Exhibit 10.54

         

        
          

          

        

         

        
          
            SCHEDULE
2

          

          


          


          £5,165,652,430.56

          €500,000,000

          $650,000,000

          SENIOR
FACILITIES AGREEMENT

          


          dated
3 March 2006, as amended and restated on 22 May 2006,

           10
July 2006, 10 August 2006, 4 April 2007, 15 May 2008 and 10 November
2008

           

          between

           

          VIRGIN
MEDIA INC.

          (formerly
known as NTL Incorporated)

          as
Ultimate Parent

           

           

          VIRGIN
MEDIA FINANCE PLC

          (formerly
known as NTL Cable PLC)

          as
Parent

           

          VIRGIN
MEDIA INVESTMENT HOLDINGS LIMITED

          (formerly
known as NTL Investment Holdings Limited)

          TELEWEST
COMMUNICATIONS NETWORKS LIMITED

          VMIH
SUB LIMITED

          (formerly
known as NTLIH Sub Limited)

          as UK
Borrowers

           

          VIRGIN
MEDIA DOVER LLC

          (formerly
known as NTL Dover LLC)

          as US
Borrower

           

          THE
ORIGINAL GUARANTORS

           

           

          DEUTSCHE
BANK AG, LONDON BRANCH

          J.P.
MORGAN PLC

          THE
ROYAL BANK OF SCOTLAND PLC

          GOLDMAN
SACHS INTERNATIONAL

          as
Bookrunners and Mandated Lead Arrangers

           

          DEUTSCHE
BANK AG, LONDON BRANCH

          as
Facility Agent and Security Trustee

           

          DEUTSCHE
BANK AG, NEW YORK BRANCH

          as US
Paying Agent

           

          GE
CORPORATE BANKING EUROPE SAS

          as
Administrative Agent

           

          THE
LENDERS

           

          and


          
             

            DEUTSCHE
BANK AG, LONDON BRANCH

            as
Original L/C Bank

             

             

            
              

            

            
              

            

          

          WHITE & CASE LLP

          5 Old
Broad Street

          London
EC2N 1DW

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          TABLE
OF CONTENTS

           

          
            	
                      1.

                  	
                    DEFINITIONS AND
      INTERPRETATION

                  


          

           

          
            	
                      2.

                  	
                    THE
      FACILITIES

                  


          

           

          
            	
                      3.

                  	
                    CONDITIONS

                  


          

           

          
            	
                      4.

                  	
                    UTILISATION

                  


          

           

          
            	
                      5.

                  	
                    DOCUMENTARY
      CREDITS

                  


          

           

          
            	
                     
      6.

                  	
                    ANCILLARY
      FACILITIES

                  


          

           

          
            	
                      7.

                  	
                    OPTIONAL
      CURRENCIES

                  


          

           

          
            	
                      8.

                  	
                    REPAYMENT OF RCF
      FACILITY OUTSTANDINGS

                  


          

           

          
            	
                      9.

                  	
                    REPAYMENT OF TERM
      FACILITY OUTSTANDINGS

                  


          

           

          
            	
                      10.

                  	
                    CANCELLATION

                  


          

           

          
            	
                     
      11.

                  	
                    VOLUNTARY
      PREPAYMENT

                  


          

           

          
            	
                      12.

                  	
                    MANDATORY
      PREPAYMENT AND
CANCELLATION

                  


          

           

          
            	
                      13.

                  	
                    INTEREST ON
      REVOLVING FACILITY ADVANCES AND SECONDARY REVOLVING FACILITY
      ADVANCES

                  


          

           

          
            	
                      14.

                  	
                    INTEREST ON TERM
      FACILITY ADVANCES

                  


          

           

          
            	
                      15.

                  	
                    MARKET DISRUPTION
      AND ALTERNATIVE INTEREST
RATES

                  


          

           

          
            	
                      16.

                  	
                    COMMISSIONS AND
      FEES

                  


          

           

          
            	
                      17.

                  	
                    TAXES

                  


          

           

          
            	
                      18.

                  	
                    INCREASED
      COSTS

                  


          

           

          
            	
                      19.

                  	
                    ILLEGALITY

                  


          

           

          
            	
                      20.

                  	
                    MITIGATION

                  


          

           

          
            	
                      21.

                  	
                    REPRESENTATIONS AND
      WARRANTIES

                  


          

           

          
            	
                     
      22.

                  	
                    FINANCIAL
      INFORMATION

                  


          

           

          
            	
                      23.

                  	
                    FINANCIAL
      CONDITION

                  


          

           

          
            	
                      24.

                  	
                    POSITIVE
      UNDERTAKINGS

                  


          

           

          
            	
                     
      25.

                  	
                    NEGATIVE
      UNDERTAKINGS

                  


          

           

          
            	
                      26.

                  	
                    ACCEDING GROUP
      COMPANIES

                  


          

           

          
            	
                      27.

                  	
                    EVENTS OF
      DEFAULT

                  


          

           

          
            	
                      28.

                  	
                    DEFAULT
      INTEREST

                  


          

           

          
            	
                      29.

                  	
                    GUARANTEE AND
      INDEMNITY

                  


          

           

          
            	
                      30.

                  	
                    AGENTS

                  


          

           

          
            	
                      31.

                  	
                    BORROWERS’
      INDEMNITIES

                  


          

           

          
            	
                      32.

                  	
                    CURRENCY OF
      ACCOUNT

                  


          

           

          
            	
                      33.

                  	
                    PAYMENTS

                  


          

           

          
            	
                      34.

                  	
                    SET-OFF

                  


          

           

          
            	
                      35.

                  	
                    SHARING AMONG THE
      FINANCE PARTIES

                  


          

           

          
            	
                     
      36.

                  	
                    CALCULATIONS AND
      ACCOUNTS

                  


          

           

          
            	
                      37.

                  	
                    ASSIGNMENTS AND
      TRANSFERS

                  


          

           

          
            	
                     
      38.

                  	
                    COSTS AND
      EXPENSES

                  


          

           

          
            	
                     
      39.

                  	
                    REMEDIES AND
      WAIVERS

                  


          

           

          
            	
                     
      40.

                  	
                    NOTICES AND
      DELIVERY OF INFORMATION

                  


          

           

          
            	
                      41.

                  	
                    ENGLISH
      LANGUAGE

                  


          

           

          
            	
                      42.

                  	
                    PARTIAL
      INVALIDITY

                  


          

           

          
            	
                      43.

                  	
                    AMENDMENTS

                  


          

           

          
            	
                      44.

                  	
                    THIRD PARTY
      RIGHTS

                  


          

           

          
            	
                      45.

                  	
                    COUNTERPARTS

                  


          

           

          
            	
                      46.

                  	
                    GOVERNING
      LAW

                  


          

           

          
            	
                     
      47.

                  	
                    JURISDICTION

                  


          

           

          
            	
                     
      

                  	
                    SCHEDULE
      1 – PART 1  LENDERS AND
  COMMITMENTS

                  


          

           

          
            	
                     
      

                  	
                    PART 2 - LENDERS TAX
      STATUS

                  


          

           

          
            	
                     
      

                  	
                    PART 3 - B2 FACILITY LENDERS, B3
      FACILITY LENDERS, AND B4 FACILITY
LENDERS

                  


          

           

          
            	
                     
      

                  	
                    SCHEDULE 2

                  


          

           

          
            	
                     
      

                  	
                    PART 1 - THE ORIGINAL
      GUARANTORS

                  


          

           

          
            	
                     
      

                  	
                    PART 2 - THE RESTRICTED
      GUARANTORS

                  


          

           

          
            	
                     
      

                  	
                    SCHEDULE 3

                  


          

           

          
            	
                     
      

                  	
                    PART 1 - FORM OF DEED OF TRANSFER
      AND ACCESSION

                  


          

           

          
            	
                     
      

                  	
                    PART 2 - FORM OF C FACILITY LENDER
      DEED OF ACCESSION

                  


          

           

          
            
              	
                       
      

                    	
                      SCHEDULE
      4

                    


            

             

          

          
            	
                     
      

                  	
                    PART 1 - CONDITIONS PRECEDENT TO
      FIRST UTILISATION

                  


          

           

          
            	
                     
      

                  	
                    PART 2 - CONDITIONS PRECEDENT TO FIRST BASEBALL UTILISATION

                  


          

           

          
            	
                     
      

                  	
                    PART 3 - FORM OF OFFICER’S
      CERTIFICATE

                  


          

           

          
            	
                     
      

                  	
                    PART 4 - VANILLA INITIAL SECURITY
      DOCUMENTS

                  


          

           

          
            	
                     
      

                  	
                    PART 5 - VANILLA CONDITIONS
      SUBSEQUENT DOCUMENTS

                  


          

           

          
            	
                     
      

                  	
                    PART 6 - BASEBALL CONDITION
      SUBSEQUENT DOCUMENTS

                  


          

           

          
            	
                     
      

                  	
                    PART 7 - CONDITIONS PRECEDENT TO C
      FACILITY UTILISATION

                  


          

           

          
            	
                     
      

                  	
                    PART 8 - CONDITIONS PRECEDENT TO
      B5 FACILITY AND B6 FACILITY
UTILISATION

                  


          

           

          
            	
                     
      

                  	
                    PART 9 - CONDITIONS PRECEDENT TO
      ADDITIONAL  FACILITY
UTILISATION

                  


          

           

          
            	
                     
      

                  	
                    PART 10 - FORM OF ADDITIONAL
      FACILITY OFFICER’S CERTIFICATE

                  


          

           

          
            	
                     
      

                  	
                    SCHEDULE 5

                  


          

           

          
            	
                     
      

                  	
                    PART 1 - FORM OF UTILISATION
      REQUEST (ADVANCES)

                  


          

           

          
            	
                     
      

                  	
                    PART 2 - FORM OF UTILISATION
      REQUEST (DOCUMENTARY CREDITS)

                  


          

           

          
            	
                     
      

                  	
                    SCHEDULE
      6 ASSOCIATED COSTS RATE

                  


          

          
             

            
              	
                       
      

                    	
                      SCHEDULE 7
      CONDITIONS
      PRECEDENT TO C FACILITY
UTILISATION

                    


            

             

          

          
            	
                     
      

                  	
                    PART 1 - FORM OF ACCESSION
      NOTICE

                  


          

           

          
            	
                     
      

                  	
                    PART 2 - ACCESSION
      DOCUMENTS

                  


          

           

          
            	
                     
      

                  	
                    PART 3 - ADDITIONAL FACILITY
      ACCESSION AGREEMENT

                  


          

           

          
            	
                     
      

                  	
                    SCHEDULE
      8 FORM OF COMPLIANCE
CERTIFICATE

                  


          

           

          
            
              	
                       
      

                    	
                      SCHEDULE 9

                    


            

             

          

          
            	
                     
      

                  	
                    PART 1 - MEMBERS OF THE BANK
      GROUP

                  


          

           

          
            	
                     
      

                  	
                    PART 2 - MEMBERS OF THE TELEWEST
      GROUP

                  


          

           

          
            	
                     
      

                  	
                    PART 3 - MEMBERS OF THE NTL
      GROUP

                  


          

           

          
            	
                     
      

                  	
                    SCHEDULE
      10 EXISTING ENCUMBRANCES

                  


          

           

          
            	
                     
      

                  	
                    PART 1 - EXISTING
      ENCUMBRANCES

                  


          

           

          
            	
                     
      

                  	
                    PART 2 - EXISTING
      LOANS

                  


          

           

          
            	
                     
      

                  	
                    PART 3 - EXISTING FINANCIAL
      INDEBTEDNESS

                  


          

           

          
            	
                     
      

                  	
                    PART 4 - EXISTING PERFORMANCE
      BONDS

                  


          

           

          
            	
                     
      

                  	
                    PART 5 - EXISTING UKTV GROUP LOAN
      STOCK

                  


          

           

          
            	
                     
      

                  	
                    PART 6 - EXISTING HEDGING
      AGREEMENTS

                  


          

           

          
            	
                     
      

                  	
                    PART 7 - EXISTING VENDOR FINANCING
      ARRANGEMENTS

                  


          

           

          
            	
                      

                  	
                    SCHEDULE
      11 FORM OF L/C BANK ACCESSION
  CERTIFICATE

                  


          

           

          
            	
                     
      

                  	
                    SCHEDULE
      12 FORM OF DOCUMENTARY
CREDIT

                  


          

           

          
            	
                     
      

                  	
                    SCHEDULE
      13 PRO FORMA BANK GROUP FINANCIAL
  STATEMENTS

                  


          

           

          
            	
                     
      

                  	
                    SCHEDULE
      14 PRO FORMA BUDGET
INFORMATION

                  


          

           

           

          
 

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          


           

          THIS AGREEMENT is dated 3
March 2006 as amended and restated 22 May 2006, 10 July 2006, 10 August 2006, 4
April 2007, 15 May 2008 and 10 November 2008.

           

          BETWEEN:

           

          
            	
                    (1)

                  	
                    VIRGIN MEDIA INC.
      (formerly known as NTL Incorporated), a company incorporated in the State
      of Delaware, United States of America, whose registered office is at 909
      Third Avenue, Suite 2863, New York, NY 10022, United States of America
      (the “Ultimate
      Parent”);

                  


          

           

          
            	
                    (2)

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

                  


          

           

          
            	
                    (3)

                  	
                    VIRGIN MEDIA INVESTMENT HOLDINGS
      LIMITED (formerly known as NTL Investment Holdings Limited), a company
      incorporated in England and Wales under registered number 3173552 and
      having its registered office at 160 Great Portland Street, London W1W 5QA
      (“VMIH”);

                  


          

           

          
            	
                    (4)

                  	
                    TELEWEST COMMUNICATIONS
      NETWORKS LIMITED, a company incorporated in England and Wales under
      registered number 3071086, and having its registered office at 160 Great
      Portland Street, London W1W 5QA (or, following a Solvent Liquidation
      thereof pursuant to the provisions of Clause 25.20 (Solvent Liquidation),
      the relevant Successor Entity, “TCN”);

                  


          

           

          
            	
                    (5)

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

                  


          

           

          
            	
                    (6)

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

                  


          

           

          
            	
                    (7)

                  	
                    THE ORIGINAL GUARANTORS
      (as defined below);

                  


          

           

          
            	
                    (8)

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

                  


          

           

          
            	
                    (9)

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

                  


          

           

          
            	
                    (10)

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

                  


          

           

          
            	
                    (11)

                  	
                    DEUTSCHE BANK AG, NEW YORK
      BRANCH (as United States paying agent for and on behalf of the
      Finance Parties,  the “US Paying
      Agent”);

                  


          

           

          
            	
                    (12)

                  	
                    DEUTSCHE BANK AG, LONDON
      BRANCH (as security trustee for and on behalf of the Finance
      Parties, the “Security
      Trustee”);

                  


          

           

          
            	
                    (13)

                  	
                    GE CORPORATE BANKING EUROPE SAS
      (as administrative agent, the “Administrative
      Agent”);

                  


          

           

          
            	
                    (14)

                  	
                    THE LENDERS (as defined
      below); and

                  


          

           

          
            	
                    (15)

                  	
                    DEUTSCHE BANK AG, LONDON
      BRANCH as L/C Bank (the “Original L/C
      Bank”).

                  


          

           

          WHEREAS:

           

          
            	
                    (1)

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

                  


          

           

          
            	
                    (2)

                  	
                    Pursuant
      to the terms of Clause 44 (Amendment Upon Structure
      Notice) of the Original Agreement, each of the parties hereto
      agreed to amend and restate the Original Agreement with the form of this
      Agreement and with effect from the date on which the Company delivers the
      Structure Notice to the Facility Agent in accordance with the terms of
      Clause 44.1 (Delivery of Structure
      Notice) of the Original
Agreement.

                  


          

           

          
            	
                    (3)

                  	
                    The
      Facility Agent confirms that it has received a copy of the Structure
      Notice and has delivered a copy of that Structure Notice to each of the
      Finance Parties.

                  


          

           

          
            	
                    (4)

                  	
                    Accordingly,
      the Original Agreement shall be amended and restated in the form of this
      Agreement with effect from the date of such Structure
    Notice.

                  


          

           

          
            	
                    1.

                  	
                    DEFINITIONS AND
INTERPRETATION

                  


          

           

          
            	
                    1.1

                  	
                    Definitions

                  


          

           

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

           

          “80% Security Test” means the
requirement that, save as otherwise provided in Clause 24.12 (Further Assurance), members
of the Bank Group generating not less than 80% of Consolidated Operating
Cashflow (excluding for the purposes of this calculation, any Consolidated Net
Income attributable to any Joint Venture) have acceded as Guarantors to this
Agreement (for the avoidance of doubt, other than in respect of the C Facility)
as tested by reference to each set of annual financial information relating to
the Bank Group delivered to the Facility Agent pursuant to Clause 22.1
(Financial Statements).
For the avoidance of doubt, members of the Telewest Group or the Baseball Group
which have granted guarantees and security in respect of any of the Facilities
shall continue to be treated as Guarantors for the purposes of this 80% Security
Test, notwithstanding any limitations contained in Clause 29 (Guarantee and
Indemnity).

           

          “A Facility” means the term
loan facility granted to the UK Borrowers pursuant to Clause 2.1(a)(i)
(The
Facilities).

           

          “A Facility Margin” means, in
relation to A Facility Advances, and subject to Clause 14.7 (Margin Ratchet for A Facility
Advances and A1 Facility Advances (and, Prior to the Occurrence of a Paydown
Event, A2 Facility Advances and A3 Facility Advances)), 1.875% per
annum.

           

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

           

          “A/A2 Facility Repayment
Instalment” shall have the meaning given to it in Clause 9.1(a) (Repayment of A Facility
Outstandings, A1 Facility Outstandings, A2 Facility Outstandings and A3 Facility
Outstandings) hereof.

           

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

           

          “A1 Facility Margin” means, in
relation to A1 Facility Advances, and subject to Clause 14.7 (Margin Ratchet for A Facility
Advances and A1 Facility Advances (and, Prior to the Occurrence of a
Paydown Event, A2 Facility Advances and A3 Facility Advances)),
1.875% per annum.

           

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

           

          “A1/A3 Facility Repayment
Instalment” shall have the meaning given to it in Clause 9.1(b) (Repayment of A Facility
Outstandings, A1 Facility Outstandings, A2 Facility Outstandings and A3 Facility
Outstandings) hereof.

           

          “A2 Facility” means the term
loan facility granted to the UK Borrowers pursuant to Clause 2.1(a)(ii)
(The
Facilities).

           

          “A2 Facility Margin” means, in
relation to the A2 Facility Advances, (a) until the occurrence of a Paydown
Event, subject to Clause 14.7 (Margin Ratchet for A Facility
Advances and A1 Facility Advances (and, Prior to the Occurrence of a
Paydown Event, A2 Facility Advances and A3 Facility Advances)),
1.875% per annum, and (b) on the date of a Paydown Event and thereafter,
subject to Clause 14.8 (Margin Ratchet for A2 Facility
Advances and A3 Facility Advances on and after a Paydown Event),
3.125% per annum.

           

          “A2 Facility Outstandings”
means, at any time, the aggregate principal amount of the A2 Facility Advances
outstanding under this Agreement.

           

          “A3 Facility” means the term
loan facility granted to Baseball Cash Bidco pursuant to Clause 2.1(b)(ii)
(The
Facilities).

           

          “A3 Facility Margin” means, in
relation to the A3 Facility Advances, (a) until the occurrence of a
Paydown Event, subject to Clause 14.7 (Margin Ratchet for A Facility
Advances and A1 Facility Advances (and, Prior to the Occurrence of a
Paydown Event, A2 Facility Advances and A3 Facility Advances)),
1.875% per annum, and (b) on the date of a Paydown Event and thereafter,
subject to Clause 14.8 (Margin Ratchet for A2 Facility
Advances and A3 Facility Advances on and after a Paydown Event),
3.125% per annum.

           

          “A3 Facility Outstandings”
means, at any time, the aggregate principal amount of the A3 Facility
Advances outstanding under this Agreement.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    the
      governing Law is English or New York
Law.

                  


          

           

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

           

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

           

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

           

          “Additional Facility” has the
meaning given to such term in Clause 2.9(a) (Additional
Facility).

           

          “Additional Facility Accession
Agreement” means a deed in the form of Part 3 of Schedule 7.

           

          “Additional Facility Availability
Period” means the period specified in the Additional Facility Accession
Agreement for an Additional Facility.

           

          “Additional Facility Borrower”
means any Borrower which becomes a borrower under an Additional
Facility.

           

          “Additional Facility Commencement
Date” has the meaning given to it in Clause 2.9(b) (Additional
Facility).

           

          “Additional Facility Lender”
means a person which becomes a Lender under an Additional Facility pursuant to
Clause 2.9 (Additional
Facility).

           

          “Additional Facility Margin”
means, in relation to an Additional Facility and subject to Clause 2.9(a)(v)
(Additional Facility),
the margin specified in and, if applicable, adjusted in accordance with the
relevant Additional Facility Accession Agreement.

           

          “Additional Facility
Outstandings” means, at any time, the aggregate principal amount of the
Additional Facility Advances outstanding under this Agreement.

           

          “Additional High Yield Notes”
means any high yield notes designated as “Additional High Yield Notes” by
written notice from the Company to the Facility Agent, and having a final
maturity (with no sinking fund payments) of no earlier than 15 April 2014,
to be issued by the Parent after 30 September 2008 pursuant to the
Additional High Yield Offering, 100% of the proceeds (after deducting all
reasonable fees, commissions, costs and expenses incurred by any member of the
Group in connection therewith) of which shall be applied in or towards repayment
of the Outstandings pursuant to Clause 12.5 (Repayment from Debt
Proceeds).

           

          “Additional High Yield
Offering” means one or more offerings of the Additional High Yield Notes
on a registration statement filed with the SEC or pursuant to an exemption from
registration under the United States Securities Act of 1933, as amended,
including pursuant to Rule 144A and/or Regulation S under the United States
Securities Act of 1933, as amended.

           

          “Advance” means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    when
      designated “A
      Facility”, the principal amount of each advance made or to be made
      under the A Facility or arising in respect of the A Facility under
      Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances);

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    when
      designated “A1
      Facility”, the principal amount of each advance made or to be made
      under the A1 Facility or arising in respect of the A1 Facility under
      Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances);

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    when
      designated “A2
      Facility”, the principal amount of each advance arising in respect
      of the A2 Facility under Clause 2.3 (Roll of Effective
      Date), under Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances);

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    when
      designated “A3
      Facility”, the principal amount of each advance arising in respect
      of the A3 Facility under Clause 2.3 (Roll Effective Date),
      under Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances);

                  


          

           

          
            	
                     
      

                  	
                    (e)

                  	
                    when
      designated “B1
      Facility”, the principal amount of each advance made or to be made
      under the B1 Facility or arising in respect of the B1 Facility under
      Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances);

                  


          

           

          
            	
                     
      

                  	
                    (f)

                  	
                    when
      designated “B2
      Facility”, the principal amount of each advance made or to be made
      under the B2 Facility or arising in respect of the B2 Facility under
      Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances);

                  


          

           

          
            	
                     
      

                  	
                    (g)

                  	
                    when
      designated “B3
      Facility”, the principal amount of each advance made or to be made
      under the B3 Facility or arising in respect of the B3 Facility under
      Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances); or

                  


          

           

          
            	
                     
      

                  	
                    (h)

                  	
                    when
      designated “B4
      Facility”, the principal amount of each advance made or to be made
      under the B4 Facility or arising in respect of the B4 Facility under
      Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances),

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    when
      designated “B5
      Facility”, the principal amount of each advance made or to be made
      under the B5 Facility or arising in respect of the B5 Facility under
      Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances),

                  


          

           

          
            	
                     
      

                  	
                    (j)

                  	
                    when
      designated “B6
      Facility”, the principal amount of each advance made or to be made
      under the B6 Facility or arising in respect of the B6 Facility under
      Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances),

                  


          

           

          
            	
                     
      

                  	
                    (k)

                  	
                    when
      designated “B7
      Facility”, the principal amount of each advance arising in respect
      of the B7 Facility under Clause 2.3 (Roll Effective Date),
      under Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances);

                  


          

           

          
            	
                     
      

                  	
                    (l)

                  	
                    when
      designated “B8
      Facility”, the principal amount of each advance arising in respect
      of the B8 Facility under Clause 2.3 (Roll Effective Date),
      under Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances);

                  


          

           

          
            	
                     
      

                  	
                    (m)

                  	
                    when
      designated “B9
      Facility”, the principal amount of each advance arising in respect
      of the B9 Facility under Clause 2.3 (Roll Effective Date),
      under Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances);

                  


          

           

          
            	
                     
      

                  	
                    (n)

                  	
                    when
      designated “B10
      Facility”, the principal amount of each advance arising in respect
      of the B10 Facility under Clause 2.3 (Roll Effective Date),
      under Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances);

                  


          

           

          
            	
                     
      

                  	
                    (o)

                  	
                    when
      designated “B11
      Facility”, the principal amount of each advance arising in respect
      of the B11 Facility under Clause 2.3 (Roll Effective Date),
      under Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances);

                  


          

           

          
            	
                     
      

                  	
                    (p)

                  	
                    when
      designated “B12
      Facility”, the principal amount of each advance arising in respect
      of the B12 Facility under Clause 2.3 (Roll Effective Date),
      under Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances);

                  


          

           

          
            	
                     
      

                  	
                    (q)

                  	
                    when
      designated “C
      Facility”, the principal amount of each advance made or to be made
      under the C Facility or arising in respect of the C Facility under
      Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances);

                  


          

           

          
            	
                     
      

                  	
                    (r)

                  	
                    when
      designated “RCF
      Facility”, a Revolving Facility Advance or Secondary Revolving
      Facility Advance;

                  


          

           

          
            	
                     
      

                  	
                    (s)

                  	
                    when
      designated “Revolving
      Facility”, the principal amount of each advance made or to be made
      under the Revolving Facility (but excluding for the purposes of this
      definition, any utilisation of the Revolving Facility by way of Ancillary
      Facility or Documentary Credit);

                  


          

           

          
            	
                     
      

                  	
                    (t)

                  	
                    when
      designated “Secondary
      Revolving Facility”, the principal amount of each advance arising
      in respect of the Secondary Revolving Facility under Clause 2.3
      (Roll Effective
      Date), (but excluding for the purposes of this definition, any
      utilisation of the Secondary Revolving Facility by way of Ancillary
      Facility or Documentary Credit);

                  


          

           

          
            	
                     
      

                  	
                    (u)

                  	
                    when
      designated “Additional
      Facility”, the principal amount of each advance made or to be made
      under an Additional Facility or arising in respect of an Additional
      Facility under Clause 14.3 (Consolidation of Term Facility
      Advances) or under Clause 14.4 (Division of Term Facility
      Advances); or

                  


          

           

          
            	
                     
      

                  	
                    (v)

                  	
                    without
      any such designation, the “A Facility Advance”, the
      “A1 Facility
      Advance”, the “A2
      Facility Advance”, the “A3 Facility Advance”,
      the “Additional Facility
      Advance”, the “B1
      Facility Advance”, the “B2” Facility Advance”,
      the “B3 Facility
      Advance”, the “B4
      Facility Advance”, the “B5 Facility Advance”,
      the “B6 Facility
      Advance”, the “B7
      Facility Advance”, the “B8 Facility Advance”,
      the “B9 Facility
      Advance”, the “B10
      Facility Advance”, the “B11 Facility Advance”,
      the “B12 Facility
      Advance”, the “C
      Facility Advance”, the “RCF Facility Advance”,
      the “Revolving Facility
      Advance” and/or the “Secondary Revolving Facility
      Advance”, as the context
requires,

                  


          

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Alternative Bridge Facility
Agreement” means the senior subordinated bridge facility agreement to be
entered into prior to the Structuring Date between, among others, the Parent and
the Mandated Lead Arrangers (as defined therein) relating to the Alternative
Bridge Facility or any agreement entered into pursuant thereto and in accordance
with the terms thereof for the purposes of extending the term of such facilities
beyond one year (including, in each case, any Exchange Notes).

           

          “Amortisation Repayment Date”
has the meaning given to such term in Clause 9.1 (Repayment of A Facility
Outstandings, A1 Facility Outstandings, A2 Facility Outstandings and A3 Facility
Outstandings).

           

          “Ancillary Facility” means
any:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    overdraft,
      automated payment, cheque drawing or other current account
      facility;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    forward
      foreign exchange facility;

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    derivatives
      facility;

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    guarantee,
      bond issuance, documentary or stand-by letter of credit
      facility;

                  


          

           

          
            	
                     
      

                  	
                    (e)

                  	
                    performance
      bond facility; and/or

                  


          

           

          
            	
                     
      

                  	
                    (f)

                  	
                    such
      other facility or financial accommodation as may be required in connection
      with the Group Business and which is agreed in writing between the
      relevant UK Borrowers and the relevant Ancillary Facility
      Lender.

                  


          

           

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

           

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

           

          “Ancillary Facility Lender”
means any Lender which has notified the Facility Agent that it has agreed to its
nomination in a Conversion Notice to be an Ancillary Facility Lender in respect
of an Ancillary Facility granted pursuant to the terms of this
Agreement.

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    all
      amounts of principal then outstanding under any overdraft, automated
      payment, cheque drawing or other current account facility (determined in
      accordance with the applicable terms) as at such time;
  and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      respect of any other facility or financial accommodation, such other
      amount as fairly represents the aggregate potential exposure of that
      Ancillary Facility Lender with respect to it under its Ancillary Facility,
      as reasonably determined by that Ancillary Facility Lender from time to
      time in accordance with its usual banking practices for facilities or
      accommodation of the relevant type (including without limitation, the
      calculation of exposure under any derivatives facility by reference to the
      mark-to-market valuation of such transaction at the relevant
      time).

                  


          

           

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

           

          “Anti-Terrorism Laws”
mean:

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

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

           

          “Applicable Margin” means, at
any time, the prevailing A Facility Margin, A1 Facility Margin, A2 Facility
Margin, A3 Facility Margin, Additional Facility Margin, B1 Facility Margin, B2
Facility Margin, B3 Facility Margin, B4 Facility Margin, B5 Facility Margin, B6
Facility Margin, B7 Facility Margin, B8 Facility Margin, B9 Facility Margin, B10
Facility Margin, B11 Facility Margin, B12 Facility Margin, C Facility Margin,
Revolving Facility Margin or Secondary Revolving Facility Margin, as the context
may require at the relevant time.

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (i)

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

                  


          

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          
            	
                     
      

                  	
                    (i)

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

                  


          

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

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

           

          
            	
                     
      

                  	
                    (w)

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

                  


          

           

          
            	
                     
      

                  	
                    (x)

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

                  


          

           

          
            	
                     
      

                  	
                    (y)

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

                  


          

           

          
            	
                     
      

                  	
                    (z)

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

                  


          

           

          “Asset Securitisation
Subsidiary” means any Subsidiary engaged solely in the business of
effecting or facilitating any asset securitisation programme or programmes or
one or more receivables factoring transactions.

           

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

           

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

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    any
      cancellation or reduction of, or any transfer by such Lender or any
      transfer to it of, any A Facility Commitment, in each case, pursuant to
      the terms of this Agreement; and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      the case of any proposed Advance, the Sterling Amount of its share of such
      A Facility Advance which, pursuant to any other Utilisation Request is to
      be made on or before the proposed Utilisation
  Date,

                  


          

           

          provided
always that such amount shall not be less than zero.

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    any
      cancellation or reduction of, or any transfer by such Lender or any
      transfer to it of, any A1 Facility Commitment, in each case, pursuant to
      the terms of this Agreement; and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      the case of any proposed Advance, the Sterling Amount of its share of such
      A1 Facility Advance which, pursuant to any other Utilisation Request is to
      be made on or before the proposed Utilisation
  Date,

                  


          

           

          provided
always that such amount shall not be less than zero.

           

          “Available A2 Facility
Commitment” means, in relation to a Lender, at any time and save as
otherwise provided in this Agreement, its A2 Facility Commitment at such time
less the Sterling Amount of its share of the A2 Facility Advances under this
Agreement, adjusted to take account of any cancellation or reduction of, or any
transfer by such Lender or any transfer to it of, any A2 Facility Commitment, in
each case, pursuant to the terms of this Agreement, provided always that such
amount shall not be less than zero.

           

          “Available A3 Facility
Commitment” means, in relation to a Lender, at any time and save as
otherwise provided in this Agreement, its A3 Facility Commitment at such time
less the Sterling Amount of its share of the A3 Facility Advances under this
Agreement, adjusted to take account of any cancellation or reduction of, or any
transfer by such Lender or any transfer to it of, any A3 Facility Commitment, in
each case, pursuant to the terms of this Agreement, provided always that such
amount shall not be less than zero.

           

          “Available Additional Facility
Commitment” means, in relation to a Lender and an Additional Facility, at
any time and save as otherwise provided in this Agreement, its Additional
Facility Commitment in relation to that Additional Facility at such time less
the Sterling Amount of its share of the Additional Facility Advances made under
that Additional Facility, adjusted to take account of:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    any
      cancellation or reduction of, or any transfer by such Lender or any
      transfer to it of, any Additional Facility Commitment in relation to that
      Additional Facility, in each case, pursuant to the terms of this
      Agreement; and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      the case of any proposed Advance under an Additional Facility, the
      Sterling Amount of its share of such Additional Facility Advance which,
      pursuant to any other Utilisation Request is to be made on or before the
      proposed Utilisation Date,

                  


          

           

          provided
always that such amount shall not be less than zero.

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    any
      cancellation or reduction of, or any transfer by such Lender or any
      transfer to it of, any B1 Facility Commitment, in each case, pursuant to
      the terms of this Agreement; and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      the case of any proposed Advance, the Sterling Amount of its share of such
      B1 Facility Advance which, pursuant to any other Utilisation Request is to
      be made on or before the proposed Utilisation
  Date,

                  


          

           

          provided
always that such amount shall not be less than zero.

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    any
      cancellation or reduction of, or any transfer by such Lender or any
      transfer to it of, any B2 Facility Commitment, in each case, pursuant to
      the terms of this Agreement; and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      the case of any proposed Advance, the Sterling Amount of its share of such
      B2 Facility Advance which, pursuant to any other Utilisation Request is to
      be made on or before the proposed Utilisation
  Date,

                  


          

           

          provided
always that such amount shall not be less than zero.

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    any
      cancellation or reduction of, or any transfer by such Lender or any
      transfer to it of, any B3 Facility Commitment, in each case, pursuant to
      the terms of this Agreement; and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      the case of any proposed Advance, the Sterling Amount of its share of such
      B3 Facility Advance which, pursuant to any other Utilisation Request is to
      be made on or before the proposed Utilisation
  Date,

                  


          

           

          provided
always that such amount shall not be less than zero.

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    any
      cancellation or reduction of, or any transfer by such Lender or any
      transfer to it of, any B4 Facility Commitment, in each case, pursuant to
      the terms of this Agreement; and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      the case of any proposed Advance, the Sterling Amount of its share of such
      B4 Facility Advance which, pursuant to any other Utilisation Request is to
      be made on or before the proposed Utilisation
  Date,

                  


          

           

          provided
always that such amount shall not be less than zero.

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    any
      cancellation or reduction of, or any transfer by such Lender or any
      transfer to it of, any B5 Facility Commitment, in each case, pursuant to
      the terms of this Agreement; and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      the case of any proposed Advance, the Sterling Amount of its share of such
      B5 Facility Advance which, pursuant to any other Utilisation Request is to
      be made on or before the proposed Utilisation
  Date,

                  


          

           

          provided
always that such amount shall not be less than zero.

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    any
      cancellation or reduction of, or any transfer by such Lender or any
      transfer to it of, any B6 Facility Commitment, in each case, pursuant to
      the terms of this Agreement; and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      the case of any proposed Advance, the Sterling Amount of its share of such
      B6 Facility Advance which, pursuant to any other Utilisation Request is to
      be made on or before the proposed Utilisation
  Date,

                  


          

           

          provided
always that such amount shall not be less than zero.

           

          “Available B7 Facility Commitment”
means, in relation to a Lender, at any time and save as otherwise
provided in this Agreement, its B7 Facility Commitment at such time less the
Sterling Amount of its share of the B7 Facility Advances under this Agreement,
adjusted to take account of any cancellation or reduction of, or any transfer by
such Lender or any transfer to it of, any B7 Facility Commitment, in each case,
pursuant to the terms of this Agreement, provided always that such amount shall
not be less than zero.

           

          “Available B8 Facility Commitment”
means, in relation to a Lender, at any time and save as otherwise
provided in this Agreement, its B8 Facility Commitment at such time less the
Sterling Amount of its share of the B8 Facility Advances under this Agreement,
adjusted to take account of any cancellation or reduction of, or any transfer by
such Lender or any transfer to it of, any B8 Facility Commitment, in each case,
pursuant to the terms of this Agreement, provided always that such amount shall
not be less than zero.

           

          “Available B9 Facility Commitment”
means, in relation to a Lender, at any time and save as otherwise
provided in this Agreement, its B9 Facility Commitment at such time less the
Sterling Amount of its share of the B9 Facility Advances under this Agreement,
adjusted to take account of any cancellation or reduction of, or any transfer by
such Lender or any transfer to it of, any B9 Facility Commitment, in each case,
pursuant to the terms of this Agreement, provided always that such amount shall
not be less than zero.

           

          “Available B10 Facility
Commitment” means, in relation to a Lender, at any time and save as
otherwise provided in this Agreement, its B10 Facility Commitment at such time
less the Sterling Amount of its share of the B10 Facility Advances under this
Agreement, adjusted to take account of any cancellation or reduction of, or any
transfer by such Lender or any transfer to it of, any B10 Facility Commitment,
in each case, pursuant to the terms of this Agreement, provided always that such
amount shall not be less than zero.

           

          “Available B11 Facility
Commitment” means, in relation to a Lender, at any time and save as
otherwise provided in this Agreement, its B11 Facility Commitment at such time
less the Sterling Amount of its share of the B11 Facility Advances under this
Agreement, adjusted to take account of any cancellation or reduction of, or any
transfer by such Lender or any transfer to it of, any B11 Facility Commitment,
in each case, pursuant to the terms of this Agreement, provided always that such
amount shall not be less than zero.

           

          “Available B12 Facility
Commitment” means, in relation to a Lender, at any time and save as
otherwise provided in this Agreement, its B12 Facility Commitment at such time
less the Sterling Amount of its share of the B12 Facility Advances under this
Agreement, adjusted to take account of any cancellation or reduction of, or any
transfer by such Lender or any transfer to it of, any B12 Facility Commitment,
in each case, pursuant to the terms of this Agreement, provided always that such
amount shall not be less than zero.

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    any
      cancellation or reduction of, or any transfer by such Lender or any
      transfer to it of, any C Facility Commitment, in each case, pursuant to
      the terms of this Agreement; and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      the case of any proposed Advance, the Sterling Amount of its share of such
      C Facility Advance which, pursuant to any other Utilisation Request is to
      be made on or before the proposed Utilisation
  Date,

                  


          

           

          
            	
                     
      

                  	
                    provided
      always that such amount shall not be less than
  zero.

                  


          

           

          “Available Commitment” means,
in relation to a Lender, the aggregate amount of  its Available A
Facility Commitments, its Available A1 Facility Commitments, its Available A2
Facility Commitments, its Available A3 Facility Commitments, its Available
Additional Facility Commitments, its Available B1 Facility Commitments, its
Available B2 Facility Commitments, its Available B3 Facility Commitments, its
Available B4 Facility Commitments, its Available B5 Facility Commitments, its
Available B6 Facility Commitments, its Available B7 Facility Commitments, its
Available B8 Facility Commitments, its Available B9 Facility Commitments, its
Available B10 Facility Commitments, its Available B11 Facility Commitments, its
Available B12 Facility Commitments, its Available C Facility Commitments, its
Available Revolving Facility Commitment, its Available Secondary Revolving
Facility Commitments, its Available RCF Facility Commitments and its Available
Ancillary Facility Commitments, or, in the context of a particular Facility, its
Available A Facility Commitment, its Available A1 Facility Commitments, its
Available A2 Facility Commitments, its Available A3 Facility Commitments, its
Available Additional Facility Commitments, its Available B1 Facility
Commitments, its Available B2 Facility Commitments, its Available B3 Facility
Commitments, its Available B4 Facility Commitments, its Available B5 Facility
Commitments, its Available B6 Facility Commitments, its Available B7 Facility
Commitments, its Available B8 Facility Commitments, its Available B9 Facility
Commitments, its Available B10 Facility Commitments, its Available B11 Facility
Commitments, its Available B12 Facility Commitments, its Available C Facility
Commitments, its Available Revolving Facility Commitments, its Available
Secondary Revolving Facility Commitments, its Available RCF Facility
Commitments, or its Available Ancillary Facility Commitments, as the context may
require.

           

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

           

          “Available RCF Facility” means
the Available Revolving Facility and Available Secondary Revolving
Facility.

           

          “Available RCF Facility
Commitment” means, in relation to a Lender, at any time, its Available
Revolving Facility Commitment and Available Secondary Revolving Facility
Commitment.

           

          “Available Revolving Facility”
means, at any time, the aggregate amount of the Available Revolving Facility
Commitments.

           

          “Available Revolving Facility
Commitment” means, in relation to a Lender, at any time and save as
otherwise provided in this Agreement, its Revolving Facility Commitment at such
time, less the Sterling Amount of its share of the Revolving Facility
Outstandings, adjusted to take account of:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    any
      cancellation or reduction of, or any transfer by such Lender or any
      transfer to it of, any Revolving Facility Commitment, in each case,
      pursuant to the terms of this Agreement;
and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      the case of any proposed Utilisation, the Sterling Amount of its share of
      (i) such Revolving Facility Advance and/or Documentary Credit which
      pursuant to any other Utilisation Request is to be made, or as the case
      may be, issued, and (ii) any Revolving Facility Advance and/or Documentary
      Credit which is due to be repaid or expire (as the case may be), in each
      case, on or before the proposed Utilisation
  Date,

                  


          

           

          provided
always that such amount shall not be less than zero.

           

          “Available Secondary Revolving
Facility” means, at any time, the aggregate amount of the Available
Secondary Revolving Facility Commitments.

           

          “Available Secondary Revolving
Facility Commitment” means, in relation to a Lender, at any time and save
as otherwise provided in this Agreement, its Secondary Revolving Facility
Commitment at such time, less the Sterling Amount of its share of the Secondary
Revolving Facility Outstandings, adjusted to take account of:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    any
      cancellation or reduction of, or any transfer by such Lender or any
      transfer to it of, any Secondary Revolving Facility Commitment, in each
      case, pursuant to the terms of this Agreement;
  and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      the case of any proposed Utilisation, the Sterling Amount of its share of
      (i) such Secondary Revolving Facility Advance and/or Documentary Credit
      which pursuant to any other Utilisation Request is to be made, or as the
      case may be, issued, and (ii) any Secondary Revolving Facility Advance
      and/or Documentary Credit which is due to be repaid or expire (as the case
      may be), in each case, on or before the proposed Utilisation
      Date,

                  


          

           

          provided
always that such amount shall not be less than zero.

           

          “B1 Facility” means the term
loan facility granted to Baseball Cash Bidco pursuant to Clause 2.1(c)(i)
(The
Facilities).

           

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

           

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

           

          “B2 Facility” means the term
loan facility granted to the Company pursuant to Clause 2.1(d)(i) (The Facilities).

           

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

           

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

           

          “B3 Facility” means the term
loan facility granted to the Company pursuant to Clause 2.1(e)(i) (The Facilities).

           

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

           

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

           

          “B4 Facility” means the term
loan facility granted to the Company pursuant to Clause 2.1(f)(i) (The Facilities) and novated
to the US Borrower pursuant to the provisions of Clause 2.2 (Novation of B4
Facility).

           

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

           

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

           

          “B5 Facility” means the term
loan facility granted to the Company pursuant to Clause 2.1(g)(i) (The Facilities).

           

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

           

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

           

          “B6 Facility” means the term
loan facility granted to VMIH Sub pursuant to Clause 2.1(h)(i) (The Facilities).

           

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

           

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

           

          “B7 Facility” means the term
loan facility granted to Baseball Cash Bidco pursuant to Clause 2.1(c)(ii)
(The
Facilities).

           

          “B7 Facility Margin” means, in
relation to the B7 Facility Advances, 3.625% per annum.

           

          “B7 Facility Outstandings”
means, at any time, the aggregate principal amount of the B7 Facility Advances
outstanding under this Agreement.

           

          “B8 Facility” means the term
loan facility granted to the Company pursuant to Clause 2.1(d)(ii) (The Facilities).

           

          “B8 Facility Margin” means, in
relation to the B8 Facility Advances, 3.625% per annum.

           

          “B8 Facility Outstandings”
means, at any time, the aggregate principal amount of the B8 Facility Advances
outstanding under this Agreement.

           

          “B9 Facility” means the term
loan facility granted to the Company pursuant to Clause 2.1(e)(ii) (The Facilities).

           

          “B9 Facility Margin” means, in
relation to the B9 Facility Advances, 3.50% per annum.

           

          “B9 Facility Outstandings”
means, at any time, the aggregate principal amount of the B9 Facility Advances
outstanding under this Agreement.

           

          “B10 Facility” means the term
loan facility granted to the US Borrower pursuant to Clause 2.1(f)(ii)
(The
Facilities).

           

          “B10 Facility Margin” means, in
relation to the B10 Facility Advances, 3.50% per annum.

           

          “B10 Facility Outstandings”
means, at any time the aggregate principal amount of the B10 Facility Advances
outstanding under this Agreement.

           

          “B11 Facility” means the term
loan facility granted to the Company pursuant to Clause 2.1(g)(ii) (The Facilities).

           

          “B11 Facility Margin” means, in
relation to the B11 Facility Advances, 3.625% per annum.

           

          “B11 Facility Outstandings”
means, at any time, the aggregate principal amount of the B11 Facility Advances
outstanding under this Agreement.

           

          “B12 Facility” means the term
loan facility granted to VMIH Sub pursuant to Clause 2.1(h)(ii) (The Facilities).

           

          “B12 Facility Margin” means, in
relation to the B12 Facility Advances, 3.625% per annum.

           

          “B12 Facility Outstandings”
means, at any time the aggregate principal amount of the B12 Facility Advances
outstanding under this Agreement.

           

          “Bank Group”
means:

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    the
      Company and prior to the Structuring Date,
TCN;

                  


          

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

          
            	
                     
      

                  	
                    (iii)

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

                  


          

           

          
            	
                     
      

                  	
                    (iv)

                  	
                    each
      of the Company’s and prior to the Structuring Date, TCN’s, other direct
      and indirect Subsidiaries from time to time, excluding the Bank Group
      Excluded Subsidiaries; and

                  


          

           

          
            	
                     
      

                  	
                    (v)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    for
      all other purposes:

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    the
      Company and prior to the Structuring Date, TCN, and each of their
      respective direct and indirect Subsidiaries from time to time, other than
      the Bank Group Excluded Subsidiaries;
and

                  


          

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

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

           

          (i)           any
Permitted Joint Ventures; and

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

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

           

          “Bank Group Cash Flow” has the
meaning ascribed to it in Clause 23.1 (Financial
Definitions).

           

          “Bank Group Consolidated
Revenues” means, in respect of any period, the consolidated revenues for
the Bank Group for that period as evidenced by the financial information
provided in respect of that period pursuant to Clause 22.1 (Financial
Statements).

           

          “Bank Group Excluded
Subsidiary” means:

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    Telewest
      Finance Corporation;

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    Flextech
      Interactive Limited;

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    Fawnspring
      Limited;

                  


          

           

          
            	
                     
      

                  	
                    (e)

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

                  


          

           

          
            	
                     
      

                  	
                    (f)

                  	
                    any
      Subsidiary of the UK Borrowers or Virgin Media Communications Limited
      (formerly known as NTL Communications Limited) which is a Project
      Company;

                  


          

           

          
            	
                     
      

                  	
                    (g)

                  	
                    any
      Asset Securitisation Subsidiary;
and

                  


          

           

          
            	
                     
      

                  	
                    (h)

                  	
                    any
      company which becomes a Subsidiary of the Parent or Virgin Media
      Communications Limited (formerly known as NTL Communications Limited) in
      each case, after the Original Execution Date pursuant to an Asset
      Passthrough,

                  


          

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Baseball Certain Funds Period”
means, in relation to the A1 Facility and the B1 Facility, the period commencing
on the Original Execution Date and ending on the earlier of (a) the date on
which the Baseball Scheme proposal fails or is withdrawn, (b) 30 September
2006 or (c) the date which is 30 days after the Baseball Effective
Date.

           

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

           

          “Baseball Drawstop Default”
means an Event of Default arising under any of the following provisions, in each
case, with respect to Baseball Cash Bidco only:

           

          (a)           Clause 27.1
(Non-Payment);

           

          
            	
                     
      

                  	
                    (b)

                  	
                    Clause 27.2
      (Covenants) by
      virtue of a breach of the covenants under Clause 25.2 (Negative Pledge) (in a
      manner which could reasonably be expected to have a material adverse
      effect on the Security (taken as a whole)) or paragraphs (a), (b),
      (c), (d), (g), (h) and (j) of Clause 24.22 (Baseball Scheme
      Undertakings);

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    Clause 27.4
      (Misrepresentation) by
      virtue of a breach of any of the representations and warranties in
      Clauses 21.2 (Due
      Organisation) only as regards to the provisions of this Agreement
      that relate to the A1 Facility and the B1 Facility, but not otherwise;
      or

                  


          

           

          
            	
                     
      

                  	
                    (d)

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

                  


          

           

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

           

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

           

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

           

          “Baseball Instructing Group”
means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    in
      relation to the A1 Facility and B1
Facility:

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    before
      any Utilisation of the A1 Facility and the B1 Facility under this
      Agreement, a Baseball Lender or group of  Baseball Lenders whose
      Available A1 Facility Commitments and Available B1 Facility Commitments
      (as applicable) amount in aggregate to more than 662⁄3% of the Available A1
      Facility Commitments and Available B1 Facility Commitments (taken
      together); and

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    thereafter,
      a Baseball Lender or group of Baseball Lenders to whom in aggregate more
      than 662⁄3% of the A1 Facility Outstandings and B1 Facility Outstandings
      (taken together) are (or if there are no A1 Facility Outstandings or B1
      Facility Outstandings at such time, immediately prior to their repayment,
      were then) owed; or

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      relation to any Alternative Baseball
Financing:

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    before
      any Utilisation of the Alternative Baseball Financing, a Baseball Lender
      or group of Baseball Lenders whose commitments in respect of such
      Alternative Baseball Financing amount in aggregate to more than 662⁄3% of
      the total commitments under such Alternative Baseball Financing;
      or

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    thereafter,
      a Baseball Lender or group of Baseball Lenders to whom in aggregate more
      than 662⁄3% of the outstandings under the Alternative Baseball Financing are
      (or if there are no outstandings under the Alternative Baseball Financing
      prior to such repayment, were then)
owed,

                  


          

           

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

           

          “Baseball Lender”
means:

           

          (a)           in
relation to the A1 Facility and B1 Facility, any Lender which:

           

          
            	
                     
      

                  	
                    (i)

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

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    has
      become a party to this Agreement in accordance with the provisions of
      Clause 37 (Assignments and
      Transfers) as a Lender in respect of the A1 Facility and/or B1
      Facility; or

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      relation to an Alternative Baseball Financing, any Lender which has
      provided the Company and/or Baseball Cash Bidco, with a commitment to
      provide some or all of the Alternative Baseball Financing, whether
      pursuant to a duly executed commitment letter, this Agreement or
      otherwise,

                  


          

           

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

           

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

           

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

           

          “Baseball Scheme” means the
scheme of arrangement under Section 425 of the Act to be proposed by Baseball to
its shareholders, details of which are set out in the Baseball Scheme Circular
and which are consistent with the terms of the Baseball Press
Release.

           

          “Baseball Scheme Circular”
means the circular to the shareholders of Baseball setting out the proposals for
the Baseball Scheme pursuant to which the Baseball Bidcos will acquire all of
the issued and to be issued Baseball Shares not already owned by the Baseball
Bidcos.

           

          “Baseball Scheme Document”
means each of the following:

           

          (a)           the
Baseball Press Release;

           

          
            	
                     
      

                  	
                    (b)

                  	
                    the
      Baseball Resolutions;

                  


          

           

          (c)           the
Baseball Implementation Agreement; and

           

          (d)           the
Baseball Scheme Circular,

           

          and
together the “Baseball Scheme
Documents”.

           

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

           

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

           

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

           

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

           

          “Beneficiary” means a
beneficiary in respect of a Documentary Credit.

           

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

           

          “Borrowers” means the UK
Borrowers, the US Borrower and any Acceding Borrower.

           

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

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          exceeds:

           

          
            	
                     
      

                  	
                    (b)

                  	
                    the
      amount which that Lender would be able to obtain by placing an amount
      equal to the principal amount of such Advance or Unpaid Sum received or
      recovered by it on deposit with a leading bank in the Relevant Interbank
      Market for a period starting on the Business Day following such receipt or
      recovery and ending on the last day of the current Interest Period or
      Term.

                  


          

           

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

           

          “Bridge Facility Agreement”
means the senior subordinated bridge facility agreement dated the Original
Execution Date between, among others, Merger Sub, NTL and the Mandated Lead
Arrangers (as defined therein) relating to the Bridge Facility or any agreement
entered into pursuant thereto and in accordance with the terms thereof for the
purposes of extending the term of such facilities beyond one year (including, in
each case, any Exchange Notes).

           

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

           

          “Budget” means in respect of
any financial year commencing after 31 December 2006, the budget for such
financial year, in the form and including the information required to be
delivered by the Company to the Facility Agent pursuant to Clause 22.3
(Budget).

           

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

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

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

           

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

           

          “Cash” has the meaning ascribed
to it in Clause 23.1 (Financial
Definitions).

           

          “Cash Equivalent Investment”
means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    debt securities which
      are freely negotiable and
marketable:

                  


          

           

          
            	
                     
      

                  	
                    (i)

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

                  


          

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          
            	
                     
      

                  	
                    (c)

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

                  


          

           

          
            	
                     
      

                  	
                    (d)

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

                  


          

           

          
            	
                     
      

                  	
                    (e)

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

                  


          

           

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

           

          “C Facility” means the term
loan facility to be made available to the Company pursuant to Clause 2.1(i)
(The
Facilities).

           

          “C Facility Fees Letter” means
a fees letter dated any time after the Second Amendment Effective Date made
between the Company and any person agreeing to become a C Facility Lender
pursuant to the terms of this Agreement.

           

          “C Facility Lender” means a
person who has become a Lender in respect of the C Facility pursuant to the
provisions of Clause 2.7 (Alternative Bridge Facility
Refinancing).

           

          
            	
                     
      

                  	
                    “C Facility Lender Deed of
      Accession” means a duly completed deed of accession in the form of
      Part 2 of Schedule 3 (Form of C Facility Lender Deed
      of Accession).

                  


          

           

          “C Facility Liabilities” has
the meaning given to such term in the Group Intercreditor
Agreement.

           

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

           

          “C Facility Outstandings”
means, at any time the aggregate principal amount of the C Facility Advances
outstanding under this Agreement.

           

          “Change in Tax Law” means the
introduction, implementation, repeal, withdrawal or change in, or in the
interpretation, administration or application of any Law relating to taxation
(a) in the case of a participation in an Advance by a Lender named in Part 1 of
Schedule 1(Lenders and
Commitments) after the Original Execution Date, or (b) in the case of a
participation in an Advance by any other Lender, after the date upon which such
Lender becomes a party to this Agreement in accordance with the provisions of
Clause 37 (Assignments
and Transfers).

           

          
            	
                     
      

                  	
                    “Change of Control”
      means:

                  


          

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          
            	
                     
      

                  	
                    (c)

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

                  


          

           

          
            	
                     
      

                  	
                    (d)

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

                  


          

           

          
            	
                     
      

                  	
                    (e)

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

                  


          

           

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

           

          
            	
                     
      

                  	
                    (i)

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

                  


          

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

          
            	
                     
      

                  	
                    (iii)

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

                  


          

           

          For these
purposes:

           

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

           

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

           

          
            	
                     
      

                  	
                    (A)

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

                  


          

           

          
            	
                     
      

                  	
                    (B)

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

                  


          

           

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

           

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

           

          
            	
                     
      

                  	
                    “Commitment”
      means:

                  


          

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    when
      designated “A1
      Facility” in relation to a Lender at any time, and save as
      otherwise provided in this Agreement, the amount set opposite its name in
      the relevant column of Part 1 of Schedule 1 (Lenders and
      Commitments) or as specified in the Transfer Deed pursuant to which
      such Lender becomes a party to this
Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    when
      designated “A2
      Facility” in relation to a Lender at any time, and save as
      otherwise provided in this
Agreement,

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    the
      amount of its A2 Facility Commitment as provided in Clause 2.3 (Roll Effective Date);
      or

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    as
      specified in the Transfer Deed pursuant to which each such Lender becomes
      a party to this Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    when
      designated “A3
      Facility” in relation to a Lender at any time, and save as
      otherwise provided in this
Agreement,

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    the
      amount of its A3 Facility Commitment as provided in Clause 2.3 (Roll Effective Date);
      or

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    as
      specified in the Transfer Deed pursuant to which each such Lender becomes
      a party to this Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (e)

                  	
                    when
      designated “Additional
      Facility” in relation to a Lender and an Additional Facility at any
      time and save as otherwise provided in this
  Agreement,

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    the
      amount set opposite its name in the Additional Facility Accession
      Agreement in relation to that Additional Facility and the amount of any
      other Additional Facility Commitment in relation to that Additional
      Facility transferred to it under this Agreement;
  or

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    as
      specified in the Transfer Deed pursuant to which such Lender becomes a
      party to this Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (f)

                  	
                    when
      designated “B1
      Facility” in relation to a Lender at any time, and save as
      otherwise provided in this Agreement, the amount set opposite its name in
      the relevant column of Part 1 of Schedule 1 (Lenders and
      Commitments), or as specified in the Transfer Deed pursuant to
      which such Lender becomes a party to this
  Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (g)

                  	
                    when
      designated “B2
      Facility” in relation to a Lender at any time, and save as
      otherwise provided in this Agreement, the amount set opposite its name in
      the relevant column of Part 1 of Schedule 1 (Lenders and
      Commitments), or as specified in the Transfer Deed pursuant to
      which such Lender becomes a party to this
  Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (h)

                  	
                    when
      designated “B3
      Facility” in relation to a Lender at any time, and save as
      otherwise provided in this Agreement, the amount set opposite its name in
      the relevant column of Part 1 of Schedule 1 (Lenders and
      Commitments), or as specified in the Transfer Deed pursuant to
      which such Lender becomes a party to this
  Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    when
      designated “B4
      Facility” in relation to a Lender at any time, and save as
      otherwise provided in this Agreement, the amount set opposite its name in
      the relevant column of Part 1 of Schedule 1 (Lenders and
      Commitments), or as specified in the Transfer Deed pursuant to
      which such Lender becomes a party to this
  Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (j)

                  	
                    when
      designated “B5
      Facility” in relation to a Lender at any time, and save as
      otherwise provided in this Agreement, the amount set opposite its name in
      the relevant column of Part 1 of Schedule 1 (Lenders and
      Commitments), or as specified in the Transfer Deed pursuant to
      which such Lender becomes a party to this
  Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (k)

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

                  


          

           

          
            	
                     
      

                  	
                    (l)

                  	
                    when
      designated “B7
      Facility” in relation to a Lender at any time, and save as
      otherwise provided in this
Agreement,

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    the
      amount of its B7 Facility Commitment as provided in Clause 2.3 (Roll Effective Date);
      or

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    as
      specified in the Transfer Deed pursuant to which each such Lender becomes
      a party to this Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (m)

                  	
                    when
      designated “B8
      Facility” in relation to a Lender at any time, and save as
      otherwise provided in this
Agreement,

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    the
      amount of its B8 Facility Commitment as provided in Clause 2.3 (Roll Effective Date);
      or

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    as
      specified in the Transfer Deed pursuant to which each such Lender becomes
      a party to this Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (n)

                  	
                    when
      designated “B9 Facility” in
      relation to a Lender at any time, and save as otherwise provided in this
      Agreement,

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    the
      amount of its B9 Facility Commitment as provided in Clause 2.3 (Roll Effective Date);
      or

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    as
      specified in the Transfer Deed pursuant to which each such Lender becomes
      a party to this Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (o)

                  	
                    when
      designated “B10 Facility” in
      relation to a Lender at any time, and save as otherwise provided in this
      Agreement,

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    the
      amount of its B10 Facility Commitment as provided in Clause 2.3
      (Roll Effective
      Date); or

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    as
      specified in the Transfer Deed pursuant to which each such Lender becomes
      a party to this Agreement.

                  


          

           

          
            	
                     
      

                  	
                    (p)

                  	
                    when
      designated “B11 Facility” in
      relation to a Lender at any time, and save as otherwise provided in this
      Agreement,

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    the
      amount of its B11 Facility Commitment as provided in Clause 2.3
      (Roll Effective
      Date); or

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    as
      specified in the Transfer Deed pursuant to which each such Lender becomes
      a party to this Agreement.

                  


          

           

          
            	
                     
      

                  	
                    (q)

                  	
                    when
      designated “B12
      Facility” in relation to a Lender at any time, and save as
      otherwise provided in this
Agreement,

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    the
      amount of its B12 Facility Commitment as provided in Clause 2.3 (Roll Effective Date);
      or

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    as
      specified in the Transfer Deed pursuant to which each such Lender becomes
      a party to this Agreement.

                  


          

           

          
            	
                     
      

                  	
                    (r)

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

                  


          

           

          
            	
                     
      

                  	
                    (s)

                  	
                    when
      designated “RCF
      Facility” in relation to a Lender at any time, means its Revolving
      Facility Commitment and Secondary Revolving Facility
      Commitment;

                  


          

           

          
            	
                     
      

                  	
                    (t)

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

                  


          

           

          
            	
                     
      

                  	
                    (u)

                  	
                    when
      designated “Secondary
      Revolving Facility” in relation to a Lender at any time, and save
      as otherwise provided in this
Agreement,

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    the
      amount of its Secondary Revolving Facility Commitment as provided in
      Clause 2.3 (Roll
      Effective Date); or

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    as
      specified in the Transfer Deed pursuant to which each such Lender becomes
      a party to this Agreement;

                  


          

           

          in each
case to the extent not cancelled, reduced or transferred by it under this
Agreement, and without any such designation means “A Facility Commitment”, “A1 Facility Commitment”,
“A2 Facility
Commitment”, “A3
Facility Commitment”, “Additional Facility
Commitment”, “B1
Facility Commitment”,
“B2 Facility
Commitment”,
“B3 Facility
Commitment”,
“B4 Facility
Commitment”, “B5
Facility Commitment”, “B6 Facility Commitment”,
“B7 Facility
Commitment”, “B8
Facility Commitment”, “B9 Facility Commitment”,
“B10 Facility
Commitment”, “B11
Facility Commitment”, “B12 Facility Commitment”,
“C Facility Commitment”,
“RCF Facility
Commitment”, “Revolving
Facility Commitment” and “Secondary Revolving Facility
Commitment” as the context requires.

           

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

           

          “Company” means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    VMIH;
      or

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    following
      a solvent liquidation of VMIH, pursuant to the provisions of
      Clause 25.20 (Solvent Liquidation),
      NTL Finance Limited.

                  


          

           

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

           

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

           

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

           

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

           

          “Consolidated Operating
Cashflow” has the meaning ascribed to it in Clause 23.1 (Financial
Definitions).

           

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

           

          “Consolidated Total Net Cash Interest
Payable” has the meaning ascribed to it in Clause 23.1 (Financial
Definitions).

           

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

           

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

           

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

           

          “Conversion Notice” has the
meaning given to such term in paragraph (a) of Clause 6.1(Utilisation of Ancillary
Facilities).

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Documentary Credit” means a
letter of credit, bank guarantee, indemnity, performance bond or other
documentary credit issued or to be issued by an L/C Bank pursuant to
Clause 4.1 (Conditions to
Utilisation).

           

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

           

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

           

          “Effective Date” has the
meaning given to such term in paragraph (a) of Clause 6.1 (Utilisation of Ancillary
Facilities).

           

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

           

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

           

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

           

          “Encumbrance”
means:

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          
            	
                     
      

                  	
                    (c)

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

                  


          

           

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

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    land
      (including land under water).

                  


          

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    provide
      remedies or compensation for harm or damage to the Environment;
      or

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    relate
      to Hazardous Substances or health or safety
  matters.

                  


          

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          
            	
                     
      

                  	
                    (c)

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

                  


          

           

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

           

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

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    the
      rate per annum for deposits in euro which appears on the Relevant Page for
      such period at or about 11.00 am (Brussels time) on the Quotation Date for
      such period; or

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

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

           

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

           

          “Event of Default” means any of
the events or circumstances described as such in Clause 27(Events of
Default).

           

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

           

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

           

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

           

          “Exchange Notes” means each of
the securities issued in exchange for any of the loans outstanding under the
Bridge Facility or the Alternative Bridge Facility, as the context may require,
and including any indenture pursuant to which they are issued.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Expiry Date” means, in
relation to any Documentary Credit granted under this Agreement, the date stated
in it to be its expiry date or the latest date on which demand may be made under
it being a date falling on or prior to the Final Maturity Date in respect of the
Revolving Facility or Secondary Revolving Facility under which it is issued (for
the avoidance of doubt, if it is issued under both the Revolving Facility and
the Secondary Revolving Facility, the Expiry Date must be a date falling on or
prior to the Final Maturity Date in respect of the Revolving
Facility).

           

          “Facilities” means the A
Facility, the A1 Facility, the A2 Facility, the A3 Facility, any Additional
Facility, the B1 Facility, the B2 Facility, the B3 Facility, the B4 Facility,
the B5 Facility, the B6 Facility, the B7 Facility, the B8 Facility, the B9
Facility, the B10 Facility, the B11 Facility, the B12 Facility, the C Facility,
the Revolving Facility, the Secondary Revolving Facility, any Ancillary Facility
and any Documentary Credit granted to the Borrowers under this Agreement, and
“Facility” means any of
them, as the context may require.

           

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

           

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

           

          “Fees Letters” means the fees
letters referred to in Clauses 16.2 (Arrangement and Underwriting
Fee), 16.3 (Agency
Fee) and 16.5 (L/C Bank
Fee).

           

          “Final Maturity Date”
means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    in
      respect of the Revolving Facility, 3 March
  2011;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      respect of the Secondary Revolving Facility, 3 March 2011 or, after
      the occurrence of a Paydown Event, 3 June
  2012;

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    in
      respect of an Additional Facility, as agreed by the Company and the
      relevant Additional Facility Lenders in the relevant Additional Facility
      Accession Agreement, but subject to Clause 2.9 (Additional
      Facility);

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    in
      respect of the A Facility and the A1 Facility, 3 March
      2011;

                  


          

           

          
            	
                     
      

                  	
                    (e)

                  	
                    in
      respect of the A2 Facility and the A3 Facility, 3 March
      2011 or, after the occurrence of a Paydown Event, 3 June
      2012;

                  


          

           

          
            	
                     
      

                  	
                    (f)

                  	
                    in
      respect of the B1 Facility, the B2 Facility, the B3 Facility, the B4
      Facility, the B5 Facility, the B6 Facility, the B7 Facility, the B8
      Facility, the B9 Facility, the B10 Facility, the B11 Facility and the B12
      Facility, 3 September 2012;
and

                  


          

           

          
            	
                     
      

                  	
                    (g)

                  	
                    in
      respect of the C Facility, 3 March
2013.

                  


          

           

          “Finance Documents”
means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    this
      Agreement, any Documentary Credit, any Accession Notices and any Transfer
      Deeds;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    the
      Fees Letters;

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    any
      Ancillary Facility Documents;

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    the
      Security Documents;

                  


          

           

          
            	
                     
      

                  	
                    (e)

                  	
                    the
      Security Trust Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (f)

                  	
                    the
      Group Intercreditor Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (g)

                  	
                    the
      HYD Intercreditor Agreement and any Supplemental Additional High Yield
      Notes Intercreditor Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (h)

                  	
                    the
      Barclays Intercreditor Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    the
      Hedging Agreements either entered into pursuant to Clause 24.9 (Hedging) or permitted
      to be entered into pursuant to paragraph (c) of Clause 25.12 (Limitation on
      Hedging);

                  


          

           

          
            	
                     
      

                  	
                    (j)

                  	
                    each
      Additional Facility Accession
Agreement;

                  


          

           

          
            	
                     
      

                  	
                    (k)

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

                  


          

           

          
            	
                     
      

                  	
                    (l)

                  	
                    any
      other agreement or document designated a “Finance Document” in
      writing by the Facility Agent and the
Company.

                  


          

           

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

           

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

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    moneys
      borrowed;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    any
      amount raised by acceptance under any acceptance credit
      facility;

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    any
      amount raised pursuant to any note purchase facility or the issue of
      bonds, notes, debentures, loan stock or any similar instrument (for the
      avoidance of doubt excluding any loan notes or similar instruments issued
      solely by way of consideration for the acquisition of assets in order to
      defer capital gains or equivalent taxes where such loan notes or similar
      instruments are not issued for the purpose of raising
      finance);

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    the
      principal portion of any liability in respect of any Finance
      Lease;

                  


          

           

          
            	
                     
      

                  	
                    (e)

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

                  


          

           

          
            	
                     
      

                  	
                    (f)

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

                  


          

           

          
            	
                     
      

                  	
                    (g)

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

                  


          

           

          
            	
                     
      

                  	
                    (h)

                  	
                    any
      derivative transaction entered into in connection with protection against
      or benefit from fluctuation in any rate or price (and, when calculating
      the value of any derivative transaction, only the marked to market value
      shall be taken into account, provided that for the purposes of
      Clause 27.5 (Cross
      Default), only the net amount not paid or which is payable by the
      relevant member of the Group shall be
included);

                  


          

           

          
            	
                     
      

                  	
                    (i)

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

                  


          

           

          
            	
                     
      

                  	
                    (j)

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

                  


          

           

          
            	
                     
      

                  	
                    (k)

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

                  


          

           

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

           

          “Financial Quarter” has the
meaning ascribed to it in Clause 23.1 (Financial
Definitions).

           

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

           

          “First Amendment Effective
Date” has the meaning given to it in an amendment letter dated 22 May
2006 between the Ultimate Parent, VMIH, the US Borrower and the Facility
Agent.

           

          “Fitch” means Fitch Ratings or
any successor thereof.

           

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

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    indirectly
      receives funding from a Bank Holdco;
and/or

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

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

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (i)

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

                  


          

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          
            	
                     
      

                  	
                    (i)

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

                  


          

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

          
            	
                     
      

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

                  


          

           

          “Gilt Rate” means as at any
prepayment date, the yield to maturity as of such prepayment date of United
Kingdom government securities with a fixed maturity (as compiled by the Office
for National Statistics and published in the most recent financial statistics
that have become publicly available at least two Business Days in London prior
to such prepayment date (or, if such financial statistics are no longer
published, any publicly available source of similar market data)) most nearly
equal to the period from such prepayment date to and including the Designated
Anniversary; provided,
however, that if the
period from such prepayment date to and including the Designated Anniversary is
less than one year, the weekly average yield on actually traded United Kingdom
government securities denominated in Sterling adjusted to a fixed maturity of
one year shall be used.

           

          “Group” means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    for
      the purposes of Clause 22.1 (Financial Statements),
      Clause 22.3 (Budget) and
      Clause 23 (Financial Condition)
      and any other provisions in this Agreement using the terms defined in
      Clause 23 (Financial
      Condition):

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    the
      Ultimate Parent and its Subsidiaries from time to
  time;

                  


          

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    national
      and international communications transport services to communications
      companies; and

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    the
      provision of Content,

                  


          

           

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

           

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

           

          “Group Structure Chart”
means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    as
      at the Original Execution Date, the group structure charts relating to the
      Telewest Group and the NTL Group, in each case, as constituted immediately
      prior to the Merger Closing Date, which have been delivered to the
      Facility Agent prior to the Original Execution Date;
  and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    thereafter,
      the group structure charts delivered to the Facility Agent pursuant to
      paragraph 2 of Part 4 of Schedule 5 (Vanilla Conditions Subsequent
      Documents) and
      paragraph 2 of Part 6 of Schedule 4 (Baseball Conditions Subsequent
      Documents) or any updated group structure chart which is delivered
      to the Facility Agent pursuant to Clause 24.14 (Group Structure Chart)
      from time to time.

                  


          

           

          “Guaranteed Parent Debt” has
the meaning given to such term in paragraph (h) of Clause 25.4 (Financial
Indebtedness).

           

          “Guarantors”
means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    for
      the purposes of Clause 29 (Guarantee and
      Indemnity), the Parent, the Original Guarantors and any Acceding
      Guarantors or in respect of the C Facility only, the Parent only;
      and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    for
      the purposes of any other provision of the Finance Documents, the Original
      Guarantors and any Acceding
Guarantors;

                  


          

           

          and
“Guarantor” means any
one of them as the context requires, provided that in either case, such person
has not been released from its rights and obligations as a Guarantor hereunder
pursuant to Clause 43.7 (Release of Guarantees or
Security).

           

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

           

          “Hedge Counterparty” means each
Lender or Affiliate of a Lender which is a party to a Hedging Agreement entered
into for the purposes of Clause 24.9 (Hedging) and “Hedge Counterparties” means
all such Lenders or Affiliates.

           

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

           

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

           

          
            	
                     
      

                  	
                    (i)

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

                  


          

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

          
            	
                     
      

                  	
                    (iii)

                  	
                    the
      Financial Indebtedness constituted by any High Yield Refinancing is
      structurally and contractually subordinated to the Facilities on a basis
      no less favourable to the Facilities than the basis on which the Existing
      High Yield Notes and/or the Additional High Yield Notes and/or the New
      High Yield Notes are subordinated to the
  Facilities.

                  


          

           

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

           

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

           

          “Increased Cost”
means:

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    any
      additional or increased cost; or

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    any
      reduction of any amount due and payable under any Finance
      Document,

                  


          

           

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

           

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

           

          “Indemnifying Lender” has the
meaning set out in Clause 5.1(b) (Issue of Documentary
Credits).

           

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

           

          “Initial Information Memorandum” means
the information memorandum dated October 2005 approved by the Company concerning
the Obligors which, at the request of the Company and on its behalf, was
prepared in relation to the Facilities and the business, assets, financial
condition and prospects of the Group and which has been made available by the
Mandated Lead Arrangers to selected banks and other institutions for the purpose
of syndicating the Facilities, as supplemented by the proxy statement dated 31
January 2006 and delivered in connection with the Merger and the Forms 10-K of
the Ultimate Parent and NTL dated 28 February 2006.

           

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

           

          “Instructing Group”
means:

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    thereafter,
      a Lender or group of Lenders to whom in aggregate more than 662/3% of
      the aggregate amount of the Outstandings are (or if there are no
      Outstandings at such time, immediately prior to their repayment, were
      then) owed,

                  


          

           

          in each
case, calculated in accordance with the provisions of Clause 43.9 (Calculation of Consents),
provided that whilst any amounts remain outstanding under the A Facility, A1
Facility, A2 Facility, A3 Facility, any Additional Facility, B1 Facility, B2
Facility, B3 Facility, B4 Facility, B5 Facility, B6 Facility, B7 Facility, B8
Facility, B9 Facility, B10 Facility, B11 Facility and/or B12 Facility and/or
whilst any commitments remain available for drawing under the Revolving Facility
or Secondary Revolving Facility for the purposes of:

           

          
            	
                     
      

                  	
                    (i)

                  	
                    any
      amendment, waiver or consent relating to the provisions of Clause 11
      (Voluntary
      Prepayment) and Clause 12 (Mandatory Prepayment and
      Cancellation) except to the extent that such amendment, waiver or
      consent expressly relates to the cancellation of C Facility Commitments or
      the repayment of C Facility
Outstandings;

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    any
      amendment, waiver or consent relating to the provisions of Clause 23
      (Financial
      Condition);

                  


          

           

          
            	
                     
      

                  	
                    (iii)

                  	
                    any
      amendment, waiver or consent relating to Clause 27 (Events of Default)
      including without limitation, the exercise of any rights under
      Clause 27.17 (Acceleration) and/or
      Clause 27.18 (Repayment on
      Demand);

                  


          

           

          
            	
                     
      

                  	
                    (iv)

                  	
                    the
      making of any demand against any Guarantor (including, for the avoidance
      of doubt, the Parent) pursuant to Clause 29 (Guarantee and
      Indemnity);

                  


          

           

          
            	
                     
      

                  	
                    (v)

                  	
                    the
      exercise of any rights to crystallise, or require the Security Trustee to
      crystallise, any floating charge created pursuant to any Security Document
      or to enforce, or require the Security Trustee to enforce, any Encumbrance
      created pursuant to any Security Document, any amendment, waiver or
      consent relating to or any exercise of any other rights or benefits with
      respect to, the Security whether contained in this Agreement or any other
      Finance Document; and

                  


          

           

          
            	
                     
      

                  	
                    (vi)

                  	
                    any
      action to be taken by the Lenders to petition for (or vote in favour of
      any resolution for) or initiate or support or take any steps with a view
      to any insolvency, liquidation, reorganisation, administration or
      dissolution proceedings or any voluntary arrangement or assignment for the
      benefit of creditors or any similar proceedings involving the Parent or an
      Obligor,

                  


          

           

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

           

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

          
             

            “Interest” has the meaning
ascribed to it in Clause 23.1 (Financial
Definitions).

          

           

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

           

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

           

          “Intra-Group Services”
means:

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          
            	
                     
      

                  	
                    (c)

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

                  


          

           

          
            	
                     
      

                  	
                    (d)

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

                  


          

           

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

           

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

           

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

           

          “Law” means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    common
      or customary law;

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          
            	
                     
      

                  	
                    (c)

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

                  


          

           

          “L/C Bank” means the Original
L/C Bank and any other Lender which has been appointed as an L/C Bank in
accordance with Clause 5.11 (Appointment and Change of L/C
Bank) and which has not resigned in accordance with paragraph (c) of
Clause 5.11 (Appointment
and Change of L/C Bank).

           

          “L/C Bank Accession
Certificate” means a duly completed accession certificate in the form set
out in Schedule 11 (Form of
L/C Bank Accession Certificate).

           

          “L/C Proportion” means, in
relation to a Lender in respect of any Documentary Credit and save as otherwise
provided in this Agreement, the proportion (expressed as a percentage) borne by
such Lender’s Available RCF Facility Commitment to the Available RCF Facility
immediately prior to the issue of such Documentary Credit.

           

          “Legal Opinions” means any of
the legal opinions referred to in paragraph 5 of Part 1 to Schedule 4
(Conditions Precedent to First
Utilisation), paragraph 6 of Part 2 to Schedule 4 (Conditions Precedent to First
Baseball Utilisation) and paragraph 2 of Part 2 to Schedule 7
(Accession Documents)
required to be delivered pursuant to Clause 3.1 (Vanilla Conditions
Precedent), Clause 3.2 (Baseball Conditions Precedent) and
Clause 26 (Acceding Group
Companies), respectively.

           

          “Lender” means a person
(including each L/C Bank and each Ancillary Facility Lender) which:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    is
      named in Part 1 of Schedule 1 (Lenders and
      Commitments);

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    has
      become a party to this Agreement in accordance with the provisions of
      Clause 2.7 (Alternative Bridge Facility
      Refinancing),

                  


          

           

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

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    if
      no such rate is displayed and the Facility Agent shall not have selected
      an alternative service on which such rate is displayed as contemplated by
      the definition of “Relevant Page”, the arithmetic mean (rounded upwards,
      if not already such a multiple, to the nearest 5 decimal places) of the
      rates (as notified to the Facility Agent) at which each of the Reference
      Banks was offering to prime banks in the London interbank market deposits
      in the relevant currency for such period at or about 11.00 am on the
      Quotation Date for such period.

                  


          

           

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

           

          (a)          Clause 27.1
(Non-Payment);

           

          (b)          Clause 27.2
(Covenants);

           

          (c)          Clause 27.5
(Cross-Default);

           

          (d)          Clause 27.6
(Insolvency);

           

          (e)          Clause 27.7
(Winding-Up);

           

          (f)           Clause 27.8
(Execution or
Distress);

           

          (g)          Clause 27.9
(Similar
Events);

           

          (h)          Clause 27.10
(Repudiation);

           

          (i)           Clause 27.11
(Illegality);

           

          (j)           Clause 27.12
(Intercreditor
Default); and

           

          (k)          Clause 27.14
(Material Adverse
Effect).

           

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

           

          “Marketable Securities” means
any security which is listed on any publicly recognised stock exchange and which
has, or is issued by a company which has, a capitalisation of not less than £1
billion (or its equivalent in other currencies) as at the time such Marketable
Securities are acquired by any member of the Bank Group by way of consideration
for any disposal permitted under Clause 25.6 (Disposals).

           

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

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

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

           

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

           

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

           

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

           

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

           

          “Merger Closing Date” means the date
on which the Merger is completed in accordance with, and subject to the terms
and conditions of the Merger Agreement.

           

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

           

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

           

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

           

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

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    ensure
      the legality, validity, enforceability or admissibility in evidence in
      England and, if different, its jurisdiction of incorporation or
      establishment, of such Finance Documents to which it is party;
      and

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    carry
      on its business from time to time.

                  


          

           

          “Net Proceeds”
means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    any
      cash proceeds received by any member of the Bank Group (including, when
      received, any cash proceeds received by way of deferred instalment of
      purchase price or from the sale of Cash Equivalent Investments or
      Marketable Securities acquired by any member of the Bank Group in
      consideration for any Disposal as contemplated under Clause 25.6
      (Disposals)) in
      connection with any Disposal after
deducting:

                  


          

           

          
            	
                     
      

                  	
                    (i)

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

                  


          

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

          
            	
                     
      

                  	
                    (iii)

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

                  


          

           

          
            	
                     
      

                  	
                    (iv)

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

                  


          

           

          
            	
                     
      

                  	
                    (v)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

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

           

          “New High Yield Notes” means
the $550,000,000 9.125% Senior Notes due 2016 issued by the Parent on
25 July, 2006.

           

          “New High Yield Offering” means
the offering of the New High Yield Notes.

           

          
            	
                     
      

                  	
                    “Non-Bank Group Serviceable
      Debt” means:

                  


          

           

          
            	
                     
      

                  	
                    (a)

                  	
                    Financial
      Indebtedness arising under the Bridge Facility Agreement or the
      Alternative Bridge Facility (or the Exchange Notes, as applicable) or the
      New High Yield Notes, the Existing High Yield Notes, the Additional High
      Yield Notes or any High Yield
Refinancing;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    Financial
      Indebtedness arising under any Guaranteed Parent Debt;
  and

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    any
      other Financial Indebtedness which is raised by any member of the Group
      which is not a member of the Bank Group, (i) where the Company has
      provided not less than 5 Business Days’ prior written notice to the
      Facility Agent designating such Financial Indebtedness as Non-Bank Group
      Serviceable Debt, and (ii) the proceeds of which are contributed into the
      Bank Group in accordance with the provisions of Clause 24.15 (Contributions to the Bank
      Group),

                  


          

           

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

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    the
      Company or the Facility Agent has requested the Lenders to consent to an
      amendment to, or waiver, of any provision of the Finance
      Documents;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    the
      consent or amendment in question requires the agreement of all Lenders
      affected thereby;

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    Lenders
      representing not less than 80% of the Commitments or Outstandings, as the
      case may be, have agreed to such consent or amendment;
  and

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    the
      Company has notified the Lender it will treat it as a Non-Consenting
      Lender.

                  


          

           

          “Non-Funding Lender” is
either:

           

          (a)           a
Lender which fails to comply with its obligation to participate in any Advance
where:

           

          
            	
                     
      

                  	
                    (i)

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

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    Lenders
      representing not less than 80% of the relevant Commitments have agreed to
      comply with their obligations to participate in such Advance;
      and

                  


          

           

          
            	
                     
      

                  	
                    (iii)

                  	
                    the
      Company has notified the Lender that it will treat it as a Non-Funding
      Lender; or

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Obligors’ Agent” means the
Company in its capacity as agent for the Parent and the Obligors (other than the
US Borrower), pursuant to Clause 30.18 (Obligors’
Agent).

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    is
      readily available to banks in the London interbank market, and is freely
      convertible into Sterling on the Quotation Date and the Utilisation Date
      for the relevant Advance; and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    has
      been approved by the Facility Agent (acting on the instructions of all the
      Lenders) on or prior to receipt by the Facility Agent of the relevant
      Utilisation Request.

                  


          

           

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

           

          “Original Execution Date” means
3 March 2006.

           

          “Original Financial Statements”
means:

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          “Original Guarantor” means each
of the companies and partnerships listed in Part 1 of Schedule 2 (The Original Guarantors), which
in each case has not ceased to be a party to this Agreement in accordance with
the terms of this Agreement.

           

          “Original Obligors” means the
UK Borrowers, the US Borrower and the Original Guarantors

           

          “Outstanding L/C Amount”
means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    each
      sum paid or payable by an L/C Bank to a Beneficiary pursuant to the terms
      of a Documentary Credit; and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    all
      liabilities, costs (including, without limitation, any costs incurred in
      funding any amount  which falls due from an L/C Bank under a
      Documentary Credit), claims, losses and expenses which an L/C Bank (or any
      of the Indemnifying Lenders) incurs or sustains in connection with a
      Documentary Credit,

                  


          

           

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

           

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

           

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

           

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

           

          “Parent Refinancing
Indebtedness” means any Parent Debt incurred to refinance all or any part
of the Outstandings including the payment of all principal, interest, fees,
expenses, commissions, make-whole and any other contractual premium payable, in
respect of such Outstandings and any fees, costs and expenses incurred in
connection with such refinancing.

           

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

           

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

           

          “Paydown Event” means the
earliest date, on or before the Paydown Event Deadline, on which 20% or more of
the A Facility Outstandings and the A1 Facility Outstandings as at the Sixth
Amendment Record Date (and, for the avoidance of doubt, including any such A
Facility Outstandings and A1 Facility Outstandings subsequently transferred to
the A2 Facility or the A3 Facility pursuant to Clause 2.3 (Roll Effective Date)) (the
“Paydown Amount”) have
been irrevocably prepaid pursuant to Clause 11 (Voluntary Prepayment) or
Clause 12 (Mandatory
Prepayment and Cancellation) in accordance with the terms of this
Agreement.

           

          “Paydown Event Deadline” means
the later of (i) 30 April 2009, (ii) the date falling six months after the Roll
Effective Date (the “Six-Month
Roll Date”), and (iii), if the Company has served notice 10 Business Days
prior to the Six-Month Roll Date to the Facility Agent that it wishes to extend
such deadline and, no later than the Six-Month Roll Date, has paid a fee of
0.10% of the A2 Facility Outstandings, A3 Facility Outstandings and Secondary
Revolving Facility Outstandings, to the Lenders of such A2 Facility
Outstandings, A3 Facility Outstandings and Secondary Revolving Facility
Outstandings on the day such payment is made on or after the date of such
notice, the later of (a) 31 July 2009 and (b) the date falling nine months after
the Roll Effective Date.

           

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

           

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

           

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

           

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

           

          “Permitted Joint Ventures”
means any Joint Venture permitted under Clause 25.9 (Joint Ventures) that the
Company designates as such by giving notice in writing to the Facility
Agent.

           

          “Permitted Payments”
means:

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          (i)           by the terms of the Finance
Documents;

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

          
            
              	
                       
      

                    	
                      (iii)

                    	
                      by
      the terms of any Guaranteed Parent
Debt;

                    


            

          

           

          
            	
                     
      

                  	
                    (iv)

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

                  


          

           

          
            	
                     
      

                  	
                    (v)

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

                  


          

           

          
            	
                     
      

                  	
                    (vi)

                  	
                    by
      the purposes of implementing the steps expressly contemplated by the Steps
      Paper;

                  


          

           

          
            	
                     
      

                  	
                    (vii)

                  	
                    by
      the purposes of implementing any Content Transaction or Business Division
      Transaction;

                  


          

           

          
            	
                     
      

                  	
                    (viii)

                  	
                    by
      the terms of the Notes; or

                  


          

           

          
            	
                     
      

                  	
                    (ix)

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

                  


          

           

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

           

          
            	
                     
      

                  	
                    (c)

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

                  


          

           

          
            	
                     
      

                  	
                    (i)

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

                  


          

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

          
            	
                     
      

                  	
                    (iii)

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

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    any
      payment of
      any dividend, payment, loan or other distribution, or the repayment of a
      loan, or the redemption of loan stock or redeemable equity made in order
      to enable payments of dividends or distributions
      by the Ultimate Parent to its shareholders or the repurchase of capital
      stock of the Ultimate Parent:

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    in
      an amount of up to £10 million per annum plus, at any time after 1 January
      2007, an additional amount per annum, up to the maximum amount specified
      below determined by reference to the Leverage Ratio immediately prior to
      the declaration of such dividend or the making of such payment, loan or
      other distribution (calculated on a pro forma basis after giving effect to
      such payment) in accordance with the following
  table:

                  


          

           

          
            
              	 
      	
                      
                        Leverage
      Ratio

                      

                    	 
      	
                      
                        Maximum
      Amount Per 

                        Annum

                      

                    
	 	 	 	 
	 
      	
                      Greater
      than 3.75x

                    	 
      	
                      £100
      million

                    
	 	 	 	 
	 
      	
                      Less
      than or equal to 3.75x

                    	 
      	
                      No
      Limit

                    


            

             

            
              	
                       
      

                    	
                      (ii)

                    	
                      in
      an amount of up to £200 million from the cash proceeds of a Content
      Transaction; and

                    


            

             

          

          
            	
                     
      

                  	
                    (iii)

                  	
                    in
      an amount of up to £200 million from the cash proceeds of a Business
      Division Transaction provided that the Leverage Ratio immediately prior to
      the declaration of such dividend or the making of such payment, loan or
      other distribution is less than
4.0:1,

                  


          

           

          in each
case, provided always that no Event of Default has occurred or is continuing or
would result following such payment;

           

          
            	
                     
      

                  	
                    (e)

                  	
                    any
      payments made pursuant to and in accordance with the Tax Cooperation
      Agreement, provided that:

                  


          

           

          
            	
                     
      

                  	
                    (i)

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

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    any
      payments made to any Holding Company of VMIH for the purposes of settling
      any liabilities owed to the United States Internal Revenue Service which
      have arisen following delivery of a Structure Notice and implementation of
      the relevant steps set out in the Steps Paper, in reliance upon the
      Structure 2 Opinions:

                  


          

           

          
            	
                     
      

                  	
                    (A)

                  	
                    at
      any time prior to and including 31 December 2009, shall not be made
      without the prior written consent of an Instructing Group;
    or

                  


          

           

          
            	
                     
      

                  	
                    (B)

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

                  


          

           

          
            	
                     
      

                  	
                    (i)

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

                  


          

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

          
            	
                     
      

                  	
                    (iii)

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

                  


          

           

          
            	
                     
      

                  	
                    (iv)

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

                  


          

           

          
            	
                     
      

                  	
                    (v)

                  	
                    the
      proceeds of any Parent Intercompany Debt or the proceeds of any Equity
      Equivalent Funding,

                  


          

           

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

           

          
            	
                     
      

                  	
                    (f)

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

                  


          

           

          
            	
                     
      

                  	
                    (g)

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

                  


          

           

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

           

          “Prepayment Premium” has the
meaning given to such term in Clause 11.1 (Voluntary
Prepayment).

           

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

           

          “Proportion” in relation to a
Lender, means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    in
      relation to an Advance to be made under this Agreement, the proportion
      borne by such Lender’s Available Commitment in respect of the relevant
      Facility, the relevant Borrower and the relevant currency to the relevant
      Available Facility;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      relation to an Advance or Advances outstanding under this Agreement, the
      proportion borne by such Lender’s share of the Sterling Amount of such
      Advance or Advances to the total Sterling Amount
  thereof;

                  


          

           

          
            	
                     
      

                  	
                    (c)

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

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    if
      paragraph (b) does not apply and there are any Outstandings, the
      proportion borne by such Lender’s share of the Sterling Amount of the
      Outstandings to the Sterling Amount of all the Outstandings for the time
      being.

                  


          

           

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

           

          “Qualifying UK Lender” means in
relation to a payment of interest on a participation in an Advance to a UK
Borrower, a Lender which is:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    a
      UK Bank Lender;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    a
      UK Non-Bank Lender; or

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    a
      UK Treaty Lender.

                  


          

           

          “Quarter Date” has the meaning
ascribed to it in Clause 23.1 (Financial
Definitions).

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    if
      the relevant currency is Sterling, the first day of that
      period;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    if
      the relevant currency is euro, 2 TARGET Days before the first day of that
      period; or

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    in
      relation to any other currency, 2 Business Days before the first day of
      that period,

                  


          

           

          provided
that if market practice differs in the Relevant Interbank Market for a currency,
the Quotation Date for that currency will be determined by the Facility Agent in
accordance with market practice in the Relevant Interbank Market (and if
quotations would normally be given by leading banks in the Relevant Interbank
Market on more than one day, the Quotation Date will be the last of those
days).

           

          “RCF Facility” means the
Revolving Facility and the Secondary Revolving Facility.

           

          “RCF Facility Instructing
Group” means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    before
      any Utilisation of the RCF Facility under this Agreement, a Lender or
      group of Lenders whose Available RCF Facility Commitments amount in
      aggregate to more than 662/3% of
      the Available RCF Facility; and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    thereafter,
      a Lender or group of Lenders to whom in aggregate more than 662/3% of
      the aggregate amount of the RCF Facility Outstandings are (or if there are
      no RCF Facility Outstandings at such time, immediately prior to their
      repayment, were then) owed,

                  


          

           

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

           

          “RCF Facility Outstandings”
means the Revolving Facility Outstandings and the Secondary Revolving Facility
Outstandings.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Relevant Tax Jurisdiction”
means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    the
      United Kingdom, in relation to a UK
Borrower;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    the
      United States of America, in relation to the US Borrower;
    and

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    any
      jurisdiction in which any person is liable to tax by reason of its
      domicile, residence, place of management or other similar criteria (but
      not any jurisdiction in respect of which that person is liable to tax by
      reason only of its having a source of income in that
      jurisdiction).

                  


          

           

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

           

          “Repayment Date”
means:

           

          
            
              	
                       
      

                    	
                      (a)

                    	
                      in
      relation to any Revolving Facility Advance or Secondary Revolving Facility
      Advance, the last day of its Term;

                    


            

             

            
              	
                       
      

                    	
                      (b)

                    	
                      in
      respect of the A Facility Outstandings and the A1 Facility Outstandings
      and, prior to a Paydown Event, the A2 Facility Outstandings and the A3
      Facility Outstandings, (i) each of the dates specified in
      Clause 9.1 (Repayment of A Facility
      Outstandings, A1 Facility Outstandings, A2 Facility Outstandings and
      A3 Facility Outstandings) as an Amortisation Repayment Date in
      respect of the relevant Term Facility Outstandings and (ii) the
      relevant Final Maturity Date, and

                    


            

             

            
              	
                       
      

                    	
                      (c)

                    	
                      in
      respect of the Additional Facility Outstandings, B1 Facility Outstandings,
      the B2 Facility Outstandings, the B3 Facility Outstandings, the B4
      Facility Outstandings, the B5 Facility Outstandings, the B6 Facility
      Outstandings, the B7 Facility Outstandings, the B8 Facility Outstandings,
      the B9 Facility Outstandings, the B10 Facility Outstandings, the B11
      Facility Outstandings, the B12 Facility Outstandings and the C Facility
      Outstandings and, after a Paydown Event, the A2 Facility Outstandings and
      the A3 Facility Outstandings, the relevant Final Maturity
      Date,

                    


            

             

          

          provided
that if any such day is not a Business Day in the relevant jurisdiction for
payment, the Repayment Date will be the next succeeding Business Day in the then
current calendar month (if there is one) or the preceding Business Day (if there
is not).

           

          “Repayment Instalment” means,
in respect of the A Facility Outstandings, the A1 Facility Outstandings, the A2
Facility Outstandings and the A3 Facility Outstandings, the amounts required to
be paid by way of repayment on each Repayment Date.

           

          “Repeating Representations”
means the representations and warranties set out in Clauses 21.2 (Due Organisation), 21.5
(No Immunity), 21.6
(Governing Law and
Judgments), 21.7 (All
Actions Taken), 21.9 (Binding Obligations), 21.10
(No Winding Up), 21.11
(No Event of Default),
21.18 (Execution of Finance
Documents), 21.27 (Investment Company Act),
21.28 (Margin Stock),
21.34 (US Patriot Act)
and 21.36 (Compliance with
ERISA).

           

          “Reservations”
means:

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    the
      reservations in or anything disclosed by any of the Legal
      Opinions;

                  


          

           

          
            	
                     
      

                  	
                    (d)

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

                  


          

           

          
            	
                     
      

                  	
                    (e)

                  	
                    any
      circumstance arising through a failure to obtain any consent from any
      lessor, licensor or other counterparty whose consent is required to the
      grant of any Security over any lease, licence or other agreement or
      contract on or before the execution of a Security
  Document.

                  


          

           

          “Restricted Guarantors”
means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    each
      of the Original Guarantors listed in Part 2 of Schedule 2 (The Restricted
      Guarantor); and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    any
      other Guarantor that accedes to this Agreement pursuant to
      Clause 26.2 (Acceding Guarantors),
      which is (i) incorporated, created or organised under the laws of the
      United States of America or any State of the United States of America
      (including the District of Columbia) and is a “United States person” (as
      defined in Section 7701(a)(30) of the Code); or (ii) treated for US
      federal income tax purposes as a disregarded entity that is a branch of a
      Guarantor described in sub-paragraph (b)(i)
  hereof.

                  


          

           

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

           

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

           

          “Revolving Facility Margin”
means, in relation to Revolving Facility Advances and subject to
Clause 13.3 (Margin
Ratchet for Revolving Facility Advances and, Prior to a Paydown Event, Secondary
Revolving Facility Advances), 1.875% per annum.

           

          “Revolving Facility
Outstandings” means, at any time, the aggregate outstanding amount of
each Revolving Facility Advance and of each Revolving Lenders Participation in
an Outstanding L/C Amount.

           

          “Roll Consent” means, with
respect to a Lender, that such Lender has consented, pursuant to
Clause 43.4 (Consents), in a form and
substance acceptable to the Facility Agent, with respect to such Lender’s
A Facility Commitments and A Facility Outstandings, A1 Facility
Commitments and A1 Facility Outstandings, B1 Facility Commitments and B1
Facility Outstandings, B2 Facility Commitments and B2 Facility
Outstandings, B3 Facility Commitments and B3 Facility Outstandings,
B4 Facility Commitments and B4 Facility Outstandings, B5 Facility
Commitments and B5 Facility Outstandings, B6 Facility Commitments and B6
Facility Outstandings and Revolving Facility Commitments and Revolving Facility
Outstandings becoming A2 Facility Commitments and A2 Facility Outstandings,
A3 Facility Commitments and A3 Facility Outstandings, B7 Facility
Commitments and B7 Facility Outstandings, B8 Facility Commitments and B8
Facility Outstandings, B9 Facility Commitments and B9 Facility
Outstandings, B10 Facility Commitments and B10 Facility Outstandings,
B11 Facility Commitments and B11 Facility Outstandings, B12 Facility
Commitments and B12 Facility Outstandings and Secondary Revolving Facility
Commitments and Secondary Revolving Facility Outstandings,
respectively.

           

          “Roll Effective Date” means 10
November 2008.

           

          “Rollover Advance” has the
meaning ascribed to it in Clause 8.2 (Rollover
Advances).

           

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

           

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

           

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

           

          “Second Amendment Effective
Date” has the meaning given to it in an amendment letter dated 10 July
2006 between the Ultimate Parent, VMIH, the US Borrower and the Facility
Agent.

           

          “Secondary Revolving Facility”
means the revolving loan facility (including any Ancillary Facility and the
Documentary Credit facility) granted to the relevant Borrower pursuant to
Clause 2.1(j)(ii) (The
Facilities).

           

          “Secondary Revolving Facility
Margin” means, in relation to the Secondary Revolving Facility Advances,
(a) until the occurrence of a Paydown Event, subject to Clause 13.3
(Margin Ratchet for Revolving
Facility Advances and, Prior to a Paydown Event, Secondary Revolving Facility
Advances), 1.875% per annum, and (b) on the date of a Paydown Event
and thereafter, subject to Clause 13.4 (Margin Ratchet for Secondary
Revolving Facility Advances on and after a Paydown Event), 3.125% per
annum.

           

          “Secondary Revolving Facility
Outstandings” means, at any time, the aggregate outstanding amount of
each Secondary Revolving Facility Advance and of each Secondary Revolving
Facility Lender’s participation in an Outstanding L/C Amount.

           

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

           

          “Security Documents”
means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    each
      of the Initial Security Documents and the Subsequent Security
      Documents;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    any
      security documents required to be delivered by an Acceding Obligor
      pursuant to Clauses 26.1 (Acceding Borrowers) and
      26.2 (Acceding
      Guarantors);

                  


          

           

          
            	
                     
      

                  	
                    (c)

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

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    any
      other document executed at any time pursuant to Clause 24.12 (Further Assurance) or
      any similar covenant in any of the Security Documents referred to in
      paragraph (a) to (d) above.

                  


          

           

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

           

          “Senior Fees Letter” means the
letter dated 3 March 2006 from the Bookrunners to NTL and the Company in
relation to the fees payable to the Bookrunners for arranging and underwriting
the Facilities (other than the B5 Facility and the B6 Facility).

           

          “Short Term Notes” means the
notes to be issued by one or more Obligors to the US Borrower after the first
Utilisation of the B4 Facility hereunder.

           

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

           

          “Sit-up Acquisition Documents”
means each of:

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          
            	
                     
      

                  	
                    (c)

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

                  


          

           

          
            	
                     
      

                  	
                    (d)

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

                  


          

           

          
            	
                     
      

                  	
                    (e)

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

                  


          

           

          “Sixth Amendment” means the
amendment and restatement of this agreement pursuant to the letter agreement
dated 10 November 2008 between the Facility Agent, the Ultimate
Parent, the Parent, VMIH, VMIH Sub, TCN and Virgin Media Dover LLC.

           

          
            	
                     
      

                  	
                    “Sixth Amendment Record
      Date” means 13 October 2008.

                  


          

           

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

           

          “Solvent Liquidation” has the
meaning given to such term in Clause 25.20 (Solvent
Liquidation).

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    following
      the cancellation of the A1 Facility and the B1 Facility, for the purposes
      set out in paragraph (b) of Clause 2.4 (Purposes);
      or

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    for
      the purposes of refinancing the Total Baseball
  Debt,

                  


          

           

          provided
that in each case:

           

          
            	
                     
      

                  	
                    (i)

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

                  


          

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

          
            	
                     
      

                  	
                    (iii)

                  	
                    immediately
      prior to the incurrence of such Financial Indebtedness, the Bank Group is
      in compliance with the financial covenants set out in Clause 23.2
      (Ratios);

                  


          

           

          
            	
                     
      

                  	
                    (iv)

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

                  


          

           

          
            	
                     
      

                  	
                    (v)

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

                  


          

           

          
            	
                     
      

                  	
                    (vi)

                  	
                    following
      consummation of the Stand Alone Baseball Financing any transactions
      entered into between the Bank Group and the Baseball Group shall be
      subject to the provisions of Clause 25.10 (Transactions with
      Affiliates); and

                  


          

           

          
            	
                     
      

                  	
                    (vii)

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

                  


          

           

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

           

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

           

          “Sterling Amount” means at any
time:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    in
      relation to an Advance denominated in Sterling, the amount thereof, and in
      relation to any other Advance, the Sterling equivalent of the amount
      specified in the Utilisation Request (as at the date thereof) for that
      Advance, in each case, as adjusted, if necessary, in accordance with the
      terms of this Agreement and to reflect any repayment, consolidation or
      division of that Advance;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      relation to a Documentary Credit, (i) if such Documentary Credit is
      denominated in Sterling, the Outstanding L/C Amount in relation to it at
      such time or (ii) if such Documentary Credit is not denominated in
      Sterling, the equivalent in Sterling of the Outstanding L/C Amount at such
      time, calculated as at the later of (1) the date which falls
      2 Business Days before its issue date or any renewal date or (2) the
      date of any revaluation pursuant to Clause 5.3 (Revaluation of Documentary
      Credits);

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    in
      relation to any Ancillary Facility granted by a Lender, the amount of its
      RCF Facility Commitment converted to provide its Ancillary Facility
      Commitment as at the time of such conversion;
  and

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    in
      relation to any Outstandings, the aggregate of the Sterling Amounts
      (calculated in accordance with paragraphs (a), (b) and (c) above) of
      each outstanding Advance and/or Outstanding L/C Amount, made under the
      relevant Facility or Facilities (as the case may be) and/or in relation to
      Ancillary Facility Outstandings, (i) if such Outstandings are denominated
      in Sterling, the aggregate amount of it at such time and (ii) if such
      Outstandings are not denominated in Sterling, the Sterling equivalent of
      the aggregate amount of it at such
time.

                  


          

           

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

           

          “Structure Notice” means the
structure notice delivered by NTL and the Company to the Bookrunners, in
accordance with the provisions of the Original Agreement, pursuant to which NTL
and the Company elect to implement the restructuring steps referred to in the
Steps Paper as “Post-Combination
Restructuring - Second
Alternative (Structure
2)”.

           

          “Structure 2 Opinions”
means:

           

          (a)           an
opinion from a big four accounting firm; and

           

          (b)           an
opinion from an internationally recognized law firm,

           

          in each
case:

           

          
            	
                     
      

                  	
                    (i)

                  	
                    substantially
      in the form approved by the Mandated Lead Arrangers prior to the issuance
      of any Structure Notice;

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    issued
      on the date of the Structure Notice;
and

                  


          

           

          
            	
                     
      

                  	
                    (iii)

                  	
                    to
      the effect that (i) VMIH’s acquisition of Virgin Media (UK) Group, Inc.
      (formerly known as NTL (UK) Group, Inc.) shares from Virgin Media (UK)
      Group, Inc. (formerly known as NTL (UK) Group, Inc.) should not result for
      US federal income tax purposes in Virgin Media (UK) Group, Inc. (formerly
      known as NTL (UK) Group, Inc.), the Parent or VMIH recognising income or
      gain, and (ii) VMIH's acquisition of all the stock of Telewest UK in
      exchange for the Virgin Media (UK) Group, Inc. (formerly known as NTL (UK)
      Group, Inc.) shares should not result for US federal income tax purposes
      in the Ultimate Parent, any member of the Ultimate Parent’s US
      consolidated federal tax group, Virgin Media (UK) Group, Inc. (formerly
      known as NTL (UK) Group, Inc.), the Parent or VMIH recognising income or
      gain, in each case, pursuant to the implementation of the steps set out on
      the pages headed “Post
      Combination Restructuring - Second Alternative (Structure 2)” of
      the Steps Paper (including, at the Company’s option, alternative Steps
      6Y-10Y described therein).

                  


          

           

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

           

          “Structuring Date” means the
date proposed in the Structure Notice as the date on which the relevant
restructuring steps referred to in the Steps Paper as “Post-Combination Restructuring
- Second Alternative
(Structure 2)” are to be effected, which shall be a date falling no later
than the Structuring Completion Date and shall be no less than 4 Business Days
after the date of the Structure Notice.

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    constitutes
      Parent Intercompany Debt;

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

          
            	
                     
      

                  	
                    (c)

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

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    constitutes
      Equity Equivalent Funding,

                  


          

           

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

           

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

           

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

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    any
      company:

                  


          

           

          
            	
                     
      

                  	
                    (i)

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

                  


          

           

          
            	
                     
      

                  	
                    (ii)

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

                  


          

           

          
            	
                     
      

                  	
                    (iii)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    for
      the purposes of Clause 22 (Financial Information)
      and Clause 23 (Financial Condition)
      and any provision of this Agreement where the financial terms defined in
      Clause 23 (Financial Condition)
      are used,  any legal entity which is accounted for under
      applicable GAAP as a Subsidiary of the first-mentioned
      company.

                  


          

           

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

           

          “Supplemental Additional High Yield
Notes Intercreditor Agreement” has the meaning given to it in Clause
25.4(c)(iii) (Financial
Indebtedness).

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Tax Liability” has the meaning
set out in paragraph (e) of Clause 17.3 (Tax Indemnity).

           

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

           

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

           

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

           

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

           

          “Telewest UK” means Telewest UK
Limited, a company incorporated in England & Wales with registered number
04925679 and having its registered office at 160 Great Portland Street, London
W1W 5QA.

           

          “Term” means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    in
      relation to an RCF Facility Advance, the period for which such Advance is
      borrowed as specified in the relevant Utilisation Request (or, in relation
      to the initial Secondary Revolving Facility Advance outstanding on the
      Roll Effective Date, the remaining period from which such Advance was
      borrowed under the Revolving Facility as provided in Clause 2.3
      (Roll Effective
      Date)); and

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      relation to any Documentary Credit, the period from the date of its issue
      until its Expiry Date.

                  


          

           

          “Term Facilities” means the A
Facility, the A1 Facility, the A2 Facility, the A3 Facility, each Additional
Facility, the B1 Facility, the B2 Facility, the B3 Facility, the B4 Facility,
the B5 Facility, the B6 Facility, the B7 Facility, the B8 Facility, the B9
Facility, the B10 Facility, the B11 Facility and B12 Facility and the C Facility
and “Term Facility”
means any of them, as the context requires.

           

          “Term Facility Advance” means
any A Facility Advance, an A1 Facility Advance, an A2 Facility Advance, an A3
Facility Advance, each Additional Facility Advance, a B1 Facility Advance, a B2
Facility Advance, a B3 Facility Advance, a B4 Facility Advance, a B5 Facility
Advance, a B6 Facility Advance, a B7 Facility Advance a B8 Facility Advance, a
B9 Facility Advance, a B10 Facility Advance, a B11 Facility Advance, a B12
Facility Advance or a C Facility Advance and “Term Facility Advances” shall
be construed accordingly.

           

          “Term Facility Outstandings”
means, at any time, the aggregate of the A Facility Outstandings, the A1
Facility Outstandings, the A2 Facility Outstandings, the A3 Facility
Outstandings, the Additional Facility Outstandings, the B1 Facility
Outstandings, the B2 Facility Outstandings, the B3 Facility Outstandings, the B4
Facility Outstandings, the B5 Facility Outstandings, the B6 Facility
Outstandings the B7 Facility Outstandings, the B8 Facility Outstandings, the B9
Facility Outstandings, the B10 Facility Outstandings, the B11 Facility
Outstandings, the B12 Facility Outstandings and C Facility Outstandings, at such
time.

           

          “Termination Date” means
(without limiting the operation of Clause 2.3 (Roll Effective
Date)):

           

          
            	
                     
      

                  	
                    (a)

                  	
                    in
      relation to the Revolving Facility, the date which is 30 days prior to the
      Final Maturity Date in respect of the Revolving
  Facility;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      relation to the Secondary Revolving Facility, the date which is 30 days
      prior to the Final Maturity Date in respect of the Secondary Revolving
      Facility;

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    in
      relation to the A Facility and the A2 Facility, the earlier of (i) 2
      October 2006 or (ii) the Merger Closing
Date;

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    in
      relation to the B2 Facility, the B3 Facility, the B4 Facility, the B8
      Facility, the B9 Facility and the B10 Facility, the earlier of (i) 2
      October 2006 or (ii) the Structuring
Date;

                  


          

           

          
            	
                     
      

                  	
                    (e)

                  	
                    in
      relation to the B5 Facility, the B6 Facility, the B11 Facility and the B12
      Facility, 15 May 2007;

                  


          

           

          
            	
                     
      

                  	
                    (f)

                  	
                    in
      relation to the A1 Facility, the A3 Facility, the B1 Facility and the B7
      Facility, the earlier of (i) 2 October 2006 or (ii) the date falling 15
      days after the Baseball Effective
Date;

                  


          

           

          
            	
                     
      

                  	
                    (g)

                  	
                    in
      relation to the C Facility, the period of two weeks commencing on the date
      C Facility Lenders first accede to this Agreement or such longer period as
      the Facility Agent (acting on the instructions of all of the C Facility
      Lenders) and the Company may agree;

                  


          

           

          
            	
                     
      

                  	
                    (h)

                  	
                    in
      relation to each Ancillary Facility, the relevant Ancillary Facility
      Termination Date; and

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    in
      relation to the Additional Facility, the Additional Facility Termination
      Date specified in the relevant Additional Facility Accession
      Agreement.

                  


          

           

          “Total Baseball Debt” means all
amounts drawn under the A1 Facility, A3 Facility, B1 Facility and B7 Facility,
by Baseball Cash Bidco and used for any of the purposes specified in
paragraph (d) of Clause 2.4 (Purpose) (including without
limitation, any principal amounts, prepayment penalties, make-whole payments,
accrued interest and Break Costs relating thereto).

           

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

           

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

           

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

           

          “Treasury Rate” means, as of
any prepayment date, the yield to maturity of United States Treasury securities
with a constant maturity (as compiled and published in the most recent Federal
Reserve Statistical Release H.15 (519) which has become publicly available at
least two Business Days (but not more than five Business Days) prior to the
prepayment date (or, if such Statistical Release is not so published or
available, any publicly available source of similar market data selected by the
Company in good faith)) most nearly equal to the period from the prepayment date
to and including the Designated Anniversary; provided, however, that if the
period from the prepayment date to and including the Designated Anniversary is
not equal to the constant maturity of a United States Treasury security for
which a weekly average yield is given, the Treasury Rate shall be obtained by
linear interpolation (calculated to the nearest one-twelfth of a year) from the
weekly average yields of United States Treasury securities for which such yields
are given, except that if the period from the prepayment date to and including
the Designated Anniversary is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used.

           

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

           

          “UK Borrowers”
means:

           

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

           

          
            	
                     
      

                  	
                    (b)

                  	
                    thereafter,
      any Acceding Borrower that is liable to corporation tax in the United
      Kingdom,

                  


          

           

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

           

          “UK Channel Management” means
UK Channel Management Limited, a company incorporated in England & Wales
with registered number 3322468, whose registered office is at 160 Great Portland
Street, London W1W 5QA.

           

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

           

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

           

          “UK Gold” means UK Gold
Holdings Limited, a company incorporated in England and Wales with
registered  number 3298738, whose registered office is at 160 Great
Portland Street, London W1W 5QA.

           

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

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    a
      Lender which satisfies one of the other conditions set out in section 349B
      of the Taxes Act,

                  


          

           

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

           

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

           

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

           

          “UK Treaty Lender” means in
relation to a payment of interest on an Advance to a UK Borrower, a Lender which
is entitled to claim full relief from liability to taxation otherwise imposed by
such UK Borrower’s Relevant Tax Jurisdiction (in relation to that Lender’s
participation in Advances made to such UK Borrower) on interest under a Double
Taxation Treaty and which does not carry on business in that UK Borrower’s
Relevant Tax Jurisdiction through a permanent establishment with which that
Lender’s participation in that Advance is effectively connected and, in relation
to any payment of interest on any Advance made by that Lender, such UK Borrower
has received notification in writing from H.M. Revenue & Customs authorising
such UK Borrower to pay interest on such Advances without any Tax
Deduction.

           

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

           

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

           

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

           

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

           

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

           

          “Ultimate Parent” means, as at
the Original Execution Date, Telewest Global or at any time thereafter, the
person (if any) that accedes to this Agreement as the Ultimate Parent pursuant
to Clause 26.3 (Acceding
Holding Company).

           

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

           

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

           

          “US Accession Lender” means in
relation to a payment of interest on a participation in an Advance, a Lender
which is not a Qualifying UK Lender.

           

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

           

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

           

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

           

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

           

          “Utilisation” means the
utilisation of a Facility under this Agreement, whether by way of an Advance,
the issue of a Documentary Credit or the establishment of any Ancillary
Facility.

           

          “Utilisation Date”
means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    in
      relation to an Advance, the date on which such Advance is (or is
      requested) to be made;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    in
      relation to a utilisation by way of Ancillary Facility, the date on which
      such Ancillary Facility is established;
and

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    in
      relation to a utilisation by way of Documentary Credit, the date on which
      such Documentary Credit is to be issued, in each
  case,

                  


          

           

          in
accordance with the terms of this Agreement.

           

          “Utilisation Request”
means:

           

          
            	
                     
      

                  	
                    (a)

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

                  


          

           

          
            	
                     
      

                  	
                    (b)

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

                  


          

           

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

           

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

           

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

           

          
            	
                     
      

                  	
                    (a)

                  	
                    with
      respect to NTL, the Company, TCN or the Merger Sub only, Clause 27.1
      (Non-Payment);

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    with
      respect to the Company or TCN only, Clause 27.2 (Covenants) by virtue of
      a breach of the covenant in Clause 25.2 (Negative Pledge) which
      has a material adverse effect on the Security (taken as a
      whole);

                  


          

           

          
            	
                     
      

                  	
                    (c)

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

                  


          

           

          
            	
                     
      

                  	
                    (d)

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

                  


          

           

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

           

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

           

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

           

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

           

          
            	
                    1.2

                  	
                    Accounting
      Expressions

                  


          

           

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

           

          
            	
                    1.3

                  	
                    Construction

                  


          

           

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

           

          the
“Facility Agent”, the
“US Paying Agent”, the
“Administrative Agent”,
a “Mandated Lead
Arranger”, a “Joint Lead
Arranger”, a “Bookrunner”, the “Security Trustee”, a “Hedge Counterparty”, the
“L/C Bank”, an “Ancillary Facility Lender” or
a “Lender” shall be
construed so as to include their respective and any subsequent successors,
Transferees and permitted assigns in accordance with their respective
interests;

           

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

           

          “company” includes any body
corporate;

           

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

           

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

           

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

          
          

           

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

                  


          

           

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

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

                          


                  

                

              

            

          

           

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


            

          

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          
            	
                    1.4

                  	
                    Currency

                  


          

           

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

           

          
            	
                    1.5

                  	
                    Statutes

                  


          

           

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

           

          
            	
                    1.6

                  	
                    Time

                  


          

           

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

           

          
            	
                    1.7

                  	
                    References
      to Agreements

                  


          

           

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

           

          
             

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

                      

                    


            

          

           

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

                        

                      


              

            

          

           

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

                        

                      


              

            

          

           

          
            	
                    1.8

                  	
                    Documentary
      Credits

                  


          

           

          Any
reference in this Agreement to:

          
            
               

              
                	 	(a)	
                        
                          an
      amount borrowed includes any amount utilised by way of Documentary
      Credit;

                        

                      


              

            

          

           

          
            
              	 	(b)	
                      
                        a
      Lender funding its participation in a Utilisation includes an Indemnifying
      Lender participating in a Documentary
  Credit;

                      

                    


            

          

           

          
            
              	 	(c)	
                      
                        amounts
      outstanding under this Agreement include amounts outstanding under, or in
      relation to, any Documentary
Credit;

                      

                    


            

          

          
            
               

              
                	 	(d)	
                        
                          an
      outstanding amount of a Documentary Credit at any time is the maximum
      amount that is or may be payable by the L/C Bank in respect of that
      Documentary Credit at that
time;

                        

                      


              

            

          

          
             

            
              	 	(e)	
                      
                        a
      Borrower “repaying” a Documentary
      Credit or an Ancillary Facility utilised by way of performance bond
      means:

                      

                    


            

          

           

          
            
              
                
                  
                    
                      	 	 	(i)	
                              that
      Borrower providing cash cover for that Documentary Credit or performance
      bond;

                            
	 	 	 	 
	 	 	(ii)	
                              the
      maximum amount payable under the Documentary Credit or performance bond
      being reduced in accordance with its terms or otherwise in a manner
      satisfactory to the L/C or Ancillary Facility Lender, as the case be, in
      each case, acting reasonably; or

                            
	 	 	 	 
	 	 	(iii)	the
      L/C Bank or Ancillary Facility Lender, as the case be, being satisfied
      that it has no further liability under that Documentary Credit or
      performance
bond,


                    

                  

                

              

            

          

           

          and that
the amount by which a Documentary Credit or performance bond is repaid under
sub-paragraph (e)(i) or reduced under sub-paragraph (e)(ii) above is
the amount of the relevant cash cover or reduction; and

          
            
               

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

                          

                        


                

              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	 	(i)	
                                      the
      account is with the Facility Agent (if the cash cover is to be provided
      for all the Indemnifying Lenders) or with an Indemnifying Lender or the
      L/C Bank or the Ancillary Facility Lender (if the cash cover is to be
      provided for that Indemnifying Lender or the L/C Bank or Ancillary
      Facility Lender, as the case may be);

                                    
	 	 	 	 
	 	 	(ii)	
                                      in
      the case of cash deposited as cash cover for a Documentary Credit,
      withdrawals from the account may only be made to pay a Finance Party
      amounts due and payable to it under this Agreement in respect of that
      Documentary Credit until no amount is or may be outstanding under that
      Documentary Credit; and

                                    
	 	 	 	 
	 	 	(iii)	the relevant
      Borrower has executed a security document over that account, in form and
      substance satisfactory to the Facility Agent or the Finance Party with
      which that account is held, creating a first ranking security interest
      over that
account,


                            

                          

                        

                      

                    

                  

                

              

            

          

           

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

           

          
            	
                    1.9

                  	
                    Holding
      Company of Ultimate Parent

                  


          

           

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

           

          
            	
                    1.10

                  	
                    No
      Personal Liability

                  


          

           

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

           

          
            	
                    2.

                  	
                    THE FACILITIES

                  


          

           

          
            	
                    2.1

                  	
                    The
      Facilities

                  


          

           

          The
Lenders grant (or in the case of paragraph (i) below, following delivery of
a notice by the Company and upon their accession to this Agreement in accordance
with Clause 2.7 (Alternative Bridge Facility
Refinancing) below, the C Facility Lenders grant) upon the terms and
subject to the conditions of this Agreement:

           

          
            
              
                
                  	 	(a)	
                          
                            
                              to
      the UK
Borrowers,

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	 	(i)	
                                            a
      term loan facility in a maximum amount of £3,350,000,000 (the “A Facility”) which shall
      be available in Sterling in two drawings; provided that the
      amount of the A Facility on the Roll Effective Date shall be reduced by
      the amount of the A2 Facility on such date as provided in Clause 2.3
      (Roll Effective
      Date); and

                                          
	 	 	 	 
	 	 	(ii)	on and from the Roll
      Effective Date, a term loan facility in a maximum amount of the aggregate
      A2 Facility Commitments (the “A2 Facility”) which
      shall be available in Sterling and shall be fully drawn on the Roll
      Effective Date by transfer of Outstandings from the A Facility as provided
      in Clause 2.3 (Roll
      Effective
Date);


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
                
                  	 	(b)	
                          
                            
                              to
      Baseball Cash
Bidco,

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	 	(i)	
                                              a
      term loan facility in a maximum amount of £175,000,000 (the “A1 Facility”) which
      shall be available in Sterling in a single drawing; provided that the
      amount of the A1 Facility on the Roll Effective Date shall be reduced by
      the amount of the A3 Facility on such date as provided in Clause 2.3
      (Roll Effective
      Date); and

                                            
	 	 	 	 
	 	 	(ii)	
                                              on and from the Roll
      Effective Date, a term loan facility in a maximum amount of the aggregate
      A3 Facility Commitments (the “A3 Facility”) which
      shall be available in Sterling and shall be fully drawn on the Roll
      Effective Date by transfer of Outstandings from the A1 Facility as
      provided in Clause 2.3 (Roll Effective
      Date);

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
                
                  	 	(c)	
                          
                            
                              to
      Baseball Cash Bidco,


                            

                          

                        


                

              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	 	(i)	
                                              a
      term loan facility in a maximum amount of £300,000,000 (the “B1 Facility”) which
      shall be available in Sterling in a single drawing; provided that the
      amount of the B1 Facility on the Roll Effective Date shall be reduced by
      the amount of the B7 Facility on such date as provided in Clause 2.3
      (Roll Effective
      Date); and

                                            
	 	 	 	 
	 	 	(ii)	
                                              on and from the Roll
      Effective Date, a term loan facility in a maximum amount of the aggregate
      B7 Facility Commitments (the “B7 Facility”) which
      shall be available in Sterling and shall be fully drawn on the Roll
      Effective Date by transfer of Outstandings from the B1 Facility as
      provided in Clause 2.3 (Roll Effective
      Date);

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
                
                  	 	(d)	
                          
                            
                              to
      the
Company,

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	 	(i)	
                                              a
      term loan facility in a maximum amount of £350,652,430.56 (the “B2 Facility”) which
      shall be available in Sterling; provided that the
      amount of the B2 Facility on the Roll Effective Date shall be reduced by
      the amount of the B8 Facility on such date as provided in Clause 2.3
      (Roll Effective
      Date); and

                                            
	 	 	 	 
	 	 	(ii)	
                                              on and from the Roll
      Effective Date, a term loan facility in a maximum amount of the aggregate
      B8 Facility Commitments (the “B8 Facility”) which
      shall be available in Sterling and shall be fully drawn on the Roll
      Effective Date by transfer of Outstandings from the B2 Facility as
      provided in Clause 2.3 (Roll Effective
      Date);

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              to
      the
Company,

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	 	(i)	
                                              a
      term loan facility in a maximum amount of €500,000,000 (the “B3 Facility”) which
      shall be available in euro; provided that the
      amount of the B3 Facility on the Roll Effective Date shall be reduced by
      the amount of the B9 Facility on such date as provided in Clause 2.3
      (Roll Effective
      Date); and

                                            
	 	 	 	 
	 	 	(ii)	
                                              on and from the Roll
      Effective Date, a term loan facility in a maximum amount of the aggregate
      B9 Facility Commitments (the “B9 Facility”) which
      shall be available in euro and shall be fully drawn on the Roll Effective
      Date by transfer of Outstandings from the B3 Facility as provided in
      Clause 2.3 (Roll
      Effective
Date);

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              to
      the
US Borrower,

                            

                          

                        


                

              

            

          

          
             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	 	(i)	
                                                a
      term loan facility in a maximum amount of $650,000,000 (the “B4 Facility”) which
      shall be available in Dollars; provided that the
      amount of the B4 Facility on the Roll Effective Date shall be reduced by
      the  amount of the B10 Facility on such date as provided in
      Clause 2.3 (Roll
      Effective Date); and

                                              
	 	 	 	 
	 	 	(ii)	
                                                on and from the Roll
      Effective Date, a term loan facility in a maximum amount of the aggregate
      B10 Facility Commitments (the “B10 Facility”) which
      shall be available in Dollars and shall be fully drawn on the Roll
      Effective Date by transfer of Outstandings from the B4 Facility as
      provided in Clause 2.3 (Roll Effective
      Date);

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(g)	
                          
                            
                              to
      the
Company,

                            

                          

                        


                

              

            

          

          
             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	 	(i)	
                                                a
      term loan facility in a maximum amount of £590,000,000 (the “B5 Facility”) which
      shall be available in Sterling; provided that the
      amount of the B5 Facility on the Roll Effective Date shall be reduced by
      the amount of the B11 Facility on such date as provided in Clause 2.3
      (Roll Effective
      Date); and

                                              
	 	 	 	 
	 	 	(ii)	
                                                on and from the Roll
      Effective Date, a term loan facility in a maximum amount of the aggregate
      B11 Facility Commitments (the “B11 Facility”) which
      shall be available in Sterling and shall be fully drawn on the Roll
      Effective Date by transfer of Outstandings from the B5 Facility as
      provided in Clause 2.3 (Roll Effective
      Date);

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(h)	
                          
                            
                              to
      VMIH Sub
Limited,

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	 	(i)	
                                                  a
      term loan facility in a maximum amount of £300,000,000 (the “B6 Facility”) which
      shall be available in Sterling; provided that the
      amount of the B6 Facility on the Roll Effective Date shall be reduced by
      the amount of the B12 Facility on such date as provided in Clause 2.3
      (Roll Effective
      Date); and

                                                
	 	 	 	 
	 	 	(ii)	
                                                  on and from the Roll
      Effective Date, a term loan facility in a maximum amount of the aggregate
      B12 Facility Commitments (the “B12 Facility”) which
      shall be available in Sterling and shall be fully drawn on the Roll
      Effective Date by transfer of Outstandings from the B6 Facility as
      provided in Clause 2.3 (Roll Effective
      Date);

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(i)	
                          
                            
                              to
      the Company, a term loan facility in a maximum amount of up to
      £300,000,000 (the “C
      Facility”) which shall be available for utilisation in a single
      drawing during the C Facility Availability Period in Dollars and/or
      Sterling in such proportions as shall be agreed between the Company and
      the C Facility Lenders;
and

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(j)	
                          
                            
                              to
      the Borrowers (other than the US
  Borrower),

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	 	(i)	
                                                  a
      revolving loan facility in a maximum aggregate amount of £100,000,000 (the
      “Revolving
      Facility”) which shall be available for drawing in euro, Dollars,
      Sterling or any Optional Currency subject to the utilisation in full of
      the A Facility; provided that the
      maximum aggregate amount of the Revolving Facility on the Roll Effective
      Date shall be reduced by the maximum aggregate amount of the Secondary
      Revolving Facility on such date as provided in Clause 2.3 (Roll Effective Date);
      and

                                                
	 	 	 	 
	 	 	(ii)	a revolving loan
      facility in a maximum aggregate amount of the aggregate Secondary
      Revolving Facility Commitments (the “Secondary Revolving
      Facility”; together with the Revolving Facility, the “RCF Facility”) which
      shall be available for drawing in euro, Dollars, Sterling or any Optional
      Currency and shall be drawn on the Roll Effective Date to the extent
      provided in Clause 2.3 (Roll Effective
      Date).


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            	
                    2.2

                  	
                    Novation
      of B4 Facility

                  


          

           

          Subject
to the provisions of Clause 37.3 (Assignments or Transfers by
Lenders), the Facility Agent may on not less than 2 Business Days
prior notice, require the Company to (and the Company shall promptly thereafter)
transfer by way of novation and in form satisfactory to the Facility Agent, some
or all of its obligations under the B4 Facility to the US Borrower,
whereupon such US Borrower shall become the primary obligor in respect of
such obligations as if it had been the original Borrower thereof.

           

          
            	
                    2.3

                  	
                    Roll
      Effective Date

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              With
      effect on the Roll Effective Date, each Lender that has given a Roll
      Consent (each a “Rolling
      Lender”) and has, as of the Sixth Amendment Record
      Date:

                            

                          

                        


                

              

            

          

          
             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	 	(i)	
                                                an
      A Facility Commitment shall acquire an A2 Facility Commitment in the
      amount of such A Facility Commitment and concurrently
      therewith:

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
                
                  	 	 	 	(A)	
                          such
      Lender’s participation in any Outstandings under the A Facility shall be
      treated as being outstanding under the A2 Facility and no longer
      outstanding under the A Facility;

                        
	 	 	 	 	 
	 	 	 	(B)	
                          such
      Lender’s A Facility Commitment shall be reduced to zero;
    and

                        
	 	 	 	 	 
	 	 	 	(C)	
                          no
      further Utilisations of the A2 Facility may be made under this
      Agreement;

                        
	 	 	 	 	 


                

              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 	 	(ii)	
                                                    an
      A1 Facility Commitment shall acquire an A3 Facility Commitment in the
      amount of such A1 Facility Commitment and concurrently
      therewith:

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            
               

              
                
                  	 	 	 	(A)	
                          such
      Lender’s participation in any Outstandings under the A1 Facility shall be
      treated as being outstanding under the A3 Facility and no longer
      outstanding under the A1 Facility;

                        
	 	 	 	 	 
	 	 	 	(B)	
                          such
      Lender’s A1 Facility Commitment shall be reduced to zero;
    and

                        
	 	 	 	 	 
	 	 	 	(C)	
                          no
      further Utilisations of the A3 Facility may be made under this
      Agreement;

                        
	 	 	 	 	 


                

              

            

             

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 	 	(iii)	
                                                    a
      B1 Facility Commitment shall acquire a B7 Facility Commitment in the
      amount of such B1 Facility Commitment and concurrently
      therewith:

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            
               

              
                
                  	 	 	 	(A)	
                          such
      Lender’s participation in any Outstandings under the B1 Facility shall be
      treated as being outstanding under the B7 Facility and no longer
      outstanding under the B1 Facility;

                        
	 	 	 	 	 
	 	 	 	(B)	
                          such
      Lender’s B1 Facility Commitment shall be reduced to zero;
    and

                        
	 	 	 	 	 
	 	 	 	(C)	
                          no
      further Utilisations of the B7 Facility may be made under this
      Agreement;

                        
	 	 	 	 	 


                

              

            

          

          
            
              
                 

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 	 	(iv)	
                                                    a
      B2 Facility Commitment shall acquire a B8 Facility Commitment in the
      amount of such B2 Facility Commitment and concurrently
      therewith:

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            
               

              
                
                  	 	 	 	(A)	
                          such
      Lender’s participation in any Outstandings under the B2 Facility shall be
      treated as being outstanding under the B8 Facility and no longer
      outstanding under the B2 Facility;

                        
	 	 	 	 	 
	 	 	 	(B)	
                          such
      Lender’s B2 Facility Commitment shall be reduced to zero;
    and

                        
	 	 	 	 	 
	 	 	 	(C)	
                          no
      further Utilisations of the B8 Facility may be made under this
      Agreement;

                        
	 	 	 	 	 


                

              

            

             

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	 	(v)	
                                                  a
      B3 Facility Commitment shall acquire a B9 Facility Commitment in the
      amount of such B3 Facility Commitment and concurrently
      therewith:

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
             

            
              
                	 	 	 	(A)	
                        such
      Lender’s participation in any Outstandings under the B3 Facility shall be
      treated as being outstanding under the B9 Facility and no longer
      outstanding under the B3 Facility;

                      
	 	 	 	 	 
	 	 	 	(B)	
                        such
      Lender’s B3 Facility Commitment shall be reduced to zero;
    and

                      
	 	 	 	 	 
	 	 	 	(C)	
                        no
      further Utilisations of the B9 Facility may be made under this
      Agreement;

                      
	 	 	 	 	 


              

            

          

          
            
               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	 	(vi)	
                                                  a
      B4 Facility Commitment shall acquire a B10 Facility Commitment in the
      amount of such B4 Facility Commitment and concurrently
      therewith:

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
             

            
              
                	 	 	 	(A)	
                        such
      Lender’s participation in any Outstandings under the B4 Facility shall be
      treated as being outstanding under the B10 Facility and no longer
      outstanding under the B4 Facility;

                      
	 	 	 	 	 
	 	 	 	(B)	
                        such
      Lender’s B4 Facility Commitment shall be reduced to zero;
    and

                      
	 	 	 	 	 
	 	 	 	(C)	
                        no
      further Utilisations of the B10 Facility may be made under this
      Agreement;

                      
	 	 	 	 	 


              

            

          

          
            
               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	 	(vii)	
                                                  a
      B5 Facility Commitment shall acquire a B11 Facility Commitment in the
      amount of such B5 Facility Commitment and concurrently
      therewith:

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
             

            
              
                	 	 	 	(A)	
                        such
      Lender’s participation in any Outstandings under the B5 Facility shall be
      treated as being outstanding under the B11 Facility and no longer
      outstanding under the B5 Facility;

                      
	 	 	 	 	 
	 	 	 	(B)	
                        such
      Lender’s B5 Facility Commitment shall be reduced to zero;
    and

                      
	 	 	 	 	 
	 	 	 	(C)	
                        no
      further Utilisations of the B11 Facility may be made under this
      Agreement;

                      
	 	 	 	 	 


              

            

          

          
            
               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	 	(viii)	
                                                  a
      B6 Facility Commitment shall acquire a B12 Facility Commitment in the
      amount of such B6 Facility Commitment and concurrently
      therewith:

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
             

            
              
                	 	 	 	(A)	
                        such
      Lender’s participation in any Outstandings under the B6 Facility shall be
      treated as being outstanding under the B12 Facility and no longer
      outstanding under the B6 Facility;

                      
	 	 	 	 	 
	 	 	 	(B)	
                        such
      Lender’s B6 Facility Commitment shall be reduced to zero;
    and

                      
	 	 	 	 	 
	 	 	 	(C)	
                        no
      further Utilisations of the B12 Facility may be made under this
      Agreement;

                      
	 	 	 	 	 


              

            

          

          
            
            

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	 	(ix)	
                                                  a
      Revolving Facility Commitment shall acquire a Secondary Revolving Facility
      Commitment in the amount of such Revolving Facility Commitment and
      concurrently
therewith:

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
             

            
              
                	 	 	 	(A)	
                        such
      Lender’s participation in any Outstandings under the Revolving Facility
      shall be treated as being outstanding under the Secondary Revolving
      Facility and no longer outstanding under the Revolving
      Facility;

                      
	 	 	 	 	 
	 	 	 	(B)	
                        such
      Lender’s Revolving Facility Commitment shall be reduced to zero;
      and

                      
	 	 	 	 	 
	 	 	 	(C)	
                        the
      Secondary Revolving Facility shall be available for further Utilisations
      on (and subject to) the terms and conditions provided in this
      Agreement.

                      
	 	 	 	 	 


              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              If
      by operation of paragraph (a) above any participation of a Rolling Lender
      in Outstandings or any part of such Outstandings (in either case, the
      “Rolling Outstanding
      Amount”) under one Facility (the “First Facility”) becomes
      a participation of such Rolling Lender in Outstandings under another
      Facility (the “Second
      Facility”) on a day other than the last day of the Interest Period
      or (in the case of an RCF Facility Advance, Term) in relation to the
      Rolling Outstanding Amount under the First Facility (the “Current Interest
      Period”), notwithstanding any other provision of this
      Agreement:

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	 	(i)	
                                          the
      first Interest Period (or, in the case of an RCF Facility Advance, Term)
      for such Rolling Outstanding Amount under the Second Facility shall have a
      duration equal to the unexpired portion of the Current Interest
      Period;

                                        
	 	 	 	 
	 	 	(ii)	EURIBOR or LIBOR (as
      applicable to such Rolling Outstanding Amount) for purposes of determining
      the rate of interest payable under this Agreement on such Rolling
      Outstanding Amount for such first Interest Period shall be the rate
      thereof which would have applied if the Rolling Outstanding Amount had
      remained outstanding under the First Facility for the remainder of the
      Current Interest Period; and
	 	 	 	 
	 	 	(iii)	all interest and any
      other amounts accrued but unpaid under the Finance Documents on the
      Rolling Outstanding Amount on or before the Roll Effective Date under the
      First Facility, shall be due and payable on the last day of the Current
      Interest
Period.


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
                
                  	 	(c)	
                          
                            
                              Notwithstanding
      any other term of this Agreement or the Finance Documents, no transfer of
      Outstandings from one Facility to another Facility under this Clause 2.3
      shall be deemed a prepayment of any of the Facilities for purposes of
      Clause 11 (Voluntary
      Prepayment) or Clause 12 (Mandatory
      Prepayment).

                            

                          

                        


                

              

            

          

           

          
            	
                    2.4

                  	
                    Purpose

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              The
      A Facility and A2 Facility shall be applied towards
      financing:

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	 	(i)	
                                                  the
      repayment in full of all amounts due and payable under the Existing Credit
      Facilities (including in each case without limitation, by way of
      principal, interest, break costs, fees and expenses, commission and any
      other premiums); and

                                                
	 	 	 	 
	 	 	(ii)	any fees, costs and
      expenses due and payable under the Finance Documents and any other fees,
      costs and expenses incurred by the Obligors in connection with the
      negotiation and preparation of the Finance
Documents,


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          provided
that, for the avoidance of doubt, no portion of the A Facility or A2 Facility
(or proceeds therefrom) may be used to finance any part of the purchase price
payable for the Merger or any related fees, costs and expenses incurred
therein.

          
            
               

              
                
                  	 	(b)	
                          
                            
                              The
      B2 Facility, B3 Facility, B4 Facility, B8 Facility, B9 Facility and B10
      Facility shall be applied towards the repayment of the Bridge Facility,
      through a series of transactions as more particularly described in the
      Steps
Paper.

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(c)	
                          
                            
                              The
      B5 Facility, B6 Facility, B11 Facility and B12 Facility shall be applied
      towards the prepayment
of:

                            

                          

                        


                

              

            

          

          
             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	 	(i)	
                                                the
      A Facility Outstandings and the A1 Facility Outstandings;
    and

                                              
	 	 	 	 
	 	 	(ii)	the B1 Facility
      Outstandings, B2 Facility Outstandings, B3 Facility Outstandings and/or B4
      Facility Outstandings pro rata, to the extent
      any B1 Facility Lenders, B2 Facility Lenders, B3 Facility Lenders or B4
      Facility Lenders have not previously waived their right to receive their
      pro rata share of
      such prepayment and have elected to receive such prepayment pursuant to
      paragraph (c) of Clause 11.3 (Application of
      Prepayments),


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          in each
case in accordance with the terms of the Fourth Amendment Letter and together
with any fees, costs and expenses incurred by the Obligors in connection with
the amendments and waivers required to be made to this Agreement pursuant to the
Fourth Amendment Letter.

          
            
               

              
                
                  	 	(d)	
                          
                            
                              The
      A1 Facility, A3 Facility, B1 Facility and B7 Facility shall be applied
      towards financing or
refinancing:

                            

                          

                        


                

              

            

          

          
             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	 	(i)	
                                        firstly,
      the entire cash consideration payable by Baseball Cash Bidco in respect of
      the Baseball Shares to be acquired by the Baseball Bidcos pursuant to the
      Baseball Scheme and any payments to holders of options in respect of the
      Baseball Shares who exercise or surrender their options in connection with
      the Baseball Scheme;

                                      
	 	 	 	 
	 	 	(ii)	
                                        secondly, after
      payment in full of the amounts specified in sub-paragraph (i) above,
      the payment of related fees, costs and expenses (and taxes thereon) due
      and payable by or on behalf of the Baseball Bidcos in connection with the
      Baseball Scheme including all stamp, registration or similar taxes
      thereon; and

                                      
	 	 	 	 
	 	 	(iii)	
                                        thirdly, after
      payment in full of the amounts specified in sub-paragraph (ii) above,
      the repayment or reimbursement of amounts applied towards the repayment in
      full of all amounts due and payable under the Existing Baseball Facilities
      (including in each case without limitation, by way of principal, interest,
      break costs, fees and expenses, commission and any other premiums) on or
      after the Baseball Effective
Date.

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              The
      C Facility shall be applied, together with any New High Yield Notes issued
      pursuant to an Option B Alternative Bridge Facility Refinancing, for the
      purpose of refinancing the Alternative Bridge Facility in
      full.

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(f)	
                          
                            
                              The
      Revolving Facility and the Secondary Revolving Facility shall be applied
      for the purposes of financing the ongoing working capital requirements and
      the general corporate purposes of the Bank Group and may be utilised by
      way of Revolving Facility Advances, Secondary Revolving Facility Advances,
      Documentary Credits or, subject to the provisions of Clause 6 (Ancillary Facilities),
      Ancillary
Facilities.

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(g)	
                          
                            
                              Each
      Borrower shall apply all amounts borrowed under this Agreement in or
      towards satisfaction of the purposes referred to in paragraphs (a) to
      (f) (as applicable) and none of the Finance Parties shall be obliged to
      concern themselves with such
  application.

                            

                          

                        


                

              

            

          

           

          
            	
                    2.5

                  	
                    Several
      Obligations

                  


          

           

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

           

          
            	
                    2.6

                  	
                    Several
      Rights

                  


          

           

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

           

          
            	
                    2.7

                  	
                    Alternative
      Bridge Facility Refinancing

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              The
      Company may, at any time after the Second Amendment Effective Date elect
      by prior written notice to the Facility Agent to refinance the Alternative
      Bridge Facility (in whole but not in part) from the proceeds of either an
      Option A Alternative Bridge Facility Refinancing or an Option B
      Alternative Bridge Facility Refinancing, such notice to specify the
      proposed date for such refinancing, being a date falling not less than 3
      Business Days after the date of the
  notice.

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(b)	
                          
                            
                              In
      the event that the Company elects to proceed with an Option B Alternative
      Bridge Facility Refinancing pursuant to paragraph (a) above, one or
      more persons intending to become a C Facility Lender for the purposes of
      this Agreement shall have delivered to the Facility Agent, a C Facility
      Lender Deed of Accession on or prior to the time on which the Utilisation
      Request is delivered, whereupon such person shall become a party to this
      Agreement and shall be entitled to the rights and be subject to the
      obligations of a C Facility Lender as if it had been an original party
      hereto in that
capacity.

                            

                          

                        


                

              

            

          

           

          
            	
                    2.8

                  	
                    No
      obligations with respect to C
Facility

                  


          

           

          For the
avoidance of doubt, no Lender (other than a C Facility Lender) shall be obliged
to commit or underwrite any amounts in respect of the C Facility and any
commitment or agreement to underwrite any part of the C Facility by any C
Facility Lender from time to time, shall not oblige any other Lender to enter
into any similar commitment or agreement hereunder.

           

          
            	
                    2.9

                  	
                    Additional
      Facility

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              The
      Company may notify the Facility Agent that it wishes to establish one or
      more additional term loan facilities (each an “Additional Facility”) by
      delivery to the Facility Agent of a duly completed Additional Facility
      Accession Agreement, duly executed by the Company, each Additional
      Facility Lender for the Additional Facility and the Additional Facility
      Borrower for the Additional Facility, provided
      that:

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	 	(i)	
                                          no
      Event of Default is continuing;

                                        
	 	 	 	 
	 	 	(ii)	
                                          the terms of the
      Additional Facility provide that no Utilisation may be made of such
      Additional Facility if, at the time of such Utilisation, an Event of
      Default is continuing or would result from such
    Utilisation;

                                        
	 	 	 	 
	 	 	(iii)	
                                          the Final Maturity
      Date applicable to the Additional Facility shall be no earlier than 3
      September 2012 and there shall be no scheduled prior repayments required
      in relation to the Additional
Facility;

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	 	(iv)	
                                              the
      Additional Facility Borrower for the Additional Facility is an existing
      Borrower;

                                            
	 	 	 	 
	 	 	(v)	
                                              the interest rate,
      fees and related provisions, tax gross-up provisions and indemnity
      provisions applicable to, and the currency of, the Additional Facility
      shall be agreed by the Additional Facility Borrower and the Additional
      Facility Lenders; provided that the
      Additional Facility Margin may not exceed the sum
  of:

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
            

          

           

          
            	
                     
      

                  	
                    (A)

                  	
                    the
      highest Applicable Margin payable on the B7 Facility, B8 Facility, B9
      Facility, B10 Facility, B11 Facility or B12 Facility;
  and

                  


          

           

          
            	
                     
      

                  	
                    (B)

                  	
                    0.75%
      per annum;

                  


          

           

          
            	 	 	 	 
	 	 	(vi)	an amount equal to
      the Additional Facility Outstandings in relation to any drawing under such
      Additional Facility shall be applied by the Borrower in irrevocable
      repayment or prepayment of Outstandings in accordance with Clause
      12.5(a)(iii) (Repayment
      from Debt Proceeds) and Clause 11.3 (Application of
      Repayments); and
	 	 	 	 
	 	 	(vii)	the terms of the
      Additional Facility shall be consistent in all material respects with the
      Term Facilities except to the extent of variations therefrom with respect
      to availability, interest period, conditions precedent, representations
      and warranties, utilisation mechanics, voluntary cancellation and
      voluntary prepayment, fees, costs and expenses, transfers and amendments
      and waivers, in each case which relate and (subject as provided below)
      apply exclusively to the Additional Facility and to the rights and
      obligations of the Additional Lenders under the Additional Facility (for
      the avoidance of doubt, however, a breach of any term thereof shall be
      subject to Clause 27 (Events of Default) for
      all purposes hereunder, and the Lenders in relation to the Facilities
      (other than the Additional Facility Lenders) shall have the rights thereof
      in relation thereto, and any amendments or waivers in relation thereto or
      to any such provision shall be subject to Clause 43 (Amendments), provided that the
      Additional Facilities may contain covenants in addition to those contained
      in Clause 23 (Financial
      Condition), Clause 24 (Positive Undertakings)
      and Clause 25 (Negative
      Undertakings), but such additional covenants shall also then apply,
      mutatis mutandis,
      to the other Term Facilities, and provided further that
      in all such cases no variation from the terms of the Facilities may be
      made where, if such variation were made by amendment to this Agreement
      (solely for the purposes of making such variation, without giving effect
      to the Sixth Amendment), such amendment would require the prior written
      consent of any Lender under Clause 43.4 (Consents), unless the
      consent of such Lender has been obtained in
writing.


          

           

          
            
              
                
                  	 	(b)	
                          
                            
                              Each
      Additional Facility Accession Agreement shall set out details of the
      interest  rate, principal amount and term of the proposed
      Additional Facility and confirm the requirements of paragraph (a) are
      fulfilled.  Each Additional Facility Accession Agreement shall
      also specify the date upon which the Additional Facility is anticipated to
      be made available to the relevant Additional Facility Borrower (the “Additional Facility
      Commencement
Date”).

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(c)	
                          
                            
                              Subject
      to the conditions in paragraphs (a) and (b) above being met, from the
      relevant Additional Facility Commencement Date for an Additional Facility,
      the Additional Facility Lenders for that Additional Facility shall make
      available the Additional Facility in a maximum aggregate amount not
      exceeding the aggregate Additional Facility Commitments in respect of that
      Additional
Facility.

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(d)	
                          
                            
                              Each
      Additional Facility Lender shall become a party to this Agreement (and be
      entitled to share in the Security in accordance with the terms of the
      Finance Documents on the same terms as the Facilities that are being
      repaid with the proceeds from the relevant Additional Facility) if the
      Facility Agent executes the relevant Additional Facility Accession
      Agreement.

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(e)	
                          
                            
                              Each
      party to this Agreement (other than each proposed Additional Facility
      Lender and the Company) irrevocably authorises and instructs the Facility
      Agent to execute on its behalf any Additional Facility Accession Agreement
      which has been duly completed and signed on behalf of each proposed
      Additional Facility Lender, the Company and the Additional Facility
      Borrower, and the Parent and each Obligor agrees to be bound by such
      accession.

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(f)	
                          
                            
                              The
      Facility Agent shall only be obliged to execute an Additional Facility
      Accession Agreement delivered to it
  if:

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	 	(i)	
                                                  the
      terms of its and the Security Trustee’s compensation and indemnities for
      any additional administrative or other requirements and costs under the
      Finance Documents arising in relation to the Additional Facility are
      satisfactory to it; and

                                                
	 	 	 	 
	 	 	(ii)	
                                                  it is satisfied it
      has complied with all necessary “know your customer” or other similar
      checks under all applicable law and regulations in relation to the
      accession of such Additional Facility
Lender.

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(g)	
                          
                            
                              On
      the date that the Facility Agent executes an Additional Facility Accession
      Agreement:

                            

                          

                        


                

              

            

          

          
             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	 	(i)	
                                                each
      Additional Facility Lender party to that Additional Facility Accession
      Agreement, each other Finance Party, the Parent and the Obligors shall
      acquire the same rights and assume the same obligations between themselves
      as they would have acquired and assumed had each Additional Facility
      Lender been an original Lender, with the rights and/or obligations assumed
      by it as a result of that accession and with the Commitment specified by
      it as its Additional Facility Commitment; and

                                              
	 	 	 	 
	 	 	(ii)	each Additional
      Facility Lender shall become a party to this Agreement as an “Additional
      Facility
Lender”.


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(h)	
                          
                            
                              The
      execution by the Company of an Additional Facility Accession Agreement
      constitutes confirmation by the Parent and each Guarantor that its
      obligations under Clause 29 (Guarantee and
      Indemnity) shall continue unaffected, except that those obligations
      shall extend to the Total Commitments as increased by the addition of each
      relevant Additional Facility Lender’s Commitment and shall be owed to each
      Finance Party including such Additional Facility
      Lender.

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(i)	
                          
                            
                              The
      Facility Agent is authorised and instructed to enter into such
      documentation as is reasonably required to amend this Agreement and any
      other Finance Document (in accordance with the terms of this Clause 2.9
      (Additional
      Facility)) to reflect the terms of each Additional
      Facility.

                            

                          

                        


                

              

            

          

           

          
            	
                    3.

                  	
                    CONDITIONS

                  


          

           

          
            	
                    3.1

                  	
                    Vanilla
      Conditions Precedent

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                The
      obligations of the Lenders to make the A Facility, the Revolving Facility
      and the Secondary Revolving Facility available shall be conditional upon
      the Facility Agent having confirmed to the Company that it has received
      (or has waived in accordance with this Agreement, the requirement to
      receive) the documents listed in paragraphs 1 to 9 of Part 1
      of  Schedule 4 (Conditions Precedent to First
      Utilisation) and that each is satisfactory, in form and substance,
      to the Facility Agent, acting reasonably.  The Facility Agent
      shall notify the Company and the Lenders promptly upon being so
      satisfied.

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                The
      obligations of the Lenders to make the B2 Facility, B3 Facility
      and  B4 Facility available shall be conditional upon the
      Facility Agent having confirmed to the Company that it has received (or
      has waived in accordance with this Agreement, the requirement to receive)
      the documents listed in paragraphs 10 to 12 of Schedule 4 (Conditions Precedent to First
      Utilisation) and that each is satisfactory, in form and substance,
      to the Facility Agent, acting reasonably. The Facility Agent shall notify
      the Company and the Lenders promptly upon being so
      satisfied.

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                The
      obligations of the Lenders to make the B5 Facility and B6 Facility
      available shall be conditional upon the Facility Agent having confirmed to
      the Company that it has received (or has waived in accordance with this
      Agreement, the requirement to receive) the documents listed in Part 8 of
      Schedule 4 (Conditions
      Precedent to B5 Facility and B6 Facility Utilisation) and that each
      is satisfactory, in form and substance, to the Facility Agent, acting
      reasonably. The Facility Agent shall notify the Company and the Lenders
      promptly upon being so
  satisfied.

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                The
      obligations of the C Facility Lenders to make the C Facility available
      shall be conditional upon the Facility Agent having confirmed to the
      Company that it has received (or has waived in accordance with this
      Agreement, the requirement to receive) the documents listed in Part 7 of
      Schedule 4 (Conditions
      Precedent to C Facility Utilisation) and that each is satisfactory,
      in form and substance, to the Facility Agent, acting reasonably. The
      Facility Agent shall notify the Company and the C Facility Lenders
      promptly upon being so
  satisfied.

                              

                            

                          

                        


                

              

            

          

           

          
            	
                    3.2

                  	
                    Baseball
      Conditions Precedent

                  


          

           

          The
obligations of the Lenders to make the A1 Facility and the B1 Facility available
shall be conditional upon the Facility Agent having confirmed to Baseball Cash
Bidco that it has received (or has waived in accordance with this Agreement, the
requirement to receive) the documents listed in Part 2 of Schedule 4 (Conditions Precedent to First
Baseball Utilisation) and that each is satisfactory, in form and
substance, to the Facility Agent, acting reasonably.  The Facility
Agent shall notify Baseball Cash Bidco and the Lenders promptly upon being so
satisfied.

           

          
            	
                    3.3

                  	
                    Vanilla
      Conditions Subsequent

                  


          

           

          The
Company shall procure (and each relevant Obligor shall ensure)
that:

          
            
               

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

                              

                            

                          

                        


                

              

            

          

          
            
               

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

                              

                            

                          

                        


                

              

            

          

          
            
               

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

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                using
      its best endeavours, within 90 days of the Structuring Date, such members
      of the TCN Group that are Guarantors at such time, shall take all
      reasonable action to produce and deliver all necessary Whitewash Documents
      to ensure that the extent of its guarantee provided under
      Clause 29 (Guarantee and
      Indemnity) may be extended to include any sums payable in respect
      of the B2 Facility, B3 Facility and B4 Facility without breaching and
      having satisfied the provisions of Sections 151 to 158 of the
      Act.

                              

                            

                          

                        


                

              

            

          

           

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

           

          
            	
                    3.4

                  	
                    Baseball
      Conditions Subsequent

                  


          

           

          The
Baseball Cash Bidco shall procure (and the Company shall ensure) that as soon as
reasonably practicable and in any event within 90 days of the Baseball Effective
Date such members of the Baseball Group as shall be necessary to ensure that the
80% Security Test (after giving effect to the Baseball Acquisition) is
satisfied, shall have acceded to this Agreement as Acceding Guarantors and
provided all necessary documentation required to be delivered pursuant to the
provisions of Clause 26.2 (Acceding Guarantor) and each
of the documents listed in Part 6 of Schedule 4 (Baseball Condition Subsequent
Documents), each in form and substance satisfactory to the Facility
Agent, acting reasonably.  The Facility Agent shall notify the Company
and the Lenders promptly upon being so satisfied.

           

          
            	
                    3.5

                  	
                    Vanilla
      Certain Funds Period

                  


          

           

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

          
            
               

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

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                exercise
      any remedy under Clause 27 (Events of Default) or
      any other remedy in connection with a Finance
      Document;

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                invoke
      any right or discretion for which provision is made in this Agreement
      requiring any prepayment or repayment of any A Facility Advance, any
      Revolving Facility Advance, any Secondary Revolving Facility Advance or
      any Documentary Credit;
or

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                refuse
      to make available any A Facility Advance for the purposes set out in
      paragraph (a) of Clause 2.4 (Purpose),

                              

                            

                          

                        


                

              

            

          

          
             

          

          unless
either:

          
            
               

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

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


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          provided
that any matter contained in this Clause 3.5 shall be without prejudice to
the Lenders’ rights or remedies in respect of any Event of Default which has
occurred and which remains outstanding upon the expiry of the Vanilla Certain
Funds Period.

           

          
            	
                    3.6

                  	
                    Baseball
      Certain Funds Period

                  


          

           

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

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                have
      the right to prevent or limit the making of any drawdown under the A1
      Facility and the B1 Facility, whether by cancellation, rescission or
      termination of the A1 Facility and the B1 Facility or otherwise (including
      by invoking any conditions precedent other than in accordance with
      Clause 3.2 (Baseball Conditions
      Precedent) or by invoking the provisions of Clause 15.1 (Market
      Disruption);

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                make
      or enforce any claims that it may have under the Finance Documents if the
      effect of such claim or enforcement would prevent or limit the making of
      any drawdown under the A1 Facility and the B1
      Facility;

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                exercise
      any right of set-off, counterclaim or similar right or remedy if to do so
      would prevent or limit the making of any drawdown under the A1 Facility
      and the B1 Facility;
or

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                cancel
      or declare the A1 Facility and/or the B1 Facility due and payable or
      payable on
demand,

                              

                            

                          

                        


                

              

            

          

           

          unless
either:

          
            
               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      the
      conditions precedent to first Utilisation required by Clause 3.2
      (Baseball Conditions
      Precedent) are not satisfied or waived or a Borrower fails to
      deliver a Utilisation Request in respect of such
    Utilisation;

                                                    
	 	 	 	 
	 	 	(ii)	a Baseball Drawstop
      Default has occurred and is continuing; or
	 	 	 	 
	 	 	(iii)	it is unlawful for
      such Lender to make any A1 Facility Advance and B1 Facility
    Advance,


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          provided
that any matter contained in this Clause 3.6 shall be without prejudice to
the Lenders’ rights or remedies in respect of any Event of Default which has
occurred and which remains outstanding upon the expiry of the Baseball Certain
Funds Period.

           

          
            	
                    4.

                  	
                    UTILISATION

                  


          

           

          
            	
                    4.1

                  	
                    Conditions
      to Utilisation

                  


          

           

          Save as
otherwise provided in this Agreement, an Advance will be made by the Lenders to
a Borrower or a Documentary Credit will be issued by an L/C Bank at a Borrower’s
(other than the US Borrower’s) request if:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  in
      the case of an Advance, the Facility Agent has received from such Borrower
      a duly completed Utilisation Request in the relevant form, and in the case
      of a Documentary Credit, both the Facility Agent and the L/C Bank have
      received from a Borrower (other than the US Borrower) a duly completed
      Utilisation Request in the relevant form, in each case, no earlier than
      the day which is 10 Business Days and no later than 2:00 p.m. on the day
      which is 3 Business Days (or in the case of any Documentary Credit
      which is not or will not be in the form of Schedule 12 (Form of Documentary
      Credit), no later than 2:00 p.m. on the day which is 5 Business
      Days) prior to the proposed Utilisation Date for such Advance or
      Documentary Credit, receipt of which shall oblige such Borrower to utilise
      the amount requested on the Utilisation Date stated therein upon the terms
      and subject to the conditions contained in this
      Agreement;

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  the
      proposed Utilisation Date is a Business Day for the proposed currency of
      the Advance or Documentary Credit, as the case may be, which is or
      precedes the relevant Termination
      Date;

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  in
      the case of a Utilisation by way of Term Facility Advance, such
      Utilisation would result in the maximum principal amount of the Term
      Facility Advance being utilised, or in the case of a Utilisation by way of
      a RCF Facility Advance, such Utilisation occurs on or after the maximum
      principal amount of the Term Facility being utilised and, the proposed
      Sterling Amount of such RCF Facility Advance is (i) equal to the amount of
      the Available RCF Facility Commitment at such time, or (ii) less than such
      amount but equal to a minimum of £5 million, or an integral multiple of £1
      million;

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  in
      the case of a Utilisation by way of Documentary Credit, the proposed
      Sterling Amount of such Documentary Credit is (i) equal to the amount of
      the Available RCF Facility or (ii) less than such amount but equal to
      or more than £1 million or such
      lesser amount as the L/C Bank may
      agree;

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  in
      the case of a Utilisation by way of an RCF Facility
      Advance:

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	 	(i)	
                                                  prior
      to the Termination Date in respect of the Revolving Facility, the
      Revolving Facility and Secondary Revolving Facility shall be utilised at
      all times together, pro
      rata to the respective Commitments thereunder, as if such
      Facilities were one Facility; and

                                                
	 	 	 	 
	 	 	(ii)	
                                                  immediately after
      the making of such Advance there will be no more than 10 Revolving
      Facility Advances and 10 Secondary Revolving Facility Advances then
      outstanding;

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  in
      the case of a Utilisation by way of a Documentary Credit, the proposed
      Term of the Documentary Credit ends on or before the Final Maturity Date
      in respect of the Revolving Facility (if the Utilisation Date is prior to
      such Final Maturity Date) or on or before the Termination Date in respect
      of the Secondary Revolving Facility (if the Utilisation Date is after the
      Final Maturity Date of the Revolving
      Facility);

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(g)	
                          
                            
                              
                                
                                  in
      the case of a Utilisation by way of an RCF Facility Advance, the proposed
      Term of such Advance is a period of 1, 2, 3 or 6 months or such other
      period of up to 12 months as all the Lenders having a Revolving Facility
      Commitment or Secondary Revolving Facility Commitment may agree prior to
      submission of the relevant Utilisation Request, and ends on or before the
      Final Maturity Date in respect of the Revolving Facility (or, if the
      Utilisation Date is after such Final Maturity Date, the Final Maturity
      Date in respect of the Secondary Revolving Facility), provided that, save as
      the Bookrunners may otherwise agree, prior to the Syndication Date, the
      Term of each Revolving Facility Advance and Secondary Revolving Facility
      Advance shall be 1 month (or, if less, such duration as is necessary to
      ensure that such Term ends on the Syndication
      Date);

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(h)	
                          
                            
                              
                                
                                  in
      the case of a Utilisation by way of an Advance (other than a Rollover
      Advance), the interest rate applicable to such Advance’s first Interest
      Period or Term (as the case may be) will not have to be determined under
      Clause 15 (Market
      Disruption and Alternative Interest
      Rates);

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(i)	
                          
                            
                              
                                
                                  in
      the case of a Utilisation by way of a Documentary Credit which is not
      substantially in the form set out in Schedule 12 (Form of Documentary
      Credit), the L/C Bank shall have approved the terms of such
      Documentary Credit (acting reasonably);
      and

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(j)	
                          
                            
                              
                                
                                  in
      the case of any Utilisation, on the date of the Utilisation Request, the
      date of any Conversion Notice and the proposed Utilisation
      Date:

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	 	(i)	
                                                  in
      the case of a Rollover Advance or a Documentary Credit which is being
      renewed pursuant to Clause 5.2 (Renewal of Documentary
      Credits), the Facility Agent shall not have received instructions
      from a Revolving Facility Instructing Group requiring the Facility Agent
      to refuse such rollover or renewal of a Documentary Credit by reason of an
      Event of Default having occurred which is continuing or would result from
      the proposed Rollover Advance or the renewal of that Documentary Credit;
      or

                                                
	 	 	 	 
	 	 	(ii)	in the case of any
      Utilisation other than that referred to in
    sub-paragraph (i):


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

           

          
            	
                     
      

                  	
                    (A)

                  	
                    in
      the case of the first Utilisation of any Facility, subject to the
      provisions of Clause 3.5 (Vanilla Certain Funds Period),
      all representations set out in Clause 21 (Representations and
      Warranties) made by each of the persons identified as making those
      representations are true in all material respects by reference to the
      circumstances then existing and no Default is continuing or would result
      from the proposed Utilisation;

                  


          

           

          
            	
                     
      

                  	
                    (B)

                  	
                    in
      the case of any Utilisation under the A1 Facility and B1 Facility, subject
      to the provisions of Clause 3.6 (Baseball Certain Funds
      Period), the Repeating Representations made by the persons
      identified as making those representations are true in all material
      respects by reference to the circumstances then existing and no Default is
      continuing or would result from the proposed
  Utilisation;

                  


          

           

          
            	
                     
      

                  	
                    (C)

                  	
                    in
      the case of any Utilisation under the B2 Facility, B3 Facility, B4
      Facility, B5 Facility and B6 Facility, the Repeating Representations made
      by the persons identified as making those representations are true in all
      material respects by reference to the circumstances then existing and no
      Default is continuing or would result from the proposed
      Utilisation;

                  


          

           

          
            	
                     
      

                  	
                    (D)

                  	
                    in
      the case of any Utilisation under the C Facility, the Repeating
      Representations made by the persons identified as making those
      representations are true in all material respects by reference to the
      circumstances then existing and no Default is continuing or would result
      from the proposed Utilisation; or

                  


          

           

          
            	
                     
      

                  	
                    (E)

                  	
                    in
      the case of any Utilisation under the Additional Facility, the Repeating
      Representations made by the persons identified as making those
      representations are true in all material respects by reference to the
      circumstances then existing and no Default is continuing or would result
      from the proposed Utilisation.

                  


          

           

          
            	
                    4.2

                  	
                    Lenders’
      Participations

                  


          

           

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

           

          
            	
                    5.

                  	
                    DOCUMENTARY CREDITS

                  


          

           

          
            	
                    5.1

                  	
                    Issue
      of Documentary Credits

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    Each
      L/C Bank shall issue Documentary Credits pursuant to Clause 4.1
      (Conditions to
      Utilisation)
  by:

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                 

              

            

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 	 	(i)	
                                                    completing
      the issue date and the proposed Expiry Date of any Documentary Credit to
      be issued by it; and

                                                  
	 	 	 	 
	 	 	(ii)	executing and
      delivering such Documentary Credit to the relevant Beneficiary on the
      relevant Utilisation
Date.


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    Each
      Lender having a Revolving Facility Commitment or a Secondary Revolving
      Facility Commitment (an “Indemnifying Lender”)
      will participate by way of indemnity in each Documentary Credit in an
      amount equal to its L/C
      Proportion.

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    The
      Facility Agent shall notify each Indemnifying Lender and the L/C Bank of
      the details of any requested Documentary Credit (including the Sterling
      Amount of it, and, if such Documentary Credit is not to be denominated in
      Sterling, the relevant currency in which it will be denominated and the
      amount of it) and its participation in that Documentary
      Credit.

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                    5.2

                  	
                    Renewal
      of Documentary Credits

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    Each
      Borrower (other than the US Borrower) may request that a Documentary
      Credit issued on its behalf be renewed by delivering to the Facility Agent
      and the L/C Bank a Renewal Request which complies with Clause 4.1
      (Conditions to
      Utilisation).

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    The
      terms of each renewed Documentary Credit shall be the same as those of the
      relevant Documentary Credit immediately prior to its renewal, except that
      (as stated in the Renewal Request
      therefor):

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      its
      amount may be less than the amount of such Documentary Credit immediately
      prior to its renewal; and

                                                    
	 	 	 	 
	 	 	(ii)	
                                                      its Term shall start
      on the date which was the Expiry Date of that Documentary Credit
      immediately prior to its renewal, and shall end on the proposed Expiry
      Date specified in the Renewal
Request.

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    If
      the conditions set out in this Clause 5.2 have been met, the L/C Bank
      shall amend and re-issue the relevant Documentary Credit pursuant to a
      Renewal
Request.

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                    5.3

                  	
                    Revaluation
      of Documentary Credits

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    If
      any Documentary Credit is denominated in a currency other than Sterling
      and has a Term of more than 6 months, the Facility Agent shall on each
      Quarter Date falling on 31 March and 30 September recalculate the
      Sterling Amount of that Documentary Credit by notionally converting into
      the relevant currency, the outstanding amount of that Documentary Credit
      on the basis of the Facility Agent’s Spot Rate of Exchange on the date of
      calculation.

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    The
      relevant  Borrower shall, if requested by the Facility Agent
      within 2 days of any calculation under paragraph (a) above, ensure
      that within 3 Business Days sufficient Revolving Facility Outstandings and
      Secondary Revolving Facility Outstandings are repaid (subject to Break
      Costs, if applicable, but otherwise without penalty or premium which might
      otherwise be payable), pro rata to the
      Outstandings thereunder immediately prior to such repayment, to prevent
      the Sterling Amount of the Revolving Facility Outstandings and Secondary
      Revolving Facility Outstandings exceeding the aggregate amount of all of
      RCF Facility Commitments adjusted to reflect any cancellations or
      reductions, following any adjustment under paragraph (a)
      above.

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                    5.4

                  	
                    Immediately
      Payable

                  


          

           

          If a
Documentary Credit or any amount outstanding under a Documentary Credit is
expressed to be immediately payable, the relevant UK Borrower shall repay that
amount immediately.

           

          
            	
                    5.5

                  	
                    Claims
      under a Documentary Credit

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    Each
      relevant Borrower irrevocably and unconditionally authorises the L/C Bank
      to pay any claim made or purporting to be made under a Documentary Credit
      requested by it and which appears on its face to be in order (a “claim”).

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    Each
      relevant Borrower shall within 3 Business Days of a demand pay to the
      Facility Agent for the L/C Bank an amount equal to the amount of any
      claim.

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    Each
      relevant Borrower acknowledges that the L/C
      Bank:

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      is
      not obliged to carry out any investigation or seek any confirmation from
      any other person before paying a claim; and

                                                    
	 	 	 	 
	 	 	(ii)	
                                                      deals in documents
      only and will not be concerned with the legality of a claim or any
      underlying transaction or any available set-off, counterclaim or other
      defence of any
person.

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    The
      obligations of each relevant Borrower under this Clause 5.5 will not
      be affected
by:

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      the
      sufficiency, accuracy or genuineness of any claim or any other document;
      or

                                                    
	 	 	 	 
	 	 	(ii)	any incapacity of,
      or limitation on the powers of, any person signing a claim or other
      document.


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    Without
      prejudice to any other matter contained in this Clause 5.5, the L/C
      Bank shall notify the relevant Borrowers as soon as reasonably practicable
      after receiving a
  claim.

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                    5.6

                  	
                    Documentary
      Credit Indemnities

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    The
      relevant Borrower shall within 3 Business Days of demand indemnify the L/C
      Bank against any cost, loss or liability incurred by the L/C Bank
      (otherwise than by reason of the L/C Bank’s gross negligence or wilful
      misconduct) in acting as the L/C Bank under any Documentary Credit
      requested by such Borrower provided that this indemnity shall not take
      effect until the Merger Closing
      Date.

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    Each
      Indemnifying Lender shall (according to its L/C Proportion) promptly on
      demand indemnify the L/C Bank against any cost, loss or liability incurred
      by the L/C Bank (otherwise than by reason of the L/C Bank’s gross
      negligence or wilful misconduct) in acting as the L/C Bank under any
      Documentary Credit (except to the extent that the L/C Bank has been
      reimbursed by an Obligor pursuant to a Finance
      Document).

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    If
      any Indemnifying Lender is not permitted (by its constitutional documents
      or any applicable Law) to comply with paragraph (b) above, then that
      Indemnifying Lender will not be obliged to comply with paragraph (b)
      and shall instead be deemed to have taken, on the date the relevant
      Documentary Credit is issued (or if later, on the date that Indemnifying
      Lender’s participation in the Documentary Credit is transferred or
      assigned to that Indemnifying Lender in accordance with the terms of this
      Agreement), an undivided interest and participation in the Documentary
      Credit in an amount equal to its L/C Proportion of that Documentary
      Credit.  On receipt of demand from the Facility Agent, that
      Indemnifying Lender shall pay to the Facility Agent (for the account of
      the L/C Bank) an amount equal to its L/C Proportion of the amount demanded
      under paragraph (b)
    above.

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    The
      relevant Borrower shall within 3 Business Days of demand reimburse any
      Indemnifying Lender for any payment it makes to the L/C Bank under this
      Clause 5.6 in respect of that Documentary Credit unless an Obligor
      has already reimbursed the L/C Bank in respect of that
      payment.

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    The
      obligations of each Indemnifying Lender under this Clause 5.6 are
      continuing obligations and will extend to the ultimate balance of sums
      payable by that Indemnifying Lender in respect of any Documentary Credit,
      regardless of any intermediate payment or discharge in whole or in
      part.

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    The
      obligations of any Indemnifying Lender under this Clause 5.6 will not
      be affected by any act, omission, matter or thing which, but for this
      Clause 5.6 would reduce, release or prejudice any of its obligations
      under this Clause 5.6 (without limitation and whether or not known to
      it or any other person)
      including:

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      any
      time, waiver or consent granted to, or composition with, any Obligor, any
      beneficiary under a Documentary Credit or any other
  person;

                                                    
	 	 	 	 
	 	 	(ii)	the release of any
      Obligor or any other person under the terms of any composition or
      arrangement with any creditor of any member of the
  Group;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(iii)	
                                                      the
      taking, variation, compromise, exchange, renewal or release of, or refusal
      or neglect to perfect, take up or enforce, any rights against, or security
      over assets of, any Obligor, any beneficiary under a Documentary Credit or
      any other person or any non-presentation or non-observance of any
      formality or other requirement in respect of any instrument or any failure
      to realise the full value of any security;

                                                    
	 	 	 	 
	 	 	(iv)	
                                                      any incapacity or
      lack of power, authority or legal personality of or dissolution or change
      in the members or status of an Obligor, any beneficiary under a
      Documentary Credit or any other
person;

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(v)	
                                                      any
      amendment or restatement (however fundamental) or replacement of a Finance
      Document, any Documentary Credit or any other document or
      security;

                                                    
	 	 	 	 
	 	 	(vi)	any
      unenforceability, illegality or invalidity of any obligation of any person
      under any Finance Document, any Documentary Credit or any other document
      or security;
or


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(vii)	
                                                      any
      insolvency or similar proceedings.

                                                       

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            	
                    5.7

                  	
                    Rights
      of Contribution

                  


          

           

          No
Obligor will be entitled to any right of contribution or indemnity from any
Finance Party in respect of any payment it may make under this Clause 5
(Documentary
Credits).

           

          
            	
                    5.8

                  	
                    Role
      of the L/C Bank

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    Nothing
      in this Agreement constitutes the L/C Bank as a trustee or fiduciary of
      any other
person.

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    The
      L/C Bank shall not be bound to account to any Lender for any sum or the
      profit element of any sum received by it for its own
      account.

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    The
      L/C Bank may accept deposits from, lend money to and generally engage in
      any kind of banking or other business with any member of the
      Group.

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    The
      L/C Bank may rely
  on:

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      any
      representation, notice of document believed by it to be genuine, correct
      and appropriately authorised; and

                                                    
	 	 	 	 
	 	 	(ii)	any statement made
      by a director, authorised signatory or employee of any person regarding
      any matters which may reasonably be assumed to be within his knowledge or
      within his power to
verify.


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    The
      L/C Bank may engage, pay for and rely on the advice or services of any
      lawyers, accountants, surveyors or other
      experts.

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    The
      L/C Bank may act in relation to the Finance Documents through its
      personnel and
  agents.

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(g)	
                          
                            
                              
                                
                                  
                                    The
      L/C Bank is not responsible
    for:

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
             

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      the
      adequacy, accuracy and/or completeness of any information (whether oral or
      written) supplied by the L/C Bank, the Facility Agent, the Mandated Lead
      Arrangers, an Obligor or any other person given in or in connection with
      any Finance Document; or

                                                    
	 	 	 	 
	 	 	(ii)	
                                                      the legality,
      validity, effectiveness, adequacy or enforceability of any Finance
      Document or any other agreement, arrangement or document entered into,
      made or executed in anticipation of or in connection with any Finance
      Document.

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            	
                    5.9

                  	
                    Exclusion
      of Liability

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    Without
      limiting paragraph (b) below, the L/C Bank will not be liable for any
      action taken by it under or in connection with any Finance Document,
      unless directly caused by its gross negligence or wilful
      misconduct.

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    No
      Finance Party (other than the L/C Bank) may take any proceedings against
      any officer, employee or agent of the L/C Bank in respect of any claim it
      might have against the L/C Bank or in respect of any act or omission of
      any kind by that officer, employee or agent in relation to any Finance
      Document.

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                    5.10

                  	
                    Credit
      Appraisal by the Indemnifying
Lenders

                  


          

           

          Without
affecting the responsibility of any Obligor for information supplied by it or on
its behalf in connection with any Finance Document, each Indemnifying Lender
confirms to the L/C Bank that it has been, and will continue to be, solely
responsible for making its own independent appraisal and investigation of the
risks arising under or in connection with any Finance Document, including but
not limited to, those listed in paragraphs (a) to (d) of Clause 30.16
(Credit Appraisal by the
Lenders).

           

          
            	
                    5.11

                  	
                    Appointment
      and Change of L/C Bank

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    The
      Company, with the prior written consent of the relevant Lender, may
      designate any Lender with an RCF Facility Commitment as an L/C Bank or as
      a replacement therefor, but not with respect to Documentary Credits
      already issued by any other L/C
      Bank.

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    Any
      Lender so designated shall become an L/C Bank under this Agreement by
      delivering to the Facility Agent an executed L/C Bank Accession
      Certificate.

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    An
      L/C Bank may resign as issuer of further Documentary Credits at any time
      if (i) the Company and an Instructing Group consent to such resignation or
      so require; (ii) there is, in the reasonable opinion of the L/C Bank, an
      actual or potential conflict of interest in it continuing to act as L/C
      Bank; or (iii) its RCF Facility Commitment is reduced to zero, provided
      that the L/C Bank shall not resign until a replacement L/C Bank is
      appointed.

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                    6.

                  	
                    ANCILLARY FACILITIES

                  


          

           

          
            	
                    6.1

                  	
                    Utilisation
      of Ancillary Facilities

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      Each
      Borrower (other than the US Borrower), may subject to paragraph (b)
      below, at any time at least 35 days prior to the Termination Date in
      respect of the Revolving Facility or Secondary Revolving Facility (as
      applicable) by delivery of a notice (a “Conversion Notice”) to
      the Facility Agent, request an Ancillary Facility to be established by the
      conversion of any Lender’s Available Revolving Facility Commitment or
      Available Secondary Revolving Facility Commitment, as applicable (or any
      part of it) into an Ancillary Facility Commitment with effect from the
      date (in this Clause 6, the “Effective Date”)
      specified in the Conversion Notice (being a date not less than
      3 Business Days after the date such Conversion Notice is received by
      the Facility
  Agent).

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      Each
      Conversion Notice shall
      specify:

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

            

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	
                                                        the
      nominated Ancillary Facility Lender;

                                                      
	 	 	 	 
	 	 	(ii)	the type of
      Ancillary Facility and the currency or currencies in which the relevant
      Borrower wishes such Ancillary Facility to be
  available;


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

            

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(iii)	
                                                        the proposed Sterling Amount of the original Ancillary
      Facility Commitment, being an amount equal to (i) the Available Revolving
      Facility Commitment or Available Secondary Revolving Facility Commitment
      (as applicable) of the nominated Ancillary Facility Lender or, if less,
      (ii) equal to or more than £5 million;

                                                      
	 	 	 	 
	 	 	(iv)	
                                                        the commencement and
      expiry date for the relevant Ancillary Facility (such expiry date not to
      extend beyond the Final Maturity Date in respect of the relevant Revolving
      Facility or Secondary Revolving
Facility);

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

            

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(v)	
                                                        if
      the Ancillary Facility is an overdraft facility comprising more than one
      account its maximum gross amount (that amount being the “Designated Gross Amount”
      and its maximum net amount (that amount being the “Designated Net
      Amount”;

                                                      
	 	 	 	 
	 	 	(vi)	
                                                        such other details
      as to the nature, amount, fees for and operation of the proposed Ancillary
      Facility as the Facility Agent and the nominated Ancillary Facility Lender
      may reasonably
require.

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      The
      Facility Agent shall promptly notify each of the Lenders having a
      Revolving Facility Commitment or Secondary Revolving Facility Commitment
      of each Conversion Notice received pursuant to paragraph (a)
      above.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      Any
      Lender nominated as an Ancillary Facility Lender which has notified the
      Facility Agent of its consent to such nomination shall be authorised to
      make the proposed Ancillary Facility available in accordance with the
      Conversion Notice (as approved by the Facility Agent) with effect on and
      from the Effective Date.  No other Lender shall be obliged to
      consent to the nomination of the Ancillary Facility
      Lender.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      Any
      material variation from the terms of the Ancillary Facility or any
      proposed increase or reduction of the Ancillary Facility Commitment shall
      be effected on and subject to the provisions of this Clause 6 mutatis mutandis as if
      such Ancillary Facility were newly requested, provided that the Sterling
      Amount of the Ancillary Facility Outstandings under each Ancillary
      Facility shall at no time exceed the related Ancillary Facility
      Commitment.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      Each
      relevant Borrower may (subject to compliance with the applicable terms of
      the relevant Ancillary Facility) at any time by giving written notice to
      the Facility Agent and the relevant Ancillary Facility Lender cancel any
      Ancillary Facility Commitment pursuant to and in accordance with
      Clause 10.1 (Voluntary
      Cancellation), provided that on the date of such cancellation, that
      part of such Ancillary Facility Commitment as shall have been so cancelled
      shall be converted back into the Revolving Facility Commitment or
      Secondary Revolving Facility Commitment, as applicable, of the relevant
      Lender unless the Revolving Facility Commitments or Secondary Revolving
      Facility Commitments, as applicable, are also cancelled on such
      date.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(g)	
                          
                            
                              
                                
                                  
                                    
                                      The
      Ancillary Facility Commitment of any Ancillary Facility Lender shall
      terminate and be cancelled on the date agreed therefor between the
      relevant Ancillary Facility Lender and the relevant Borrower, provided
      such date shall be no later than the Termination Date in respect of the
      Revolving Facility or Secondary Revolving Facility, as applicable, in
      respect of which such Ancillary Facility Lender has a Commitment (the
      “Ancillary Facility
      Termination Date”).  Any Ancillary Facility Outstandings
      on the applicable Ancillary Facility Termination Date shall be repaid in
      full by the relevant Borrower on such
      date.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(h)	
                          
                            
                              
                                
                                  
                                    
                                      The
      Revolving Facility Commitment or Secondary Revolving Facility Commitment
      (as applicable) of each Lender at any time shall be reduced by the amount
      of any Ancillary Facility Commitment of such Lender at such time but such
      reduced Commitment shall, subject to any other provisions of this
      Agreement, automatically be increased by the amount of any portion of its
      Ancillary Facility Commitment which ceases to be made available to the
      relevant Borrowers for any reason (other than as a result of Utilisation
      of it) in accordance with the terms of such Ancillary Facility or is
      cancelled pursuant to paragraphs (f) or (g)
      above.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                    6.2

                  	
                    Operation
      of Ancillary Facilities

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      Subject
      to paragraph (b) below, the terms governing the operation of any
      Ancillary Facility (including the rate of interest (including default
      interest), fees, commission and other remuneration in respect of such
      Ancillary Facility) shall be those determined by agreement between the
      Ancillary Facility Lender and the relevant Borrower, provided that such
      terms shall be based upon the normal commercial terms and market rates of
      the relevant Ancillary Facility
      Lender.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      In
      the case of any inconsistency or conflict between the terms of any
      Ancillary Facility, the applicable Ancillary Facility Documents and this
      Agreement, the terms and provisions of the applicable Ancillary Facility
      Document shall prevail unless the contrary intention is expressly provided
      for in this
  Agreement.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      Each
      relevant Borrower and Ancillary Facility Lender will promptly upon request
      by the Facility Agent, supply the Facility Agent with such information
      relating to the operation of each Ancillary Facility (including without
      limitation details of the Ancillary Facility Outstandings and the Sterling
      Amount thereof) as the Facility Agent may from time to time reasonably
      request (and each relevant Borrower consents to such documents and
      information being provided to the Facility Agent and the other
      Lenders).

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                    6.3

                  	
                    Ancillary
      Facility Default

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      If
      a default occurs under any Ancillary Facility, no Ancillary Facility
      Lender may demand repayment of any monies or demand cash cover for any
      Ancillary Facility Outstandings, or take any analogous action in respect
      of any Ancillary Facility, until the Acceleration
      Date.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      If
      an Acceleration Date occurs, the claims of each Lender with an RCF
      Facility Commitment and each Ancillary Facility Lender in respect of
      amounts outstanding to them under the RCF Facility and Ancillary
      Facilities respectively shall be adjusted in accordance with this
      Clause 6.3 by making all necessary transfers of such portions of such
      claims such that following such transfers the Revolving Facility
      Outstandings, Secondary Revolving Facility Outstandings and Ancillary
      Facility Outstandings (together with the rights to receive interest, fees
      and charges in relation thereto) of (i) each Lender with a Revolving
      Facility Commitment or Secondary Revolving Facility Commitment and (ii)
      each Ancillary Facility Lender, in each case as at the Acceleration Date
      shall be an amount corresponding pro rata to the
      proportion that the sum of such Lender’s Revolving Facility Commitment,
      Secondary Revolving Facility Commitment and/or (as the case may be)
      Ancillary Facility Commitment bears to the sum of all of the Revolving
      Facility Commitments, Secondary Revolving Facility Commitments and the
      Ancillary Commitments, each as at the Acceleration
      Date.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      No
      later than the third Business Day following the Acceleration Date each of
      the Ancillary Facility Lenders shall notify the Facility Agent in writing
      of the Sterling Amount of its Ancillary Facility Outstandings as at the
      close of business on the Acceleration Date, such amount to take account of
      any clearing of debits which were entered into the clearing system of such
      Ancillary Facility Lenders prior to the Acceleration Date and any amounts
      credited to the relevant accounts prior to close of business on the
      Acceleration
  Date.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      On
      receipt of the information referred to in paragraph (c) above, the
      Facility Agent will promptly determine what adjustment payments (if any)
      are necessary as between the Lenders participating in the RCF Facility and
      each Ancillary Facility Lender in order to ensure that, following such
      adjustment payments, the requirements of paragraph (b) above are
      complied
  with.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      The
      Facility Agent will notify all the Lenders as soon as practicable of its
      determinations pursuant to paragraph (d) above, giving details of the
      adjustment payments required to be made.  Such adjustment
      payments shall be payable by the relevant Lenders and shall be made to the
      Facility Agent within 3 Business Days following receipt of such
      notification from the Facility Agent.  The Facility Agent shall
      distribute the adjustment payments received, among the Ancillary Facility
      Lenders and the Lenders participating in the RCF Facility in order to
      satisfy the requirements of paragraph (b)
      above.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      If
      at any time following the Acceleration Date, the amount of Revolving
      Facility Outstandings or Secondary Revolving Facility Outstandings of any
      Lender or Ancillary Facility Outstandings of any Ancillary Facility Lender
      used in the Facility Agent’s calculation of the adjustments required under
      paragraph (d) above should vary for any reason (other than as a
      result of currency exchange fluctuation or other reason which affects all
      relevant Lenders equally), further adjustment payments shall be made on
      the same basis (mutatis
      mutandis) provided for in this
      Clause 6.3.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(g)	
                          
                            
                              
                                
                                  
                                    
                                      In
      respect of any amount paid by any Lender (a “Paying Lender”) pursuant
      to either of paragraphs (e) or (f) above, as between a relevant
      Borrower and the Paying Lender, the amount so paid shall be immediately
      due and payable by such relevant Borrower to the Paying Lender and the
      payment obligations of such relevant Borrower to the Lender(s) which
      received such payment shall be treated as correspondingly reduced by the
      amount of such
  payment.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(h)	
                          
                            
                              
                                
                                  
                                    
                                      Each
      Lender shall promptly supply to the Facility Agent such information as the
      Facility Agent may from time to time request for the purpose of giving
      effect to this
      Clause 6.3.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(i)	
                          
                            
                              
                                
                                  
                                    
                                      If
      an Ancillary Facility Lender has the benefit of any Encumbrance securing
      any of its Ancillary Facilities, the realisations from such security when
      enforced will be treated as an amount recovered by such Ancillary Facility
      Lender in its capacity as a Lender which is subject to the sharing
      arrangements in Clause 35 (Sharing Among the Finance
      Parties) to the intent that such realisation should benefit all
      Lenders pro
      rata.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                    7.

                  	
                    OPTIONAL CURRENCIES

                  


          

           

          
            	
                    7.1

                  	
                    Selection
      of Currency

                  


          

           

          Each
relevant Borrower under the RCF Facility shall select the currency of an RCF
Facility Advance made to it (which shall be Sterling, Dollars, euro or an
Optional Currency) in the Utilisation Request relating to the relevant Revolving
Facility Advance or Secondary Revolving Facility Advance.  Prior to
the Termination Date in relation to the Revolving Facility, all Utilisations of
any RCF Facility shall be made from each RCF Facility pro rata to the Available RCF
Facility Commitments.

           

          
            	
                    7.2

                  	
                    Unavailability
      of Optional Currency

                  


          

           

          If before
10.00 a.m. on the Quotation Date for the relevant Revolving Facility Advance or
Secondary Revolving Facility Advance:

           

          
            
              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        a
      Lender notifies the Facility Agent that the relevant Optional Currency is
      not readily available to it in the amount required;
      or

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        a
      Lender notifies the Facility Agent that compliance with its obligation to
      participate in the Revolving Facility Advance or Secondary Revolving
      Facility Advance in the proposed Optional Currency would contravene a Law
      or regulation applicable to
      it,

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          the
Facility Agent will promptly give notice to the relevant Borrower to that
effect.  In this event, any Lender that gives notice pursuant to this
Clause 7.2 will be required to participate in the relevant Revolving
Facility Advance or Secondary Revolving Facility Advance in Sterling (in an
amount equal to that Lender’s Proportion of the Sterling Amount of the relevant
Revolving Facility Advance or Secondary Revolving Facility Advance or, in
respect of a Rollover Advance, an amount equal to that Lender’s Proportion of
the Sterling Amount of any amount that the Lenders are actually required to
advance in accordance with Clause 8.2 (Rollover Advances)), and its
participation will be treated as a separate Advance denominated in Sterling
during that Term.

           

          
            	
                    8.

                  	
                    REPAYMENT OF RCF FACILITY
  OUTSTANDINGS

                  


          

           

          
            	
                    8.1

                  	
                    Repayment
      of Revolving Facility and Secondary Revolving Facility
      Advances

                  


          

           

          Each
relevant Borrower shall (subject to Clause 8.2 (Rollover Advances)) repay the
full amount of each Revolving Facility Advance and Secondary Revolving Facility
Advance drawn by it on its Repayment Date.

           

          
            	
                    8.2

                  	
                    Rollover
      Advances

                  


          

           

          Without
prejudice to each relevant Borrower’s obligation to repay the full amount of
each Revolving Facility Advance and Secondary Revolving Facility Advance made to
it on the applicable Repayment Date, where, on the same day on which such
relevant Borrower is due to repay a Revolving Facility Advance or Secondary
Revolving Facility Advance (a “Maturing Advance”) such
relevant Borrower has also requested that an Advance under the same Facility in
the same currency as and in an amount which is equal to or less than the
Maturing Advance be made to it (a “Rollover Advance”), subject to
the Lenders being obliged to make such Rollover Advance under Clause 4.1
(Conditions to
Utilisation), the amount to be so repaid and the amount to be so drawn
down shall be netted off against each other so that the amount which such
relevant Borrower is actually required to repay on the applicable Repayment Date
shall be the net amount remaining after such netting off.

           

          
            	
                    8.3

                  	
                    Cash
      Collateralisation of Documentary
Credits

                  


          

           

          A
relevant Borrower may give the Facility Agent not less than 5 Business Days’
prior written notice of its intention to repay all or any portion of a
Documentary Credit requested by it and, having given such notice, shall procure
that the relevant Outstanding L/C Amount in respect of such Documentary Credit
is reduced in accordance with such notice by providing cash cover therefor in
accordance with Clause 1.8 (Documentary Credits) (in each
case,) or by reducing the Outstanding L/C Amount of such Documentary Credit or
by cancelling such Documentary Credit and returning the original to the L/C Bank
or the Facility Agent on behalf of the Lenders.

           

          
            	
                    8.4

                  	
                    Final
      Repayment

                  


          

           

          The
Company shall procure that all amounts outstanding under each of the Revolving
Facility and the Secondary Revolving Facility shall be repaid in full on their
respective Final Maturity Dates.

           

          
            
              	
                      9.

                    	
                      
                        REPAYMENT OF TERM FACILITY
  OUTSTANDINGS

                      

                    


            

             

            
              
                	
                        
                          9.1

                        

                      	
                        
                          Repayment
      of A Facility Outstandings, A1 Facility Outstandings, A2 Facility
      Outstandings and A3 Facility
Outstandings

                        

                      


              

               

            

          

          The
relevant Borrowers shall make such repayments as may be necessary to ensure that
on each of the dates set out in the table below (each an “Amortisation Repayment Date”)
the aggregate Sterling Amount of the:

           

          
             

            
              
                
                  
                    	
                             
      

                          	
                            (a)

                          	
                            
                              A
      Facility Outstandings and A2 Facility Outstandings are reduced (pro rata to the
      Outstandings thereunder on the applicable Amortisation Repayment Date) by
      an amount equal to the amount set out in the table below (such aggregate
      Sterling Amount for such Amortisation Repayment Date being an “A/A2 Facility Repayment
      Instalment”); provided that for any
      Amortisation Repayment Date after the occurrence of a Paydown Event, the
      A/A2 Facility Repayment Instalment shall be reduced by any amount thereof
      that would otherwise have been required to be applied in reduction of the
      A2 Facility Outstandings but for this proviso, and the relevant Borrowers
      shall instead make such repayments solely in relation to the A Facility as
      may be necessary to ensure that on such Amortisation Repayment Date the A
      Facility Outstandings are reduced by the A/A2 Facility Repayment
      Instalment as so reduced; and

                            

                          


                  

                  
                     

                  

                

              

            

          

          
            
               

              
                
                  
                    
                      	
                               
      

                            	
                              (b)

                            	
                              
                                
                                  A1
      Facility Outstandings and A3 Facility Outstandings are reduced (pro rata to the
      Outstandings thereunder on the applicable Amortisation Repayment Date) by
      an amount equal to the amount set out in the table below (such aggregate
      Sterling Amount for such Amortisation Repayment Date being an “A1/A3 Facility Repayment
      Instalment”); provided that for any
      Amortisation Repayment Date after the occurrence of a Paydown Event, the
      A1/A3 Facility Repayment Instalment shall be reduced by any amount thereof
      that would otherwise have been required to be applied in reduction of the
      A3 Facility Outstandings but for this proviso, and the relevant Borrowers
      shall instead make such repayments solely in relation to the A1 Facility
      as may be necessary to ensure that on such Amortisation Repayment Date the
      A1 Facility Outstandings are reduced by the A1/A3 Facility Repayment
      Instalment as so
reduced,

                                

                              

                            


                    

                    
                       

                    

                  

                

              

            

          

          and in
addition the relevant Borrower shall make such repayments as may be necessary to
ensure that on the Final Maturity Date for the A Facility it has reduced the A
Facility Outstandings to zero, that on the Final Maturity Date for the A1
Facility it has reduced the A1 Facility Outstandings to zero, that on the Final
Maturity Date for the A2 Facility it has reduced the A2 Facility Outstandings to
zero and that on the Final Maturity Date for the A3 Facility it has reduced the
A3 Facility Outstandings to zero.

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	
                                          Amortisation
      Repayment Date

                                           

                                        	 	
                                          Amount
      Repayable

                                           

                                        
	 	 
      	 	
                                          
                                            A/A2
      Facility

                                          

                                        	 	
                                          
                                            A1/A3
      Facility

                                          

                                        
	 	
                                          30
      September 2007

                                        	 	
                                          £225
      million

                                        	 	
                                          £12
      million

                                        
	 	
                                          31
      March 2008

                                        	 	
                                          £225
      million

                                        	 	
                                          £12
      million

                                        
	 	
                                          30
      September 2008

                                        	 	
                                          £225
      million

                                        	 	
                                          £12
      million

                                        
	 	
                                          31
      March 2009

                                        	 	
                                          £250
      million

                                        	 	
                                          £15
      million

                                        
	 	
                                          30
      September 2009

                                        	 	
                                          £450
      million

                                        	 	
                                          £25
      million

                                        
	 	
                                          31
      March 2010

                                        	 	
                                          £500
      million

                                        	 	
                                          £27
      million

                                        
	 	
                                          30
      September 2010

                                        	 	
                                          £550
      million

                                        	 	
                                          £30
      million

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
                	
                        
                          
                            9.2

                          

                        

                      	
                        
                          
                            No
      Reborrowing of A Facility Advances, A1 Facility Advances, A2 Facility
      Advances or A3 Facility
Advances

                          

                        

                      


              

            

          

           

          No
Borrower may reborrow any part of any A Facility Advance, A1 Facility Advance,
A2 Facility Advance or A3 Facility Advance which is repaid.

          
             

            
              
                	
                        
                          
                            9.3

                          

                        

                      	
                        
                          
                            Repayment
      of B1 Facility Outstandings, B2 Facility Outstandings, B3 Facility
      Outstandings, B4 Facility Outstandings, B5 Facility Outstandings, B6
      Facility Outstandings, B7 Facility Outstandings, B8 Facility Outstandings,
      B9 Facility Outstandings, B10 Facility Outstandings, B11 Facility
      Outstandings, B12 Facility Outstandings, and C Facility
      Outstandings

                          

                        

                      


              

               

            

          

          The
relevant Borrower shall repay the aggregate outstanding principal amount of the
B1 Facility Advances, the B2 Facility Advances, the B3 Facility Advances, the B4
Facility Advances, the B5 Facility Advances, the B6 Facility Advances, the B7
Facility Advances, the B8 Facility Advances, the B9 Facility Advances, the B10
Facility Advances, the B11 Facility Advances, the B12 Facility Advances and the
C Facility Advances in full in one instalment on the applicable Final Maturity
Date.

          
            
               

              
                
                  	
                          
                            9.4

                          

                        	
                          
                            
                              Repayment
      of Additional Facility
Outstandings

                            

                          

                        


                

                 

              

            

          

          The
relevant Borrower shall repay the aggregate outstanding principal amount of the
Additional Facility Advances under each Additional Facility on the Final
Maturity Date applicable to such Additional Facility.

          
             

            
              
                	
                        10.

                      	
                        
                          
                            CANCELLATION

                          

                        

                      


              

               

            

          

          
            
              
                
                  	
                          
                            
                              10.1

                            

                          

                        	
                          
                            
                              Voluntary
      Cancellation

                            

                          

                        


                

                 

              

            

          

          The
Company may, by giving to the Facility Agent not less than 3 Business Days’
prior written notice to that effect (unless an Instructing Group has given its
prior consent to a shorter period or, with respect to the A1 Facility, A3
Facility, B1 Facility or B7 Facility, a Baseball Instructing Group) cancel any
Available Facility in whole or any part (but if in part, in an amount that
reduces the Sterling Amount of such Facility by a minimum amount of £5,000,000
and an integral multiple of £1,000,000) and any such cancellation shall (subject
to the provisions of Clause 6.1(g) (Utilisation of Ancillary
Facilities)), reduce the relevant Available Commitments of the Lenders
rateably.

           

          
            
              
                
                  	
                          
                            
                              10.2

                            

                          

                        	
                          
                            
                              Notice
      of Cancellation

                            

                          

                        


                

                 

              

            

          

          Any
notice of cancellation given by the Company pursuant to Clause 10.1 (Voluntary Cancellation) shall
be irrevocable and shall specify the date upon which such cancellation is to be
made and the amount of such cancellation.

           

          
            	
                    10.3

                  	
                    Cancellation
      of Available Commitments

                  


          

           

          
            
              
                
                  
                    
                      	
                               
      

                            	
                              (a)

                            	
                              
                                
                                  On
      each Termination Date any Available Commitments in respect of the Facility
      to which such Termination Date relates shall automatically be cancelled
      and the Commitment of each Lender in relation to such Facility shall
      automatically be reduced to
zero.

                                

                              

                            


                    

                    
                       

                      
                        
                          
                            
                              
                                
                                  	
                                           
      

                                        	
                                          (b)

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

                                            

                                          

                                        


                                

                                
                                   

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      	
                              11.

                            	
                              
                                
                                  
                                    VOLUNTARY
  PREPAYMENT

                                  

                                

                              

                            


                    

                  

                

              

            

          

          
             

            
              	
                      
                        11.1

                      

                    	
                      
                        Voluntary
      Prepayment

                      

                    


            

             

            
              
                
                  
                    
                      
                        	
                                 
      

                              	
                                (a)

                              	
                                
                                  
                                    Any
      Borrower may, by giving to the Facility Agent not less than 5 Business
      Days’ prior written notice to that effect (unless an Instructing Group, or
      in the case of an A1 Facility Advance, an A3 Facility Advance, a B1
      Facility Advance or a B7 Facility Advance, a Baseball Instructing Group,
      has given its prior consent to a shorter
    period):

                                  

                                

                              


                      

                      
                         

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	 	 	(i)	
                                                              
                                                                repay
      the A Facility Advance, A1 Facility Advance, A2 Facility Advance or A3
      Facility Advance (as applicable) drawn by it in whole or in part (but if
      in part, in an amount that reduces the Sterling Amount of the A Facility
      Advance, A1 Facility Advance, A2 Facility Advance or A3 Facility Advance
      (as applicable) by a minimum amount of £5,000,000 and an integral multiple
      of £1,000,000) together with accrued interest on the amount repaid without
      premium or penalty but subject to the payment of any Break Costs (if
      applicable); and

                                                              

                                                            
	 	 	 	 
	 	 	(ii)	
                                                              repay
      the B1 Facility Advance, the B2 Facility Advance, the B3 Facility Advance,
      the B4 Facility Advance, the B5 Facility Advance, the B6 Facility Advance,
      the B7 Facility Advance, the B8 Facility Advance, the B9 Facility Advance,
      the B10 Facility Advance, the B11 Facility Advance and the B12 Facility
      Advance drawn by it in whole or in part (but if in part, in an amount that
      reduces the Sterling Amount of the B1 Facility Advance, the B2 Facility
      Advance, the B3 Facility Advance, the B4 Facility Advance, the B5 Facility
      Advance, the B6 Facility Advance, the B7 Facility Advance, the B8 Facility
      Advance, the B9 Facility Advance, B10 Facility Advance, the B11 Facility
      Advance and the B12 Facility Advance, by a minimum amount of £5,000,000
      and an integral multiple of £1,000,000), together with accrued interest on
      the amount repaid without premium or penalty but subject to the payment of
      any Break Costs (if applicable) and subject to a 1.00% prepayment premium
      payable on the principal amount being repaid during the first 18 months
      from the Merger Closing Date (or the Structuring Date, whichever is
      later).

                                                            


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

                
                  
                     

                  

                

              

            

          

          
            	
                     
      

                  	
                    Any
      Additional Facility Borrower may, by giving to the Facility Agent not less
      than 5 Business Days’ prior written notice to that effect (unless an
      Instructing Group has given its prior consent to a shorter period), repay
      any Additional Facility Advance by such minimum amount as is agreed by the
      Company and the relevant Additional Facility
  Lender.

                  


          

          
            
              
                
                   

                  
                    
                      
                        
                          
                            
                              	
                                       
      

                                    	
                                      (b)

                                    	
                                      
                                        
                                          Without
      prejudice to the provisions of paragraph (a) above, the Company may
      at its option, at any time on or prior to 31 December 2006, refinance the
      whole (but not part only) of any A1 Facility Outstandings, A3 Facility
      Outstandings, B1 Facility Outstandings and B7 Facility Outstandings from
      the proceeds of a Stand Alone Baseball
    Financing.

                                        

                                      

                                    


                            

                            
                               

                            

                          

                        

                      

                    

                  

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	 	(c)	(i)	
                                                                  
                                                                    The
      Company may by giving the Facility Agent not less than 5 Business Days’
      prior written notice to that effect, prepay the whole or any part of the C
      Facility Advance (but if in part, in an amount that reduces the Sterling
      Amount of the C Facility Advance by a minimum amount of £5,000,000 and an
      integral multiple of £1,000,000), together with accrued interest on the
      amount repaid and the applicable Prepayment
  Premium.

                                                                  

                                                                
	 	 	 	 
	 	 	(ii)	
                                                                  
                                                                    If
      the Company prepays the whole or any part of the C Facility Advance, the
      Company shall pay to the Facility Agent for the account of the C Facility
      Lenders the applicable Prepayment Premium (if
  any).

                                                                  

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                  
                    
                       

                    

                  

                

              

            

          

          “Prepayment Premium” means, in
relation to any portion of the C Facility Advance which is prepaid:

           

          
            	
                     
      

                  	
                    (A)

                  	
                    at
      any time on or prior to the second anniversary of the Utilisation Date in
      respect of the C Facility (the “Designated
      Anniversary”), an amount equal to the greater of (a) 1.0% of the
      aggregate principal amount of such C Facility Advance at such time and (b)
      the excess (to the extent positive) of (i) the present value at such time
      of (A) an amount equal to 102% of the aggregate principal amount of such C
      Facility Advance plus (B) any interest payments which would accrue on such
      C Facility Advance from such time up to and including the Designated
      Anniversary (including accrued and unpaid interest) computed using a
      discount rate equal to the Gilt Rate (in relation to C Facility Advances
      denominated in Sterling) or the Treasury Rate (in relation to C Facility
      Advances denominated in Dollars) in each case plus 50 basis points over
      (ii) the aggregate principal amount of such C Facility Advance;
      or

                  


          

           

          
            	
                     
      

                  	
                    (B)

                  	
                    at
      any time after the Designated Anniversary, an amount equal to the
      percentage set out in the table below opposite the applicable period
      during which the relevant prepayment is made and calculated on the
      principal amount of the C Facility Advance so
  prepaid.

                  


          

           

          
            
              	 	
                      Period

                       

                    	
                      Percentage

                    
	 	
                      First
      12 months after the Designated Anniversary

                       

                    	
                      2%

                    
	 	
                      12
      months plus one day to 24 months after the Designated
      Anniversary

                       

                    	
                      1%

                    
	 	
                      24
      months plus one day and at all times thereafter

                       

                    	
                      0%

                    


            

          

          
            
            

          

           

          
            
              
                
                  	
                          
                            
                              11.2

                            

                          

                        	
                          
                            
                              Right
      of Prepayment and Cancellation in relation to a single
      Lender

                            

                          

                        


                

                 

              

            

          

          If any
sum payable to any Lender by an Obligor is required to be increased under
Clause 17.1 (Tax
Gross-up) or a Lender claims indemnification from a Borrower under the
provisions of Clause 17.3 (Tax Indemnity) or
Clause 18.1 (Increased
Costs) that Borrower may elect by providing, at least 5 Business
Days’ prior notice of its intention to repay or to cause to be repaid such
Lender’s share of the Outstandings to the Facility Agent, to repay such Lender’s
share of the Outstandings on a non-pro rata basis and immediately to cancel any
Commitments then outstanding of such Lender.  In such event, such
Borrower shall procure that, on the last day of each of the then current
Interest Periods or Terms (as the case may be) such Lender’s portion of each
Advance to which each such Interest Period or Term relates is repaid and if the
relevant Lender is also an L/C Bank, such Borrower shall procure that the
relevant Outstanding L/C Amount(s) are reduced to zero and if the relevant
Lender is also an Ancillary Facility Lender, such Borrower shall repay the
relevant Ancillary Facility Outstandings in full.

           

          
            
              
                	
                        
                          
                            11.3

                          

                        

                      	
                        
                          
                            Application
      of Repayments

                          

                        

                      


              

               

              
                
                  
                    
                      
                        
                          	
                                   
      

                                	
                                  (a)

                                	
                                  
                                    
                                      To
      the extent applicable, any repayment made pursuant to Clauses 11.1
      (Voluntary
      Prepayment), 12.2 (Repayment from Net
      Proceeds), 12.4 (Repayment from Excess Cash
      Flow), 12.5 (Repayment from Debt
      Proceeds) and 12.6 (Repayment from Equity
      Proceeds) shall be applied at the end of the Interest Period or
      Term current at the time of receipt of such proceeds; subject to
      paragraphs (b) and (c) below, firstly, in repayment of the Term
      Facility Outstandings (other than the B7 Facility Outstandings, B8
      Facility Outstandings, B9 Facility Outstandings, B10 Facility
      Outstandings, B11 Facility Outstandings, B12 Facility Outstandings,
      Additional Facility Outstandings or C Facility Outstandings) pro rata to the
      aggregate amount of A Facility Outstandings, A1 Facility Outstandings, A2
      Facility Outstandings, A3 Facility Outstandings, B1 Facility Outstandings,
      B2 Facility Outstandings, B3 Facility Outstandings, B4 Facility
      Outstandings, B5 Facility Outstandings and B6 Facility Outstandings on the
      date of such repayment until all A Facility Outstandings, all A1 Facility
      Outstandings, all A2 Facility Outstandings, all A3 Facility Outstandings,
      all B1 Facility Outstandings, all B2 Facility Outstandings, all B3
      Facility Outstandings, all B4 Facility Outstandings, all B5 Facility
      Outstandings and all B6 Facility Outstandings have been repaid in full;
      secondly, in repayment of the B7 Facility Outstandings, the B8 Facility
      Outstandings, B9 Facility Outstandings, B10 Facility Outstandings, B11
      Facility Outstandings, B12 Facility Outstandings, and Additional Facility
      Outstandings; thirdly, in repayment of the C Facility Outstandings; and,
      fourthly, in repayment of Revolving Facility Outstandings and Secondary
      Revolving Facility Advances on the date of such
      repayment.

                                    

                                  

                                


                        

                        
                           

                          
                            
                              
                                
                                  
                                    
                                      	
                                               
      

                                            	
                                              (b)

                                            	
                                              
                                                
                                                  Any
      repayment of A Facility Outstandings, A1 Facility Outstandings, A2
      Facility Outstandings and A3 Facility Outstandings (as applicable) made
      pursuant to paragraph (a) shall
  either:

                                                

                                              

                                            


                                    

                                    
                                       

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	 	 	(i)	
                                                              
                                                                reduce
      each of the remaining Repayment Instalments for the A Facility, A1
      Facility, the A2 Facility and the A3 Facility (as applicable) on a pro rata basis;
      or

                                                              

                                                            
	 	 	 	 
	 	 	(ii)	
                                                              
                                                                
                                                                  at
      the election of the Company made on or prior to the date upon which such
      repayment of the A Facility Outstandings or the A1 Facility Outstandings
      or, if prior to the occurrence of a Paydown Event, the A2 Facility
      Outstandings or the A3 Facility Outstandings, is made pursuant to
      paragraph (a) above, repay the immediately succeeding four (or less,
      if there are fewer than four) Repayment Instalments (other than the
      Repayment Instalment on the relevant Final Maturity Date) for the A
      Facility and/or the A1 Facility and/or, if prior to the occurrence of a
      Paydown Event, the A2 Facility and/or the A3 Facility, in chronological
      order of maturity, and thereafter in respect of any excess, reduce each of
      the remaining Repayment Instalments for the A Facility, the A1 Facility,
      the A2 Facility and the A3 Facility (as applicable) on a pro rata
      basis.

                                                                

                                                              

                                                            


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

              
                
                   

                  
                    
                      
                        
                          
                            
                              	
                                       
      

                                    	
                                      (c)

                                    	
                                      
                                        
                                          Without
      prejudice to the provisions of paragraph (a) above, any Lender under
      the B1 Facility (a “B1
      Facility Lender”), the B2 Facility (a “B2 Facility Lender”),
      the B3 Facility (a “B3
      Facility Lender”), the B4 Facility (a “B4 Facility Lender”),
      the B5 Facility (a “B5
      Facility Lender”) or the B6 Facility (a “B6 Facility Lender”),
      may at its sole discretion during the first 18 months from the Merger
      Closing Date (or the Structuring Date, whichever is later) (other than in
      the case of a prepayment in full of the B1 Facility, the B2 Facility, the
      B3 Facility, the B4 Facility, the B5 Facility or the B6 Facility),
      following such Lender’s receipt of notice of prepayment, notify the
      Facility Agent within 3 Business Days after receipt of such notice that it
      elects to receive its share of the prepayment of the B1 Facility
      Outstandings, the B2 Facility Outstandings, the B3 Facility Outstandings,
      the B4 Facility Outstandings, the B5 Facility Outstandings or the B6
      Facility Outstandings, as applicable, to be made pursuant to
      paragraph (a), at the time such prepayment is to be
      made.  In the event such notification is not made, the amount
      which would have been applied in prepaying such B1 Facility Lender, B2
      Facility Lender, B3 Facility Lender, B4 Facility Lender, B5 Facility
      Lender or B6 Facility Lender, as applicable, shall instead be applied in
      prepayment to the Lenders of the A Facility, the A1 Facility and any
      accepting B1 Facility Lenders, any accepting B2 Facility Lenders, any
      accepting B3 Facility Lenders, any accepting B4 Facility Lenders, any
      accepting B5 Facility Lenders or any accepting B6 Facility Lenders, as
      applicable, on a pro
      rata basis.

                                        

                                      

                                    


                            

                            
                               

                            

                          

                        

                      

                    

                  

                  
                    
                      
                        
                          
                            
                              	
                                       
      

                                    	
                                      (d)

                                    	
                                      
                                        
                                          Without
      prejudice to the provisions of paragraph (a) above, any C Facility
      Lender may at its sole discretion at any prior to the fourth anniversary
      of the Utilisation Date in respect of the C Facility Advance (other than
      in the case of a prepayment in full of the C Facility) notify the Facility
      Agent at least 3 Business Days in advance that it does not wish to receive
      its share of the prepayment of the C Facility Outstandings to be made
      pursuant to paragraph (a), at the time such prepayment is to be
      made.  In the event of such notification, the amount which would
      have been applied in prepaying such C Facility Lender shall instead be
      applied in prepayment of any non-declining C Facility Lenders on a pro rata basis, and
      thereafter, in prepayment of the Revolving Facility Outstandings and
      Secondary Revolving Facility Outstandings in accordance with
      paragraph (e)
below.

                                        

                                      

                                    


                            

                            
                               

                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                   
      

                                                	
                                                  (e)

                                                	
                                                  
                                                    
                                                      Any
      repayment of any Revolving Facility Outstandings or Secondary Revolving
      Facility Outstandings under this Agreement shall be applied first against
      Revolving Facility Advances and Secondary Revolving Facility Advances,
      pro rata, and
      when all Revolving Facility Advances and Secondary Revolving Facility
      Advances have been repaid in full, to provide cash collateral in respect
      of any Outstanding L/C
Amounts.

                                                    

                                                  

                                                


                                        

                                        
                                           

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            	
                    
                      
                        11.4

                      

                    

                  	
                    
                      
                        Release
      from Obligation to make
Advances

                      

                    

                  


          

           

          A Lender
for whose account a repayment is to be made under Clause 11.2 (Right of Prepayment and Cancellation
in relation to a single Lender) shall not be obliged to
participate in the making of Advances (including Revolving Facility Advances or
Secondary Revolving Facility Advances) or in the issue or counter-guarantee in
respect of Documentary Credits or in the provision of Ancillary Facilities on or
after the date upon which the Facility Agent receives the relevant notice of
intention to repay such Lender’s share of the Outstandings, on which date all of
such Lender’s Available Commitments shall be cancelled and all of its
Commitments shall be reduced to zero.

           

          
            
              
                	
                        
                          
                            11.5

                          

                        

                      	
                        
                          
                            Notice
      of Repayment

                          

                        

                      


              

               

            

          

          Any
notice of repayment given by a Borrower pursuant to Clauses 11.1 (Voluntary Prepayment) or 11.2
(Right of Prepayment and
Cancellation in relation to a single Lender) shall be irrevocable, shall
specify the date upon which such repayment is to be made and the amount of such
repayment and shall oblige that Borrower to make such repayment on such
date.

           

          
            	
                    
                      
                        11.6

                      

                    

                  	
                    
                      
                        Restrictions
      on Repayment

                      

                    

                  


          

           

          No
Borrower may repay all or any part of any Advance  (including, at any
time, a Revolving Facility Advance or Secondary Revolving Facility Advance)
except at the times and in the manner expressly provided for in this
Agreement.

          
            
               

              
                	
                        
                          
                            11.7

                          

                        

                      	
                        
                          
                            Cancellation
      upon Repayment

                          

                        

                      


              

               

            

          

          No amount
repaid under this Agreement may subsequently be reborrowed other than any amount
of a Revolving Facility Advance or Secondary Revolving Facility Advance repaid
in accordance with Clause 8.1 (Repayment of Revolving Facility and
Secondary Revolving Facility Advances) or any Documentary Credit repaid
in accordance with this Agreement on or prior to the Final Maturity Date in
respect of the Revolving Facility or Secondary Revolving Facility, as
applicable, and upon any repayment (other than in respect of a Revolving
Facility Advance or Secondary Revolving Facility Advance, as aforesaid) the
availability of the relevant Facility shall be reduced by an amount
corresponding to the amount of such repayment and the Available Commitment of
each Lender in relation to that Facility shall be cancelled in an amount equal
to such Lender’s Proportion of the amount repaid.  For the avoidance
of doubt, unless expressly agreed to the contrary in the relevant Ancillary
Facility Documents, this Clause 11.7 shall not apply to any Ancillary
Facility.

           

          
            
              
                
                  	
                          12.

                        	
                          
                            
                              
                                MANDATORY PREPAYMENT AND
      CANCELLATION

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                	
                        
                          
                            12.1

                          

                        

                      	
                        
                          
                            Change
      of Control

                          

                        

                      


              

               

            

          

          If a
Change of Control occurs, all of the Available Commitments shall immediately be
cancelled, the Commitments of each Lender in respect of each Facility shall be
reduced to zero and the Company shall procure that the Outstandings are
immediately repaid in full together with unpaid interest accrued thereon and
together with the applicable Prepayment Premium (if any, and in respect of the C
Facility only) and all other amounts payable pursuant to Clause 31 (Borrowers’ Indemnities) and
any other provision of this Agreement.

           

          
            
              
                	
                        
                          
                            12.2

                          

                        

                      	
                        
                          
                            Repayment
      from Net Proceeds

                          

                        

                      


              

               

              
                
                  
                    
                      
                        
                          	
                                   
      

                                	
                                  (a)

                                	
                                  
                                    
                                      The
      Company shall procure that, subject to paragraph (b) below or unless
      the Facility Agent (acting on the instructions of an Instructing Group)
      otherwise agrees, an amount equal to the Net Proceeds
      received:

                                    

                                  

                                


                        

                        
                           

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	 	 	(i)	
                                                              
                                                                
                                                                  by
      any member of the Bank Group in respect of any Disposal of such member’s
      assets or business in aggregate in excess of £35 million (or its
      equivalent in other currencies) in any financial year of the Company;
      or

                                                                

                                                              

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

                                                                

                                                              

                                                            


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

              
                 

              

            

          

          is
applied in or towards repayment of the Outstandings in accordance with
Clause 11.3 (Application
of Repayments) at the end of the Interest Period next ending on or after
the 10th
Business Day following the date of receipt of such Net Proceeds.

          
            
              
                
                  
                     

                  

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                             
      

                                          	
                                            (b)

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

                                              

                                            

                                          


                                  

                                  
                                     

                                  

                                

                              

                            

                          

                        

                      

                    

                  

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

                                                                                          

                                                                                        

                                                                                      
	 	 	 	 
	 	 	(ii)	
                                                                                        
                                                                                          
                                                                                            
                                                                                              from
      any Disposal permitted under Clause 25.6 (Disposals) other than
      in relation to Disposals permitted under paragraphs (b) (with respect
      to surplus assets only and where the Net Proceeds of such Disposal, or a
      series of Disposals forming part of the same transaction exceeds
      £5,000,000), (j), (k), (o)(ii), (p), (q), (s) and
      (w);

                                                                                            

                                                                                          

                                                                                        

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

                                                                                      
	 	 	 	 
	 	 	(iv)	
                                                                                        from
      any Content Transaction which shall instead be applied as
      follows:

                                                                                      


                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                              
                                 

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            	
                     
      

                  	
                    (A)

                  	
                    the
      first £200 million shall be retained by the Bank Group and, provided that
      no Event of Default has occurred or would arise as a result of such
      payment, may be applied towards the making of Permitted
      Payments;

                  


          

           

          
            	
                     
      

                  	
                    (B)

                  	
                    a
      percentage of the remainder shall be applied in mandatory prepayment of
      the Term Facilities, such percentage being determined in accordance with
      the Leverage Ratio as at the time of such Disposal, in accordance with the
      following table:

                  


          

           

          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    Leverage Ratio

                                  	
                                    Percentage

                                  
	 	
                                    Greater
      than 4.0:1

                                  	
                                    50%

                                  
	 	
                                    Greater
      than 3.0:1 but less than or equal to 4.0:1

                                  	
                                    25%

                                  
	 	
                                    Less
      than or equal to 3.0 : 1

                                  	
                                    0%

                                  


                          

                        

                      

                    

                  

                

              

            

          

          
            
            

          

          
             

            
              	
                       
      

                    	
                      (C)

                    	
                      
                        any
      Net Proceeds which are not distributed in accordance with (A) above or
      required to be applied in mandatory prepayment in accordance with (B)
      above, shall be retained within the Bank
  Group,

                      

                    


            

             

          

          provided
that to the extent that any Net Proceeds are not applied in accordance with
sub-paragraphs (i) or (iii) above (as applicable) within the applicable
time periods specified such amounts shall, subject to Clause 12.3 (Blocked Accounts), be applied
in or towards repayment of Outstandings in accordance with Clause 11.3
(Application of
Repayments).

           

          
            
              
                
                  	
                          
                            
                              
                                12.3

                              

                            

                          

                        	
                          
                            
                              
                                Blocked
      Accounts

                              

                            

                          

                        


                

                 

                
                  
                    
                      
                        
                          
                            	
                                     
      

                                  	
                                    (a)

                                  	
                                    
                                      
                                        In
      relation to any amount in excess of £30 million of Net Proceeds referred
      to in paragraphs (b)(i) and (b)(iii) of Clause 12.2 (Repayment from Net
      Proceeds), and any amount of Equity Proceeds contributed to the
      Bank Group under sub-paragraph (b)(ii) of Clause 12.6 (Repayment from Equity
      Proceeds) pending the acquisition, reinvestment, replacement,
      reinstatement or repair or application towards any capital expenditure,
      acquisition or investment as contemplated by such provisions, all such
      amounts shall be deposited in a Blocked
    Account.

                                      

                                    

                                  


                          

                          
                             

                          

                        

                      

                    

                  

                

                
                  
                    
                      
                        
                          
                            	
                                     
      

                                  	
                                    (b)

                                  	
                                    
                                      
                                        At
      the election of the relevant Borrower, any amounts required to be prepaid
      under Clause 12.2 (Repayment from Net
      Proceeds), Clause 12.4 (Repayment from Excess Cash
      Flow), Clause 12.5 (Repayment from Debt
      Proceeds) or Clause 12.6 (Repayment from Equity
      Proceeds) may be deposited into a Blocked Account upon receipt
      thereof and applied by the Facility Agent in repayment of the Outstandings
      in accordance with Clause 11.3 (Application of
      Repayments), at the end of the then applicable Interest
      Period.

                                      

                                    

                                  


                          

                          
                             

                            
                              
                                
                                  
                                    
                                      
                                        	
                                                 
      

                                              	
                                                (c)

                                              	
                                                
                                                  
                                                    While
      there are any Outstandings or any of the Commitments are available for
      drawing, no amount shall be withdrawn from any Blocked Account by any
      member of the Group or the Facility Agent except
      for:

                                                  

                                                

                                              


                                      

                                      
                                         

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      	 	 	(i)	
                                                                                                                              
                                                                                                                                
                                                                                                                                  amounts
      to be applied (and which are then applied) in accordance with
      paragraph (a) above;

                                                                                                                                

                                                                                                                              

                                                                                                                            
	 	 	 	 
	 	 	(ii)	
                                                                                                                              
                                                                                                                                
                                                                                                                                  amounts
      to be applied (and which are then applied) in accordance with
      paragraph (b) above; or

                                                                                                                                

                                                                                                                              

                                                                                                                            
	 	 	 	 
	 	 	(iii)	
                                                                                                                              following
      the Acceleration Date, applications by the Facility Agent of the whole or
      any part of the sums standing to the credit of a Blocked Account in or
      towards payment of any sums due and unpaid at any time from any Obligor
      under any Finance
Document.

                                                                                                                            


                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                          
                                                                             

                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      	
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      12.4

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            	
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      Repayment
      from Excess Cash
Flow

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            


                                                                                    

                                                                                     

                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                	
                                                                                                         
      

                                                                                                      	
                                                                                                        (a)

                                                                                                      	
                                                                                                        
                                                                                                          
                                                                                                            The
      Company shall ensure that, to the extent Excess Cash Flow exceeds £25
      million in any financial year (from and including the financial year ended
      31 December 2006) of the Company, subject to paragraphs (b) and (c)
      below, an amount equal
to:

                                                                                                          

                                                                                                        

                                                                                                      


                                                                                              

                                                                                              
                                                                                                 

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            	 	 	(i)	
                                                                                    
                                                                                      
                                                                                        50%
      of Excess Cash Flow in such financial year of the Company, in the event
      that the Compliance Certificate delivered pursuant to Clause 22.5
      (Compliance
      Certificates) and the annual financial information delivered
      pursuant to Clause 22.1 (Financial Statements)
      demonstrate that the ratio of Consolidated Net Debt as at the end of such
      financial year to Consolidated Operating Cashflow for such financial year
      is greater than or equal to 4:1; or

                                                                                      

                                                                                    

                                                                                  
	 	 	 	 
	 	 	(ii)	
                                                                                    
                                                                                      
                                                                                        25%
      of Excess Cash Flow in such financial year of the Company, in the event
      that the Compliance Certificate delivered pursuant to Clause 22.5
      (Compliance
      Certificates) and the annual financial information delivered
      pursuant to Clause 22.1 (Financial Statements)
      demonstrate that the ratio of Consolidated Net Debt as at the end of such
      financial year to Consolidated Operating Cashflow for such financial year,
      is less than 4:1 but more than or equal
  3.0:1,

                                                                                      

                                                                                    

                                                                                  


                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                    
                                       

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          is,
subject to paragraph (c) of Clause 12.3 (Blocked Accounts), applied in
prepayment of Outstandings in accordance with Clause 11.3 (Application of Repayments)
within 10 Business Days of the filing by the Ultimate Parent of its audited
financial statements, provided that any such payment may be deferred by a period
of up to 30 days if the management of the Ultimate Parent, acting reasonably and
in good faith, are able to demonstrate to the satisfaction of the Facility Agent
(acting reasonably) that the cash reserves of the Group would be reduced
temporarily by such payment to below £200 million (for this purpose disregarding
any availability under the Revolving Facility or Secondary Revolving
Facility).

          
             

            
              
                
                  
                    
                      
                        
                          
                            	 	(b)	
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        Subject
      to paragraph (c) below, no repayments shall be required under
      paragraph (a) above in the event that the Compliance Certificate most
      recently delivered pursuant to Clause 22.5 (Compliance
      Certificates) and the annual financial information delivered
      pursuant to Clause 22.1 (Financial Statements)
      demonstrate that the ratio of Consolidated Net Debt as at the end of such
      financial year to Consolidated Operating Cashflow for the relevant
      financial year, is less than
      3:1.

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  


                          

                        

                      

                    

                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                         

                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	 	(c)	
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    In
      respect of the financial year ended 31 December 2006, the calculation of
      any Excess Cash Flow pursuant to paragraphs (a) and (b) above, shall
      be calculated by reference to the Excess Cash Flow for the period
      commencing on but excluding the Merger Closing Date (or, in the case of
      Excess Cash Flow attributable to that part of Bank Group Cash Flow
      attributable to the Baseball Group, the Baseball Effective Date) to and
      including 31 December
      2006.

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              


                                                      

                                                    

                                                  

                                                

                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                   

                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            	
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            12.5

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  	
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            Repayment
      from Debt
Proceeds

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  


                                                                          

                                                                           

                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      	
                                                                                               
      

                                                                                            	
                                                                                              (a)

                                                                                            	
                                                                                              
                                                                                                
                                                                                                  The
      Ultimate Parent shall, subject to paragraph (c) of Clause 12.3
      (Blocked
      Accounts) and paragraph (b) below (or to the Facility Agent
      (acting on the instructions of an Instructing Group) having otherwise
      agreed), procure that:

                                                                                                

                                                                                              

                                                                                            


                                                                                    

                                                                                    
                                                                                       

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      	 	 	(i)	
                                                                                              
                                                                                                
                                                                                                  50%
      of Debt Proceeds raised by any member of the Group in connection with any
      single raising of Debt Proceeds which exceeds £10 million (and which
      is not referred to in paragraphs (ii), (iii) or (iv) below) shall be
      applied in prepayment of Outstandings, in accordance with Clause 11.3
      (Application of
      Repayments) within 10 Business Days following receipt of such Debt
      Proceeds;

                                                                                                

                                                                                              

                                                                                            
	 	 	 	 
	 	 	(ii)	
                                                                                              
                                                                                                
                                                                                                  100%
      of Debt Proceeds (for this purpose, the words “other than Parent Debt”
      shall be deemed omitted from the definition of this term) raised from the
      Additional High Yield Notes shall be applied in prepayment of
      Outstandings, in accordance with Clause 11.3 (Application of
      Repayments) within 10 Business Days following receipt of such Debt
      Proceeds raised from the issuance of the Additional High Yield
      Notes;

                                                                                                

                                                                                              

                                                                                            
	 	 	 	 
	 	 	(iii)	
                                                                                              an
      amount equal to 100% of the Additional Facility Outstandings in relation
      to any drawing under any Additional Facility shall be applied in
      prepayment of Outstandings in accordance with Clause 11.3 (Application of
      Repayments), as promptly as possible and in any case within 10
      Business Days of such drawing, provided that pending
      such application, any amounts so drawn down shall at all times be held in
      an account of the relevant Additional Facility Borrower, which account
      must be subject to the Security under the Security Documents;
      and

                                                                                            
	 	 	 	 
	 	 	(iv)	
                                                                                              100%
      of Debt Proceeds raised in reliance on the basket for tax-related
      financings provided in paragraph (p) of Clause 25.4 (Financial Indebtedness)
      shall be applied in prepayment of Outstandings, in accordance with
      Clause 11.3 (Application of
      Repayments), within 10 Business Days following receipt of such Debt
      Proceeds.

                                                                                            


                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                      
                                         

                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                             
      

                                                          	
                                                            (b)

                                                          	
                                                            
                                                              
                                                                Paragraph
      (a) above shall not apply
to:

                                                              

                                                            

                                                          


                                                  

                                                  
                                                     

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          	 	 	(i)	
                                                                                                  
                                                                                                    any Financial
      Indebtedness raised under the Bridge Facility Agreement, the Alternative
      Bridge Facility Agreement, the Exchange Notes or the New High Yield Notes,
      and in the case of the latter up to the aggregate of (A) the aggregate
      principal amount outstanding under the Bridge Facility or the Alternative
      Bridge Facility (as the case may be), (B) any accrued interest thereon,
      (C) any contractual premium payable in respect thereof and (D) any fees,
      costs, expenses, commissions and other similar charges reasonably incurred
      in connection with such financing;

                                                                                                  

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

                                                                                                    

                                                                                                  

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

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

                                                                                                
	 	 	 	 
	 	 	(v)	
                                                                                                  any
      Financial Indebtedness to the extent raised by any member of the Bank
      Group which is permitted by Clause 25.4 (Financial
      Indebtedness);

                                                                                                


                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                      
                                        
                                          
                                            
                                              
                                                	 	 	 	 
	 	 	(vi)	
                                                        Financial
      Indebtedness constituting Parent Debt which is incurred in compliance with
      the provisions of Clause 25.18 (Parent Debt), except to
      the extent paragraph (a)(ii) above applies
  thereto;

                                                      


                                                	 	 	 	 
	 	 	(vii)	
                                                        any
      Financial Indebtedness to the extent raised by any member of the Group
      (other than a member of the Bank Group) the proceeds of which are
      contributed to the Bank Group in accordance with Clause 24.15 (Contributions to the Bank
      Group);

                                                      


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

                                                      


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


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

                                                      


                                                	 	 	 	 
	 	 	(xi)	any Financial
      Indebtedness which constitutes Merger
Indebtedness;


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

                                                      


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

                                                      


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

                                                      


                                                	 	 	 	 
	 	 	(xv)	any proceeds of any
      Alternative Baseball Financing,


                                                
                                                  
                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          provided
that in the case of sub-paragraph (vii) above, such Debt
Proceeds shall within 90 days of receipt thereof, be contributed into
the Bank Group and deposited into a Blocked Account as contemplated by
Clause 12.3 (Blocked
Accounts) and if not applied within 90 days after such deposit
shall, subject to paragraph (b) of Clause 12.3 (Blocked Accounts), be applied
in or towards repayment of Outstandings in accordance with Clause 11.3
(Application of
Repayments).

           

          
            
              
                
                  
                    
                      	
                              
                                
                                  
                                    
                                      12.6

                                    

                                  

                                

                              

                            	
                              
                                
                                  
                                    
                                      Repayment
      from Equity
Proceeds

                                    

                                  

                                

                              

                            


                    

                     

                    
                      
                        
                          
                            
                              
                                	
                                         
      

                                      	
                                        (a)

                                      	
                                        
                                          
                                            The
      Ultimate Parent shall procure that subject to paragraph (c) of
      Clause 12.3 (Blocked Accounts) and
      paragraph (b) below, an amount equal
  to:

                                          

                                        

                                      


                              

                              
                                 

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  	 	 	(i)	
                                                                                          
                                                                                            
                                                                                              50%
      of Equity Proceeds, in the event that the Compliance Certificate most
      recently delivered pursuant to Clause 22.5 (Compliance
      Certificates) and the quarterly financial information delivered
      pursuant to Clause 22.1 (Financial Statements)
      for each Financial Quarter ending on the Quarter Date to which such
      Compliance Certificate relates demonstrate that the ratio of Consolidated
      Net Debt as at such Quarter Date to Consolidated Operating Cashflow for
      the Financial Quarter ending on such Quarter Date, calculated on an
      annualised basis, is more than 3.5:1;

                                                                                            

                                                                                          

                                                                                        
	 	 	 	 
	 	 	(ii)	
                                                                                          
                                                                                            
                                                                                              25%
      of Equity Proceeds, in the event that the Compliance Certificate most
      recently delivered pursuant to Clause 22.5 (Compliance
      Certificates) and the quarterly financial information delivered
      pursuant to Clause 22.1 (Financial Statements)
      for each Financial Quarter ending on the Quarter Date to which such
      Compliance Certificate relates demonstrate that the ratio of Consolidated
      Net Debt as at such Quarter Date to Consolidated Operating Cashflow for
      the Financial Quarter ending on such Quarter Date calculated on an
      annualised basis, is 3.5:1 or less but is more than 3:1;
      or

                                                                                            

                                                                                          

                                                                                        
	 	 	 	 
	 	 	(iii)	
                                                                                          0%
      of Equity Proceeds, in the event that the Compliance Certificate most
      recently delivered pursuant to Clause 22.5 (Compliance
      Certificates) and the quarterly financial information delivered
      pursuant to Clause 22.1 (Financial Statements)
      for each Financial Quarter ending on the Quarter Date to which such
      Compliance Certificate relates demonstrate that the ratio of Consolidated
      Net Debt as at such Quarter Date to Consolidated Operating Cashflow for
      the Financial Quarter ending on such Quarter Date calculated on an
      annualised basis, is equal to or less than
3:1,

                                                                                        


                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                      
                                         

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          shall be
contributed to a member of the Bank Group in accordance with Clause 24.15
(Contributions to the Bank
Group) and applied in or towards prepayment of Outstandings in accordance
with Clause 11.3 (Application of Repayments),
in each case, within 10 Business Days following receipt of such Equity
Proceeds provided that no amount of Equity Proceeds shall be required to be
prepaid under this paragraph (a) unless the amount of Equity Proceeds
received by the Group in connection with any single raising of Equity Proceeds
exceeds £10 million (or its equivalent in other currencies).

          
            
               

              
                
                  
                    
                      	
                               
      

                            	
                              (b)

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

                                

                              

                            


                    

                    
                       

                      
                        	
                              	 	 	 
	 	 	(i)	
                                to
      the extent that any Borrower has made a voluntary prepayment of the
      Outstandings in accordance with Clause 11.1 (Voluntary Prepayment) using the
      proceeds of any Parent Debt (the “Voluntary Prepayment Amount”) and, in the
      case of the Revolving Facility Outstandings and Secondary Revolving
      Facility Outstandings, the aggregate Revolving Facility Commitments and
      Secondary Revolving Facility Commitments have been permanently cancelled
      by an amount equal to the amount of Revolving Facility Outstandings and/or
      Secondary Revolving Facility Outstandings so prepaid and such Equity
      Proceeds are applied in prepayment of the Parent Debt so
      used; 

                              


                        
                           

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          	 	 	(ii)	
                                                                                                  
                                                                                                    
                                                                                                      to
      the extent contributed to or invested in the Bank Group in accordance with
      Clause 24.15 (Contributions to the Bank
      Group) and thereafter applied by the ultimate recipient thereof
      towards capital expenditure or the purchase price of any acquisition or
      investment to the extent permitted by Clause 25.13 (Acquisitions and
      Investments);

                                                                                                    

                                                                                                  

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

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

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

                                                                                                


                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                                
                                  
                                    
                                      
                                        
                                          
                                            	 	 	 	 
	 	 	(vi)	
                                                    in
      respect of any New Equity issued by the Ultimate Parent and applied for
      the purposes permitted under Clause 23.3 (Equity Cure Right) or
      paragraph (o) of Clause 25.13 (Acquisitions and
      Investments),

                                                  


                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    	
                             
      

                          	
                             

                          	
                            
                              
                                provided
      that in the case of sub-paragraph (ii) above, such Equity
      Proceeds shall immediately upon their contribution into the Bank
      Group, be deposited into a Blocked Account and if not applied in
      accordance with sub-paragraph (ii), as the case may be, within 180
      days of such receipt, shall, subject to paragraph (b) of
      Clause 12.3 (Blocked Accounts) be
      applied in or towards repayment of Outstandings in accordance with
      Clause 11.3 (Application of
      Repayments).

                              

                            

                          


                  

                  
                     

                  

                

              

            

          

          
            
              
                
                  
                    
                      	
                              
                                
                                  
                                    12.7

                                  

                                

                              

                            	
                              
                                
                                  
                                    
                                      Trapped
      Cash

                                    

                                  

                                

                              

                            


                    

                     

                  

                

              

            

          

          If:

          
            
              
                
                  
                    
                      
                         

                        
                          
                            
                              
                                	
                                         
      

                                      	
                                        (a)

                                      	
                                        
                                          
                                            moneys
      are required to be applied in prepayment or repayment of the Facilities
      under this Clause 12 (Mandatory Prepayments and
      Cancellation), but in order to be so applied such moneys need to be
      upstreamed or otherwise transferred from one member of the Group to
      another member of the Group to effect such prepayment or repayment;
      and

                                          

                                        

                                      


                              

                              
                                 

                              

                            

                          

                        

                      

                    

                    
                      
                        
                          
                            
                              
                                	
                                         
      

                                      	
                                        (b)

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

                                          

                                        

                                      


                              

                              
                                 

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

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

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	 	 	(i)	
                                                                      
                                                                        
                                                                          during
      such period, (to the extent lawful) the monies will be placed in a Blocked
      Account;

                                                                        

                                                                      

                                                                    
	 	 	 	 
	 	 	(ii)	
                                                                      
                                                                        
                                                                          in
      the case of any impediment relating to potential material adverse tax
      consequences, the Company shall procure that the prepayment obligations
      under this Clause 12 (Mandatory Prepayments and
      Cancellation), shall be complied with by using the proceeds
      retained to repay Outstandings owing by the member of the Group which
      received such proceeds provided that such payment itself does not create a
      potential material adverse tax consequence;
  and

                                                                        

                                                                      

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

                                                                    


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                  
                     

                    
                       

                      
                        
                          
                            
                              	
                                      13.

                                    	
                                      
                                        
                                          
                                            
                                              INTEREST ON REVOLVING FACILITY ADVANCES AND SECONDARY REVOLVING
      FACILITY
ADVANCES

                                            

                                          

                                        

                                      

                                    


                            

                          

                        

                      

                      
                         

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      	
                              
                                
                                  
                                    
                                      13.1

                                    

                                  

                                

                              

                            	
                              
                                
                                  
                                    
                                      Interest
      Payment Date for Revolving Facility Advances and Secondary Revolving
      Facility
Advances

                                    

                                  

                                

                              

                            


                    

                     

                  

                

              

            

          

          On (a)
each Repayment Date (and, if the Term of any Revolving Facility Advance or
Secondary Revolving Facility Advance exceeds 6 months, on the expiry of each
period of 6 months during such Term) or (b) if Clause 17.2(d) applies, the
relevant Confirmation Date, the relevant Borrowers shall pay accrued interest on
each Revolving Facility Advance or Secondary Revolving Facility Advance
made  to it.

          
            
               

              
                
                  
                    
                      	
                              
                                
                                  
                                    
                                      13.2

                                    

                                  

                                

                              

                            	
                              
                                
                                  
                                    
                                      Interest
      Rate for Revolving Facility Advances and Secondary Revolving Facility
      Advances

                                    

                                  

                                

                              

                            


                    

                     

                  

                

              

            

          

          The rate
of interest applicable to each Revolving Facility Advance and Secondary
Revolving Facility Advance during its Term shall be the rate per annum which is
the sum of the Revolving Facility Margin (with respect to the Revolving
Facility) or the Secondary Revolving Facility Margin (with respect to the
Secondary Revolving Facility), the Associated Costs Rate for such Advance at
such time (if applicable) and, in relation to any Revolving Facility Advance or
Secondary Revolving Facility Advance denominated in euro, EURIBOR, or in
relation to any Revolving Facility Advance or Secondary Revolving Facility
Advance denominated in any other currency, LIBOR, for the relevant
Term.

          
            
               

              
                
                  
                    
                      	
                              
                                
                                  
                                    
                                      13.3

                                    

                                  

                                

                              

                            	
                              
                                
                                  
                                    
                                      Margin
      Ratchet for Revolving Facility Advances and, Prior to a Paydown Event,
      Secondary Revolving Facility
    Advances

                                    

                                  

                                

                              

                            


                    

                  

                

              

            

          

          
            
              
                
                  
                     

                    
                      
                        
                          
                            
                              
                                	
                                         
      

                                      	
                                        (a)

                                      	
                                        
                                          
                                            Subject
      to paragraph (c) of this Clause 13.3, if in respect of any
      Quarter Date falling not less than 3 months after the Merger Closing Date,
      the ratio of Consolidated Net Debt to Consolidated Operating Cashflow
      computed on the same basis as the ratio set out in paragraph (a) of
      Clause 23.2 (Ratios) is within the
      range of ratios set out in column 1 of the table set out below, then the
      Revolving Facility Margin (and, if a Paydown Event shall not yet have
      occurred, the Secondary Revolving Facility Margin) shall be reduced or
      increased to the percentage rate per annum set out opposite the relevant
      range in column 2.

                                          

                                        

                                      


                              

                              
                                 

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    	 	
                            Leverage
      Ratio

                             

                          	
                            Margin

                          
	 	
                            Less
      than 3.00 : 1

                          	
                            1.250%

                          
	 	
                            Greater
      than or equal to 3.00 : 1 but less than 3.40 :
      1

                          	
                            1.375%

                          
	 	
                            Greater
      than or equal to 3.40 : 1 but less than 3.80 : 1

                          	
                            1.500%

                          
	 	
                            Greater
      than or equal to 3.80 : 1 but less than 4.20 :
      1

                          	
                            1.625%

                          
	 	
                            Greater
      than or equal to 4.20 : 1 but less than 4.50 :
      1

                          	
                            1.750%

                          
	 	
                            Greater
      than or equal to 4.50 : 1 but less than 4.80 : 1

                          	
                            1.875%

                          
	 	
                            Greater
      than or equal to 4.80 : 1 but less than 5.00 : 1

                          	
                            2.125%

                          
	 	
                            Greater
      than or equal to 5.00

                          	
                            2.250%

                          


                  

                

              

            

          

          
            
            

          

           

          
            
              
                
                  
                    
                      	
                               
      

                            	
                              (b)

                            	
                              
                                
                                  Any
      reduction or increase to the Revolving Facility Margin (and, if a Paydown
      Event shall not yet have occurred, the Secondary Revolving Facility
      Margin) in accordance with paragraph (a) above shall take effect in
      relation to Revolving Facility Advances  (and, if a Paydown
      Event shall not yet have occurred, Secondary Revolving Facility Advances)
      with effect from the date of receipt by the Facility Agent in respect of
      the relevant Quarter Date
of:

                                

                              

                            


                    

                    
                       

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	 	(i)	
                                            
                                              
                                                the
      quarterly financial information required to be delivered in accordance
      with Clause 22.1 (Financial Statements);
      and

                                              

                                            

                                          
	 	 	 	 
	 	 	(ii)	
                                            
                                              
                                                a
      Compliance Certificate required to be delivered in accordance with
      Clause 22.5 (Compliance
      Certificates) evidencing the relevant ratio of Consolidated Net
      Debt to Consolidated Operating
  Cashflow,

                                              

                                            

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          and shall
apply until the date of receipt by the Facility Agent of the quarterly financial
information and Compliance Certificate in respect of the next succeeding Quarter
Date on which the financial covenants are required to be tested pursuant to
Clause 23.2 (Ratios) having regard to the
provisions of paragraph (f) thereof (or if such financial information and
Compliance Certificate are not so delivered, the last day upon which such
financial information and Compliance Certificate should have been so delivered
in accordance with Clause 22.1 (Financial Statements) and
Clause 22.5 (Compliance
Certificates) in respect of such Quarter Date) whereupon the Revolving
Facility Margin (and, if a Paydown Event shall not yet have occurred, the
Secondary Revolving Facility Margin) shall be recalculated on the basis of such
financial information and Compliance Certificate.

           

          
            
              
                
                  
                    
                      	
                               
      

                            	
                              (c)

                            	
                              
                                
                                  Upon
      the occurrence of any Event of Default, the Revolving Facility Margin
      (and, if a Paydown Event shall not yet have occurred, the Secondary
      Revolving Facility Margin) shall revert to 2.25% and shall remain at such
      rate for so long as such Event of Default is continuing and when such
      Event of Default ceases to be continuing it shall
      revert:

                                

                              

                            


                    

                    
                       

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	 	(i)	
                                              
                                                
                                                  in
      the case of an Event of Default set out in paragraph (c) of
      Clause 27.2 (Covenants), upon the
      date on which the Facility Agent has received a Compliance Certificate
      confirming compliance with the financial covenants set out in
      Clause 23 (Financial Condition);
      or

                                                

                                              

                                            
	 	 	 	 
	 	 	(ii)	
                                              
                                                
                                                  in
      the case of any other Event of Default either (A) upon the date on which
      the Facility Agent has received a certificate of a duly authorised officer
      of the Company certifying that such Event of Default has been remedied, in
      which case, immediately upon receipt of such certificate or (B) where the
      Lenders have waived such Event of Default in accordance with the terms of
      this Agreement, immediately upon the Facility Agent having confirmed to
      the Company that such Event of Default has been
      waived,

                                                

                                              

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

          

          
            	
                     
      

                  	
                    (x)

                  	
                    in
      the case of an Event of Default of the type referred to in
      paragraph (c)(i) above, the ratio of Consolidated Net Debt to
      Consolidated Operating Cashflow set out in the Compliance Certificate
      referred to therein; or

                  


          

           

          
            	
                     
      

                  	
                    (y)

                  	
                    in
      the case of any other Event of Default, the ratio of Consolidated Net Debt
      to Consolidated Operating Cashflow set out in the Compliance Certificate
      most recently delivered to the Facility Agent prior to the remedy or
      waiver of such Event of Default.

                  


          

           

          
            
              
                
                  
                    
                      	
                              
                                
                                  
                                    
                                      13.4

                                    

                                  

                                

                              

                            	
                              
                                
                                  
                                    
                                      Margin
      Ratchet for Secondary Revolving Facility Advances on and after a Paydown
      Event

                                    

                                  

                                

                              

                            


                    

                     

                  

                

              

            

          

          
            	
                     
      

                  	
                    The
      following paragraphs of this Clause 13.4 shall apply on and after the
      occurrence of a Paydown Event (including giving effect to the Secondary
      Revolving Facility Margin that applies under the Leverage Ratio as of the
      Quarter Date immediately prior to the Paydown
  Event):

                  


          

          
            
               

              
                
                  
                    
                      	
                               
      

                            	
                              (a)

                            	
                              
                                
                                  Subject
      to paragraph (c) of this Clause 13.4, if in respect of any Quarter
      Date falling not less than 3 months after the Merger Closing Date, the
      ratio of Consolidated Net Debt to Consolidated Operating Cashflow computed
      on the same basis as the ratio set out in paragraph (a) of
      Clause 23.2 (Ratios) is within the
      range of ratios set out in column 1 of the table set out below, then the
      Secondary Revolving Facility Margin shall be reduced or increased to the
      percentage rate per annum set out opposite the relevant range in column
      2.

                                

                              

                            


                    

                    
                       

                    

                  

                

              

            

          

          
            
              
                	 	
                        Leverage
      Ratio

                         

                      	
                        Margin

                      
	 	
                        Less
      than 3.00 : 1

                      	
                        2.625%

                      
	 	
                        Greater
      than or equal to 3.00 : 1 but less than 3.40 :
      1

                      	
                        2.750%

                      
	 	
                        Greater
      than or equal to 3.40 : 1 but less than 3.80 : 1

                      	
                        2.875%

                      
	 	
                        Greater
      than or equal to 3.80 : 1 but less than 4.20 :
      1

                      	
                        3.000%

                      
	 	
                        Greater
      than or equal to 4.20 : 1

                      	
                        3.125%

                      


              

            

          

           

          
            
              
                
                  
                    
                      	
                               
      

                            	
                              (b)

                            	
                              
                                
                                  Any
      reduction or increase to the Secondary Revolving Facility Margin in
      accordance with paragraph (a) above shall take effect in relation to
      Secondary Revolving Facility Advances with effect from the date of receipt
      by the Facility Agent in respect of the relevant Quarter Date
      of:

                                

                              

                            


                    

                    
                       

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	 	(i)	
                                        
                                          
                                            the
      quarterly financial information required to be delivered in accordance
      with Clause 22.1 (Financial Statements);
      and

                                          

                                        

                                      
	 	 	 	 
	 	 	(ii)	
                                        
                                          
                                            a
      Compliance Certificate required to be delivered in accordance with
      Clause 22.5 (Compliance
      Certificates) evidencing the relevant ratio of Consolidated Net
      Debt to Consolidated Operating
  Cashflow,

                                          

                                        

                                      


                              

                            

                          

                        

                      

                    

                  

                

                 

              

            

          

          and shall
apply until the date of receipt by the Facility Agent of the quarterly financial
information and Compliance Certificate in respect of the next succeeding Quarter
Date on which the financial covenants are required to be tested pursuant to
Clause 23.2 (Ratios) having regard to the
provisions of paragraph (f) thereof (or if such financial information and
Compliance Certificate are not so delivered, the last day upon which such
financial information and Compliance Certificate should have been so delivered
in accordance with Clause 22.1 (Financial Statements) and
Clause 22.5 (Compliance
Certificates) in respect of such Quarter Date) whereupon the Secondary
Revolving Facility Margin shall be recalculated on the basis of such financial
information and Compliance Certificate.

          
            
               

              
                
                  
                    
                      	
                               
      

                            	
                              (c)

                            	
                              
                                
                                  Upon
      the occurrence of any Event of Default, the Secondary Revolving Facility
      Margin shall revert to 3.125% and shall remain at such rate for so long as
      such Event of Default is continuing and when such Event of Default ceases
      to be continuing it shall
revert:

                                

                              

                            


                    

                    
                       

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	 	(i)	
                                          
                                            
                                              in
      the case of an Event of Default set out in paragraph (c) of
      Clause 27.2 (Covenants), upon the
      date on which the Facility Agent has received a Compliance Certificate
      confirming compliance with the financial covenants set out in
      Clause 23 (Financial Condition);
      or

                                            

                                          

                                        
	 	 	 	 
	 	 	(ii)	
                                          
                                            in the case of any other Event of Default
      either (A) upon the date on which the Facility Agent has received a
      certificate of a duly authorised officer of the Company certifying that
      such Event of Default has been remedied, in which case, immediately upon
      receipt of such certificate or (B) where the Lenders have waived such
      Event of Default in accordance with the terms of this Agreement,
      immediately upon the Facility Agent having confirmed to the Company that
      such Event of Default has been
waived,

                                          

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                   

                

              

            

          

          in each
case, to the applicable rate provided in paragraph (a) above by reference
to:

          
            
               

              
                
                  
                    
                      	
                               
      

                            	
                              (d)

                            	
                              
                                
                                  in
      the case of an Event of Default of the type referred to in paragraph
      (c)(i) above, the ratio of Consolidated Net Debt to Consolidated Operating
      Cashflow set out in the Compliance Certificate referred to therein;
      or

                                

                              

                            


                    

                    
                       

                      
                        
                          
                            
                              
                                
                                  	
                                           
      

                                        	
                                          (e)

                                        	
                                          
                                            
                                              in
      the case of any other Event of Default, the ratio of Consolidated Net Debt
      to Consolidated Operating Cashflow set out in the Compliance Certificate
      most recently delivered to the Facility Agent prior to the remedy or
      waiver of such Event of
Default.

                                            

                                          

                                        


                                

                                
                                   

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            14.

                                          	
                                            
                                              
                                                
                                                  
                                                    INTEREST ON TERM FACILITY
      ADVANCES

                                                  

                                                

                                              

                                            

                                          


                                  

                                

                              

                            

                            
                              
                                 

                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                14.1

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    	
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                Interest
      Periods for Term Facility
      Advances

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

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

          
            
               

              
                
                  
                    
                      
                        
                          	
                                  
                                    
                                      
                                        
                                          
                                            14.2

                                          

                                        

                                      

                                    

                                  

                                	
                                  
                                    
                                      
                                        
                                          
                                            Duration

                                          

                                        

                                      

                                    

                                  

                                


                        

                         

                      

                    

                  

                

              

            

          

          The
duration of each Interest Period shall, save as otherwise provided in this
Agreement, be 1, 2, 3 or 6 months, or such other period of up to 12 months as
all the Lenders holding Commitments (in the case of the first Interest Period
for a Term Facility Advance, and thereafter, Outstandings) under the relevant
Facility may agree, in each case, as the relevant Borrower may select by no
later than 2:00 p.m. on the date falling 3 Business Days before the first
day of the relevant Interest Period, provided that:

          
             

            
              
                
                  
                    	
                             
      

                          	
                            (a)

                          	
                            if such Borrower fails to give such notice
      of selection in relation to an Interest Period, the duration of that
      Interest Period shall, subject to the other provisions of this
      Clause 14, be 3 months;

                          


                  

                  
                     

                    
                      
                        
                          
                            	
                                     
      

                                  	
                                    (b)

                                  	
                                    prior to the Syndication Date, unless the
      Facility Agent otherwise agrees, the duration of each Interest Period
      shall be 1 month (or, if less, such duration as may be necessary to ensure
      that such Interest Period ends on the Syndication Date);
    and

                                  


                          

                          
                             

                            
                              
                                
                                  
                                    	
                                             
      

                                          	
                                            (c)

                                          	
                                            any
      Interest Period that would otherwise end during the month preceding or
      extend beyond a Repayment Date relating to the Term Facility Outstandings
      shall be of such duration that it shall end on that Repayment Date if
      necessary to ensure that there are Advances under the relevant Term
      Facility with Interest Periods ending on the relevant Repayment Date in a
      sufficient aggregate amount to make the repayment due on that Repayment
      Date.

                                          


                                  

                                   

                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    14.3

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        	
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    Consolidation
      of Term Facility
  Advances

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        


                                                

                                                 

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

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

          
            
               

              
                
                  
                    
                      
                        
                          	
                                  
                                    
                                      
                                        
                                          
                                            14.4

                                          

                                        

                                      

                                    

                                  

                                	
                                  
                                    
                                      
                                        
                                          
                                            Division
      of Term Facility
  Advances

                                          

                                        

                                      

                                    

                                  

                                


                        

                         

                      

                    

                  

                

              

            

          

          Subject
to the requirements of Clause 14.2 (Duration), the Company may,
by no later than 2:00 p.m. on the date falling 3 Business Days before the first
day of the relevant Interest Period, direct that any Term Facility Advance
borrowed by it shall, at the beginning of the next Interest Period relating to
it, be divided into (and thereafter, save as otherwise provided in this
Agreement, be treated in all respects as) 2 or more Advances in such amounts
(equal in aggregate to the Sterling Amount of the Term Facility Advance being so
divided) as shall be specified by the Company in such notice provided that the
Company shall not be entitled to make such a direction if:

          
             

            
              
                
                  
                    	
                             
      

                          	
                            (a)

                          	
                            as
      a result of so doing, there would be more than 10 Advances
      outstanding under the relevant Term Facility;
or

                          


                  

                  
                     

                    
                      
                        
                          
                            	
                                     
      

                                  	
                                    (b)

                                  	
                                    any Term Facility Advance thereby coming
      into existence would have a Sterling Amount of less than £25
      million.

                                  


                          

                           

                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            14.5

                                                          

                                                        

                                                      

                                                    

                                                  

                                                	
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            Payment
      of Interest for Term Facility
      Advances

                                                          

                                                        

                                                      

                                                    

                                                  

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          On (a)
the last day of each Interest Period (or if such day is not a Business Day, on
the immediately succeeding Business Day in the then current month (if there is
one) or the preceding Business Day (if there is not)), and if the relevant
Interest Period exceeds 6 months, on the expiry of each 6 month period during
that Interest Period, or (b) if Clause 17.2(d) applies, the relevant
Confirmation Date, the relevant Borrower shall pay accrued interest on the Term
Facility Advance to which such Interest Period relates.

          
            
               

              
                
                  
                    
                      
                        
                          	
                                  
                                    
                                      
                                        
                                          
                                            14.6

                                          

                                        

                                      

                                    

                                  

                                	
                                  
                                    
                                      
                                        
                                          
                                            Interest
      Rate for Term Facility
    Advances

                                          

                                        

                                      

                                    

                                  

                                


                        

                         

                      

                    

                  

                

              

            

          

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

          
            
               

              
                
                  
                    
                      
                        
                          
                            	
                                    
                                      
                                        
                                          
                                            
                                              14.7

                                            

                                          

                                        

                                      

                                    

                                  	
                                    
                                      
                                        
                                          
                                            
                                              Margin
      Ratchet for A Facility Advances and A1 Facility Advances (and, Prior to
      the Occurrence of a Paydown Event, A2 Facility Advances and A3 Facility
      Advances)

                                            

                                          

                                        

                                      

                                    

                                  


                          

                        

                         

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      	
                               
      

                            	
                              (a)

                            	
                              Subject
      to paragraph (c) of this Clause 14.7, if in respect of any
      Quarter Date falling not less than 3 months after the Merger Closing Date
      the ratio of Consolidated Net Debt to Consolidated Operating Cashflow
      computed on the same basis as the ratio set out in paragraph (a) of
      Clause 23.2 (Ratios) is within the
      range of ratios set out in column 1 of the table set out below, then the A
      Facility Margin and the A1 Facility Margin (and, prior to the occurrence
      of a Paydown Event, the A2 Facility Margin and A3 Facility Margin) shall
      be reduced or increased to the percentage rate per annum set out opposite
      the relevant range in column
2.

                            


                    

                  

                   

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            	 	 	
                                    Leverage
      Ratio

                                     

                                  	
                                    Margin

                                  
	 	 	
                                    Less
      than 3.00 : 1

                                  	
                                    1.250%

                                  
	 	 	
                                    Greater
      than or equal to 3.00 : 1 but less than 3.40 :
      1

                                  	
                                    1.375%

                                  
	 	 	
                                    Greater
      than or equal to 3.40 : 1 but less than 3.80 : 1

                                  	
                                    1.500%

                                  
	 	 	
                                    Greater
      than or equal to 3.80 : 1 but less than 4.20 :
      1

                                  	
                                    1.625%

                                  
	 	 	
                                    Greater
      than or equal to 4.20 : 1 but less than 4.50 :
      1

                                  	
                                    1.750%

                                  
	 	 	
                                    Greater
      than or equal to 4.50 : 1 but less than 4.80 : 1

                                  	
                                    1.875%

                                  
	 	 	
                                    Greater
      than or equal to 4.80 : 1 but less than 5.00 : 1

                                  	
                                    2.125%

                                  
	 	 	
                                    Greater
      than or equal to 5.00

                                  	
                                    2.250%

                                  


                          

                        

                      

                    

                  

                

              

            

          

          
            
            

          

           

          
            
              
                
                  
                    
                      
                        	
                                 
      

                              	
                                (b)

                              	
                                Any
      reduction or increase to the A Facility Margin or A1 Facility Margin (and,
      prior to the occurrence of a Paydown Event, the A2 Facility Margin or A3
      Facility Margin) in accordance with paragraph (a) above shall take
      effect in relation to A Facility Advances or A1 Facility Advances (and,
      prior to the occurrence of a Paydown Event, A2 Facility Advances or A3
      Facility Advances) with effect from the date of receipt by the Facility
      Agent in respect of the relevant Quarter Date
  of:

                              


                      

                    

                     

                  

                

              

            

            
              
                
                  
                    
                      
                        
                          
                            
                               

                              
                                
                                  
                                    	 	 	(i)	
                                            
                                              
                                                the
      quarterly financial information required to be delivered in accordance
      with Clause 22.1 (Financial Statements);
      and

                                              

                                            

                                          
	 	 	 	 
	 	 	(ii)	
                                            
                                              
                                                a
      Compliance Certificate required to be delivered in accordance with
      Clause 22.5 (Compliance
      Certificates) evidencing the relevant ratio of Consolidated Net
      Debt to Consolidated Operating
  Cashflow,

                                              

                                            

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                   

                

              

            

          

          and shall
apply until the date of receipt by the Facility Agent of the quarterly financial
information and Compliance Certificate in respect of the next succeeding Quarter
Date on which the financial covenants are required to be tested pursuant to
Clause 23.2 (Ratios) having regard to the
provisions of paragraph (f) thereof (or if such financial information and
Compliance Certificate are not so delivered, the last day upon which such
financial information and Compliance Certificate should have been so delivered
in accordance with Clause 22.1 (Financial Statements)
Clause 22.5 (Compliance
Certificates) in respect of such Quarter Date) whereupon the A Facility
Margin or the A1 Facility Margin (and, prior to the occurrence of a Paydown
Event, the A2 Facility Margin or A3 Facility Margin), as applicable, shall be
recalculated on the basis of such financial information and Compliance
Certificate.

          
             

            
              
                
                  
                    
                      
                        	
                                 
      

                              	
                                (c)

                              	
                                Upon
      the occurrence of any Event of Default, the A Facility Margin or the A1
      Facility Margin (and, prior to the occurrence of a Paydown Event, the A2
      Facility Margin or A3 Facility Margin) shall revert to 2.25% and shall
      remain at such rate for so long as the Event of Default is continuing and
      when such Event of Default ceases to be continuing it shall
      revert:

                              


                      

                       

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	 	(i)	
                                        
                                          
                                            in
      the case of an Event of Default set out in paragraph (c) of
      Clause 27.2 (Covenants), upon the
      date on which the Facility Agent has received a Compliance Certificate
      confirming compliance with the financial covenants set out in
      Clause 23 (Financial Condition);
      or

                                          

                                        

                                      
	 	 	 	 
	 	 	(ii)	
                                        
                                          in the case of any other Event of Default
      either (A) upon the date on which the Facility Agent has received a
      certificate of a duly authorised officer of the Company certifying that
      such Event of Default has been remedied, immediately upon receipt of such
      certificate or (B) where the Lenders have waived such Event of Default in
      accordance with the terms of this Agreement, immediately upon the Facility
      Agent having confirmed to the Company that such Event of Default has been
      waived,

                                        

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

               

            

          

          
            
              	
                       
      

                    	
                      in
      each case, to the applicable rate provided in paragraph (a) above by
      reference to:

                    


            

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	 	(x)	
                                      
                                        
                                          
                                            in
      the case of an Event of Default of the type referred to in
      paragraph (c)(i) above, the ratio of Consolidated Net Debt to
      Consolidated Operating Cashflow set out in the Compliance Certificate
      referred to therein; or

                                          

                                        

                                      

                                    
	 	 	 	 
	 	 	(y)	
                                      
                                        
                                          
                                            in
      the case of any other Event of Default, the ratio of Consolidated Net Debt
      to Consolidated Operating Cashflow set out in the Compliance Certificate
      most recently delivered to the Facility Agent prior to the remedy or
      waiver of such Event of
  Default.

                                          

                                        

                                      

                                    


                            

                          

                        

                      

                    

                  

                

              

               

            

          

          
            
              	
                       14.8

                    	
                      Margin
      Ratchet for A2 Facility Advances and A3 Facility Advances on and after a
      Paydown Event

                    


            

          

           

          
            
              	
                       
      

                    	
                      The
      following paragraphs of this Clause 14.8 apply on and after the
      occurrence of a Paydown Event (including giving effect to the A2 Facility
      Margin and A3 Facility Margin that apply under the Leverage Ratio as of
      the Quarter Date immediately prior to the Paydown
  Event):

                    


            

          

           

          
            
              	 	
                      (a)

                    	
                      Subject
      to paragraph (c) of this Clause 14.8, if in respect of any
      Quarter Date falling not less than 3 months after the Merger Closing Date
      the ratio of Consolidated Net Debt to Consolidated Operating Cashflow
      computed on the same basis as the ratio set out in paragraph (a) of
      Clause 23.2 (Ratios) is within the
      range of ratios set out in column 1 of the table set out below, then the
      A2 Facility Margin and A3 Facility Margin shall be reduced or increased to
      the percentage rate per annum set out opposite the relevant range in
      column 2.

                    


            

          

           

          
            
              
                
                  	 	
                          Leverage
      Ratio

                        	
                          Margin

                        
	 	
                          Less
      than 3.00 : 1

                        	
                          2.625%

                        
	 	
                          Greater
      than or equal to 3.00 : 1 but less than 3.40 : 1

                        	
                          2.750%

                        
	 	
                          Greater
      than or equal to 3.40 : 1 but less than 3.80 : 1

                        	
                          2.875%

                        
	 	
                          Greater
      than or equal to 3.80 : 1 but less than 4.20 : 1

                        	
                          3.000%

                        
	 	
                          Greater
      than or equal to 4.20 : 1

                        	
                          3.125%

                        
	 	 	 


                

              

            

          

          
            
              
                	
                         

                      	(b)	
                        Any
      reduction or increase to the A2 Facility Margin and A3 Facility Margin in
      accordance with paragraph (a) above shall take effect in relation to
      A2 Facility Advances and A3 Facility Advances with effect from the date of
      receipt by the Facility Agent in respect of the relevant Quarter Date
      of:

                      


              

            

          

           

          
            
              
                
                  
                    	 	 	
                            (i)

                          	
                            the
      quarterly financial information required to be delivered in accordance
      with Clause 22.1 (Financial Statements);
      and

                          


                  

                

              

            

          

           

          
            
              
                
                  
                    	 	 	
                            (ii)

                          	
                            a
      Compliance Certificate required to be delivered in accordance with
      Clause 22.5 (Compliance
      Certificates) evidencing the relevant ratio of Consolidated Net
      Debt to Consolidated Operating
Cashflow,

                          


                  

                

              

            

          

           

          and shall
apply until the date of receipt by the Facility Agent of the quarterly financial
information and Compliance Certificate in respect of the next succeeding Quarter
Date on which the financial covenants are required to be tested pursuant to
Clause 23.2 (Ratios) having regard to the
provisions of paragraph (f) thereof (or if such financial information and
Compliance Certificate are not so delivered, the last day upon which such
financial information and Compliance Certificate should have been so delivered
in accordance with Clause 22.1 (Financial Statements)
Clause 22.5 (Compliance
Certificates) in respect of such Quarter Date) whereupon the A2 Facility
Margin shall be recalculated on the basis of such financial information and
Compliance Certificate.

           

          
            
              
                	 	
                        (c)

                      	
                        Upon
      the occurrence of any Event of Default, the A2 Facility Margin shall
      revert to 3.125% and the A3 Facility Margin shall revert to 3.125% and
      shall remain at such rate for so long as the Event of Default is
      continuing and when such Event of Default ceases to be continuing it shall
      revert:

                      
	 	 	 


              

            

          

          
            
              
                	 	 	
                        (i)

                      	
                        in
      the case of an Event of Default set out in paragraph (c) of
      Clause 27.2 (Covenants), upon the
      date on which the Facility Agent has received a Compliance Certificate
      confirming compliance with the financial covenants set out in
      Clause 23 (Financial Condition);
      or

                      
	 	 	 	 


              

            

          

          
            
              	 	 	
                      (ii)

                    	
                      in
      the case of any other Event of Default either (A) upon the date on which
      the Facility Agent has received a certificate of a duly authorised officer
      of the Company certifying that such Event of Default has been remedied,
      immediately upon receipt of such certificate or (B) where the Lenders have
      waived such Event of Default in accordance with the terms of this
      Agreement, immediately upon the Facility Agent having confirmed to the
      Company that such Event of Default has been waived,

                    
	 	 	 	 


            

          

          
            
              	 	
                       
      

                    	
                      in
      each case, to the applicable rate provided in paragraph (a) above by
      reference to:

                    
	 	 	 


            

          

          
            
              	
                       
      

                    	 	
                      (x)

                    	
                      in
      the case of an Event of Default of the type referred to in
      paragraph (c)(i) above, the ratio of Consolidated Net Debt to
      Consolidated Operating Cashflow set out in the Compliance Certificate
      referred to therein; or

                    
	 	 	 	 


            

          

          
            
              	
                       
      

                    	 	
                      (y)

                    	
                      in
      the case of any other Event of Default, the ratio of Consolidated Net Debt
      to Consolidated Operating Cashflow set out in the Compliance Certificate
      most recently delivered to the Facility Agent prior to the remedy or
      waiver of such Event of
Default.

                    


            

          

           

          
            
              	
                      14.9

                    	
                      Interest
      on Additional Facilities

                    
	 	 
	 	The
      rate of interest on any Additional Facility Loan and the timing of payment
      of such interest shall be regulated by the relevant Additional Facility
      Accession Agreement.


            

          

           

          
            
              	
                      14.10

                    	
                      Notification

                    
	 	 
	 	The
      Facility Agent shall promptly notify the relevant Borrowers and the
      Lenders of each determination of LIBOR, EURIBOR, the Associated Costs
      Rate, and any change to the proposed length of a Term or Interest Period
      or any interest rate occasioned by the operation of Clause 15 (Market
      Disruptions and Alternative Interest
Rates).


            

          

           

          
            
              
                	
                        15.

                      	
                        MARKET DISRUPTION AND ALTERNATIVE INTEREST
    RATES

                      


              

            

          

           

          
            
              	
                      15.1

                    	
                      Market
      Disruption

                    
	 	 
	 	If,
      in relation to any Interest Period or
Term:


            

          

           

          
            
              	 	
                      (a)

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

                    


            

          

           

          
            
              	 	
                      (b)

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

                    
	 	 	 


               

              
                	 	then the Facility
      Agent shall notify the Company and the Lenders of such event and,
      notwithstanding anything to the contrary in this Agreement,
      Clause 15.2 (Substitute Interest Period or
      Term and Interest Rate) shall apply (if the relevant Advance is a
      Term Facility Advance which is already outstanding or a Rollover
      Advance).  If either paragraph (a) or (b) applies to a
      proposed Advance other than a Rollover Advance, such Advance shall not be
      made.


              

            

          

           

          
            
              	
                      15.2

                    	
                      Substitute
      Interest Period or Term and Interest
Rate

                    


            

          

           

          
            
              	 	
                      (a)

                    	
                      If
      paragraph (a) of Clause 15.1 (Market Disruption)
      applies, the duration of the relevant Interest Period or Term shall be 1
      month or, if less, such that it shall end on the Termination Date in
      respect of the Revolving Facility (in the case of a Rollover Advance) or
      the next succeeding Repayment Date (in the case of a Term Facility
      Advance).

                    


            

          

           

          
            
              	 	
                      (b)

                    	
                      If
      either paragraph of Clause 15.1 (Market Disruption)
      applies to an Advance, the rate of interest applicable to each Lender’s
      portion of such Advance during the relevant Interest Period or Term shall
      (subject to any agreement reached pursuant to Clause 15.3 (Alternative Rate)) be
      the rate per annum which is the sum
of:

                    


            

          

           

          
            
              	 	 	
                      (i)

                    	
                      the
      Applicable Margin;

                    


            

          

           

          
            
              	 	 	
                      (ii)

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

                    


            

          

           

          
            
              	 	 	
                      (iii)

                    	
                      the
      Associated Costs Rate, if any, applicable to such Lender’s participation
      in the relevant Advance.

                    


            

          

           

          
            
              
                	
                        15.3

                      	
                        Alternative
      Rate

                      
	 	 
	 	If
      Clause 15.1 (Market
      Disruption) applies and the Facility Agent or the Company so
      requires, the Facility Agent and the Company shall enter into negotiations
      with a view to agreeing an alternative
basis:


              

            

          

           

          
            
              	
                       

                    	
                      (a)

                    	
                      for
      determining the rate of interest from time to time applicable to such
      Advances; and/or

                    


            

          

           

          
            
              	 	
                      (b)

                    	
                      upon
      which such Advances may be maintained (whether in Sterling or some other
      currency) thereafter,

                    


            

          

           

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

                      
	 	 
	
                        16.

                      	
                        COMMISSIONS AND
FEES

                      


              

            

          

           

          
            
              	
                      16.1

                    	
                      Commitment
      Fees

                    


            

          

           

          
            
              	 	
                      (a)

                    	
                      The
      Borrowers shall pay to the Facility Agent for the account of each relevant
      Lender (other than an Ancillary Facility Lender) a commitment commission
      on the aggregate amount of such Lender’s Available Revolving Facility
      Commitment made available by it (other than any Ancillary Facility) from
      day to day during the period beginning on the Merger Closing Date and
      ending on the Termination Date for the Revolving Facility, such commitment
      commission to be calculated at the lower of (a) a rate of 0.75% per annum
      of the aggregate undrawn portion of the Revolving Facility and (b) 50% of
      the Revolving Facility Margin from the Merger Closing Date, payable in
      arrears on the last day of each successive period of 3 months which ends
      during such period and on the Termination Date for the Revolving
      Facility.

                    


            

          

           

          
            
              	 	
                      (b)

                    	
                      The
      Borrowers shall pay to the Facility Agent for the account of each relevant
      Lender (other than an Ancillary Facility Lender) a commitment commission
      on the aggregate amount of such Lender’s Available Secondary Revolving
      Facility Commitment made available by it (other than any Ancillary
      Facility) from day to day during the period beginning on the Merger
      Closing Date and ending on the Termination Date for the Secondary
      Revolving Facility, such commitment commission to be calculated at the
      lower of (a) a rate of 0.75% per annum of the aggregate undrawn portion of
      the Secondary Revolving Facility and (b) 50% of the Secondary Revolving
      Facility Margin from the Merger Closing Date, payable in arrears on the
      last day of each successive period of 3 months which ends during such
      period and on the Termination Date for the Secondary Revolving
      Facility.

                    


            

          

           

          
            
              	
                       
      16.2

                    	
                      Arrangement
      and Underwriting Fee

                    


            

          

           

          
            
              	 	
                      (a)

                    	
                      The
      Company shall pay to the Bookrunners the fees specified in the Senior Fees
      Letter at the times and in the amounts specified in such
      letter.

                    
	 	 	 
	 	(b) 	The
      Company shall pay to the Bookrunners the fees specified in the C Facility
      Fees Letter at the times and in the amounts specified in such
      letter.
	 	 	 
	 	(c)	The
      Company shall pay to any Additional Facility Lenders the fees specified in
      the relevant Additional Facility Accession Agreement at the times and in
      the amounts specified in such Additional Facility Accession
      Agreement.
	 	 	 


            

          

           

          
            
            

          

          
            
              	
                      16.3

                    	
                      Agency
      Fee

                    
	 	 
	 	
                      The
      Company shall pay to the Facility Agent and the Security Trustee for their
      own account the fees specified in the letter dated on or about the
      Original Execution Date from the Facility Agent to the Company at the
      times and in the amounts specified in such
  letter.

                    


            

          

           

          
            
              	
                      16.4

                    	
                      Documentary
      Credit Fee

                    
	 	 
	 	
                      Each
      Borrower shall, in respect of each Documentary Credit issued on its behalf
      pay to the Facility Agent for the account of each Indemnifying Lender (for
      distribution in proportion to each Indemnifying Lender’s L/C Proportion of
      such Documentary Credit) a documentary credit fee in the currency in which
      the relevant Documentary Credit is denominated at a rate equal to the
      applicable Revolving Facility Margin or Secondary Revolving Facility
      Margin applied on the Outstanding L/C Amount in relation to such
      Documentary Credit.  Such documentary credit fee shall be paid
      in arrears on each Quarter Date during the Term of the relevant
      Documentary Credit and on the relevant Expiry Date.  Accrued
      Documentary Credit fees shall also be payable on the cancelled amount of
      any Revolving Facility Commitment or Secondary Revolving Facility
      Commitment attributable to a Documentary Credit which is repaid in full at
      the time such cancellation is effective, if the Revolving Facility
      Commitment or Secondary Revolving Facility Commitment is cancelled in full
      and a Documentary Credit is repaid in
full.

                    


            

          

           

          
            
              
                	
                        16.5

                      	
                        L/C
      Bank Fee

                      
	 	 
	 	Each
      relevant Borrower shall
pay:


              

            

          

           

          
            
              	 	(a)	
                      to
      the Original L/C Bank a fronting fee in respect of each Documentary Credit
      requested by it and issued by the Original L/C Bank in the amount and at
      the times agreed in the letter dated on or about the Original Execution
      Date between the Original L/C Bank and the Company; and

                    
	 	 	 
	 	
                      (b)

                    	
                      to
      any other L/C Bank a fronting fee in respect of each Documentary Credit
      requested by it and issued by that L/C Bank, in the amount and at the
      times agreed in any letter entered into between such L/C Bank and such
      Borrower.

                    


            

          

           

          
            
              	
                      17.

                    	
                      TAXES

                    


            

          

           

          
            
              	
                      17.1

                    	
                      Tax
      Gross-up

                    


            

          

           

          
            
              	 	
                      (a)

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

                    


            

          

           

          
            
              	 	
                      (b)

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

                    


            

          

           

          
            
              	 	
                      (c)

                    	
                      If
      a Tax Deduction is required by Law to be made by the Parent or an Obligor,
      the amount of the payment due shall, unless paragraph (f) below
      applies, be increased to an amount so that, after the required Tax
      Deduction is made, the payee receives an amount equal to the amount it
      would have received had no Tax Deduction been
  required.

                    


            

          

           

          
            
              	 	
                      (d)

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

                    


            

          

           

          
            
              	 	
                      (e)

                    	
                      If
      a Tax Deduction is required by Law to be made by the Facility Agent, the
      US Paying Agent or the Security Trustee from any payment to any Finance
      Party under paragraph (d) above, the Facility Agent, the US Paying
      Agent or the Security Trustee as appropriate shall unless
      paragraph (g) below applies, make that Tax Deduction and any payment
      required in connection with that Tax Deduction to the relevant taxing
      authority within the time allowed and in the minimum amount required by
      Law and within 30 days of making either a Tax Deduction or any payment in
      connection with that Tax Deduction, the Facility Agent, the US Paying
      Agent or the Security Trustee as appropriate making that Tax Deduction or
      other payment shall deliver to the relevant Borrower evidence that the Tax
      Deduction or other payment has been made or accounted for to the relevant
      tax authority.

                    


            

          

          
            
              	 	 	 
	 	
                      (f)

                    	
                      Neither
      the Parent nor any Obligor is required to make a Tax Payment to a Lender
      under paragraphs (c) or (d) above for a Tax Deduction in respect of
      tax imposed by the United Kingdom on a payment of interest in respect of a
      participation in an Advance by that Lender to any UK Borrower where that
      Lender is not a Qualifying UK Lender on the date on which the relevant
      payment of interest is due (otherwise than as a consequence of a Change in
      Tax Law) to the extent that payment could have been made without a Tax
      Deduction if that Lender had been a Qualifying UK Lender on that
      date.

                    


            

          

          
            
              	 	 	 
	 	
                      (g)

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

                    


            

          

          
            
              	 	 	 
	 	
                      (h)

                    	
                      Within
      30 days of making either a Tax Deduction or any payment required in
      connection with that Tax Deduction, either the Parent or the relevant
      Obligor making that Tax Deduction or other payment shall deliver to the
      Facility Agent or the US Paying Agent, as appropriate, for the Finance
      Party entitled to the interest to which such Tax Deduction or payment
      relates, evidence that the Tax Deduction or other payment has been made or
      accounted for to the relevant tax
authority.

                    


            

          

           

          
            
              	
                      17.2

                    	
                      Lender
      Tax Status

                    


            

          

           

          
            
              	 	
                      (a)

                    	
                      Each
      Lender represents and warrants to the Facility Agent and to each
      Borrower:

                    


            

          

           

          
            
              	 	 	
                      (i)

                    	
                      in
      the case of an Original Lender, that as at the Original Execution Date, it
      has the tax status set out opposite its name in Part 2 of Schedule 1
      (Lender Tax
      Status); or

                    


            

          

           

          
            
              	 	 	
                      (ii)

                    	
                      in
      the case of any other Lender, that as at the relevant Transfer Date (and
      in the case of a C Facility Lender, the date of the C Facility Lender Deed
      of Accession), it is:

                    


            

          

           

          
            
              
                	 	 	
                         

                      	
                        (A)

                      	
                        a
      UK Bank Lender;

                      
	 	 	 	 	 
	 	 	 	(B)	a
      UK Non-Bank Lender and falls within paragraph (a) or (b) of the
      definition thereof;
	 	 	 	 	 
	 	 	 	(C)	a
      UK Treaty Lender; or
	 	 	 	 	 
	 	 	 	(D)	a
      US Accession Lender,


              

            

          

                             

          
            
              	
                    	
                       

                    	
                      as the same shall be
      expressly indicated in the relevant Transfer Deed or C Facility Lender
      Deed of Accession, as
applicable.

                    


            

          

          
            
            

          

           

          
            
              	 	
                      (b)

                    	
                      Each
      Lender expressed to be a “UK Non-Bank Lender” in Part 2 of Schedule 1
      (Lender Tax
      Status) in the Transfer Deed or in the C Facility Lender Deed of
      Accession, as applicable, pursuant to which it becomes a Lender represents
      and warrants to:

                    


            

          

           

          
            
              	 	 	
                      (i)

                    	
                      the
      Facility Agent and to each UK Borrower, on the Original Execution Date, or
      on the relevant Transfer Date (as the case may be) that it is within
      paragraph (a) of the definition of UK Non-Bank Lender on that date
      (unless, if it is not within paragraph (a), it is within
      paragraph (b) of the definition of UK Non-Bank Lender on that date,
      and has notified the Facility Agent of the circumstances by virtue of
      which it falls within such paragraph (b) and has provided evidence of
      the same to the Company if and to the extent requested to do so, by the
      Facility Agent; and

                    


            

          

           

          
            
              	 	 	
                      (ii)

                    	
                      the
      Facility Agent and to each UK Borrower, that unless it notifies the
      Facility Agent and the Company to the contrary in writing prior to any
      such date, its representation and warranty in paragraph (i) of this
      Clause 17.2(b) is true in relation to that Lender’s participation in
      each Advance made to such Borrower, on each date that such UK Borrower
      makes a payment of interest in relation to such
  Advance.

                    


            

          

           

          
            
              	 	(c)	
                      (i)

                    	
                      A Lender
      that intends to qualify as a UK Treaty Lender and either the Parent or the
      relevant Obligor that makes a payment to which that Lender is entitled
      shall cooperate in completing any procedural formalities as may be
      necessary for either the Parent or the relevant Obligor to obtain
      authorisation to make that payment without a Tax Deduction; provided,
      however, that nothing in this Clause 17.2(c)(i) shall require a
      Lender to disclose any confidential information or information regarding
      its business, tax affairs or tax computations (including, without
      limitation, its tax returns or its
  calculations).

                    


            

          

           

          
            
              	 	 	
                      (ii)

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

                    


            

          

           

          
            
              
                	 	 	
                         
      

                      	
                        (1)

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

                      


              

            

          

           

          
            
              	
                       
      

                    	 	 	
                      (2)

                    	
                      to
      the extent able do so without breaching any legal or regulatory
      restrictions or having to disclose any confidential information at such
      times, provide to the US Borrower, with a copy to the Facility Agent) new
      Forms W-8BEN or W-8ECI (or any successor), whichever is relevant, upon the
      expiration or obsolescence of any previously delivered form to reconfirm
      any complete exemption from, or any entitlement to a reduction in, any Tax
      Deduction for US federal withholding taxes with respect to any payment
      hereunder.

                    


            

          

           

          
            
              	 	 	
                      (iii)

                    	
                      Any
      Lender that is a “United States person” (as such term is defined in
      Section 7701(a)(30) of the Code) and that is entitled to payment from the
      US Borrower, other than a Lender that has a name that indicates that it is
      an “exempt recipient” (as such term is defined in Section
      1.6049-4(c)(1)(ii) of the United States Treasury Regulations), shall as
      soon as reasonably
practicable:

                    


            

          

           

          
            
              	 	 	
                       
      

                    	
                      (1)

                    	
                      to
      the extent able to do so without breaching any legal or regulatory
      restrictions or having to disclose any confidential information, deliver
      to the US Borrower, with a copy to the Facility Agent, upon the reasonable
      written request of the US Borrower, (i) two accurate and complete
      originally executed US Internal Revenue Service Forms W-9 (or any
      successor); and

                    


            

          

           

          
            
              
                	 	 	
                         

                      	
                        (2)

                      	
                        to
      the extent able do so without breaching any legal or regulatory
      restrictions or having to disclose any confidential information at such
      times, provide to the US Borrower, with a copy to the Facility Agent, new
      Forms W-9 (or any successor), whichever is relevant, upon the expiration
      or obsolescence of any previously delivered
  form.

                      


              

            

          

           

          
            
              
                
                  	 
      	
                          (d)

                        	
                          (i)

                        	
                          If,
      in relation to any interest payment to a Lender on an Advance made to a UK
      Borrower:

                           

                        
	 
      	 
      	 
      	
                          (A)

                           

                        	
                          that
      Lender has confirmed to the relevant UK Borrower and to the Facility Agent
      before that interest payment would otherwise fall due
  that:

                        
	 
      	 
      	 
      	 
      	
                          (1)

                        	
                          it
      has completed the necessary procedural formalities referred to in
      paragraph (c)(i) of this Clause 17.2; and

                        
	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	
                          (2)

                        	
                          H.M.
      Revenue and Customs has not declined to issue the authorisation referred
      to in the definition of “UK Treaty Lender” (the “Authorisation”) to that
      Lender in relation to that Advance, or if the Inland Revenue has declined,
      the Lender is disputing that decision in good faith;
and

                        
	 	 	 	 	 	 
	 
      	 
      	 
      	
                          (B)

                        	
                          the
      relevant UK Borrower has not received the
Authorisation,

                        
	 	 	 	 	 
	 
      	 
      	 
      	
                          then,
      such Lender may elect, by not less than 5 Business Days’ prior
      confirmation in writing to the Facility Agent, that such interest payment
      (the “relevant Interest
      Payment”) shall not be due and payable under Clause 13.1
      (Interest Payment Date
      for Revolving Facility and Secondary Revolving Facility Advances)
      or Clause 14.5 (Payment of Interest for Term
      Facility Advances) (as applicable) until the date (the “Confirmation Date”)
      which is  5 Business Days after the earlier
  of:

                        
	 
      	 
      	 
      	 
      


                

              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          	 	 
      	 	
                                  (x)

                                	
                                  the
      date on which the Authorisation is received by the relevant UK
      Borrower;

                                
	 	 	 	 	 
	 	 	 	
                                  (y)

                                	
                                  the
      date that Lender confirms to the relevant UK Borrower and the Facility
      Agent that it is not entitled to claim full relief from liability to
      taxation otherwise imposed by the United Kingdom (in relation to that
      Lender’s participation in Advances made to that UK Borrower) on interest
      under a Double Taxation Treaty in relation to the relevant Interest
      Payment; and

                                
	 	 	 	 	 
	 	 	 	
                                  (z)

                                	
                                  the
      earlier of (A) the date which is 6 months after the date on which the
      relevant Interest Payment had otherwise been due and payable and (B) the
      date of final repayment (whether scheduled, voluntary or mandatory) of
      principal in respect of the relevant Interest Payment.

                                
	 	 	 	 	 


                        

                      

                    

                     

                    
                      	 	 	
                              (ii)

                            	
                              For
      the avoidance of doubt, in the event that sub-paragraph (i) of this
      paragraph (d) applies the Interest Period or Term to which the
      relevant Interest Payment relates shall not be extended and the start of
      the immediately succeeding Interest Period or Term shall not be
      delayed.

                            


                    

                     

                    
                      
                        	 
      	
                                (e)

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

                              
	 	 	 
	 
      	
                                (f)

                              	
                                For
      the purposes of paragraphs (a) to (e) above, each Lender shall
      promptly deliver such documents evidencing its corporate and tax status as
      the Facility Agent or the Company may reasonably request, provided that in
      the event that any Lender fails to comply with the foregoing requirement,
      any Borrower shall be
permitted:

                              


                      

                    

                     

                    
                      
                        	 
      	 
      	
                                (i)

                              	
                                in
      respect of any Lender that has become a Lender prior to the achievement of
      Successful Syndication, to withhold and retain an amount in respect of the
      applicable withholding tax estimated in good faith by such Borrower to be
      required to be withheld in respect of interest payable to such Lender;
      or

                              
	 	 	 	 
	 
      	 
      	
                                (ii)

                              	
                                in
      respect of any Lender that intends to become a Lender after the
      achievement of Successful Syndication, subject to the provisions of
      paragraph (a) of Clause 36.3 (Assignments and
      Transfers), to refuse to grant its consent to such
      transfer.

                              


                      

                    

                     

                    
                      
                        	 
      	
                                (g)

                              	
                                In
      the event that either the Facility Agent or the Company has reason to
      believe that any representation given by a Lender in accordance with
      Clause 17.2 (Lender
      Tax Status) is incorrect or inaccurate, the Facility Agent or the
      Company (as the case may be) shall promptly inform the other party and the
      relevant Lender, and may thereafter request such documents relating to the
      corporate and tax status of such Lender as the Facility Agent or the
      Company may reasonably require for the purposes of determining whether or
      not such representation was indeed incorrect.

                              
	 	 	 
	 
      	
                                (h)

                              	
                                If,
      following delivery of such documentation and following consultation
      between the Facility Agent, the Company and the relevant Lender, the
      Company concludes (acting reasonably and in good faith) that there is
      insufficient evidence to determine the relevant tax status of such Lender,
      the relevant Borrower shall be permitted in respect of such Lender, to
      withhold and retain an amount in respect of the applicable withholding tax
      estimated in good faith by such Borrower to be required to be withheld in
      respect of interest payable to such Lender until such time as that Lender
      has delivered sufficient evidence of its tax status to the Facility Agent
      and the Company.

                              


                      

                    

                     

                    
                      
                        	
                                17.3

                              	
                                Tax
      Indemnity

                              


                      

                       

                      
                        
                          	 
      	
                                  (a)

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

                                
	 	 	 
	 
      	
                                  (b)

                                	
                                  Paragraph
      (a) of this Clause shall not
apply:

                                


                        

                      

                       

                      
                        
                          
                            	 
      	 
      	
                                    (i)

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

                                  
	 	 	 	 
	 
      	 
      	
                                    (ii)

                                  	
                                    to
      the extent that any Tax Liability has been compensated for by an increased
      payment or other payment under paragraphs (c) or (d) of
      Clause 17.1 (Tax
      Gross-up) or would have been compensated for by such an increased
      payment or other payment, but for the application of paragraph (f) of
      Clause 17.1 (Tax
      Gross-up); or

                                  
	 	 	 	 
	 
      	 
      	
                                    (iii)

                                  	
                                    until
      the Merger Closing Date has
occurred.

                                  


                          

                        

                      

                       

                      
                        
                          
                            
                              	 
      	
                                      (c)

                                    	
                                      A
      Protected Party making, or intending to make, a claim pursuant to
      paragraph (a) of this Clause 17.3 shall promptly notify the
      Facility Agent of the event which will give, or has given, rise to the
      claim together with supporting evidence, following which the Facility
      Agent shall notify the Company and provide such evidence to
      it.

                                    
	 	 	 
	 
      	
                                      (d)

                                    	
                                      A
      Protected Party shall, on receiving a payment from either the Parent or an
      Obligor under this Clause 17.3, notify the Facility
      Agent.

                                    
	 	 	 
	 
      	
                                      (e)

                                    	
                                      In
      this Clause 17.3:

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

                                    


                            

                          

                        

                      

                       

                      
                        
                          
                            
                              	 
      	 
      	
                                      (i)

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

                                    
	 	 	 	 
	 
      	 
      	
                                      (ii)

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

                                    
	 	 	 	 
	 
      	 
      	
                                      (iii)

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

                                    
	 	 	 	 
	 
      	 
      	
                                      (iv)

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

                                    


                            

                          

                        

                      

                       

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

                              


                      

                       

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

                                


                        

                         

                      

                      
                        
                          	 
      	
                                  (f)

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

                                
	 	 	 
	 
      	
                                  (g)

                                	
                                  A
      Protected Party shall, on receiving a payment from an Obligor under this
      Clause 17.3, notify the Facility
Agent.

                                


                        

                      

                       

                      	
                              17.4

                            	
                              Tax
      Credit

                            


                       

                      
                        	 
      	
                                (a)

                              	
                                If
      either the Parent or an Obligor makes a Tax Payment and the relevant
      Finance Party determines, in its sole opinion,
  that:

                              


                      

                       

                      
                        
                          
                            	 
      	 
      	
                                    (i)

                                  	
                                    a
      Tax Credit is attributable to that Tax Payment; and

                                  
	 	 	 	 
	 
      	 
      	
                                    (ii)

                                  	
                                    that
      Finance Party has obtained, utilised and retained that Tax
      Credit,

                                  
	 	 	 	 
	 
      	 
      	
                                    the
      Finance Party shall (subject to paragraph (b) below and to the extent
      that such Finance Party can do so without prejudicing the availability
      and/or the amount of the Tax Credit and the right of that Finance Party to
      obtain any other benefit, relief or allowance which may be available to
      it) pay to either the Parent or the relevant Obligor such amount which
      that Finance Party determines, in its sole opinion, will leave it (after
      that payment) in the same after-tax position as it would have been in had
      the Tax Payment not been required to be made by the Parent or the relevant
      Obligor.

                                  


                          

                        

                      

                       

                      
                        
                          
                            
                              	 
      	
                                      (b)

                                    	
                                      (i)

                                    	
                                      Each
      Finance Party shall have an absolute discretion as to the time at which
      and the order and manner in which it realises or utilises any Tax Credits
      and shall not be obliged to arrange its business or its tax affairs in any
      particular way in order to be eligible for any credit or refund or similar
      benefit.

                                    
	 	 	 	 
	 
      	 
      	
                                      (ii)

                                    	
                                      No
      Finance Party shall be obliged to disclose to any other person any
      information regarding its business, tax affairs or tax computations
      (including, without limitation, its tax returns or its
      calculations).

                                    
	 	 	 	 
	 
      	 
      	
                                      (iii)

                                    	
                                      If
      a Finance Party has made a payment to the Parent or an Obligor pursuant to
      this Clause 17.4 on account of a Tax Credit and it subsequently
      transpires that that Finance Party did not receive that Tax Credit, or
      received a reduced Tax Credit, either the Parent or such Obligor, as the
      case may be, shall, on demand, pay to that Finance Party the amount which
      that Finance Party determines, acting reasonably and in good faith, will
      put it (after that payment is received) in the same after-tax position as
      it would have been in had no such payment or a reduced payment been made
      to the Parent or such Obligor.

                                    
	 	 	 	 
	 
      	
                                      (c)

                                    	
                                      No
      Finance Party shall be obliged to make any payment under this
      Clause 17.4 if, by doing so, it would contravene the terms of any
      applicable Law or any notice, direction or requirement of any governmental
      or regulatory authority (whether or not having the force of
      law).

                                    


                            

                          

                        

                      

                       

                      
                        
                          
                            	
                                    18.

                                  	
                                    INCREASED COSTS

                                  
	 	 
	
                                    18.1

                                  	
                                    Increased
      Costs

                                  
	 	 
	 
      	
                                    Subject
      to Clause 18.3 (Exceptions), each
      Borrower shall, within 3 Business Days of a demand by the Facility Agent,
      pay for the account of a Finance Party the amount of any Increased Cost
      incurred by that Finance Party or any of its Affiliates as a result
      (direct or indirect)
of:

                                  


                          

                        

                      

                       

                      
                        
                          
                            	 
      	
                                    (a)

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

                                  
	 	 	 
	 
      	
                                    (b)

                                  	
                                    compliance
      with any Law, regulation, practice, concession or any such directive,
      requirement, request or guideline made after the Original Execution Date;
      or

                                  
	 	 	 
	 
      	
                                    (c)

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

                                  


                          

                        

                      

                       

                      
                        
                          
                            	
                                    18.2

                                  	
                                    Increased
      Costs Claims

                                  
	 	 
	 
      	
                                    (a)

                                  	
                                    A
      Finance Party intending to make a claim pursuant to Clause 18.1
      (Increased Costs)
      shall notify the Facility Agent of the event giving rise to the claim,
      following which the Facility Agent shall promptly notify the relevant
      Borrower.

                                  
	 	 	 
	 
      	
                                    (b)

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

                                  


                          

                        

                      

                       

                      
                        
                          
                            
                              	
                                      18.3

                                    	
                                      Exceptions

                                    
	 	 
	 
      	
                                      Clause 18.1
      (Increased Costs)
      does not apply to the extent any Increased Cost which
  is:

                                    


                            

                             

                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 
      	
                                                  (a)

                                                	
                                                  attributable
      to a Tax Deduction required by Law to be made by the Parent or an Obligor,
      as the case may be;

                                                
	 	 	 
	 
      	
                                                  (b)

                                                	
                                                  compensated
      for by Clause 17.3 (Tax Indemnity) (or
      would have been compensated for by Clause 17.3 but was not so
      compensated solely because paragraph (b) of Clause 17.3
      applied);

                                                
	 	 	 
	 
      	
                                                  (c)

                                                	
                                                  compensated
      for by the payment of the Associated Costs Rate;

                                                
	 	 	 
	 
      	
                                                  (d)

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

                                                
	 	 	 
	 
      	
                                                  (e)

                                                	
                                                  attributable
      to a delay of more than 30 days in the relevant Finance Party notifying
      the Facility Agent of any claim pursuant to paragraph (a) of
      Clause 18.2 (Increased Costs Claims)
      after such Finance Party has become aware that it had suffered the
      relevant Increased Cost; or

                                                
	 	 	 
	 
      	
                                                  (f)

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

                                                


                                        

                                      

                                    

                                  

                                

                              

                               

                              
                                
                                  	
                                          19.

                                        	
                                          ILLEGALITY

                                        
	 	 
	 
      	
                                          If
      it becomes unlawful in any relevant jurisdiction for a Lender to perform
      any of its obligations as contemplated by this Agreement or to fund or
      maintain its participation in any Advance or to issue a Documentary Credit
      or provide a guarantee in relation to it as envisaged hereby/or in any
      Ancillary Facility:

                                        


                                

                              

                               

                              
                                
                                  
                                    	 
      	
                                            (a)

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

                                          
	 	 	 
	 
      	
                                            (b)

                                          	
                                            upon
      the Facility Agent notifying the relevant Borrower, the Available
      Commitments of that Lender will immediately be cancelled and its
      Commitments reduced to zero and such Lender shall not thereafter be
      obliged to participate in any Advance or issue or guarantee any
      Documentary Credit/or make available any Ancillary Facility;
      and

                                          
	 	 	 
	 
      	
                                            (c)

                                          	
                                            if
      so required by the Facility Agent on behalf of the relevant Lender, the
      relevant Borrower shall repay or procure the repayment of that Lender’s
      participation in the Advances made to it on the last day of the current
      Interest Period or Term for each Advance occurring after the Facility
      Agent has notified such Borrower or, if earlier, the date specified by the
      Lender in the notice delivered to the Facility Agent (being no earlier
      than the last day of any applicable grace period permitted by Law) and, if
      applicable, shall promptly reduce that Lender’s L/C Proportion of the
      Outstanding L/C Amount in respect of any outstanding Documentary Credit
      issued by it to zero and, if applicable, shall promptly reduce the
      Ancillary Facility Outstandings in respect of that Lender to zero,
      together with accrued interest and all other amounts owing to that Lender
      under the Finance
Documents.

                                          


                                  

                                

                              

                               

                              
                                
                                  	
                                          20.

                                        	
                                          MITIGATION

                                        
	 	 
	
                                          20.1

                                        	
                                          Mitigation

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
                
                  	 
      	
                          (a)

                        	
                          Each
      Finance Party shall in consultation with the relevant Borrower, take all
      reasonable steps to mitigate any circumstances which arise and which would
      result in any amount becoming payable under, or pursuant to, or cancelled
      pursuant to, any of Clause 17 (Taxes), Clause 18
      (Increased Costs)
      or Clause 19 (Illegality) including
      (but not limited to) transferring its rights and obligations under the
      Finance Documents to another Affiliate or Facility Office or financial
      institution acceptable to such Borrower which is willing to participate in
      any Facility in which such Lender has participated.

                        
	 	 	 
	 
      	
                          (b)

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

                        


                

              

            

            


            
              
                
                  
                    
                      	
                              20.2

                            	
                              Limitation
      of Liability

                            
	 	 
	 
      	
                              (a)

                            	
                              With
      effect from the Merger Closing Date, each of the Borrowers agrees to
      indemnify each Finance Party for all costs and expenses reasonably
      incurred by that Finance Party as a result of steps taken by it under
      Clause 20.1 (Mitigation).

                            
	 	 	 
	 
      	
                              (b)

                            	
                              A
      Finance Party is not obliged to take any steps under Clause 20.1 if,
      in the opinion of that Finance Party (acting reasonably), to do so might
      in any way be prejudicial to
it.

                            


                    

                  

                

              

            

            


            
              
                
                  	
                          21.

                        	
                          REPRESENTATIONS AND WARRANTIES

                        
	 	 
	
                          21.1

                        	
                          Time
      for making Representations and
Warranties

                        


                

              

            

            


            
              
                
                  
                    	 
      	
                            (a)

                          	
                            Each
      Obligor in relation to itself and, to the extent expressed to be
      applicable to them, its Subsidiaries, makes each of the following
      representations and warranties to each Finance Party on the Original
      Execution Date other than in the case of the representations given under
      Clause 21.16 (Accuracy of
      Information) which shall be given as of the applicable dates
      specified in that Clause.

                          
	 	 	 
	 
      	
                            (b)

                          	
                            The
      Ultimate Parent in relation to itself makes each of the representations
      and warranties set out in Clauses 21.2 (Due Organisation), 21.5
      (No Immunity),
      21.6 (Governing Law and
      Judgments), 21.7 (All Actions Taken),
      21.8 (No Filing or Stamp
      Taxes), 21.9 (Binding Obligations),
      21.10 (No
      Winding-up), 21.13 (Original Financial
      Statements) (as to the Original Financial Statements provided by
      it), 21.14 (No Material
      Adverse Change), 21.15(No Undisclosed
      Liabilities), 21.18 (Execution of Finance
      Documents), paragraph (d) of Clause 21.19 (Structure), 21.21
      (Necessary
      Authorisations), 21.27 (Investment Company
      Act), 21.28 (Margin Stock), 21.31
      (Merger
      Documents), 21.34 (US Patriot Act) and
      21.36 (Compliance with
      ERISA) to each Finance Party on the Original Execution
      Date.  Any Holding Company of the Ultimate Parent who accedes to
      this Agreement pursuant to Clause 26.3 (Acceding Holding
      Company) makes each of the Repeating Representations, to the extent
      they are listed in the foregoing sentence, with respect to itself on the
      date on which it accedes to this Agreement.

                          
	 	 	 
	 
      	
                            (c)

                          	
                            The
      Parent in relation to itself makes each of the representations and
      warranties set out in Clauses 21.2 (Due Organisation), 21.3
      (No Deduction),
      21.4 (Claims Pari
      Passu), 21.5 (No
      Immunity), 21.6 (Governing Law and
      Judgments), 21.7 (All Actions Taken),
      21.8 (No Filing or Stamp
      Taxes), 21.9 (Binding Obligations),
      21.10 (No
      Winding-up), paragraph (c) of Clause 21.17 (Indebtedness and
      Encumbrances), 21.18 (Execution of Finance
      Documents), paragraphs (c) of Clause 21.19 (Structure), 21.21
      (Necessary
      Authorisations), 21.26 (Security) and 21.30
      (Centre of Main
      Interests), to each Finance Party on the Original Execution
      Date.

                          


                  

                

              

            

            


            
              
                
                  	
                          21.2

                        	
                          Due
      Organisation

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

                        


                

              

            

            


            
              
                
                  	
                          21.3

                        	
                          No
      Deduction

                        
	 	 
	 
      	
                          Under
      the laws of its Relevant Tax Jurisdiction in force as at the Original
      Execution Date, it will not be required to make any deduction for or
      withholding on account of tax from any payment it may make under any of
      the Finance Documents to any Lender which is (a) a Qualifying UK Lender
      (in the case of any Borrower) or (b) a US Accession Lender (in the case of
      the US Borrower).

                        


                

              

            

            


            
              
                
                  	
                          21.4

                        	
                          Claims
      Pari Passu

                        
	 	 
	 
      	
                          Subject
      to the Reservations, under the laws of its jurisdiction of incorporation
      or establishment, and, if different, England, in force at the Original
      Execution Date, the claims of the Finance Parties against it under the
      Finance Documents to which it is party rank and will rank at least pari passu with the
      claims of all its unsecured and unsubordinated creditors save those whose
      claims are preferred by any bankruptcy, insolvency, liquidation or similar
      laws of general
application.

                        


                

              

            

            


            
              
                
                  	
                          21.5

                        	
                          No
      Immunity

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

                        


                

              

            

            


            
              
                
                  	
                          21.6

                        	
                          Governing
      Law and Judgments

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

                        


                

              

            

            


            
              
                
                  	
                          21.7

                        	
                          All
      Actions Taken

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

                        


                

              

            

            


            
              
                
                  
                    
                      	 
      	
                              (a)

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

                            
	 	 	 
	 
      	
                              (b)

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

                            
	 	 	 
	 
      	
                              (c)

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

                            
	 	 	 
	 
      	
                              have
      been done, fulfilled and
performed.

                            


                    

                  

                

              

            

             

            
              
                
                  
                    
                      	
                              21.8

                            	
                              No
      Filing or Stamp Taxes

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

                            
	 	 
	
                              21.9

                            	
                              Binding
      Obligations

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

                            


                    

                  

                

              

            

            


            
              
                
                  
                    
                      	
                              21.10

                            	
                              No
      Winding-up

                            
	 	 
	 
      	
                              (a)

                            	
                              None
      of the Ultimate Parent, the Parent, the Company  or any other
      Obligor that is a Material Subsidiary is taking any corporate action nor
      are any other steps being taken (including the commencement of any legal
      proceedings) against the Ultimate Parent, the Parent, the Company or any
      other Obligor that is a Material Subsidiary, for its winding-up,
      dissolution or administration or for the appointment of a receiver,
      administrator, administrative receiver, conservator, custodian, trustee or
      similar officer of it or of any or all of its assets or revenues save as
      permitted under paragraphs (c), (d) or (e) of Clause 25.8 (Mergers),
      Clause 25.20 (Solvent Liquidation) or
      as otherwise disclosed to the Facility Agent prior to the Original
      Execution Date.

                            
	 	 	 
	 
      	
                              (b)

                            	
                              Each
      US Obligor is
Solvent.

                            


                    

                  

                

              

            

             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              21.11

                                            	
                                              No
      Event of Default

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

                                            
	 	 
	
                                              21.12

                                            	
                                              No
      Material Proceedings

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

                                            
	 	 
	
                                              21.13

                                            	
                                              Original
      Financial Statements

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

                                            
	 	 
	
                                              21.14

                                            	
                                              No
      Material Adverse Change

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

                                            
	 	 
	
                                              21.15

                                            	
                                              No
      Undisclosed Liabilities

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

                                            
	 	 
	
                                              21.16

                                            	
                                              Accuracy
      of Information

                                            
	 	 
	 
      	
                                              In
      the case of the Company
only:

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            


            
              
                	 
      	
                        (a)

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

                      


              

            

            


            
              
                
                  	 
      	 
      	
                          (i)

                        	
                          the
      Initial Information Memorandum are true, complete and accurate in all
      material respects as at the Original Execution Date;
and

                        
	 	 	 	 
	 
      	 
      	
                          (ii)

                        	
                          the
      Subsequent Information Memorandum are true, complete and accurate in all
      material respects as at the date it is
issued.

                        


                

              

            

            


            
              
                
                  
                    
                      
                        	 
      	
                                (b)

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

                              
	 	 	 
	 
      	
                                (c)

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

                              
	 	 	 
	 
      	
                                (d)

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

                              
	 	 	 
	 
      	 
      	
                                (i)

                              	
                                the
      Initial Information Memorandum being misleading in any material respect as
      at the Original Execution Date; and

                              
	 	 	 	 
	 
      	 
      	
                                (ii)

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

                              


                      

                    

                  

                

              

            

            


            
              
                	
                        21.17

                      	
                        Indebtedness
      and Encumbrances

                      


              

            

            


            
              
                
                  
                    	 
      	
                            (a)

                          	
                            Save
      as permitted under this Agreement, neither it nor any member of the Bank
      Group has incurred any Financial Indebtedness which is
      outstanding.

                          
	 	 	 
	 
      	
                            (b)

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

                          
	 	 	 
	 
      	
                            (c)

                          	
                            In
      relation to the Parent only, save as provided in the Security Documents no
      Encumbrance exists over any of its rights, title or interest in the shares
      of the Company or the Parent Intercompany Debt owed to it by the
      Company.

                          


                  

                

              

            

            


            
              
                
                  	
                          21.18

                        	
                          Execution
      of Finance Documents

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

                        


                

              

            

            


            
              
                
                  
                    	 
      	
                            (a)

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

                          
	 	 	 
	 
      	
                            (b)

                          	
                            conflict
      with any matter contained in its constitutional documents;
    or

                          
	 	 	 
	 
      	
                            (c)

                          	
                            conflict
      with any applicable
law.

                          


                  

                

              

            

            


            
              
                
                  
                    
                      
                        	
                                21.19

                              	
                                Structure

                              
	 	 
	 	
                                (a)

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

                              
	 	 	 
	 
      	
                                (b)

                              	
                                The
      Company is a wholly owned Subsidiary of the Parent.

                              
	 	 	 
	 
      	
                                (c)

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

                              
	 	 	 
	 
      	
                                (d)

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

                              


                      

                    

                  

                

              

            

            


            
              
                
                  	
                          21.20

                        	
                          Environmental
      Matters

                        
	 	 
	 
      	
                          (a)

                        	
                          It
      has to the best of its knowledge and
belief:

                        


                

              

            

            


            
              
                
                  
                    
                      	 
      	 
      	
                              (i)

                            	
                              complied
      with all Environmental Laws to which it is subject;

                            
	 	 	 	 
	 
      	 
      	
                              (ii)

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

                            
	 	 	 	 
	 
      	 
      	
                              (iii)

                            	
                              complied
      with the terms of all such Environmental Licences,

                            
	 	 	 	 
	 
      	 
      	
                              in
      each case where failure to do so could reasonably be expected to have a
      Material Adverse
Effect.

                            


                    

                  

                

              

            

            


            
              
                
                  
                    
                      
                        	 
      	
                                (b)

                              	
                                To
      the best of its knowledge and belief, there is no Environmental Claim
      pending or threatened against it, which could reasonably be expected to
      have a Material Adverse Effect.

                              
	 	 	 
	 
      	
                                (c)

                              	
                                No:

                              
	 	 	 
	 
      	 
      	
                                (i)

                              	
                                property
      currently or previously owned, leased, occupied or controlled by it is
      contaminated with any Hazardous Substance; and

                              
	 	 	 	 
	 
      	 
      	
                                (ii)

                              	
                                discharge,
      release, leaking, migration or escape of any Hazardous Substance into the
      Environment has occurred or is occurring on, under or from that
      property,

                              
	 	 	 	 
	 
      	 
      	
                                in
      each case in circumstances where the same could reasonably be expected to
      have a Material Adverse
Effect.

                              


                      

                    

                  

                

              

            

            


            
              
                	
                        21.21

                      	
                        Necessary
      Authorisations

                      


              

            

            


            
              
                
                  
                    
                      	 
      	
                              (a)

                            	
                              The
      Necessary Authorisations required by it are in full force and
      effect;

                            
	 	 	 
	 
      	
                              (b)

                            	
                              it
      is in compliance with the material provisions of each Necessary
      Authorisation relating to it; and

                            
	 	 	 
	 
      	
                              (c)

                            	
                              to
      the best of its knowledge, none of the Necessary Authorisations relating
      to it are the subject of any pending or threatened proceedings or
      revocation;

                            
	 	 	 
	 
      	
                              in
      each case, except where any failure to maintain such Necessary
      Authorisations in full force and effect, any non-compliance or any
      proceedings or revocation could not reasonably be expected to have a
      Material Adverse Effect and subject to the
  Reservations.

                            


                    

                  

                

              

            

            


            
              
                
                  	
                          21.22

                        	
                          Intellectual
      Property

                        
	 	 
	 
      	
                          The
      Intellectual Property Rights owned by or licensed to it are all the
      material Intellectual Property Rights required by it in order to carry
      out, maintain and operate its business, properties and assets, and so far
      as it is aware, it does not infringe, in any way any Intellectual Property
      Rights of any third party save, in each case, where the failure to own or
      license the relevant Intellectual Property Rights or any infringement
      thereof could not reasonably be expected to have a Material Adverse
      Effect.

                        


                

              

            

            


            
              
                
                  	
                          21.23

                        	
                          Ownership
      of Assets

                        
	 	 
	 
      	
                          Save
      to the extent disposed of in a manner permitted by the terms of any of the
      Finance Documents with effect from and after the Merger Closing Date, it
      has good title to or valid leases or licences of or is otherwise entitled
      to use all material assets necessary to conduct its business taken as a
      whole in a manner consistent with the Agreed Business Plan except to the
      extent that the failure to have such title, leases or licences or to be so
      entitled could not be reasonably expected to have a Material Adverse
      Effect.

                        


                

              

            

            


            
              
                
                  	
                          21.24

                        	
                          Payment
      of Taxes

                        
	 	 
	 
      	
                          It
      has no claims or liabilities which are being, or are reasonably likely to
      be, asserted against it with respect to taxes which, if adversely
      determined, could reasonably be expected to have a Material Adverse Effect
      save to the extent it (or any member of the Group) having set aside proper
      reserves for such claims or liabilities, can demonstrate that the same are
      being contested in good faith on the basis of appropriate professional
      advice.  All reports and returns on which taxes are required to
      be shown have been filed within any applicable time limits and all
      material taxes required to be paid have been paid within any applicable
      time period other than to the extent that a failure to do so could not be
      reasonably likely to have a Material Adverse
  Effect.

                        


                

              

            

            


            
              
                	
                        21.25

                      	
                        Pension
      Plans

                      


              

            

            


            
              
                
                  
                    	 
      	
                            (a)

                          	
                            Each
      UK defined benefit pension plan operated by it generally for the benefit
      of the employees of any member of the Bank Group has been valued by an
      actuary appointed by the trustees of such plan in all material respects in
      accordance with all laws applicable to it and using actuarial assumptions
      and recommendations complying with statutory requirements or approved by
      the actuary and since the most recent valuation the relevant employers
      have paid contributions to the plan in accordance with the schedule of
      contributions in force from time to time in relation to the plan, in the
      case of each of the foregoing, save to the extent that any failure to do
      so could not reasonably be expected to have a Material Adverse
      Effect.

                          
	 	 	 
	 
      	
                            (b)

                          	
                            In
      relation to the US schemes or arrangements, it is in compliance in all
      material respects with all applicable laws relating to any defined benefit
      pension plan operated by it or in which it participates, save to the
      extent that any failure to comply could not reasonably be expected to have
      a Material Adverse Effect.

                          
	 	 	 
	 
      	
                            (c)

                          	
                            Neither
      it nor any ERISA Affiliate has, at any time, maintained or contributed to,
      and is not obliged to maintain or contribute to, any Plan that is subject
      to Title IV or Section 302 of ERISA and/or Section 412 of the Code or any
      Multi-employer
Plan.

                          


                  

                

              

            

            


            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      21.26

                                                    	
                                                      Security

                                                    
	 	 
	 
      	
                                                      Subject
      to the Reservations, it is the legal or beneficial owner of all assets and
      other property which it purports to charge, mortgage, pledge, assign or
      otherwise secure pursuant to each Security Document and (subject to their
      registration or filing at appropriate registries for the purposes of
      perfecting the Security created thereunder and the Reservations) those
      Security Documents to which it is a party create and give rise to valid
      and effective Security having the ranking expressed in those Security
      Documents.

                                                    
	 	 
	
                                                      21.27

                                                    	
                                                      Investment
      Company Act

                                                    
	 	 
	 
      	
                                                      Neither
      it nor any of its Subsidiaries is an “investment company,” or a company
      “controlled” by an “investment company,” as such terms are defined in the
      US Investment Company Act of 1940, as amended.  Neither the
      making of any Drawing, nor the application of the proceeds or repayment
      thereof by any Obligor, nor the consummation of the other transactions
      contemplated hereby, will violate any provision of such Act or any rule,
      regulation or order of the SEC promulgated thereunder.

                                                    
	 	 
	
                                                      21.28

                                                    	
                                                      Margin
      Stock

                                                    
	 	 
	 
      	
                                                      In
      the case of the Ultimate Parent only, no Advance (or the proceeds thereof)
      will be used to purchase or carry any Margin Stock or to extend credit for
      the purpose of purchasing or carrying any Margin Stock.  Neither
      the making of any Advance nor the use of the proceeds thereof nor the
      occurrence of any other Utilisation will violate or be inconsistent with
      the provisions of Regulation T, Regulation U or Regulation
    X.

                                                    
	 	 
	
                                                      21.29

                                                    	
                                                      Insurance

                                                    
	 	 
	 
      	
                                                      Each
      member of the Bank Group is adequately insured for the purposes of its
      business with reputable underwriters or insurance companies against such
      risks and to such extent as is necessary or usual for prudent companies
      carrying on such a business (other than insurance in respect of the
      underground portion of the cable network and various pavement-based
      electronics associated with the cable network as disclosed in the Group’s
      public disclosure documents) and except to the extent that the failure to
      so insure could not reasonably be expected to have a Material Adverse
      Effect.

                                                    
	 	 
	
                                                      21.30

                                                    	
                                                      Centre
      of Main Interests

                                                    
	 	 
	 
      	
                                                      Its
      Centre of Main Interests is the place in which its registered office is
      situated or, if different, another place in the country in which its
      registered office is situated, or England.

                                                    
	 	 
	
                                                      21.31

                                                    	
                                                      Merger
      Documents

                                                    
	 	 
	 
      	
                                                      The
      Merger Documents contain all the material terms and conditions of the
      Merger and are in full force and effect and there have been no amendments,
      variations or waivers to the Merger Documents (in whole or in part) other
      than amendments thereto or waivers thereunder (excluding any waiver of or
      as contemplated by Section 9.02(a) of the Merger Agreement) which are not
      material and adverse to the financing under this Agreement, the
      Alternative Bridge Facility Agreement or the Bridge Facility
      Agreement.

                                                    
	 	 
	
                                                      21.32

                                                    	
                                                      Broadcasting
      Act 1990

                                                    
	 	 
	 
      	
                                                      Neither
      it nor any member of any Joint Venture Group is a “disqualified person”
      for the purposes of schedule 2 to such Act.

                                                    
	 	 
	
                                                      21.33

                                                    	
                                                      Telecommunications,
      Cable and Broadcasting Laws

                                                    
	 	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            


            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    (a)

                                  	
                                    To
      the best of its knowledge and belief, it and each member of each Joint
      Venture Group is in compliance in all material respects with all
      Telecommunications, Cable and Broadcasting Laws (but excluding, for these
      purposes only, breaches of Telecommunications, Cable and Broadcasting Laws
      which have been expressly waived by the relevant regulatory authority), in
      each case, where failure to do so could reasonably be expected to have a
      Material Adverse Effect.

                                  
	 	 	 
	 
      	
                                    (b)

                                  	
                                    To
      the best of its knowledge and belief, it and each member of each Joint
      Venture Group is in compliance in all material respects with any
      conditions set by the Director General of Telecommunications or by OFCOM
      under section 45 of the Communications Act 2003 as are applicable to it or
      such member of the Joint Venture Group (as the case may be), in each case,
      where failure to do so could reasonably be expected to have a Material
      Adverse Effect.

                                  
	 	 	 
	
                                    21.34

                                  	
                                    US
      Patriot Act

                                  
	 	 
	 
      	
                                    (a)

                                  	
                                    It
      has no reason to believe that it or any of its
  Affiliates:

                                  
	 	 	 
	 
      	 
      	
                                    (i)

                                  	
                                    is
      a Restricted Party or controlled by a Restricted Party or has received
      funds or property from a Restricted Party; or

                                  
	 	 	 	 
	 
      	 
      	
                                    (ii)

                                  	
                                    has
      violated any Anti-Terrorism Law or is the subject of any action or
      investigation (including any relating to asset seizure, forfeiture or
      confiscation) under any Anti-Terrorism Law.

                                  
	 	 	 	 
	 
      	
                                    (b)

                                  	
                                    It
      and its Affiliates have taken reasonable measures to ensure compliance
      with the Anti-Terrorism
Laws.

                                  


                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	
                                                                    21.35

                                                                  	
                                                                    Liabilities
      of the US Borrower

                                                                  
	 	 
	 
      	
                                                                    In
      the case of the US Borrower only, it is a wholly owned Subsidiary of NTL
      Victoria Limited and:

                                                                  
	 	 
	 
      	
                                                                    (a)

                                                                  	
                                                                    has
      not traded or undertaken any commercial activities of any kind (other than
      by entering into the Finance Documents to which it is party and the
      Notes);

                                                                  
	 	 	 
	 
      	
                                                                    (b)

                                                                  	
                                                                    does
      not have any assets other than its rights under and any payments received
      pursuant to the Notes; and

                                                                  
	 	 	 
	 
      	
                                                                    (c)

                                                                  	
                                                                    does
      not have any material liabilities or obligations (actual or contingent) to
      any person other than as contemplated by the terms of the Finance
      Documents.

                                                                  
	 	 	 
	
                                                                    21.36

                                                                  	
                                                                    Compliance
      with ERISA

                                                                  
	 	 
	 
      	
                                                                    (a)

                                                                  	
                                                                    Each
      Plan (and each related trust, insurance contract or fund) is in compliance
      with its terms and with all applicable laws, including without limitation
      ERISA and the Code, save where the failure to be so compliant could not
      reasonably be expected to result in a Material Adverse
    Effect.

                                                                  
	 	 	 
	 
      	
                                                                    (b)

                                                                  	
                                                                    Each
      Plan (and each related trust, if any) which is intended to be qualified
      under Section 401(a) of the Code has received a determination letter from
      the Internal Revenue Service to the effect that it meets the requirements
      of Sections 401(a) and 501(a) of the Code.

                                                                  
	 	 	 
	 
      	
                                                                    (c)

                                                                  	
                                                                    Neither
      it nor any member of the Group nor any ERISA Affiliate has ever maintained
      or contributed to (or had any obligation to contribute to) any
      Multiemployer Plan or Plan that is subject to Title IV or Section 302 of
      ERISA and/or Section 412 of the Code.

                                                                  
	 	 	 
	 
      	
                                                                    (d)

                                                                  	
                                                                    All
      contributions required to be made with respect to a Plan have been made
      within the time limit therefor, save where the failure to do so would not
      result in a material liability.

                                                                  
	 	 	 
	 
      	
                                                                    (e)

                                                                  	
                                                                    Neither
      it nor any other member of the Group nor any ERISA Affiliate has incurred
      any material liability (including any indirect, contingent or secondary
      liability) to or on account of a Plan pursuant to sections 409, 502(i) or
      502(l) of ERISA or section 4975 of the Code or expects to incur any
      such  material liability under any of the foregoing sections
      with respect to any Plan, in each case, that could reasonably be expected
      to result in a Material Adverse Effect.

                                                                  
	 	 	 
	 
      	
                                                                    (f)

                                                                  	
                                                                    To
      the Company’s knowledge, no condition exists which presents a material
      risk to it or any other member of the Group or any ERISA Affiliate of
      incurring a liability to or on account of a Plan pursuant to the
      provisions of ERISA and the Code enumerated in paragraph (e) of this
      Clause 21.36, that could reasonably be expected to result in a
      Material Adverse Effect.

                                                                  
	 	 	 
	 
      	
                                                                    (g)

                                                                  	
                                                                    No
      action, suit, proceeding, hearing, audit or investigation with respect to
      the administration, operation or the investment of assets of any Plan
      (other than routine claims for benefits) that could reasonably be expected
      to result in a Material Adverse Effect, is pending or, to the Company’s
      knowledge, expected or threatened.

                                                                  
	 	 	 
	 
      	
                                                                    (h)

                                                                  	
                                                                    Each
      group health plan (as defined in section 607(1) of ERISA or section
      4980B(g)(2) of the Code) which covers or has covered employees or former
      employees of any member of the Group or any ERISA Affiliate has at all
      times been operated in compliance with the provisions of Part 6 of
      subtitle B of Title I of ERISA and section 4980B of the Code, save where
      the failure to do so could not reasonably be expected to result in a
      Material Adverse Effect.

                                                                  
	 	 	 
	 
      	
                                                                    (i)

                                                                  	
                                                                    It
      and each other member of the Group do not maintain or contribute to any
      employee welfare benefit plan (as defined in Section 3(1) of ERISA) which
      provides benefits to retired employees or other former employees (other
      than as required by Section 601 of ERISA) or any Plan the obligations with
      respect to which could reasonably be expected to have a Material Adverse
      Effect.

                                                                  
	 	 	 
	 
      	
                                                                    (j)

                                                                  	
                                                                    Each
      Foreign Pension Plan has been maintained in substantial compliance with
      its terms and with the requirements of any and all applicable laws,
      statutes, rules, regulations and orders and has been maintained, where
      required, in good standing with applicable regulatory authorities, in the
      case of each of the foregoing, save where the failure to do so could not
      reasonably be expected to result in a Material Adverse
    Effect.

                                                                  
	 	 	 
	 
      	
                                                                    (k)

                                                                  	
                                                                    All
      contributions required to be made with respect to a Foreign Pension Plan
      maintained by it have been made within the time limit therefor, save where
      the failure to do so could not reasonably be expected to result in a
      Material Adverse
Effect.

                                                                  


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            


            
              
                
                  
                    
                      	
                              21.37

                            	
                              Repetition

                            
	 	 
	 
      	
                              Each
      Repeating Representation is deemed to be made by the party identified as
      making such Repeating Representation above in relation to itself, or in
      the case of the Company in relation to itself and each Obligor or the Bank
      Group as a whole (as applicable), by reference to the facts and
      circumstances then existing on the Structuring Date, each Utilisation Date
      (save for a Utilisation Date in respect of a Rollover Advance or a
      Documentary Credit which is being renewed pursuant to Clause 5.2
      (Renewal of Documentary
      Credit)) and on the first day of each Interest
    Period.

                            
	 	 
	
                              22.

                            	
                              FINANCIAL INFORMATION

                            
	 	 
	
                              22.1

                            	
                              Financial
      Statements

                            


                    

                  

                

              

            

            


            
              
                
                  
                    
                      	 
      	
                              (a)

                            	
                              Group
      Financial Information: The Company shall provide to the Agents in
      sufficient copies for all the Lenders, the following financial information
      relating to the Group:

                            
	 	 	 
	 
      	 
      	
                              (i)

                            	
                              as
      soon as the same become available, but in any event within 120 days
      after the end of each of the Ultimate Parent’s financial years, the
      consolidated financial statements for such financial year in respect of
      the Group, audited by a firm of auditors meeting the requirements of
      Clause 24.17 (Change in Auditors),
      and accompanied by the related auditor’s report; and

                            
	 	 	 	 
	 
      	 
      	
                              (ii)

                            	
                              as
      soon as they become available but in any event within 45 days after the
      end of each Financial Quarter, the unaudited consolidated quarterly
      financial statements of the Group commencing with the first complete
      Financial Quarter arising after the Merger Closing Date (other than, for
      so long as the Ultimate Parent remains a reporting company under the rules
      of the SEC, the last Financial Quarter in each of the Ultimate Parent’s
      financial years) together with, commencing with the Financial Quarter
      ended 30 June 2006, a commentary consistent with disclosure in the nature
      of a “Management’s Discussion and Analysis of Financial Condition and
      Results of Operations”, in relation to the financial condition and results
      of operations of the Group.

                            
	 	 	 	 
	 
      	 
      	
                              In
      relation to the financial information of the Group only, the above
      requirements may be satisfied by the provision, within the specified time
      periods, of copies of reports for the Group already filed with the SEC for
      the relevant period (it being acknowledged that the SEC does not as at the
      Original Execution Date require the filing of quarterly financial
      statements for the fourth Financial Quarter of any financial
      year).

                            


                    

                  

                

              

            

            


            
              
                
                  
                    
                      
                        	 
      	
                                (b)

                              	
                                Company,
      TCN and Bank Group Financial Information: Subject to
      Clause 22.2 (Provisions relating to the
      Bank Group Financial Information), the Company shall provide to the
      Agents in sufficient copies for all the Lenders, the following financial
      information relating to the Company, TCN or the Bank Group, as the case
      may be:

                              
	 	 	 
	 
      	 
      	
                                (i)

                              	
                                as
      soon as they become available but in any event within 120 days after the
      end of each of the Company’s financial years, the audited consolidated
      financial statements for such financial year for the Company and (except
      to the extent that TCN is a Subsidiary of the Company) within 120 days
      after the end of each of TCN’s financial years, the audited consolidated
      financial statements for such financial year for TCN;

                              
	 	 	 	 
	 
      	 
      	
                                (ii)

                              	
                                as
      soon as they become available but in any event within 120 days after the
      end of each of the Company’s financial years, the unaudited pro forma
      balance sheet, statement of cash flows and statement of operations for
      such financial year in respect of the Bank Group substantially in the form
      set out in Schedule 13 (Pro Forma Bank Group Financial
      Statements) or with such amendments as may be necessary to reflect
      changes made to the Group’s public financial information as agreed by the
      Facility Agent (acting reasonably), together with a commentary from the
      management in relation to the key drivers for the financial performance of
      the Bank Group for such financial year.

                              
	 	 	 	 
	 
      	 
      	
                                (iii)

                              	
                                as
      soon as they become available but in any event within 50 days (or 90 days
      for the Financial Quarter ended 31 March 2006) after the end of each of
      the first three Financial Quarters of each financial year (and within 120
      days after the end of the last Financial Quarter), the unaudited pro forma
      balance sheet, statement of cash flows and statement of operations for
      such Financial Quarter in respect of the Bank Group substantially in the
      form set out in Schedule 13 (Pro Forma Bank Group Financial
      Statements) or with such amendments as may be necessary to reflect
      changes made to the Group’s public financial information as agreed by the
      Facility Agent (acting reasonably).

                              
	 	 	 	 
	 
      	
                                (c)

                              	
                                Borrower
      Financial Information:  Each Borrower shall provide, to
      the extent such information is required by any Lender to enable it to
      comply with any law, regulation or other requirement of any central bank
      or other fiscal, monetary or other authority, promptly following request
      by such Lender, such Borrower’s most recent annual audited financial
      statements to the extent the same are in final
  form.

                              


                      

                    

                  

                

              

            

            


            
              	
                      22.2

                    	
                      Provisions
      relating to Bank Group Financial
Information

                    


            

            


            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                        (a)

                                      	
                                        The
      financial information of the Bank Group delivered pursuant to
      paragraphs (b)(ii) and (b)(iii) of Clause 22.1 (Financial Statements)
      shall be prepared in good faith using the same methodologies applied in
      preparing the audited consolidated financial statements of the Ultimate
      Parent delivered to the Agents pursuant to sub-paragraph (a)(i) of
      Clause 22.1 (Financial
      Statements).

                                      
	 	 	 
	 
      	
                                        (b)

                                      	
                                        To
      the extent possible, all financial data used in preparing the financial
      information of the Bank Group will be derived from:

                                      
	 	 	 
	 
      	 
      	
                                        (i)

                                      	
                                        in
      the case of financial information in respect of a full financial year of
      the Bank Group, the balance sheet, statement of cash flows, statement of
      operations and notes to the audited consolidated financial statements of
      the Ultimate Parent in respect of that financial year, including without
      limitation, revenue (broken down by “Business”, “Consumer” and “Content”);
      and

                                      
	 	 	 	 
	 
      	 
      	
                                        (ii)

                                      	
                                        in
      respect of financial information in respect of any Financial Quarter of
      any financial year of the Bank Group, from the balance sheet, statement of
      cash flows, statement of operations and notes to the unaudited
      consolidated quarterly financial statements of the Ultimate Parent for the
      corresponding Financial Quarter, including without limitation, revenue
      (broken down by “Business”, “Consumer” and “Content”),

                                      
	 	 	 	 
	 
      	 
      	
                                        provided
      that in the event that it shall not be possible to apply the financial
      data used in the financial statements or management accounts of the
      Ultimate Parent, as the case may be, such financial information will be
      determined in good faith based on allocation methodologies approved by the
      Board of Directors of the Company.

                                      
	 	 	 
	 
      	
                                        (c)

                                      	
                                        For
      any period prior to 31 March 2007, Bank Group Consolidated Revenue shall
      represent the combination of revenue of the Ultimate Parent and NTL
      (without duplication) and following the consummation of the Baseball
      Acquisition, for any period ending on a date prior to the first
      anniversary of the Baseball Effective Date, Bank Consolidated Revenue
      shall represent the combination of the Ultimate Parent, NTL and Baseball
      (without duplication), in each case, for the relevant
    period.

                                      
	 	 	 
	 
      	
                                        (d)

                                      	
                                        Financial
      statements for the Bank Group shall reflect, for any period prior to 31
      March 2007 and/or the Baseball Effective Date, the combination of the
      historical statements of the Ultimate Parent and NTL and Baseball (as the
      case may be) (without duplication) giving effect to the Merger and/or the
      Baseball Acquisition (as the case may be) as if the Merger and/or the
      Baseball Acquisition (as the case may be) had occurred as of the beginning
      of the relevant period and reflecting such adjustments to give effect to
      the Merger and/or the Baseball Acquisition (as the case may be) including
      elimination of balance sheet and other adjustments as if of the Merger
      and/or the Baseball Acquisition (as the case may be). Such combination of
      historical statements will be carried out by the Company in good faith and
      having regard to publicly available financial information of the NTL
      Group, Telewest Group and/or the Baseball Group prior to the Merger or the
      Baseball Acquisition (as the case may be).

                                      
	 	 	 
	
                                        22.3

                                      	
                                        Budget

                                      
	 	 
	 
      	
                                        In
      respect of each financial year, as soon as the same becomes available and
      in any event by no later than 30 days after the beginning of each
      financial year of the Bank Group (other than in respect of the financial
      year ended 31 December 2006), the Company shall deliver to the Agents, in
      sufficient copies for the Lenders, the annual operating budget, which as
      regards paragraphs (b) and (c) below shall be in the format set out
      in Schedule 14 (Pro
      Forma Budget Information) or with such amendments as may be
      necessary to reflect changes made to the Group’s public financial
      information as agreed by the Facility Agent (acting reasonably) and
      prepared by reference to each Financial Quarter in respect of such
      financial year of the Bank Group.  The annual operating budget
      shall be prepared in a form consistent with past practice of the Company
      and shall
include:

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

            


            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    (a)

                                  	
                                    forecasts
      of any projected material Disposals (including timing and anticipated Net
      Proceeds thereof) on a consolidated basis for the Bank
    Group;

                                  
	 	 	 
	 
      	
                                    (b)

                                  	
                                    projected
      annual statements of operations (including projected revenue and operating
      costs) on a consolidated basis for the Bank Group in the format set out in
      Schedule 14 (Pro Forma
      Budget Information) or with such amendments as may be necessary to
      reflect changes made to the Group’s public financial information as agreed
      by the Facility Agent (acting reasonably);

                                  
	 	 	 
	 
      	
                                    (c)

                                  	
                                    projected
      estimated pro forma balance sheets and estimated pro forma statements of
      cash flows on a consolidated basis for the Bank Group in the format set
      out in Schedule 14 (Pro
      Forma Budget Information) or with such amendments as may be
      necessary to reflect changes made to the Group’s public financial
      information as agreed by the Facility Agent (acting
      reasonably);

                                  
	 	 	 
	 
      	
                                    (d)

                                  	
                                    projected
      capital expenditure to be included for each Financial Quarter of such
      financial year on a consolidated basis for the Bank
  Group;

                                  
	 	 	 
	 
      	
                                    (e)

                                  	
                                    projected
      ratios in respect of each of the financial covenants set out in
      Clause 23.2 (Ratios) for each
      Financial Quarter in such financial year; and

                                  
	 	 	 
	 
      	
                                    (f)

                                  	
                                    a
      commentary from the management in relation to the key drivers for the Bank
      Group for such financial year.

                                  
	 	 	 
	 
      	
                                    The
      Company shall provide the Agents with any details of material changes in
      the projections set out in any Budget delivered under this
      Clause 22.3 as soon as reasonably practicable after it becomes aware
      of any such
change.

                                  


                          

                        

                      

                    

                  

                

              

            

            


            
              
                	
                        22.4

                      	
                        Other
      Information

                         

                      
	 
      	
                        The
      Company shall and shall procure that each of the Obligors shall from time
      to time on the request of the Facility Agent and/or Administrative
      Agent:

                      


              

            

            


            
              
                
                  
                    
                      	 
      	
                              (a)

                            	
                              provide
      the Facility Agent and/or Administrative Agent (as applicable) with such
      information about the business and financial condition of the Bank Group
      or any member of the Bank Group (including such member’s business) as the
      Facility Agent and/or Administrative Agent  (as applicable) may
      reasonably require, provided that the Company shall not be under any
      obligation to provide, or procure the providing of, any information the
      supply of which would be contrary to any confidentiality obligation
      binding on any member of the Bank Group or where the supply of such
      information could prejudice the retention of legal privilege in such
      information and provided further that no Obligor shall (and the Company
      shall procure that no member of the Bank Group shall) be able to deny the
      Facility Agent and/or Administrative Agent (as applicable) any such
      information by reason of it having entered into
      a  confidentiality undertaking which would prevent it from
      disclosing, or be able to claim any legal privilege in respect of, any
      financial information relating to itself or the Group;
  and

                            
	 	 	 
	 
      	
                              (b)

                            	
                              provide
      all then existing information about the business and financial condition
      of the Bank Group or any member of the Bank Group (including such member’s
      business) as Standard & Poor’s or Moody’s may reasonably require and
      extend all reasonable co-operation for the purpose of determining or
      assessing the credit ratings (if any) assigned to the Facilities, the
      Bridge Facility Agreement, the Alternative Bridge Facility Agreement, the
      Existing High Yield Notes, the Additional High Yield Notes, any High Yield
      Refinancing or the New High Yield Notes, and the Company shall use all
      reasonable efforts to meet with representatives of Standard & Poor’s
      and Moody’s no less frequently than once in each calendar
      year.

                            
	 	 	 
	
                              22.5

                            	
                              Compliance
      Certificates

                            
	 	 
	 
      	
                              The
      Company shall ensure that each set of financial information delivered by
      it pursuant to sub-paragraphs (a), (b)(ii) and (b)(iii) of
      Clause 22.1 (Financial Statements)
      is accompanied by a Compliance Certificate signed by two of its authorised
      signatories (at least one of whom shall be a Financial Officer)
      which:

                            


                    

                  

                

              

            

            


            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                        (a)

                                      	
                                        where
      the relevant financial statements being delivered relate to a period
      ending on a Quarter Date in respect of which the financial covenants are
      required to be tested in accordance with paragraphs (d) and (e) of
      Clause 23.2 (Ratios) or, prior to
      commencement of testing of the financial covenants, in respect of which a
      change to any Applicable Margin is required under Clause 13.3 (Margin Ratchet for Revolving
      Facility Advances and, Prior to a Paydown Event, Secondary Revolving
      Facility Advances), Clause 13.4 (Margin Ratchet for Secondary
      Revolving Facility Advances on and after a Paydown Event),
      Clause 14.7 (Margin
      Ratchet for A Facility Advances and A1 Facility Advances (and, Prior to
      the Occurrence of a Paydown Event, A2 Facility Advances and A3 Facility
      Advances)), or Clause 14.8 (Margin Ratchet for A2 Facility
      Advances and A3 Facility Advances on and after a Paydown
      Event):

                                      
	 	 	 
	 
      	 
      	
                                        (i)

                                      	
                                        confirms
      compliance (or detailing any non-compliance) with the relevant financial
      covenants set out in Clause 23 (Financial Condition)
      (if applicable) and showing figures representing the actual financial
      ratios then in effect;

                                      
	 	 	 	 
	 
      	 
      	
                                        (ii)

                                      	
                                        attaches
      a working paper (the “Attached Working Paper”)
      setting out the calculations showing compliance with the financial
      covenants set out in Clause 23 (Financial Condition)
      (if applicable) and the information from which such calculations are
      derived (including the calculations for the components of such covenants
      defined in Clause 23.1 (Financial Definitions)
      on a line by line basis); and

                                      
	 	 	 	 
	 
      	 
      	
                                        (iii)

                                      	
                                        confirms
      that the information contained in the Attached Working Paper has been
      prepared on the basis of the same information and methodology used to
      prepare the appropriate financial information;

                                      
	 	 	 	 
	 
      	
                                        (b)

                                      	
                                        in
      relation to a Compliance Certificate delivered with the Bank Group’s
      annual financial information only:

                                      
	 	 	 
	 
      	 
      	
                                        (i)

                                      	
                                        confirms
      the Bank Group Consolidated Revenues for the financial year ended on that
      Quarter Date; and

                                      
	 	 	 	 
	 
      	 
      	
                                        (ii)

                                      	
                                        confirms
      compliance (or detailing any non-compliance) with the 80% Security Test;
      and

                                      
	 	 	 	 
	 
      	
                                        (c)

                                      	
                                        in
      the case of each Compliance Certificate delivered pursuant to this
      Clause 22.5, confirms the absence of any Default.

                                      
	 	 	 
	 
      	 
      	
                                        in
      each case, as at the end of such financial year or Financial Quarter to
      which such financial information
relates.

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

        

        
          
            	
                     22.6

                  	
                    Access

                  


          

           

          If:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        an
      Event of Default has occurred, but only while such Event of Default is
      continuing, (provided that with respect to an Event of Default relating to
      a breach of any covenant in Clause 23 (Financial Condition),
      such Event of Default shall be deemed to be continuing until such time
      that the Company has delivered a Compliance Certificate pursuant to
      Clause 22.5 (Compliance
      Certificates) demonstrating that the Company is in compliance with
      each of the covenants set out in Clause 23 (Financial Condition));
      or

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        in
      the reasonable opinion of an Instructing Group, a breach of any covenant
      in Clause 23 (Financial Condition) is
      reasonably likely to
      occur,

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          in each
such circumstance, at the Obligors’ expense (in the case of
sub-paragraph (a)) and at the Lenders’ expense (in the case of
sub-paragraph (b)), but without causing any undue interruption to the
normal business operations of such Obligor or any member of the Bank
Group:

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      the
      Facility Agent shall be entitled to call for an independent audit and
      investigation which is reasonable in scope and degree having regard to the
      nature of the Event of Default or suspected breach (as the case may be) or
      the financial position of the Bank Group; and

                                                    
	 	 	 	 
	 	 	(ii)	
                                                      the Facility Agent,
      any Finance Party, or representative of the Facility Agent or such Finance
      Party (an “Inspecting
      Party”) shall be entitled to have access, together with its
      accountants or other professional advisers, during normal business hours,
      to inspect or observe such part of the Group Business as is owned or
      operated by any Obligor or any member of the Bank Group, and to have
      access to books, records, accounts, documents, computer programmes, data
      or other information in the possession of or available to such Obligor or
      member of the Bank Group and to take such copies as may be considered
      appropriate by such Inspecting Party, provided that no Obligor shall (and
      the Company shall not be obliged to procure that any member of the Bank
      Group shall) be under any obligation to allow any person to have access to
      any books, records, accounts, documents, computer programmes, data or
      other information or to take copies thereof where to do so would breach
      any confidentiality obligation binding on any member of the Group or would
      prejudice the retention of legal privilege to which such Obligor or member
      of the Group is then entitled in respect of such books, records, accounts,
      documents, computer programmes, data or other information and provided
      further that no Obligor shall (and the Company shall procure that no
      member of the Bank Group shall) be able to deny the Facility Agent any
      such information by reason of it having entered into
      a  confidentiality undertaking which would prevent it from
      disclosing, or be able to claim any legal privilege in respect of, any
      financial information relating to itself or the
  Group.

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            	
                     22.7

                  	
                    Change
      in Accounting Practices

                  


          

           

          The
Company shall ensure that each set of financial information delivered to the
Agents pursuant to paragraphs (a) and (b) of Clause 22.1 (Financial Statements) is
prepared using accounting policies, practices and procedures consistent with
that applied in the preparation of NTL’s Original Financial Statements, unless
in relation to any such set of financial information, the Company elects to
notify the Agents that there have been one or more changes in any such
accounting policies, practices or procedures (including, without limitation, any
change in the basis upon which costs are capitalised) and:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        in
      respect of any change in the basis upon which the information required to
      be delivered pursuant to sub-paragraphs (a)(i) or (a)(ii) of
      Clause 22.1 (Financial Statements)
      is prepared, the Ultimate Parent
      provides:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      a
      description of the changes and the adjustments which would be required to
      be made to that financial information in order to cause them to reflect
      the accounting policies, practices or procedures upon which such Original
      Financial Statements were prepared; and

                                                    
	 	 	 	 
	 	 	(ii)	sufficient
      information, in such detail and format as may be reasonably required by
      the Facility Agent, to enable the Lenders to make an accurate comparison
      between the financial positions indicated by that financial information
      and by such Original Financial
Statements,


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          and any
reference in this Agreement to that financial information shall be construed as
a reference to that financial information as adjusted to reflect the basis upon
which the Original Financial Statements were prepared; or

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      Company notifies the Facility Agent that it is not longer practicable to
      test compliance with the financial covenants set out in Clause 23
      (Financial
      Condition) against the financial information required to be
      delivered pursuant to this Clause 22 or that it wishes to cease
      preparing the additional information required by sub-paragraph (a)
      above, in which
      case:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      the
      Facility Agent and the Company shall enter into negotiations with a view
      to agreeing alternative financial covenants to replace those contained in
      Clause 23 (Financial Condition) in
      order to maintain a consistent basis for such financial covenants (and for
      approval by an Instructing Group); and

                                                    
	 	 	 	 
	 	 	(ii)	if the Facility
      Agent and the Company agree alternative financial covenants to replace
      those contained in Clause 23 (Financial Condition)
      which are acceptable to an Instructing Group, such alternative financial
      covenants shall be binding on all parties hereto;
and


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(iii)	
                                                          if,
      after three months following the date of the notice given to the Facility
      Agent pursuant to this sub-paragraph (b), the Facility Agent and the
      Company cannot agree alternative financial covenants which are acceptable
      to an Instructing Group, the Facility Agent shall refer the matter to any
      of the Permitted Auditors as may be agreed between the Company and the
      Facility Agent for determination of the adjustments required to be made to
      such financial information or the calculation of such ratios to take
      account of such change, such determination to be binding on the parties
      hereto, provided that pending such determination (but not thereafter) the
      Company shall continue to prepare financial information and calculate such
      covenants in accordance with paragraph (a)
  above.

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            	
                     22.8

                  	
                    Notifications

                  


          

           

          The
Company shall furnish or procure that there shall be furnished to the Agents in
sufficient copies for each of the Lenders:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        as
      soon as reasonably practicable, documents required to be despatched by the
      Ultimate Parent to its shareholders generally (or any class of them) in
      their capacity as such and all documents relating to the financial
      obligations of any Obligor despatched by or on behalf of any Obligor to
      its creditors generally (in their capacity as creditors) it being agreed
      that to the extent such information is filed with the SEC, such filing
      will satisfy the Company’s obligations with regard to the provision of
      such
  information;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        as
      soon as reasonably practicable after the same are instituted or, to its
      knowledge, threatened, details of any litigation, arbitration or
      administrative proceedings involving any member of the Bank Group which,
      is reasonably likely to be adversely determined and if adversely
      determined, could reasonably be expected to have a Material Adverse
      Effect;
  and

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        written
      details of any Default promptly upon becoming aware of the same, and of
      all remedial steps being taken and proposed to be taken in respect of that
      Default.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     22.9

                  	
                    Role
      of the Administrative Agent and US Paying
Agent

                  


          

           

          Notwithstanding
the rights of the Administrative Agent and the US Paying Agent to receive or
request certain documentation and other information as set out in this
Clause 22 (Financial
Information), the other Finance Parties hereby expressly acknowledge and
agree that the Administrative Agent and the US Paying Agent (a) are under no
obligation to ensure that any such documentation or other information is made
available to all or any of them, (b) may (in its sole discretion) determine
whether or not to exercise any of its rights as set out in this Clause 22
(Financial Information)
and (c) shall have no liability whatsoever to any other Finance Party for the
failure to exercise, or any delay in exercising, any of its rights set out in
this Clause 22 (Financial
Information).

           

          
            	
                     23.

                  	
                    FINANCIAL CONDITION

                  


          

           

          
            	
                     23.1

                  	
                    Financial
      Definitions

                  


          

           

          In this
Agreement the following terms have the following meanings:

           

          “Bank Group Cash Flow” means,
in respect of any period, Consolidated Operating Cashflow for that period
(excluding for this purpose all Permitted Joint Venture Proceeds for such period
and/or Permitted Joint Venture Net Operating Cash Flow for such period included
in Consolidated Operating Cashflow pursuant to paragraph (d) of the
definition thereof) after:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        adding
      back:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      any
      decrease in the amount of Working Capital at the end of such period
      compared against the Working Capital at the start of such
      period;

                                                    
	 	 	 	 
	 	 	(ii)	all cash
      extraordinary or non-recurring gains during that period to the extent not
      included in Consolidated Operating
Cashflow;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(iii)	
                                                      any
      amount received in cash in that period by members of the Bank Group in
      respect of income and related taxes;

                                                    
	 	 	 	 
	 	 	(iv)	all Permitted Joint
      Venture Proceeds received for such period;
and


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(v)	
                                                          all
      proceeds from disposals of assets purchased up to 90 days previously
      pursuant to sale and leaseback transactions otherwise permitted under this
      Agreement;

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        deducting:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      the
      actual capital expenditure of members of the Bank Group during such period
      and in calculating Bank Group Cash Flow for the purposes of
      Clause 12.4 (Repayment from Excess
      Cashflow) only, the aggregate of the consideration paid for or cost
      of any permitted acquisitions and the amount of any investments in Joint
      Ventures made in the period by the member of the Bank Group to the extent
      included in Consolidated Operating Cashflow;

                                                    
	 	 	 	 
	 	 	(ii)	any increase in the
      amount of Working Capital at the end of such period compared against the
      Working Capital at the start of that
period;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(iii)	
                                                      any
      amount paid in cash in that period by any member of the Bank Group in
      respect of income and related taxes;

                                                    
	 	 	 	 
	 	 	(iv)	all cash
      extraordinary or non-recurring losses during that period to the extent not
      included in Consolidated Operating
Cashflow;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(v)	
                                                      in
      calculating Bank Group Cash Flow for the purposes of Clause 12.4
      (Repayment from Excess
      Cash Flow) only, any amount paid in cash in that period in respect
      of the items included in the calculation of net income or loss in the
      definition of Consolidated Operating Cashflow and any amounts paid in cash
      in respect of payments made or paid during such period by any member of
      the Bank Group to any person who is not a member of the Bank Group
      including without limitation, the payment of all costs and expenses in
      connection with transactions contemplated by the Finance Documents and the
      Bridge Finance Documents; and

                                                    
	 	 	 	 
	 	 	(vi)	
                                                      any amount paid in
      cash in that period in respect of dividends, distributions, loans,
      investments or other similar payments made or paid during such period by
      any member of the Bank Group to any person who is not a member of the Bank
      Group and any cash charges falling under sub-paragraph (a)(ix) of
      “Consolidated Operating Cashflow” which have been added back for the
      purposes of calculating such
definition,

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          provided
that in no event shall amounts constituting Consolidated Debt Service be
deducted from Bank Group Cash Flow, and no amount shall be included or excluded
more than once and provided that, for the avoidance of doubt, in calculating
Bank Group Cash Flow for the purposes of Clause 12.4 (Repayment from Excess Cash
Flow), Equity Proceeds, Debt Proceeds and Net Proceeds and the proceeds
of any Subordinated Funding shall be excluded.

           

          “Cash” means at any
time:

          
            
              
                
                   

                  
                    
                      	 	(a)	
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              all
      Cash Equivalent Investments;
      and

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            


                    

                  

                

              

              
                
                  
                    
                       

                      
                        
                          
                            
                              
                                	 	(b)	
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        cash
      (in cleared balances) denominated in Sterling (or any other currency
      freely convertible into Sterling) and credited to an account in the name
      of a member of the Bank Group with an Eligible Deposit Bank and to which
      such a member of the Bank Group is alone beneficially entitled and for so
      long
  as:

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      


                              

                            

                          

                        

                        
                          
                            
                               

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      
                                                        such
      cash is repayable on demand (including any cash held on time deposit which
      is capable of being broken and the balance received on same day notice
      provided that any such cash shall only be taken into account net of any
      penalties or costs which would be incurred in breaking the relevant time
      deposit) and repayment of such cash is not contingent on the prior
      discharge of any other indebtedness of any member of the Bank Group or of
      any other person whatsoever or on the satisfaction of any other condition;
      or

                                                      

                                                    
	 	 	 	 
	 	 	(ii)	
                                                      such
      cash has been deposited with an Eligible Deposit Bank as security for any
      performance bond, guarantee, standby letter of credit or similar facility
      the contingent liabilities relating to such having been included in the
      calculation of Consolidated Total
Debt.

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          “Consolidated Debt Service”
means, in respect of any period, the aggregate of:

          
             

          

          
            
              
                
                  
                    	 	(a)	
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            the
      Consolidated Total Net Cash Interest Payable in respect of such period;
      and

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          


                  

                

              

            

            
              
                
                  
                     

                    
                      
                        
                          
                            
                              	 	(b)	
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      save
      to the extent immediately reborrowed and excluding for all purposes any of
      the Paydown Amount and (except at the relevant Final Maturity Date) any
      amount, the payment of which has been rescheduled from the Amortisation
      Repayment Date to the Final Maturity Date for the A2 Facility and the A3
      Facility upon the occurrence of a Paydown Event, the aggregate of all
      scheduled payments (excluding any voluntary and mandatory prepayments)
      made in such period of principal, capital or nominal amounts in respect of
      Consolidated Total
      Debt.

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    


                            

                          

                        

                      

                      
                        
                          
                            
                               

                            

                          

                        

                      

                    

                  

                

              

            

          

          “Consolidated Net Debt” means,
at any time, the Consolidated Total Debt at such time less Cash, in cleared
balances at such time, credited to any account in the name of a member of the
Bank Group subject to a maximum aggregate Cash amount of £200,000,000 (or its
equivalent in other currencies).

           

          “Consolidated Net Income” means
for any period, with respect to any person, net income (or loss) after taxes for
such period of such person (calculated on a consolidated basis, if it has
Subsidiaries) determined in accordance with GAAP.

           

          “Consolidated Operating
Cashflow” means, in respect of any period:

          
             

          

          
            	
                     
      

                  	
                    (a)

                  	
                    Consolidated
      Net Income of the Bank Group for such period, in accordance with GAAP as
      then in effect adding back (or deducting as the case may be) (only to the
      extent used in arriving at net income or loss of the Bank
      Group):

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    non-cash
      gains or losses, whether extraordinary, recurring or otherwise (excluding
      however any non-cash charge to the extent that it represents amortisation
      of a prepaid expense that was paid in a prior period or an accrual of, or
      a reserve for, cash charges or expenses in any future period), and
      including without limitation non-cash expenses for compensation relating
      to the granting of options and restricted stock, sale of stock and similar
      arrangements;

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    income
      tax expense or benefit;

                  


          

           

          
            	
                     
      

                  	
                    (iii)

                  	
                    foreign
      currency transaction gains and losses and foreign currency translation
      differences;

                  


          

           

          
            	
                     
      

                  	
                    (iv)

                  	
                    other
      non-operating gains and losses, including the costs of, and accounting
      for, financial instruments and gains and losses on disposals of fixed
      assets;

                  


          

           

          
            	
                     
      

                  	
                    (v)

                  	
                    share
      of income or losses from equity investments and minority
      interests;

                  


          

           

          
            	
                     
      

                  	
                    (vi)

                  	
                    interest
      expense and interest income, including, without limitation, the
      amortisation of debt issuance cost, amendment cost, debt discount and
      consent payments;

                  


          

           

          
            
              	
                       
      

                    	
                      (vii)

                    	
                      depreciation
      and amortisation;

                    
	 	 	 
	 	(viii) 	extraordinary
      items;


            

          

                   

          
            	
                     
      

                  	
                    (ix)

                  	
                    at
      the election of the Company, cash charges resulting from any third party
      professional, advisory, legal and accounting fees and out-of-pocket
      expenses reasonably incurred in connection with the Merger, the Baseball
      Scheme, an acquisition or investment, any financing (in any such case,
      whether completed or not) provided that the aggregate amount added back in
      respect of such fees and expenses shall not at any time exceed £25
      million;

                  


          

           

          
            	
                     
      

                  	
                    (x)

                  	
                    restructuring
      charges determined in accordance with FAS 146 in an amount of up to £50
      million for the financial year during which the Merger Closing Date occurs
      (or £60 million in the event that the Baseball Acquisition also occurs
      during such financial year (other than pursuant to a Stand Alone Baseball
      Financing)) (“Year
      1”) and up to £50 million in the following financial year (or £60
      million in the event that the Baseball Acquisition has occurred during
      such financial year or during Year 1 (in either case, other than pursuant
      to a Stand Alone Baseball Financing)) (“Year 2”) provided that
      any unutilised amounts from Year 1 may be carried forward to Year 2 and
      any unutilised amounts from Year 2 (including, for the avoidance of doubt,
      any amounts rolled over from Year 1) may be carried forward and added back
      to Consolidated Operating Cashflow in the period from the end of Year 2 to
      the third anniversary of the Merger Closing
  Date;

                  


          

           

          
            	
                     
      

                  	
                    (xi)

                  	
                    cumulative
      changes in GAAP from and including the accounting principles applied in
      the preparation of the Original Financial Statements,
  and

                  


          

           

          
            	
                     
      

                  	
                    (xii)

                  	
                    restructuring
      charges and related costs of the type referred to in the Ultimate Parent’s
      business plan dated 13 October 2008 in an amount of up to
      £75 million for the 2008 and 2009 financial years (together, “Year 1”) and up to
      £15 million in the 2010 financial year (“Year 2”) provided that
      any unutilised amounts from Year 1 may be carried forward to Year 2 (and
      any such amounts carried forward will be utilised before any other amounts
      in Year 2) and any unutilised amounts from Year 2 (excluding any
      amounts carried forward from Year 1) may be carried forward and added
      back to Consolidated Operating Cashflow in the 2011 financial year, to the
      extent spent in such 2011 financial
year,

                  


          

           

          minus

           

          
            	
                     
      

                  	
                    (b)

                  	
                    the
      Excluded Group Operating Cashflow for that period (to the extent included
      in the calculation of paragraph (a)
above);

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    to
      the extent included in Consolidated Net Income for such period and not
      otherwise deducted pursuant to paragraph (a)
  above:

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    that
      portion of the share of profit or loss from Permitted Joint Ventures;
      and

                  


          

           

          
            	
                     
      

                  	
                    (ii)

                  	
                    the
      aggregate amount of all interest income and/or dividends received during
      such period from one or more of the Permitted Joint
    Ventures;

                  


          

           

          plus

           

          
            	
                     
      

                  	
                    (d)

                  	
                    the
      lower of (i) the aggregate Permitted Joint Venture Proceeds actually
      received by the Bank Group during such period and (ii) the aggregate of
      the proportionate interests of each member of the Bank Group in any
      Permitted Joint Venture Net Operating Cash Flow for such
      period.

                  


          

           

          “Consolidated Total Debt”
means, at any time (without double counting):

           

          
            	
                     
      

                  	
                    (a)

                  	
                    the
      aggregate principal, capital or nominal amounts (including any Interest
      capitalised as principal) of Financial Indebtedness of any member of the
      Bank Group (including, without limitation, Financial Indebtedness arising
      under or pursuant to the Finance Documents);
  plus

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    the
      aggregate principal, capital or nominal amounts (including any Interest
      capitalised as principal) of Financial Indebtedness of any member of the
      Group to the extent it is Non-Bank Group Serviceable
  Debt;

                  


          

           

          excluding any Financial
Indebtedness of any member of the Group to another member of the Group or under
any Subordinated Funding, to the extent not prohibited under this Agreement and
excluding any Financial Indebtedness arising by reason only of mark to market
fluctuations in respect of interest rate hedging arrangements since the original
date on which such interest rate hedging arrangements were
consummated.

           

          “Consolidated Total Net Cash Interest
Payable” means, in respect of any period, the aggregate amount of the
Interest which has accrued on the Consolidated Total Debt during such period
(but excluding for the avoidance of doubt any fees and consent payments payable
in or amortised during such period) but deducting any Interest
actually received in cash by any member of the Bank Group.

           

          “Current Assets” means the
aggregate of trade and other receivables (net of allowances for doubtful debts),
prepayments and all other current assets of the Bank Group (which until such
time as balance sheets are prepared for the Bank Group shall be allocated from
the relevant consolidated financial statements of the Group to the Bank Group by
the board of directors of the Company acting in good faith) maturing within
twelve months from the date of computation, as required to be accounted for as
current assets under GAAP but excluding cash and Cash Equivalent Investments and
excluding the impact of Hedging Agreements.

           

          “Current Liabilities” means the
aggregate of all liabilities (including accounts payable, accruals and
provisions) of the Bank Group (which until such time as balance sheets are
prepared for the Bank Group shall be allocated to the Bank Group from the
relevant consolidated financial statements of the Group by the board of
directors of the Company acting in good faith) falling due within twelve months
from the date of computation and required to be accounted for as current
liabilities under GAAP but excluding Financial Indebtedness of the Bank Group
falling due within such period and any interest on such Financial Indebtedness
due in such period and excluding the impact of Hedging Agreements.

           

          “Eligible Deposit Bank” means
any bank or financial institution which has a short term rating of at least A1
granted by Standard & Poor’s or P1 granted by Moody’s.

           

          “Excluded Group Operating
Cashflow” means, in respect of any period, that proportion of
Consolidated Net Income which is attributable to the Excluded Group for that
period adding back (or deducting as the case may be) (to the extent used in
arriving at net profit or loss of the Excluded Group):

           

          
            	
                     
      

                  	
                    (a)

                  	
                    non-cash
      gains or losses, whether extraordinary, recurring or otherwise (excluding
      however any non-cash charge to the extent that it represents amortisation
      of a prepaid expense that was paid in a prior period or an accrual of, or
      a reserve for, cash charges or expenses in any future period), and
      including without limitation non-cash expenses for compensation relating
      to the granting of options and restricted stock, sale of stock and similar
      arrangements;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    income
      tax expense or benefit;

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    foreign
      currency transaction gains and losses and foreign currency translation
      differences;

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    other
      non-operating gains and losses, including the costs of, and accounting
      for, financial instruments and gains and losses on disposals of fixed
      assets;

                  


          

           

          
            	
                     
      

                  	
                    (e)

                  	
                    share
      of income or losses from equity investments and minority
      interests;

                  


          

           

          
            	
                     
      

                  	
                    (f)

                  	
                    interest
      expense and interest income, including, without limitation, the
      amortisation of debt issuance cost, amendment cost, debt discount and
      consent payments;

                  


          

           

          
            	
                     
      

                  	
                    (g)

                  	
                    depreciation
      and amortisation;

                  


          

           

          
            	
                     
      

                  	
                    (h)

                  	
                    extraordinary
      items;

                  


          

           

          
            
              	
                       
      

                    	
                      (i)

                    	
                      restructuring
      charges determined in accordance with FAS 146; and

                    
	 	 	 
	 	(j)	cumulative
      changes in GAAP from the Original Execution
Date.


            

          

           

          “Financial Quarter” means the
period commencing on the day immediately following any Quarter Date in each
year, and ending on the next succeeding Quarter Date.

           

          “Interest” means:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    interest
      and amounts in the nature of interest accrued in respect of any Financial
      Indebtedness (including without limitation, in respect of obligations
      under finance or capital leases or hire purchase
  payments);

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    discounts
      suffered and repayment premiums payable in respect of Financial
      Indebtedness, in each case to the extent applicable GAAP requires that
      such discounts and premiums be treated as or in like manner to
      interest;

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    discount
      fees and acceptance fees payable or deducted in respect of any Financial
      Indebtedness (including all fees payable in connection with any
      Documentary Credit, any other letters of credit or guarantees and any
      Ancillary Facility);

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    any
      other costs, expenses and deductions of the like effect and any net
      payment (or, if appropriate in the context, receipt) under any Hedging
      Agreement or like instrument, taking into account any premiums payable for
      the same, and the interest element of any net payment under any Hedging
      Agreement; and

                  


          

           

          
            	
                     
      

                  	
                    (e)

                  	
                    commitment
      and non-utilisation fees (including, without limitation, those payable
      under this Agreement) but excluding consent payments, agent’s and advisory
      fees, front-end, management, arrangement and participation fees and
      repayment premiums with respect to any Financial Indebtedness (including,
      without limitation, all those payable under the Finance
      Documents).

                  


          

           

          “Permitted Joint Venture Net Operating
Cash Flow” means the aggregate of the proportionate interests of each
member of the Group in any Permitted Joint Venture of such Joint Venture’s
Consolidated Net Income for such period adding back (or deducting as the case
may be) (only to the extent used in arriving at consolidated net income or loss
of such Joint Venture):

           

          
            	
                     
      

                  	
                    (a)

                  	
                    non-cash
      gains or losses, whether extraordinary, recurring or otherwise (excluding
      however any non-cash charge to the extent that it represents amortisation
      of a prepaid expense that was paid in a prior period or an accrual of, or
      a reserve for, cash charges or expenses in any future period), and
      including without limitation non-cash expenses for compensation relating
      to the granting of options and restricted stock, sale of stock and similar
      arrangements;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    income
      tax expense or benefit;

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    foreign
      currency transaction gains and losses and foreign currency translation
      differences;

                  


          

           

          
            	
                     
      

                  	
                    (d)

                  	
                    other
      non-operating gains and losses, including the costs of, and accounting
      for, financial instruments and gains and losses on disposals of fixed
      assets;

                  


          

           

          
            	
                     
      

                  	
                    (e)

                  	
                    share
      of income or losses from equity investments and minority
      interests;

                  


          

           

          
            	
                     
      

                  	
                    (f)

                  	
                    interest
      expense and interest income including, without limitation, amortisation of
      debt issuance cost and debt
discount;

                  


          

           

          
            	
                     
      

                  	
                    (g)

                  	
                    depreciation
      and amortisation;

                  


          

           

          
            	
                     
      

                  	
                    (h)

                  	
                    extraordinary
      items;

                  


          

           

          
            	
                     
      

                  	
                    (i)

                  	
                    restructuring
      charges determined in accordance with FAS 146;
  and

                  


          

           

          
            	
                     
      

                  	
                    (j)

                  	
                    cumulative
      changes in GAAP from the Original Execution
  Date.

                  


          

           

          “Permitted Joint Venture
Proceeds” means the cash proceeds of all payments of interest and
principal received under Financial Indebtedness and of all dividends,
distributions or other payments (including management fees) made by any
Permitted Joint Venture to any member of the Bank Group.

           

          “Quarter Date” means each of 31
March, 30 June, 30 September and 31 December in each financial year of the
Company.

           

          “Working Capital” means on any
date Current Assets less Current Liabilities.

           

          
            	
                     23.2

                  	
                    Ratios

                  


          

           

          With
effect from (and including) the end of the third full Financial Quarter after
the Merger Closing Date, the financial condition of the Group or the Bank Group,
as the case may be, as evidenced by the financial information provided pursuant
to paragraphs (a) and (b) of Clause 22.1 (Financial Statements) and the
Attached Working Paper referred to in Clause 22.5 (Compliance Certificates)
shall be such that:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Leverage
      Ratio: Consolidated Net Debt to Consolidated Operating
      Cashflow

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          Subject
to paragraph (f) below, Consolidated Net Debt as at:

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      any
      Quarter Date specified in the table in paragraph (d) of this
      Clause 23.2 that is before a Paydown Event; or

                                                    
	 	 	 	 
	 	 	(ii)	any Quarter Date
      specified in paragraph (e) of this Clause 23.2 that is on or after a
      Paydown
Event,


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          shall not
be more than X times Consolidated Operating Cashflow calculated on a rolling
twelve month basis ending on such Quarter Date, where X has the value indicated
for such Quarter Date in such table and, for the purposes of the calculation of
the Leverage Ratio as at any Quarter Date, giving pro forma effect to the
Utilisation of the B5 Facility and the B6 Facility.

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Interest
      Coverage Ratio: Consolidated Operating Cashflow to Consolidated Total Net
      Cash Interest
      Payable

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          Subject
to paragraph (f) below, Consolidated Operating Cashflow calculated on a
rolling twelve month basis ending on:

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      any
      Quarter Date specified in the table in paragraph (d) of this
      Clause 23.2 that is before a Paydown Event; or

                                                    
	 	 	 	 
	 	 	(ii)	any Quarter Date
      specified in paragraph (e) of this Clause 23.2 that is after a Paydown
      Event,


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          shall not
be less than Y times Consolidated Total Net Cash Interest Payable calculated on
a rolling twelve month basis, where Y has the value indicated for such period in
such table, provided that (to the extent applicable) in the case of the test
falling on 31 December 2006:

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      Consolidated
      Operating Cashflow shall be calculated in accordance with the principles
      specified in paragraph (d) of Clause 22.2 (Provisions relating to Bank
      Group Financial Information); and

                                                    
	 	 	 	 
	 	 	(ii)	Consolidated Total
      Net Cash Interest Payable shall be calculated by annualising (on the basis
      of the actual number of days in such period and a 365 day year) the
      Consolidated Total Net Cash Interest Payable for the period commencing on
      the Merger Closing Date and ending on 31 December
  2006.


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Debt
      Service Coverage Ratio: Bank Group Cash Flow to Consolidated Debt
      Service

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          Subject
to paragraph (f) below, Bank Group Cash Flow calculated for each rolling
twelve month period ending on:

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      each
      Quarter Date specified in the table in paragraph (d) of this
      Clause 23.2 that is before a Paydown Event; or

                                                    
	 	 	 	 
	 	 	(ii)	any Quarter Date
      specified in paragraph (e) of this Clause 23.2 that is on or after a
      Paydown
Event,


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          shall not
be less than Z times Consolidated Debt Service for such period where Z has the
value indicated for such period in such table provided that (to the extent
applicable) in the case of the test falling on 31 December 2006:

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      Bank
      Group Cash Flow shall be calculated in accordance with the principles
      specified in paragraph (d) of Clause 22.2 (Provisions relating to Bank
      Group Financial Information); and

                                                    
	 	 	 	 
	 	 	(ii)	Consolidated Debt
      Service shall be calculated by annualising (on the basis of the actual
      number of days in such period and a 365 day year) the Consolidated Debt
      Service for the period commencing on the Merger Closing Date and ending on
      31 December
2006.


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Ratio
      Table Prior to a Paydown
      Event

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          This is
one of the tables referred to in paragraphs (a) to (c) above.

           

          
            
              	 
      	 
      	
                      Leverage
      Ratio

                    	
                      Interest

                      Coverage
      Ratio

                    	
                      Debt
      Service Coverage Ratio

                    
	 
      	
                      Quarter
      Date

                    	
                      X

                    	
                      Y

                    	
                      Z

                    
	 
      	
                      31
      December 2006

                    	
                      5.45:1

                    	
                      2.30:1

                    	
                      1:1

                    
	 
      	
                      31
      March 2007

                    	
                      5.25:1

                    	
                      2.35:1

                    	
                      Not
      tested

                    
	 
      	
                      30
      June 2007

                    	
                      5.25:1

                    	
                      2.35:1

                    	
                      Not
      tested

                    
	 
      	
                      30
      September 2007

                    	
                      5.25:1

                    	
                      2.35:1

                    	
                      Not
      tested

                    
	 
      	
                      31
      December 2007

                    	
                      5.25:1

                    	
                      2.35:1

                    	
                      Not
      tested

                    
	 
      	
                      31
      March 2008

                    	
                      5.00:1

                    	
                      2.35:1

                    	
                      Not
      tested

                    
	 
      	
                      30
      June 2008

                    	
                      4.90:1

                    	
                      2.50:1

                    	
                      Not
      tested

                    
	 
      	
                      30
      September 2008

                    	
                      4.90:1

                    	
                      2.55:1

                    	
                      Not
      tested

                    
	 
      	
                      31
      December 2008

                    	
                      4.90:1

                    	
                      2.60:1

                    	
                      Not
      tested

                    
	 
      	
                      31
      March 2009

                    	
                      4.85:1

                    	
                      2.65:1

                    	
                      Not
      tested

                    
	 
      	
                      30
      June 2009

                    	
                      4.70:1

                    	
                      2.80:1

                    	
                      Not
      tested

                    
	 
      	
                      30
      September 2009

                    	
                      4.40:1

                    	
                      3.00:1

                    	
                      1:1

                    
	 
      	
                      31
      December 2009

                    	
                      4.15:1

                    	
                      3.15:1

                    	
                      1:1

                    
	 
      	
                      31
      March 2010

                    	
                      4.00:1

                    	
                      3.35:1

                    	
                      1:1

                    
	 
      	
                      30
      June 2010

                    	
                      4.00:1

                    	
                      3.55:1

                    	
                      1:1

                    
	 
      	
                      30
      September 2010

                    	
                      3.70:1

                    	
                      3.75:1

                    	
                      1:1

                    
	 
      	
                      31
      December 2010

                    	
                      3.60:1

                    	
                      3.75:1

                    	
                      1:1

                    
	 
      	
                      31
      March 2011

                    	
                      3.40:1

                    	
                      4.00:1

                    	
                      1:1

                    
	 
      	
                      30
      June 2011

                    	
                      3.25:1

                    	
                      4.00:1

                    	
                      1:1

                    
	 
      	
                      30
      September 2011

                    	
                      3.00:1

                    	
                      4.00:1

                    	
                      1:1

                    
	 
      	
                      31
      December 2011 and thereafter

                    	
                      3.00:1

                    	
                      4.00:1

                    	
                      1:1

                    


            

          

           

          
            
              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Ratio
      Table Following a Paydown
      Event

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          This is
one of the tables referred to in paragraphs (a) to (c) above.

           

          
            
              	 
      	 
      	
                      Leverage
      Ratio

                    	
                      Interest

                      Coverage
      Ratio

                    	
                      Debt
      Service Coverage Ratio

                    
	 
      	
                      Quarter
      Date

                    	
                      X

                    	
                      Y

                    	
                      Z

                    
	 
      	
                      30
      September 2008

                    	
                      4.90:1

                    	
                      2.55:1

                    	
                      Not
      tested

                    
	 
      	
                      31
      December 2008

                    	
                      4.90:1

                    	
                      2.60:1

                    	
                      Not
      tested

                    
	 
      	
                      31
      March 2009

                    	
                      4.85:1

                    	
                      2.60:1

                    	
                      Not
      tested

                    
	 
      	
                      30
      June 2009

                    	
                      4.70:1

                    	
                      2.60:1

                    	
                      Not
      tested

                    
	 
      	
                      30
      September 2009

                    	
                      4.40:1

                    	
                      2.60:1

                    	
                      1:1

                    
	 
      	
                      31
      December 2009

                    	
                      4.25:1

                    	
                      2.60:1

                    	
                      1:1

                    
	 
      	
                      31
      March 2010

                    	
                      4.25:1

                    	
                      2.60:1

                    	
                      1:1

                    
	 
      	
                      30
      June 2010

                    	
                      4.10:1

                    	
                      2.65:1

                    	
                      1:1

                    
	 
      	
                      30
      September 2010

                    	
                      4.00:1

                    	
                      2.70:1

                    	
                      1:1

                    
	 
      	
                      31
      December 2010

                    	
                      3.90:1

                    	
                      2.75:1

                    	
                      1:1

                    
	 
      	
                      31
      March 2011

                    	
                      3.75:1

                    	
                      2.85:1

                    	
                      1:1

                    
	 
      	
                      30
      June 2011

                    	
                      3.70:1

                    	
                      2.90:1

                    	
                      1:1

                    
	 
      	
                      30
      September 2011

                    	
                      3.60:1

                    	
                      3.00:1

                    	
                      1:1

                    
	 
      	
                      31
      December 2011

                    	
                      3.50:1

                    	
                      3.05:1

                    	
                      1:1

                    
	 
      	
                      31
      March 2012

                    	
                      3.50:1

                    	
                      3.10:1

                    	
                      1:1

                    
	 
      	
                      30
      June 2012

                    	
                      3.00:1

                    	
                      3.20:1

                    	
                      1:1

                    
	 
      	
                      30
      September 2012

                    	
                      3.00:1

                    	
                      4.00:1

                    	
                      1:1

                    
	 
      	
                      31
      December 2012 and thereafter

                    	
                      3.00:1

                    	
                      4.00:1

                    	
                      1:1

                    


            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        If
      any Compliance Certificate delivered pursuant to Clause 22.5 (Compliance
      Certificates) demonstrates that the ratio of Consolidated Net Debt
      to Consolidated Operating Cashflow in respect of the relevant Quarter Date
      for which such Compliance Certificate was delivered was 4.25:1 or lower,
      the covenants which are required to be tested pursuant to
      paragraphs (a), (b) and (c) above shall thereafter, and for so long
      as the ratio of Consolidated Net Debt to Consolidated Operating Cashflow
      as at each subsequent Quarter Date remains at 4.25:1 or lower, be tested
      on each alternative Quarter Date shown on the table in paragraph (d)
      above (prior to a Paydown Event), or, on or after a Paydown Event,
      paragraph (e) above.  In the event that any Compliance
      Certificate delivered pursuant to Clause 22.5 (Compliance
      Certificates) demonstrates that the ratio of Consolidated Net Debt
      to Consolidated Operating Cashflow in respect of any Quarter Date for
      which such Compliance Certificate was delivered exceeds 4.25:1, the
      covenants which are required to be tested pursuant to paragraphs (a),
      (b) and (c) above shall thereafter, and for so long as the ratio of
      Consolidated Net Debt to Consolidated Operating Cashflow as at each
      subsequent Quarter Date exceeds 4.25:1 be tested, in accordance with
      paragraphs (a), (b) and (c) above, on each subsequent Quarter
      Date.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     23.3

                  	
                    Equity
      Cure Right

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Subject
      to paragraph (b) below, if any Compliance Certificate delivered by
      the Company demonstrated that the Bank Group is in breach of any of the
      financial covenants set out in paragraphs (a), (b) or (c) of
      Clause 23.2 (Ratios) as at the
      relevant Quarter Date to which such Compliance Certificate relates, then
      the Company may, at its option, within 5 Business Days of delivery of such
      Compliance Certificate and without prejudice to the rights of the Lenders
      under Clause 27 (Events of Default) cure
      such breach (an “Equity
      Cure Right”) by procuring that the proceeds of any New Equity be
      contributed into the Bank Group and
      either:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      applied
      towards the prepayment of the Term Facilities; or

                                                    
	 	 	 	 
	 	 	(ii)	added back to the
      calculation of Consolidated Operating
Cashflow,


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          in each
case, in an amount which, if such test(s) were to be recalculated as at such
Quarter Date but giving effect to such application or add-back, such test(s)
would have been satisfied.

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        The
      Equity Cure Right shall be subject to the following
      conditions:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      subject
      to sub-paragraph (ii) below, such Equity Cure Right may not be used
      on more than three occasions over the life of the
    Facilities;

                                                    
	 	 	 	 
	 	 	(ii)	in the case of an
      add-back to the calculation of Consolidated Operating Cashflow, such
      Equity Cure Right may only be used on one occasion over the life of the
      Facilities, and in an amount not exceeding £100
  million;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(iii)	
                                                      in
      the case of an add-back to the calculation of Consolidated Operating
      Cashflow, such add-back may not be rolled forward or otherwise taken into
      account on any subsequent Quarter Date on which such financial covenants
      are to be tested; and

                                                    
	 	 	 	 
	 	 	(iv)	such Equity Cure
      Right may not be used for any two consecutive Quarter
  Dates.


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Any
      proceeds of New Equity which are contributed into the Bank Group for the
      purposes specified above, shall thereafter be retained within the Bank
      Group.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     23.4

                  	
                    Currency
      Calculations

                  


          

           

          Where any
financial information with reference to which any of the covenants in
Clause 23.2 (Ratios) are tested states
amounts in a currency other than Sterling such amounts shall, for the purposes
of testing such covenants be converted from such currency into Sterling at the
rate used in such financial information for the purpose of converting such
amounts from Sterling into the currency in which they are stated in such
financial information or where no such rate is stated in such financial
information at an appropriate rate selected by the Company, acting
reasonably.

           

          
            	
                     23.5

                  	
                    Pro
      Forma Calculations

                  


          

           

          For the
purposes of testing compliance with the financial covenants set out in
Clause 23.2 (Ratios), the calculation of
such ratios shall be made on a pro forma basis giving effect to all material
acquisitions and disposals made by the Bank Group during the relevant period of
calculation based on historical financial results of the items being acquired or
disposed of.

           

          
            	
                     24.

                  	
                    POSITIVE UNDERTAKINGS

                  


          

           

          
            	
                     24.1

                  	
                    Application
      of Advances

                  


          

           

          The
Parent shall each ensure that the proceeds of each Advance made under this
Agreement are applied exclusively for the applicable purposes specified in
Clause 2.4 (Purpose).

           

          
            	
                     24.2

                  	
                    Financial
      Assistance and Fraudulent
Conveyance

                  


          

           

          The
Parent and each Obligor shall (and the Company shall procure that each member of
the Bank Group shall) ensure that its execution of the Finance Documents to
which it is a party and the performance of its obligations thereunder does not
contravene any applicable local laws and regulations concerning fraudulent
conveyance, financial assistance by a company for the acquisition of or
subscription for its own shares or the shares of its parent or any other company
or concerning the protection of shareholders’ capital.

           

          
            	
                     24.3

                  	
                    Necessary
      Authorisations

                  


          

           

          The
Parent and each Obligor shall (and the Company shall procure that each member of
the Bank Group shall):

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        obtain,
      comply with and do all that is necessary to maintain in full force and
      effect all Necessary Authorisations, except where a failure to do so could
      not reasonably be expected to have a Material Adverse Effect;
      and

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        promptly
      upon request of the Facility Agent, supply certified copies to the
      Facility Agent of any such Necessary Authorisations so
      requested.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     24.4

                  	
                    Compliance
      with Applicable Laws

                  


          

           

          The
Parent and each Obligor shall (and the Company shall procure that each member of
the Bank Group shall) comply with all applicable laws to which it is subject in
respect of the conduct of its business and the ownership of its assets
(including, without limitation, all Statutory Requirements), in each case, where
a failure so to comply could reasonably be expected to have a Material Adverse
Effect.

           

          
            	
                     24.5

                  	
                    Insurance

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Each
      Obligor shall (and the Company shall procure that each member of the Bank
      Group shall) effect and maintain insurances on and in relation to its
      business and assets against such risks and to such extent as is necessary
      or usual for prudent companies carrying on a business such as that carried
      on by such Obligor or member of the Bank Group with either a Captive
      Insurance Company or a reputable underwriter or insurance company except
      to the extent disclosed in the Group’s public disclosure documents or to
      the extent that the failure to so insure could not reasonably be expected
      to have a Material Adverse
      Effect.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      The
      Company shall (upon the reasonable request of the Facility Agent) supply
      the Facility Agent with copies of all such insurance policies or
      certificates of insurance in respect thereof or (in the absence of the
      same) such other evidence of the existence of such policies as may be
      reasonably acceptable to the Facility
      Agent

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     24.6

                  	
                    Intellectual
      Property

                  


          

           

          Each
Obligor shall (and the Company shall procure that each member of the Bank Group
shall):

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        take
      all necessary action to safeguard and maintain its rights, present and
      future, in or relating to all Intellectual Property Rights owned, used or
      exploited by it and which are material to the Group Business (including,
      without limitation, paying all applicable renewal fees, licence fees and
      other outgoings) save where a failure to do so could not reasonably be
      expected to have a Material Adverse Effect;
      and

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        notify
      the Facility Agent promptly of any infringement or suspected infringement
      or any challenge to the validity of any of the present or future
      Intellectual Property Rights owned, used or exploited by it and which are
      material to the Group Business which may come to its notice and it will
      supply the Facility Agent with all information in its possession relating
      thereto if the same could reasonably be expected to have a Material
      Adverse Effect and take all necessary steps (including, without
      limitation, the institution of legal proceedings) to prevent third parties
      infringing such Intellectual Property Rights to the extent that failure to
      do so could reasonably be expected to have a Material Adverse
      Effect.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     24.7

                  	
                    Ranking
      of Claims

                  


          

           

          Subject
to the Reservations, the Parent and each Obligor shall ensure that at all times
the claims of the Finance Parties against it under the Finance Documents to
which it is a party rank at least pari passu with the claims of
all its unsecured, unsubordinated creditors save those whose claims are
preferred by any bankruptcy, insolvency, liquidation or similar laws of general
application.

           

          
            	
                     24.8

                  	
                    Pay
      Taxes

                  


          

           

          Each
Obligor shall procure and the Company shall procure that each member of the Bank
Group shall ensure that, at all times, there are no material claims or
liabilities which are asserted against it in respect of tax, save to the extent
the relevant Obligor or in the case of any other member of the Bank Group, the
Company (as the case may be) can demonstrate that the same are being contested
in good faith on the basis of appropriate professional advice and that proper
reserves have been established therefor to the extent required by applicable
generally accepted accounting principles.

           

          
            	
                     24.9

                  	
                    Hedging

                  


          

           

          The
Company shall (or shall procure that the Parent shall):

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        enter
      into and maintain hedging arrangements with Hedge Counterparties, by way
      of interest rate swap transaction, basis swap, forward rate transaction,
      interest rate option, foreign exchange transaction, cap transaction, floor
      transaction, collar transaction, currency swap transaction, cross-currency
      rate swap transaction, currency option or any similar derivative
      transaction, or any combination of the foregoing, for the purpose of
      limiting the Bank Group’s exposure to adverse movements in interest rates
      or foreign exchange in relation to the Facilities, the Bridge Facility (or
      the Alternative Bridge Facility, as the case may be), the New High Yield
      Notes (if applicable) and the Additional High Yield Notes as
      follows:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      interest
      rate hedging (or fixed rate debt, for which purposes, outstanding advances
      under the Bridge Facility shall be deemed to constitute fixed rate debt
      prior to the issuance of Exchange Notes or the issuance of the New High
      Yield Notes) required to ensure that interest is payable at fixed rates on
      not less than 662⁄3% of the combined aggregate principal amount outstanding
      as at the Merger Closing Date, under the Facilities and the Bridge
      Facility (or the Alternative Bridge Facility, as the case may be) (or, if
      applicable, the New High Yield Notes and the Additional High Yield Notes),
      for a period of not less than 3 years from the Merger Closing Date
      (provided that for this purpose the principal amount of any fixed rate
      Existing High Yield Notes, fixed rate Additional High Yield Notes and any
      fixed rate New High Yield Notes shall be included in the calculation of
      such minimum hedging requirement); and

                                                    
	 	 	 	 
	 	 	(ii)	
                                                      currency rate
      hedging in respect of 100% of the aggregate principal amount of
      the  Facilities which are denominated in euros or Dollars (if
      applicable) for a period of not less than 3 years from the Merger Closing
      Date;

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(iii)	
                                                          currency
      rate hedging in respect of 100% of interest payable in euros and Dollars
      under the Facilities (if applicable), for a period of not less than 3
      years from the Merger Closing Date;

                                                        
	 	 	 	 
	 	 	(iv)	
                                                          currency
      rate hedging in respect of 100% of the coupon payable in euros and Dollars
      under the New High Yield Notes (if applicable), for a period up to the
      applicable first call date in respect of such New High Yield Notes;
      and

                                                        
	 	 	 	 
	 	 	(v)	currency rate
      hedging in respect of 100% of the coupon payable in euros andDollars under
      the Additional High Yield Notes (if applicable), for a period upto the
      applicable first call date in respect of such Additional High Yield
      Notes,


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          in each
case within 6 months of the Merger Closing Date other than:

          
            
              
                 

              

            

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	
                                                        (1)

                                                      	
                                                        
                                                          in
      the case of the hedging arrangements required to be entered into under
      sub-paragraph (a)(i) above, those hedging arrangements relating to
      the A1 Facility and the B1 Facility which shall be required to be
      implemented within 6 months of the Baseball Effective
      Date;

                                                        

                                                      
	 	 	 	 
	 	 	
                                                        (2)

                                                      	
                                                        in
      the case of the hedging arrangements required to be entered into under
      sub-paragraphs (a)(ii) and (a)(iii) above, those hedging arrangements
      relating to the B6 Facility, which shall be required to be implemented
      within 3 months of first Utilisation of the B6 Facility;
    and

                                                      
	 	 	 	 
	 	 	
                                                        (3)

                                                      	
                                                        in
      the case of the hedging arrangements required to be entered into under
      sub-paragraphs (a)(iv) and (a)(v) above, those hedging arrangements
      relating to the New High Yield Notes or Additional  High Yield
      Notes, which shall be required to be implemented within 6 months of the
      date of issuance of such New High Yield Notes or Additional High Yield
      Notes;

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        within
      6 months of the date of any High Yield Refinancing, enter into and
      maintain hedging arrangements with Hedge Counterparties for the purpose of
      limiting the Bank Group’s exposure to adverse movements in interest rates
      or foreign exchange in relation to such High Yield
      Refinancing  for the relevant remaining period specified in the
      Existing NTL Senior Credit Facilities Agreement to the extent that the
      Company would have been obliged to enter into hedging arrangements in
      respect of such High Yield Refinancing thereunder (in the case of a
      refinancing of Existing High Yield Notes) or for the relevant periods
      specified in sub-paragraphs (a)(i), (a)(iv) (in the case of a
      refinancing of New High Yield Notes) or (a)(v) (in the case of a
      refinancing of Additional High Yield Notes)
      above;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        ensure
      that the hedging arrangements required pursuant to this Clause 24.9
      are Existing Hedging Agreements or are entered into in the form of
      Acceptable Hedging Agreements;
      and

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        as
      soon as reasonably practicable following request by the Facility Agent
      provide the Facility Agent with certified true copies of each such Hedging
      Agreement entered
      into,

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          provided
that the Company shall not be in breach of this Clause 24.9 if the Company
fails to enter into the hedging arrangements required under paragraphs (a)
and (b) by the relevant times specified in paragraphs (a) and (b) if during
the time between the Original Execution Date and the date on which such hedging
arrangements are required to be implemented:

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      none
      of the Lenders or their Affiliates is willing to enter into Hedging
      Agreements to effect the hedging arrangements required by
      paragraphs (a) or (b), as the case may be; or

                                                    
	 	 	 	 
	 	 	(ii)	
                                                      where a Lender or
      its Affiliate is willing to enter into such hedging arrangements, the
      terms of such hedging arrangements are, in the reasonable opinion of the
      Administrative Agent and the Mandated Lead Arrangers and having regard to
      the creditworthiness of the Company and current market conditions,
      considered to be unreasonable, or where in the opinion of the
      Administrative Agent and the Mandated Lead Arrangers, acting reasonably,
      such hedging arrangements would cause material adverse tax-related
      implications for any member of the
Group.

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            	
                     24.10

                  	
                    Pension
      Plans

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        The
      Company shall use reasonable endeavours to ensure that all pension plans
      maintained and operated by it or any member of the Bank Group, generally
      for the benefit of employees of any member of the Bank Group are
      maintained and operated and have been valued by an actuary appointed by
      the Company in accordance with all applicable laws from time to time and
      that the employer contributions are assessed and paid in all material
      respects in accordance with the governing provisions of such schemes and
      all laws applicable thereto, in each case, save to the extent that any
      failure to do so could not reasonably be expected to have a Material
      Adverse
  Effect.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          Without
prejudice to the generality of Clause 24.10(a):

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        The
      Company shall ensure that, except for the NTL Pension Plan, the NTL 1999
      Pension Scheme, Cablevision Pension Scheme and Workplace Technology
      Pension schemes (the “UK
      DB Schemes”), each UK Pension Scheme is, or has at any time been, a
      money purchase scheme as defined in s181 of the Pension Schemes Act 1993)
      and no member of the Group is, for the purposes of either s38 or s43 of
      the Pensions Act 2004, connected with or an associate of any employer of
      an occupational pension scheme which is not a money purchase
      scheme.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Each
      Participating Employer shall ensure that, in relation to each UK Pension
      Scheme, no circumstance or event occurs and no action or omission is taken
      which has or is reasonably likely to have a Material Adverse Effect
      (including, without limitation, any Participating Employer ceasing to
      employ any member of such a pension scheme or, in the case of any UK DB
      Scheme, the issue of a Financial Support Direction or Contribution Notice
      to any member of the
      Group).

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        The
      Company shall promptly notify the Facility Agent of any change in the rate
      of contributions to any UK DB Schemes, paid or recommended to be paid
      (whether by the scheme actuary or otherwise) or required by law or
      otherwise which might reasonably be expected to have a Material Adverse
      Effect.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Each
      Obligor shall immediately notify the Facility Agent of any investigation
      or proposed investigation by the Pensions Regulator which it has been
      informed may lead to the issue of a Financial Support Direction or a
      Contribution Notice to it or any member of the Bank
      Group.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Each
      Obligor shall immediately notify the Facility Agent if it receives a
      Financial Support Direction or a Contribution Notice from the Pensions
      Regulator.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     24.11

                  	
                    Environmental
      Matters

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Each
      Obligor shall (and the Company shall procure that each member of the Bank
      Group
  shall):

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

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

                                                    
	 	 	 	 
	 	 	(ii)	obtain all
      Environmental Licences required or desirable in connection with the
      business it carries on;
and


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(iii)	
                                                          comply
      with the terms of all such Environmental
  Licences,

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          in each
case where failure to do so could reasonably be expected to have a Material
Adverse Effect.

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Each
      Obligor shall (and the Company shall procure that each member of the Bank
      Group shall) promptly notify the Facility Agent of any Environmental Claim
      (to the best of such Obligor’s or member of the Bank Group’s knowledge and
      belief) pending or threatened against it which, if substantiated, could
      reasonably be expected to have a Material Adverse
      Effect.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      No
      Obligor shall (and the Company shall procure that no member of the Bank
      Group shall) permit or allow to occur any discharge, release, leak,
      migration or other escape of any Hazardous Substance into the Environment
      on, under or from any property owned, leased, occupied or controlled by
      it, where such discharge, release, leak, migration or escape could
      reasonably be expected to have a Material Adverse
      Effect.

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     24.12

                  	
                    Further
      Assurance

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        The
      Parent and each Obligor shall (and the Company shall procure that each
      member of the Bank Group shall) at its own expense, promptly take all such
      reasonable action as the Facility Agent or the Security Trustee may
      require for the purpose of complying with the provisions of
      paragraph (b) and for the registration or filing of any Security
      Documents delivered pursuant thereto with all appropriate authorities to
      the extent necessary for the purposes of perfecting the Security created
      thereunder.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        The
      Company
  shall:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      subject
      to the proviso below and except as otherwise provided in this
      Clause 24.12, procure that the 80% Security Test is satisfied, at the
      end of each financial year during the term of the Facilities where such
      percentage is calculated by reference to the annual financial information
      relating to the Bank Group most recently delivered pursuant to
      Clause 22.1 (Financial Statements)
      and certified in the relevant Compliance Certificate accompanying the
      same;

                                                    
	 	 	 	 
	 	 	(ii)	procure that in
      relation to any member of the Bank Group which becomes a Borrower for the
      purposes of this Agreement, the immediate Holding Company of such Borrower
      shall also become a Guarantor hereunder;
and


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(iii)	
                                                          procure
      that each Obligor which is or becomes a party to this Agreement in such
      capacity under sub-paragraph (i) above shall have delivered to the
      Security Trustee, one or more Security Documents granting security over
      all or substantially all of its assets other than any shares in,
      receivables owed by or any other interest in any Bank Group Excluded
      Subsidiary, Project Company or Joint Venture or any other asset which is
      of a type excluded from existing corresponding Security Documents, or
      which the Security Trustee agrees may be excluded from the Security
      granted under the Security Documents (provided that the Security Trustee
      shall not agree to exclude any asset of an Obligor from the Security where
      the net book value of such asset exceeds £10 million (or its equivalent in
      other currencies) without the prior consent of an Instructing Group (not
      to be unreasonably withheld or
delayed)).

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        A
      breach of sub-paragraph (b) shall not constitute a Default
      if:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      one
      or more members of the Bank Group become Obligors in accordance with
      Clause 26.1 (Acceding Borrowers) and
      Clause 26.2 (Acceding
      Guarantors) within
      5 Business Days of the delivery of a Compliance Certificate by the
      Borrower demonstrating that the 80% Security Test is not satisfied;
      and

                                                    
	 	 	 	 
	 	 	(ii)	
                                                      the Facility Agent
      (acting reasonably) is satisfied that the 80% Security Test would have
      been satisfied on the relevant Quarter Date if such Compliance Certificate
      had been prepared on the basis that such members of the Bank Group had
      been  Obligors as at that Quarter
  Date.

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        In
      relation to any provision of this Agreement which requires the Obligors or
      any member of the Bank Group to deliver a Security Document for the
      purposes of granting any guarantee or Security for the benefit of the
      Finance Parties, the Security Trustee agrees to execute as soon as
      reasonably practicable, any such guarantee or Security Document which is
      presented to it for
      execution.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        At
      any time after an Event of Default has occurred and whilst such Event of
      Default is continuing, each Obligor shall, at its own expense, take any
      and all action as the Security Trustee may deem necessary for the purposes
      of perfecting or otherwise protecting the Lenders’ interests in the
      Security constituted by the Security
      Documents.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     24.13

                  	
                    Centre
      of Main Interests

                  


          

           

          No
Obligor incorporated or otherwise existing under the laws of England & Wales
shall (and the Company shall procure that no other member of the Bank Group
incorporated or otherwise existing under the laws of England & Wales shall),
without the prior written consent of an Instructing Group, cause or allow its
Centre of Main Interests to change to a country other than England.

           

          
            	
                     24.14

                  	
                    Group
      Structure Chart

                  


          

           

          If there
is a material change or inaccuracy in the corporate structure of the Bank Group
or any Holding Companies of the Company from that set out in the Group Structure
Chart most recently delivered to the Facility Agent, including upon consummation
of the Merger, the Company shall deliver or procure that there is delivered to
the Facility Agent, as soon as practicable upon becoming available, an updated
Group Structure Chart containing information sufficient to evidence the matters
set out in paragraphs (a) to (d) of Clause 21.19 (Structure) and showing such
material change or correcting such inaccuracy.

           

          
            	
                     24.15

                  	
                    Contributions
      to the Bank Group

                  


          

           

          The
Company shall procure that any monies which are at any time contributed by any
member of the Group to any member of the Bank Group shall be contributed by way
of Subordinated Funding, by way of an investment through capital contribution or
a subscription or issuance of securities or convertible unsecured loan stock in
the relevant member of the Bank Group.

           

          
            	
                     24.16

                  	
                    “Know
      your client” checks

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Each
      Obligor shall promptly upon the request of the Facility Agent or any
      Lender and each Lender shall promptly upon the request of the Facility
      Agent supply, or procure the supply of, such documentation and other
      evidence as is reasonably requested by the Facility Agent (for itself or
      on behalf of any Lender) or any Lender (for itself or on behalf of any
      prospective Transferee in order for the Facility Agent, such Lender or any
      prospective Transferee to carry out and be satisfied with the results of
      all necessary “know your client” or other applicable anti-money laundering
      checks in relation to the identity of any person that it is required to
      carry out in relation to the transactions contemplated in the Finance
      Documents.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        The
      Company shall, by not less than 3 Business Days written notice to the
      Facility Agent, notify the Facility Agent (which shall promptly notify the
      Lenders) of its intention to request that one of its wholly-owned
      Subsidiaries becomes an Acceding Obligor pursuant to Clause 26 (Acceding Group
      Companies) (provided that no such notice shall be required to be
      given in respect of any Obligor where any such person is required or
      intends to accede to this Agreement pursuant to Clause 3.4 (Baseball Conditions
      Subsequent).

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Following
      the giving of any notice pursuant to paragraph (b) above, the Company
      shall promptly upon the request of the Facility Agent or any Lender
      supply, or procure the supply of, such documentation and other evidence as
      is reasonably requested by the Facility Agent (for itself or on behalf of
      any Lender) or any Lender (for itself or on behalf of any prospective
      Transferee to carry out and be satisfied with the results of all necessary
      “know your client” or other applicable anti-money laundering checks in
      relation to the identity of any person that it is required to carry out in
      relation to the accession of such Acceding Borrower or Acceding Guarantor
      to this
    Agreement.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     24.17

                  	
                    Change
      in Auditors

                  


          

           

          The
Obligors shall ensure that its auditors are (and in the case of the Company, the
Bank Group’s auditors are) any one of the Permitted Auditors provided that in
the event of any change in such auditors (other than in connection with the
Merger), the relevant Obligor (or the Company, in the case of any change to the
Bank Group’s auditors) shall promptly notify the Facility Agent of such
change.

           

          
            	
                     24.18

                  	
                    Syndication

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Each
      of the Obligors shall (and the Company shall procure that each member of
      the Bank Group shall) co-operate with and assist the Mandated Lead
      Arrangers in connection with the primary syndication of the Facilities
      (other than the B5 Facility and the B6 Facility) in a manner consistent
      with normal market practice including (but not limited to)
      by:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      providing
      such financial and other information relating to the Group as the Mandated
      Lead Arrangers, acting reasonably, may deem necessary to achieve
      Successful Syndication provided that no such information shall be required
      to be so provided to the extent that the same would require a filing to be
      made by any Obligor with the SEC as a result thereof;

                                                    
	 	 	 	 
	 	 	(ii)	in line with normal
      market practice, assisting the Mandated Lead Arrangers in the preparation
      of any supplemental materials to the Information
  Memoranda;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(iii)	
                                                      allow
      attendance by senior management of the Ultimate Parent and the Company at
      one or more bank presentations or meeting with potential lenders at such
      times and places as the Mandated Lead Arrangers may agree with the
      Ultimate Parent and the Company; and

                                                    
	 	 	 	 
	 	 	(iv)	use reasonable
      efforts to ensure that the syndication efforts benefit from the Group’s
      existing lending
relationships,


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          provided
that no Obligor shall be required to provide any information where, having
regard to the relevance of that information to the achievement of Successful
Syndication, it would be unreasonable to do so.

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Without
      prejudice to the provisions of paragraph (a), no Obligor shall be
      required to take any action or to deliver any information that would
      conflict with any applicable Law to which it is bound or other applicable
      regulation including the Takeover Code, US Federal securities laws, the
      laws of Delaware, or to provide any disclosures that would require a
      filing with the U.S. Securities and Exchange Commission, or cause it or
      any of its Subsidiaries to breach any applicable confidentiality
      undertaking to which it is bound or which might prejudice its entitlement
      to or retention of legal privilege in any document.  In the
      event that the Mandated Lead Arrangers request any information to be
      disclosed or action to be taken which is subject to a confidentiality
      undertaking, the Parent or the relevant Obligor as the case may be, shall
      use its reasonable endeavours to obtain the consent of the relevant
      beneficiary of such confidentiality undertaking to such action in order to
      allow such disclosure or action to be
      taken.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     24.19

                  	
                    Assets

                  


          

           

          Each
Obligor shall (and the Company shall procure that each member of the Bank Group
shall) maintain and preserve all of its assets that are necessary in the conduct
of its business as it is conducted from time to time, in good working order and
condition subject to ordinary wear and tear where any failure to do so could be
reasonably expected to have a Material Adverse Effect.

           

          
            	
                     24.20

                  	
                    ERISA

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        As
      soon as possible and, in any event, within 20 days after a Borrower or any
      Obligor knows or has reason to know of the occurrence of any of the events
      specified in paragraph (b) of this Clause 24.20, such Borrower
      or such Obligor will deliver to the Facility Agent in sufficient copies
      for each Lender a certificate of the chief financial officer of such
      Borrower or such Obligor setting out full details as to such occurrence
      and the action, if any, that the relevant member of the Group or ERISA
      Affiliate is required or proposes to take, together with any notices
      required or proposed to be given or filed by such member of the Group, the
      Plan administrator or such ERISA Affiliate to or with any government
      agency, or a Plan participant and any notices received by such member of
      the Group or ERISA Affiliate from any government agency, or a Plan
      participant with respect to
      it.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        The
      events referred to in paragraph (a) of this Clause 24.20
      are:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      any
      contribution required to be made with respect to a Plan or Foreign Pension
      Plan is not made before or within 30 days following the time limit
      therefor;

                                                    
	 	 	 	 
	 	 	(ii)	
                                                      any member of the
      Group or any ERISA Affiliate incurs or is reasonably expected to incur any
      material liability with respect to a Plan under section 4975 or 4980 of
      the Code or section 409, 502(i) or 502(l) of ERISA or with respect to a
      group health plan (as defined in section 607(1) of ERISA or section
      4980B(g)(2) of the Code) maintained by a Borrower or any member of the
      Group under section 4980B of the Code;
and

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(iii)	
                                                          any
      member of the Group incurs or reasonably expects to incur any material
      liability pursuant to any employee welfare benefit plan (as defined in
      section 3(1) of ERISA) that provides benefits to retired employees or
      other former employees (other than as required by section 601 of
      ERISA).

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Subject
      to all applicable data protection laws, the Ultimate Parent shall procure
      that each member of the Group will deliver to the Facility Agent in
      sufficient copies for each of the
      Lenders:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     
      

                  	
                     

                  


          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      a
      complete copy of the annual report (on Internal Revenue Service Form
      5500-series (including, to the extent required, the related financial and
      actuarial statements and opinions and other supporting statements,
      certifications, schedules and information)) of each Plan required to be
      filed with the Internal Revenue Service and/or the Department of
      Labor;

                                                    
	 	 	 	 
	 	 	(ii)	copies of annual
      reports and any records, documents or other information required to be
      furnished by such member of the Group or any ERISA Affiliate with respect
      to any Plan to any government agency;
and


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(iii)	
                                                      any
      material notices received by a member of the Group or any ERISA Affiliate
      with respect to any Plan or Foreign Pension Plan, in the case of each of
      (i), (ii), and (iii), no later than 30 days (or 10 days in the case of
      this paragraph (iii)) after the date such annual report has been
      filed with the Internal Revenue Service and/or the Department of Labor or
      such records, documents and/or information has been furnished to any other
      government agency or such notice has been received by such member of the
      Group or ERISA Affiliate, as applicable.

                                                    
	 	 	 	 
	 	 	(iv)	
                                                      The Ultimate Parent
      shall procure that each member of the Group shall ensure that all Foreign
      Pension Plans administered by them or into which they make payments,
      obtain or retain (as applicable) registered status under and as required
      by applicable law and are administered in a timely manner in all respects
      in compliance with all applicable laws, in the case of each of the
      foregoing, except where the failure to do any of the foregoing will not
      have a Material Adverse
Effect.

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            	
                     24.21

                  	
                    Steps
      Paper

                  


          

           

          The
Ultimate Parent shall (and it shall procure that each member of the Group shall,
as applicable) implement each of the steps required for the consummation of the
Merger and reorganisation of the Group in accordance with the Steps Paper and in
particular, without limitation to the foregoing provision:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        on
      the Merger Closing Date, to implement each of Steps 1 and 2 set out in the
      page headed “Combination
      of NTL and Telewest” of the Steps Paper culminating in the
      structure set out on the page headed “Interim Structure After Step
      2;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        to
      implement each of the Steps 3 to 10 set out on the pages headed “Post-Combination Restructuring
      - Second Alternative (Structure 2)” of the Steps Paper, culminating
      in the structure set out on the page headed “Second Alternative (Structure
      2) – Final Structure”, such that all of those steps are completed
      on the Structuring
      Date;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        if
      the Baseball Effective Date occurs prior to the Structuring Date (and Step
      V1 and V2 described below can be implemented prior to the Structuring
      Date), to implement each of the Steps V1 and V2 on the page headed “Acquisition of Virgin Mobile
      Pre-Restructuring”, culminating in the structure set out on the
      page headed “After
      Virgin Mobile Pre-Restructuring”, such that both of those steps are
      completed on the same Business Day, on a date falling not more than 15
      days after the Baseball Effective Date;
      and

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        if
      the Baseball Effective Date occurs after the Structuring Date (or Steps V1
      and V2 referred to above cannot be implemented before the Structuring
      Date) and the provisions of paragraph (b) above have been
      implemented, to implement each of the Steps 0a and 0b on the page headed
      “Structure 2
      Virgin Mobile
      Acquisition”, culminating in the structure set out on the page
      headed “Structure 2
      Post-Virgin
      Mobile Acquisition”, such that both of those steps are completed on
      the same Business Day, on a date falling not more than 15 days after the
      Baseball Effective
      Date,

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          in each
case, with such amendments, variations or modifications as the Ultimate Parent
shall deem necessary, provided that no such amendment, variation or modification
could reasonably be expected to be materially adverse to the interests of the
Lenders.

           

          
            	
                     24.22

                  	
                    Baseball
      Scheme Undertakings

                  


          

           

          Other
than with the consent of a Baseball Instructing Group, acting reasonably (which
consent shall be deemed to have been given if not given or refused within 48
hours of request) Baseball Cash Bidco shall comply and the Company shall procure
that Baseball Stock Bidco shall comply, with each of the following
covenants:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        it
      shall ensure that the Baseball Scheme Circular is on substantially the
      terms set out in the Baseball Press Release, other than with respect to
      any amendments which could not reasonably be expected to be materially
      prejudicial to the interests of the
      Lenders;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        it
      shall not make any amendments to the Baseball Implementation Agreement,
      other than with respect to any amendments which could not reasonably be
      expected to be materially prejudicial to the interests of the
      Lenders;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        it
      shall ensure that the Baseball Scheme Circular is posted within 28 days of
      issuance of the Baseball Press Release, or if later, as soon as
      practicable after the date on which the Court convenes a meeting of the
      shareholders of Baseball to consider the Baseball
      Scheme;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        it
      shall comply with all applicable laws and regulations (including, without
      limitation, the Act, the Financial Services and Markets Act 2000, the
      Takeover Code (subject to any applicable waivers by the Takeover Panel)
      and the Listing Rules of the Financial Services Authority (as
      applicable);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        it
      shall keep the Facility Agent informed of the material developments of the
      Baseball Scheme and the Baseball Acquisition and notify the Facility Agent
      of any circumstances which may lead to withdrawal of the Baseball Scheme
      or the Baseball
      Acquisition;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        it
      shall provide the Facility Agent with any material updated financial
      information on the Baseball Group, and such other information relevant to
      the Baseball Scheme and the Baseball Acquisition as the Facility Agent may
      reasonably request (including without limitation, copies of any press or
      public announcements and any material documents or statements issued by
      the Takeover Panel or any regulatory authority in connection with the
      Baseball Scheme or the Baseball
      Acquisition);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(g)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        it
      shall not increase the cash price per share under the cash only option at
      which the Baseball Acquisition is
      being  made;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(h)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        it
      shall not waive or amend any condition to the Baseball Scheme as set out
      in the Baseball Scheme Documents, except in any case where such amendment
      or
  waiver:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      could
      not reasonably be expected to be materially prejudicial to
      the interests of the Lenders; or

                                                    
	 	 	 	 
	 	 	(ii)	is
      required by the Takeover Panel, the Takeover Code, the rules or
      requirements of any stock exchange with jurisdiction over Baseball Cash
      Bidco or any other applicable law or
regulation;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(i)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        it
      shall not make any public statements relating to the financing of the
      Baseball Acquisition unless required to do so by the Takeover Code or
      Takeover Panel, any applicable stock exchange with jurisdiction over
      Baseball Cash Bidco or any applicable governmental or other regulatory
      authority;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(j)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        it
      shall ensure that neither of the Baseball Bidcos, nor (using all
      reasonable endeavours) any person Acting in Concert (as defined in the
      Takeover Code) with them, shall be obliged to make an offer to
      shareholders of Baseball under Rule 9 of the Takeover
      Code;  and

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(k)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        it
      shall procure that as soon as reasonably practicable, after the Baseball
      Effective Date, Baseball is delisted and re-registered as a private
      company.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     25.

                  	
                    NEGATIVE UNDERTAKINGS

                  


          

           

          
            	
                     25.1

                  	
                    Content
      Transaction

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Notwithstanding
      any other provisions of this Agreement, no Content Transaction shall be
      restricted by (nor deemed to constitute a utilisation of any of the
      permitted exceptions to) any provision of this Agreement, neither shall
      the implementation of any Content Transaction constitute a breach of any
      provision of any Finance Document, provided
      that:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      the
      cash proceeds of any Content Transaction are applied in accordance with
      Clause 12 (Mandatory Prepayment and
      Cancellation);

                                                    
	 	 	 	 
	 	 	(ii)	after giving pro
      forma effect for such Content Transaction, the Group and the Bank Group
      continue to be in compliance with Clause 23.2 (Ratios);
  and


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(iii)	
                                                          at
      the time of completion of such Content Transaction, no Event of Default
      has occurred and is continuing and no Event of Default would occur as a
      result of such Content
Transaction.

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Any
      Joint Venture established pursuant to a Content Transaction shall
      thereafter not be subject to any restrictions under this
      Agreement.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     25.2

                  	
                    Negative
      Pledge

                  


          

           

          No
Obligor shall (and the Company shall procure that no member of the Bank Group
shall), without the prior written consent of an Instructing Group, create or
permit to subsist any Encumbrance over all or any of its present or future
revenues or assets other than an Encumbrance:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        which
      is an Existing Encumbrance set out
      in:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      Part
      1A of Schedule 10 (Existing Encumbrances)
      provided that such Encumbrance is released within 10 Business Days of the
      Merger Closing Date; or

                                                    
	 	 	 	 
	 	 	(ii)	Part 1B of Schedule
      10 (Existing
      Encumbrances) provided that the principal amount secured thereby
      may not be increased unless any Encumbrance in respect of such increased
      amount would be permitted under another paragraph of this
      Clause 25.2;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        which
      arises by operation of Law or by a contract having a similar effect or
      under an escrow arrangement required by a trading counterparty of any
      member of the Bank Group and in each case arising or entered into the
      ordinary course of business of the relevant member of the Bank
      Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        which
      is created pursuant to any of the Finance Documents (including, for the
      purposes of securing any Alternative Baseball Financing) and any Bridge
      Finance
    Documents;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        arising
      from any Finance Leases, sale and leaseback arrangements or Vendor
      Financing Arrangements permitted to be incurred pursuant to
      Clause 25.4 (Financial
      Indebtedness);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        which
      arises in respect of any right of set-off, netting arrangement, title
      transfer or title retention arrangements
      which:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      arises
      in the ordinary course of trading and/or by operation of
    Law;

                                                    
	 	 	 	 
	 	 	(ii)	
                                                      is entered into by
      any member of the Bank Group in the normal course of its banking
      arrangements for the purpose of netting debit and credit balances on bank
      accounts of members of the Bank Group operated on a net balance
      basis;

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(iii)	
                                                      arises
      in respect of netting or set off arrangements contained in any Hedging
      Agreement or other contract permitted under Clause 25.12 (Limitations on
      Hedging);

                                                    
	 	 	 	 
	 	 	(iv)	
                                                      is entered into by
      any member of the Bank Group on terms which are generally no worse than
      the counterparty’s standard or usual terms and entered into in the
      ordinary course of business of the relevant member of the Bank Group;
      or

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(v)	
                                                          which
      is a retention of title arrangement with respect to customer premises
      equipment in favour of a supplier (or its Affiliate); provided that the
      title is only retained to individual items of customer premises equipment
      in respect of which the purchase price has not been paid in
      full;

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        which
      arises in respect of any judgment, award or order or any tax liability for
      which an appeal or proceedings for review are being diligently pursued in
      good faith, provided that the affected member of the Bank Group shall have
      or will establish such reserves as may be required under applicable
      generally accepted accounting principles in respect of such judgment,
      award, order or tax
      liability;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(g)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        over
      or affecting any asset acquired by a member of the Bank Group after the
      Original Execution Date and subject to which such asset is acquired,
      if:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      such
      Encumbrance was not created in contemplation of the acquisition of such
      asset by a member of the Bank Group; and

                                                    
	 	 	 	 
	 	 	(ii)	the Financial
      Indebtedness secured thereby is Financial Indebtedness of, or is assumed
      by, the relevant acquiring member of the Bank Group, is Financial
      Indebtedness which at all times falls within paragraph (g) or (k) of
      Clause 25.4 (Financial Indebtedness)
      and the amount of Financial Indebtedness so secured is not increased at
      any
time;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(h)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        over
      or affecting any asset of any company which becomes a member of the Bank
      Group after the Original Execution Date, where such Encumbrance is created
      prior to the date on which such company becomes a member of the Bank
      Group,
  if:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      such
      Encumbrance was not created in contemplation of the acquisition of such
      company; and

                                                    
	 	 	 	 
	 	 	(ii)	to the extent not
      repaid by close of business on the date upon which such company became a
      member of the Bank Group, the Financial Indebtedness secured by such
      Encumbrance at all times falls within paragraph (g) or (k) of
      Clause 25.4 (Financial
      Indebtedness);


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(i)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        constituted
      by a rent deposit deed entered into on arm’s length commercial terms and
      in the ordinary course of business securing the obligations of a member of
      the Bank Group in relation to property leased to a member of the Bank
      Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(j)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        constituted
      by an arrangement referred to in paragraph (d) of the definition of
      Financial
      Indebtedness;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(k)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        which
      is granted over the shares of, Indebtedness owed by or other interests
      held in, or over the assets (including, without limitation, present or
      future revenues), attributable to a Project Company, a Bank Group Excluded
      Subsidiary or a Permitted Joint
      Venture;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(l)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        over
      cash deposited as security for the obligations of a member of the Bank
      Group in respect of a performance bond, guarantee, standby letter of
      credit or similar facility entered into in the ordinary course of business
      of the Bank
    Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(m)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        which
      is created by any member of the Bank Group in substitution for any
      Existing Encumbrance referred to in paragraph (a)(ii) above of this
      Clause 25.2, provided that the principal amount secured thereby may
      not be increased unless any Encumbrance in respect of such increased
      amount would be permitted under another paragraph of this
      Clause 25.2;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(n)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        securing
      the Existing Baseball Facilities, provided that such Encumbrance is
      released within 10 Business Days of the Baseball Effective Date;
      or

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(o)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        securing
      Financial Indebtedness the principal amount of which (when aggregated with
      the principal amount of any other Financial Indebtedness which has the
      benefit of an Encumbrance other than as permitted pursuant to
      paragraphs (a) to (n) above) does not exceed £330 million (or its
      equivalent in other
      currencies):

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      of
      which up to £275 million (or its equivalent in other currencies) may be
      secured on assets not subject to the Security; or

                                                    
	 	 	 	 
	 	 	(ii)	of which up to £50
      million may be secured on a second ranking basis over assets subject to
      the Security, provided that such second ranking security shall be granted
      on terms where the rights of the relevant mortgagee, chargee or other
      beneficiary of such security in respect of any payment will be
      subordinated to the rights of the Finance Parties under the HYD
      Intercreditor Agreement or any other intercreditor arrangement which is
      either:


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	
                                                      (A)

                                                    	
                                                      
                                                        on
      terms satisfactory to the Facility Agent (acting on the instructions of an
      Instructing Group); or

                                                      

                                                    
	 	 	 	 
	 	 	
                                                      (B)

                                                    	
                                                      on
      terms comparable to the Existing Telewest Second Lien Credit Facility
      Agreement and related intercreditor
agreement,

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          provided
that in either case, each of the Finance Parties agrees to execute such
intercreditor agreement as soon as practicable following request from the
Company.

           

          For the
avoidance of doubt, no Encumbrance may be granted by any member of the Bank
Group to secure the obligations under or in connection with the C Facility, the
New High Yield Notes, the Additional High Yield Notes or any High Yield
Refinancing that refinances the New High Yield Notes or the Additional High
Yield Notes.

           

          
            	
                     25.3

                  	
                    Loans
      and Guarantees

                  


          

           

          No
Obligor shall (and the Company shall procure that no member of the Bank Group
shall), without the prior written consent of an Instructing Group, grant any
loan or credit or give any guarantee in any such case in respect of Financial
Indebtedness, other than:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      extension of trade credit or guarantees, bonds or indemnities granted in
      the ordinary course of business on usual and customary
      terms;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      credit given by a member of the Bank Group to another member of the Bank
      Group which arises by reason of cash-pooling, set-off or other cash
      management arrangement of the Bank
      Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      Existing Loans provided that the aggregate principal amount outstanding
      thereunder may not be increased from that existing at the Original
      Execution Date in reliance on this paragraph (c) (except with respect
      to accrual or capitalisation of
      interest);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      loans or credit
      granted:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      by a member of the Bank Group which is not an Obligor to an Obligor
      by way of Subordinated Funding;

                                                    
	 	 	 	 
	 	 	(ii)	by one Obligor to
      another
Obligor;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(iii)	
                                                      by
      a member of the Bank Group which is not an Obligor to any other member of
      the Bank Group which is not an Obligor; or

                                                    
	 	 	 	 
	 	 	(iv)	by a member of the
      Bank Group to the relevant member of the Group for the purposes of funding
      drawings available under the undrawn portion of any Existing UKTV Group
      Loan Stock of up to £50 million in
aggregate;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(v)	
                                                      in
      accordance with Clause 25.9 (Joint
      Ventures);

                                                    
	 	 	 	 
	 	 	(vi)	by the US Borrower
      pursuant to the
Notes;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      loans made by any member of the Bank Group to its employees
      either:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      in
      the ordinary course of its employees’ employment; or

                                                    
	 	 	 	 
	 	 	(ii)	to fund the exercise
      of share options or the purchase of capital stock by its employees,
      directors, officers or consultants of the
Group,


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          provided
that the aggregate principal amount of all such loans shall not at any time
exceed £10 million (or its equivalent in other currencies);

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      loan made by a member of the Bank Group pursuant to either an Asset
      Passthrough or a Funding
      Passthrough;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(g)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      loan made by a member of the Bank Group to a member of the Group, where
      the proceeds of such loan are, or are to be (whether directly or
      indirectly)
  used:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      to
      make payments to the High Yield Trustee in respect of High Yield Trustee
      Amounts (as such terms are defined in the HYD Intercreditor Agreement) in
      respect of the Existing High Yield Notes;

                                                    
	 	 	 	 
	 	 	(ii)	
                                                      to make payments to
      the High Yield Trustee in respect of High Yield Trustee Amounts (as such
      terms are defined in the HYD Intercreditor Agreement) in respect of the
      New High Yield
Notes;

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(iii)	
                                                      to
      make equivalent payments to those specified in paragraphs (i) and
      (ii) above in respect of any High Yield Refinancings or in respect of any
      Additional High Yield Notes;

                                                    
	 	 	 	 
	 	 	(iv)	provided that no
      Event of Default has occurred and is continuing or is likely to occur as a
      result thereof to fund Permitted Payments;
or


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(v)	
                                                          at
      any time after the occurrence of an Event of Default, to fund Permitted
      Payments to the extent not prohibited by the HYD Intercreditor Agreement,
      the Group Intercreditor Agreement or any other applicable intercreditor
      agreement;

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(h)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        credit
      granted by any member of the Bank Group to a member of the Group, where
      the Indebtedness outstanding thereunder relates to Intra-Group Services
      provided that
      where such credit relates to services falling within
      sub-paragraphs (c)(i) and (c)(iii) of the definition of Intra-Group
      Services the settlement of any such credit estimated by the Borrower to be
      owed by members of the Group which are not Obligors shall take place no
      later than the first Business Day falling 60 days after the end of each
      Financial Quarter provided that any such settlement may occur by way of
      set-off and further provided that any overpayment or underpayment arising
      as a result of the settlement of all such credit may be returned to the
      overpaying party or paid by the underpaying party (and any credit or
      Financial Indebtedness arising as a result of such overpayment or
      underpayment pending repayment to the overpaying party or payment by the
      underpaying party is hereby
      permitted);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(i)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      guarantee given in respect of membership interests in any company limited
      by guarantee where the acquisition of such membership interest is
      permitted under Clause 25.13 (Acquisitions and
      Investments);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(j)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      guarantee given by a member of the Bank Group in respect of or constituted
      by any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness)
      or Clause 25.10 Transactions with
      Affiliates) or other obligation not restricted by the terms of the
      Finance Documents, of another member of the Bank
      Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(k)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      guarantees arising under the Finance Documents (including any guarantees
      given in respect of an Alternative Baseball Financing) and any guarantee
      arising under the Bridge Finance
      Documents;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(l)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      customary title guarantee given in connection with the assignment of
      leases where such assignment is permitted under Clause 25.6 (Disposals);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(m)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      guarantees or similar undertakings granted by any member of the Bank Group
      in favour of the Inland Revenue in respect of any obligations of Virgin
      Media (UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.) in respect
      of UK tax in order to facilitate the winding up of Virgin Media (UK)
      Group, Inc. (formerly known as NTL (UK) Group, Inc.) provided that the
      Facility Agent shall have first received confirmation from the Company
      that based on discussions with the Inland Revenue and the Company’s
      reasonable assumptions, the Company does not believe that the liability
      under such guarantee will exceed £15 million (such confirmation to be
      supported by a letter from the Company’s auditors for the time being,
      confirming that based on the Company’s calculations of such tax liability
      the Company’s confirmation is a reasonable assessment of such tax
      liability);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(n)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      loan granted as a result of a Subscriber being allowed terms, in the
      ordinary course of trade, whereby it does not have to pay for the services
      provided to it for a period after the provision of such
      services;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(o)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      loans or guarantees expressly contemplated under the Steps
      Paper;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(p)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        a
      loan made or a credit granted to a Joint Venture to the extent permitted
      under paragraph (d) of Clause 25.9 (Joint
      Ventures);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(q)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      loans made under the terms of the Screenshop Intra-Group Loan
      Agreement;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(r)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      BBC
  Guarantees;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(s)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        in
      the event that the Company elects to proceed with an Option B Alternative
      Bridge Facility Refinancing, any loan made by the Company to the Parent
      from the proceeds of drawdown under the C Facility, to enable the Parent
      to repay, together with the proceeds of the applicable New High Yield
      Notes issued by it, all outstandings under the Alternative Bridge Facility
      Agreement;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(t)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        liquidity
      loans of a type which is customary for asset securitisation programmes or
      other receivables factoring transactions, provided in connection with any
      asset securitisation programme or receivables factoring transaction
      otherwise permitted by Clause 25.6(i) of this Agreement;
      and

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(u)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        loans
      made, credit granted or guarantees given by any member of the Bank Group
      not falling within paragraphs (a) to (t) above, in an aggregate
      amount not exceeding £85 million (or its equivalent in other
      currencies).

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     25.4

                  	
                    Financial
      Indebtedness

                  


          

           

          No
Obligor shall (and the Company shall procure that no member of the Bank Group
shall), without the prior written consent of an Instructing Group incur, create
or permit to subsist or have outstanding any Financial Indebtedness or enter
into any agreement or arrangement whereby it is entitled to incur, create or
permit to subsist any Financial Indebtedness other than in either
case:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Financial
      Indebtedness arising under or pursuant to the Finance Documents (including
      in respect of any outstanding Documentary Credit and arising in respect of
      any Alternative Baseball Financing) and under or pursuant to the Bridge
      Finance
    Documents;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Existing
      Financial Indebtedness provided that the Existing Credit Facilities shall
      be repaid in full immediately upon the making of the first Advance under
      this
  Agreement;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Financial
      Indebtedness arising in respect
      of:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      the
      Existing High Yield Notes and the subordinated unsecured guarantee given
      by the Company in respect thereof;

                                                    
	 	 	 	 
	 	 	(ii)	the New High Yield
      Notes and any subordinated unsecured guarantee granted by the Company in
      respect of such New High Yield Notes provided that the New High Yield
      Notes and such guarantee will be subject to the provisions of the HYD
      Intercreditor
Agreement;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(iii)	
                                                      the
      Additional High Yield Notes and any subordinated unsecured guarantee
      granted by the Company in respect of such Additional High Yield Notes,
      provided that the Additional High Yield Notes and such guarantee will be
      subject to the provisions of the HYD Intercreditor Agreement or will be
      subordinated pursuant to another intercreditor arrangement satisfactory to
      the Facility Agent or on terms substantially identical to the HYD
      Intercreditor Agreement mutatis mutandis (the
      “Supplemental Additional
      High Yield Notes Intercreditor Agreement”), provided, that no
      Default or Event of Default is outstanding or occurs as a result of the
      issuance of the Additional High Yield Notes, and provided further that
      the proceeds thereof (after deducting all reasonable fees, commissions,
      costs and expenses incurred by any member of the Group in connection with
      such raising) are applied as required by Clause 12.5(a)(ii) (Repayment from Debt
      Proceeds);

                                                    
	 	 	 	 
	 	 	(iv)	any High Yield
      Refinancing and any guarantee given by any member of the Bank Group in
      respect thereof, provided that such guarantee is given on a subordinated
      unsecured basis and is subject to the terms of the HYD Intercreditor
      Agreement or given on subordination terms consistent with those contained
      in the HYD Intercreditor
Agreement;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Financial
      Indebtedness of any member of the Bank Group falling within, and permitted
      by Clause 25.3 (Loans and
      Guarantees);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Financial
      Indebtedness arising under any Hedging Agreements permitted under
      Clause 25.12 (Limitations on
      Hedging);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Financial
      Indebtedness arising in relation to either an Asset Passthrough or a
      Funding
    Passthrough;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(g)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Financial
      Indebtedness of any company which became or becomes a member of the Bank
      Group after the Original Execution Date, where such Financial Indebtedness
      arose prior to the date on which such company became or becomes a member
      of the Bank Group;
      if:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      such
      Financial Indebtedness was not created in contemplation of the acquisition
      of such company;

                                                    
	 	 	 	 
	 	 	(ii)	the aggregate
      principal amount of all of the Financial Indebtedness assumed in reliance
      on this paragraph (g) either (1) does not exceed £85 million (or its
      equivalent in other currencies) outstanding at any time or (2) to the
      extent such Financial Indebtedness does exceed £85 million, an amount
      equal to such excess is repaid promptly
thereafter;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(h)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Financial
      Indebtedness arising in respect of any guarantee given by the Company or
      TCN or any other member of the Bank Group in respect of the relevant
      borrower’s obligations under any Parent Debt (“Guaranteed Parent
      Debt”), provided
      that:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      the
      proceeds of such Guaranteed Parent Debt are contributed into the Bank
      Group in accordance with Clause 24.15 (Contributions to the Bank
      Group) and applied either (i) towards the Group Business or in a
      business whose primary operations are directly related to the Group
      Business or (ii) towards the refinancing of any outstanding Indebtedness
      of the Bank Group; and

                                                    
	 	 	 	 
	 	 	(ii)	any such guarantee
      is given on a subordinated unsecured basis and is subject to the terms of
      the HYD Intercreditor Agreement, the Group Intercreditor Agreement or any
      other applicable intercreditor agreement in form satisfactory to an
      Instructing
Group;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(i)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Financial
      Indebtedness which is expressly contemplated by the Steps
      Paper;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(j)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Financial
      Indebtedness which constitutes Subordinated Funding provided that each
      Obligor that is a debtor in respect of Subordinated Funding shall (and the
      Borrower shall procure that each member of the Bank Group that is a debtor
      in respect of Subordinated Funding shall) procure that the relevant
      creditor of such Subordinated Funding, to the extent not already a party
      at the relevant time, accedes to the Group Intercreditor Agreement or the
      HYD Intercreditor Agreement, as appropriate, in such capacity, upon the
      granting of such Subordinated
      Funding;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(k)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Financial
      Indebtedness arising under (i) Finance Leases or (ii) Vendor Financing
      Arrangements, to the extent that such Finance Leases and/or Vendor
      Financing Arrangements (x) comprise Existing Vendor Financing Arrangements
      or any refinancing or rollover thereof,   or (y) comprise
      Finance Leases and/or Vendor Financing Arrangements entered into after the
      Merger Closing Date, provided that in the case of clause (x) and (y) the
      aggregate principal amount thereof does not at any time exceed £165
      million plus the principal amount of such Finance Leases and Vendor
      Financing Arrangements outstanding on the Merger Closing Date; and
      provided further that, in each case, the relevant lessor or provider of
      Vendor Financing Arrangements does not have the benefit of any Encumbrance
      other than over the assets the subject of such Vendor Financing
      Arrangements and/or Finance
      Leases;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(l)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Financial
      Indebtedness relating to deferral of PAYE taxes with the agreement of the
      Inland Revenue by any member of the Bank
      Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(m)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Financial
      Indebtedness arising in respect of Existing Performance Bonds or any
      performance bond, guarantee, standby letter of credit or similar facility
      entered into by any member of the Bank Group to the extent that cash is
      deposited as security for the obligations of such member of the Bank Group
      thereunder;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(n)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Financial
      Indebtedness not falling within paragraphs (a) to (m) of any members
      of the Bank Group provided that the
      aggregate amount of such Financial Indebtedness outstanding at any time
      when taken together with the aggregate outstanding amount in respect of
      Finance Leases and Vendor Financing Agreements entered into after the
      Merger Closing Date, does not exceed £330 million (or its equivalent in
      other currencies) (less any portion of the basket utilised under
      paragraph (k) above) and further provided that in the case of any
      Financial Indebtedness constituted by an overdraft facility which operates
      on a gross/net basis, only the net amount of such facility shall count
      towards such aggregate
      amount;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(o)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Financial
      Indebtedness of any Asset Securitisation Subsidiary incurred solely to
      finance any asset securitisation programme or programmes or one or more
      receivables factoring transactions otherwise permitted by
      Clause 25.6(i) of this Agreement;
      or

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(p)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Financial
      Indebtedness arising under tax-related financings designated in good faith
      as such by prior written notice from the Company to the Facility Agent,
      provided that the aggregate principal amount of such Financial
      Indebtedness outstanding at any time does not exceed £500 million and
      provided further that the proceeds thereof (after deducting all reasonable
      fees, commissions, costs and expenses incurred by any member of the Group
      in connection with such raising) are applied in accordance with
      Clause 12.5(a)(iv) (Repayment from Debt
      Proceeds).

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     25.5

                  	
                    Dividends,
      Distributions and Share Capital

                  


          

           

          No
Obligor shall (and the Company shall procure that no member of the Bank Group
shall):

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        declare,
      make or pay any dividend (or interest on any unpaid dividend), charge, fee
      or other distribution (whether in cash or in kind) on or in respect of any
      of its
  shares;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        redeem,
      repurchase, defease, retire or repay any of its share capital, or resolve
      to do
  so;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        repay
      or distribute any share premium account;
      or

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        repay
      or otherwise discharge or purchase any amount of principal of (or
      capitalised interest on) or pay any amount of interest in respect of
      Subordinated
      Funding,

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          other
than:

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      to
      the extent the share capital of such Obligor is held by one or more other
      Obligors or to the extent the share capital of any such member of the Bank
      Group which is not an Obligor is held by one or more other members of the
      Bank Group;

                                                    
	 	 	 	 
	 	 	(ii)	to the extent
      discharged in consideration of a transfer of any non-cash asset the
      disposal of which is not otherwise prohibited by this Agreement, by the
      waiver of any payment where no cash consideration is given in respect of
      such waiver or by way of conversion into any securities (including
      convertible unsecured loan stock), (or vice versa), which do not involve
      any cash payments or by way of capital contribution to the debtor in
      respect of such Subordinated
Funding;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(iii)	
                                                          to
      the extent required for the purpose of making payments
  to:

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	
                                                      (A)

                                                    	
                                                      
                                                        the
      indenture trustee for the Existing High Yield Notes in respect of High
      Yield Trustee Amounts (as such term is defined in the HYD Intercreditor
      Agreement);

                                                      

                                                    
	 	 	 	 
	 	 	
                                                      (B)

                                                    	
                                                      the
      indenture trustee for the New High Yield Notes in respect of High Yield
      Trustee Amounts (as such term is defined in the HYD Intercreditor
      Agreement);
or

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	
                                                      (C)

                                                    	
                                                      
                                                        for
      the purpose of making payments in respect of any similar amounts to the
      indenture trustee in respect of any High Yield Refinancing or the
      Additional High Yield
Notes;

                                                      

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(iv)	
                                                      
                                                        provided
      that no Event of Default has occurred and is continuing or is likely to
      occur as a result thereof, to the extent required to fund Permitted
      Payments;

                                                      

                                                    
	 	 	 	 
	 	 	(v)	
                                                      at
      any time after the occurrence of an Event of Default, to the extent
      required to fund Permitted Payments not otherwise prohibited by the HYD
      Intercreditor Agreement and the Group Intercreditor
    Agreement;

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(vi)	
                                                      
                                                        to
      the extent such redemption, repurchase, defeasance, retirement or
      repayment is in respect of a nominal amount; or

                                                      

                                                    
	 	 	 	 
	 	 	(vii)	
                                                      payments
      or distributions made directly or by means of discounts with respect to
      any participation interest issued or sold in connection with, and other
      fees paid to a  person or entity that is not a member of the
      Bank Group in connection with, an asset securitisation programme or
      receivables factoring transaction otherwise permitted by
      Clause 25.6(i) of this
Agreement.

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          The
Lenders hereby consent to any transaction or matter to the extent expressly
permitted under paragraphs (i) to (vii) above.

           

          
            	
                     25.6

                  	
                    Disposals

                  


          

           

          No
Obligor shall (and the Company shall procure that no member of the Bank Group
shall), without the prior written consent of an Instructing Group, either in a
single transaction or in a series of related transactions, sell, transfer, lease
or otherwise dispose of any shares in any of its Subsidiaries or all or any part
of its revenues, assets, other shares, business or undertakings other than in
the ordinary course of business or trading (which, for the avoidance of doubt,
includes mast sharing arrangements) and other than:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      payment required to be made under the Finance Documents (including any
      payment required to be made under any Alternative Baseball
      Financing);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      disposal of obsolete or surplus assets no longer required for the
      efficient operation of the Group Business, on arms’ length commercial
      terms;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      of cash, the lending or repayment of cash or the disposal of Cash
      Equivalent Investments or Marketable Securities, on arms’ length
      commercial terms where the same is not otherwise restricted by the terms
      of the Finance
      Documents;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        by
      an Obligor to another Obligor, provided that if such
      assets are subject to existing Security they remain so or will be made
      subject to Security (in form and substance substantially similar to the
      existing Security or otherwise in such form and substance as may
      reasonably be required by the Facility Agent) within 10 Business Days of
      such
  disposal;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      by a member of the Bank Group which is not an Obligor to another member of
      the
  Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      of assets on arms’ length commercial terms where the cash proceeds of such
      disposal are reinvested within 12 months of the date of the relevant
      disposal in the purchase of replacement assets by a member of the Bank
      Group, provided that where the relevant member of the Bank Group that has
      made the disposal is an Obligor, such replacement assets are either
      subject to existing Security Documents granted by the relevant member of
      the Bank Group that has acquired the replacement assets, or will be made
      subject to Security by such member of the Bank Group (in form and
      substance substantially similar to the existing Security or otherwise in
      such form and substance as may reasonably be required by the Facility
      Agent) within 10 Business Days of the acquisition of such replacement
      assets;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(g)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      of any interest in real or heritable property by way of a lease or licence
      granted by a member of the Bank Group to another member of the Bank
      Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(h)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      of any assets pursuant to the implementation of an Asset Passthrough or of
      any funds received pursuant to the implementation of a Funding
      Passthrough;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(i)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      of any accounts receivable on arms’ length commercial terms pursuant to an
      asset securitisation programme or one or more receivables factoring
      transactions provided
      that:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(i)	
                                                          such
      disposal is conducted on a non-recourse basis, except for recourse
      to:

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                 

              

            

          

          
            	
                     
      

                  	
                    (A)

                  	
                    the
      receivables which are the subject of such asset securitisation programme
      or receivables factoring
transaction;

                  


          

           

          
            	
                     
      

                  	
                    (B)

                  	
                    the
      debtor in respect of the Financial Indebtedness for the purpose of
      enforcing a security interest against it, so long
  as:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    the
      recourse is limited to recoveries in respect of the receivables;
      and

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    the
      providers of the Financial Indebtedness do not have the right to take any
      steps towards its winding up or dissolution or the appointment of a
      liquidator, administrator, administrative receiver or similar officer
      (other than in respect of the
receivables);

                  


          

           

          
            	
                     
      

                  	
                    (C)

                  	
                    a
      member of the Group to the extent of its shareholding or other interest in
      any Asset Securitisation Subsidiary;
or

                  


          

           

          
            	
                     
      

                  	
                    (D)

                  	
                    a
      member of the Group under any form of assurance, undertaking or support,
      where recourse is limited to:

                  


          

           

          
            	
                     
      

                  	
                    (1)

                  	
                    a
      claim for damages (not being liquidated damages or damages required to be
      calculated in a specified way) for breach of a warranty or
      undertaking;

                  


          

           

          
            	
                     
      

                  	
                    (2)

                  	
                    a
      claim for breach of warranty relating to the
  receivables;

                  


          

           

          
            	
                     
      

                  	
                    (3)

                  	
                    a
      claim for breach of undertaking relating to the management and/or
      collection of the receivables; or

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    a
      claim for breach of representations, warranties, undertakings, guarantees
      of performance (excluding any recourse with respect to the collectability
      of any receivables or assets related to such receivables) and indemnities
      entered into by the Borrower or any seller which are reasonably customary
      in an accounts receivable
transaction,

                  


          

           

          and, in
each case, the obligation is not in any way a guarantee, indemnity or other
assurance against financial loss or an obligation to ensure compliance by
another with a financial ratio or other test of financial condition;
and

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(ii)	
                                                          the
      aggregate principal amount of all such securitisations or factoring
      transactions conducted in reliance on this paragraph (i) does not
      exceed £330 million (or its equivalent in other currencies) at any
      time;

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(j)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      of any shares or other interests in any Project Company, Bank Group
      Excluded Subsidiary or Joint Venture or the assignment of any Financial
      Indebtedness owed to a member of the Bank Group by a Project Company, Bank
      Group Excluded Subsidiary or Joint
      Venture;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(k)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      of assets, revenues or rights of any member of the Bank Group arising from
      an amalgamation, consolidation or merger of a member of the Bank Group
      with any other person which is permitted by Clause 25.8 (Mergers);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(l)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      of accounts receivable which have remained due and owing from a third
      party for a period of more than 90 days and in respect of which the
      relevant member of the Bank Group has diligently pursued payment in the
      normal course of its business and where such disposal is on non-recourse
      terms to such member of the Bank
      Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(m)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      of assets subject to finance or capital leases pursuant to the exercise of
      an option by the lessee under such finance or capital
      leases;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(n)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      of assets in exchange for the receipt of assets of a similar or comparable
      value where the assets received by any member of the Bank Group following
      such exchange are located in the United Kingdom, Isle of Man, the Republic
      of Ireland or the Channel Islands, provided
      that:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      to
      the extent that the assets being disposed of are subject to existing
      Security, the assets received following such exchange will be subject to
      the existing Security Documents, or will be made subject to Security (in
      form and substance substantially similar to the existing Security or
      otherwise in such form and substance as may reasonably be required by the
      Facility Agent) within 10 Business Days of such disposal;
    and

                                                    
	 	 	 	 
	 	 	(ii)	where the aggregate
      net book value of all assets being exchanged in reliance on this
      paragraph (n) exceeds £10 million (or its equivalent in other
      currencies) in any Financial Quarter, there is delivered to the Facility
      Agent, within 30 days from the end of such Financial Quarter of the Bank
      Group, a certificate signed by two authorised officers of the Company
      (given without personal liability) certifying that the assets received by
      such member of the Bank Group in reliance on this paragraph (n)
      during such Financial Quarter (i) are of a similar or comparable value to
      the assets disposed of by such member of the Bank Group, and (ii) that
      such assets are located in United Kingdom, Isle of Man, the Republic of
      Ireland or the Channel
Islands;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(o)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      constituting the surrender of tax losses by any member of the Bank
      Group:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      to
      any Non-Bank Group UK Taxpayer to the extent that the total amount of such
      Tax Losses aggregated with all other Tax Losses surrendered in the same
      financial year in reliance on this paragraph (o) does not exceed the
      Deductions Limit; and

                                                    
	 	 	 	 
	 	 	(ii)	to any other member
      of the Group other than a member of the Bank Group, where the surrendering
      company receives fair market value for such tax losses from the relevant
      recipient,


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          provided
that no Tax Losses may be surrendered under sub-paragraph (ii) above unless
no later than 30 days after the proposed surrender, there is delivered to the
Facility Agent, a certificate signed by two authorised signatories of the
Company (given without personal liability), giving brief details of the relevant
transaction and certifying:

          
            
              
                 

              

            

          

          
            	
                     
      

                  	
                    (A)

                  	
                    where
      the fair market value to the recipient of any surrender of Tax Losses
      exceeds £15 million (or its equivalent in other currencies), the fair
      market value received by the surrendering company in respect of such Tax
      Losses, as determined by the Company in its reasonable opinion, after
      taking account of advice from its external tax advisers;
    and

                  


          

           

          
            	
                     
      

                  	
                    (B)

                  	
                    that,
      taking into account the aggregate amount of Tax Losses surrendered by
      members of the Bank Group (whether in reliance on this paragraph (o)
      or otherwise) and assuming that the financial performance of the Bank
      Group is in accordance with the projections set out in the Agreed Business
      Plan), there is no reasonable expectation that any member of the Bank
      Group will become a tax payer prior to the Final Maturity Date in respect
      of the B1 Facility as a result of such surrender of Tax
      Losses;

                  


          

          
            
               

              
                
                  	 	(p)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      of assets to and sharing assets with any person who is providing services
      the provision of which have been or are to be outsourced to that person by
      any member of the Bank Group provided
      that:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      the
      assets being disposed of in reliance on this paragraph (p) shall be
      assets which relate to the services which are the subject of such
      outsourcing;

                                                    
	 	 	 	 
	 	 	(ii)	the projected cash
      cost to the Bank Group of such outsourcing shall be less than the
      projected cash cost to the Bank Group of carrying out such outsourced
      activities at the levels of service to be provided by the service provider
      within the Bank
Group;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(iii)	
                                                      the
      economic benefits derived from any such outsourcing contract shall be
      received by the Bank Group during the term of such
    contract;

                                                    
	 	 	 	 
	 	 	(iv)	the aggregate fair
      market value of the assets disposed of shall not exceed 3.75% of Bank
      Group Consolidated Revenues in any financial year;
and


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(v)	
                                                          no
      later than 30 days after the date of such outsourcing where the
      consideration payable in respect of the assets subject to such disposal
      exceeds £10 million (or its equivalent in other currencies), a duly
      authorised officer of the Company shall have provided to the Facility
      Agent, a certificate (without personal liability) verifying each of the
      matters set out in sub-paragraphs (i) to (iii) above and certifying
      that as at the date of such certificate, the aggregate fair market value
      of all assets disposed in reliance on this paragraph (p) during such
      financial year, does not exceed the threshold specified in
      sub-paragraph (iv)
above;

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(q)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      of assets pursuant to sale and leaseback transactions not constituting
      Financial Indebtedness where the aggregate fair market value of any assets
      disposed of in reliance on this paragraph (q) does not, together with
      the aggregate principal amount of all outstanding Financial Indebtedness
      incurred under paragraph (k) of Clause 25.4 (Financial Indebtedness)
      exceed £150 million (or its equivalent in other currencies) in any
      financial year of the Company and any disposals of assets pursuant to sale
      and leaseback transactions constituting Financial Indebtedness to the
      extent such Financial Indebtedness is permitted under this
      Agreement;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(r)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      of any Hedging Agreements no longer required for the purpose for which it
      was originally entered
      into;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(s)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      of non-core assets acquired in connection with a transaction permitted
      under Clause 25.13 (Acquisitions and
      Investments);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(t)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      disposal of all or part of “NTL – Business Segment” pursuant to a Business
      Division
      Transaction;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(u)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      disposals constituted by licences of intellectual property rights
      permitted by Clause 24.6 (Intellectual
      Property);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(v)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      disposal of assets made pursuant to the establishment of a Permitted Joint
      Venture or any disposal of assets to a Permitted Joint Venture which is
      permitted within the scope of the provisions contained in Clause 25.9
      (Joint Ventures);
      and

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(w)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        disposals
      of assets not otherwise permitted under this Clause 25.6 provided
      that the aggregate fair market value of the assets disposed of during any
      given financial year in reliance on paragraphs (p) and (q) above and
      on this paragraph (w) does not exceed in respect of any financial
      year of the Bank Group, 12.5% of Bank Group
      Consolidated Revenues for the preceding financial year of the Bank Group,
      calculated by reference to the annual financial information for the Bank
      Group delivered in respect of the preceding financial year of the Bank
      Group pursuant to paragraph (b)(ii) of Clause 22.1 (Financial
      Statements);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          provided
that in respect of any Disposal permitted under paragraphs (i), (m),
(o)(ii), (q) and (w) above:

           

          
            	
                     
      

                  	
                    (A)

                  	
                    such
      disposal shall be on arm’s length commercial terms (or in the case of
      paragraph (o)(ii) such disposals are for fair market value from the
      perspective of the surrendering
company);

                  


          

           

          
            	
                     
      

                  	
                    (B)

                  	
                    at
      least 75% of the consideration for such disposal shall be comprised of
      cash, Cash Equivalent Investments, Marketable Securities or Additional
      Assets, provided that the aggregate amount of consideration received by
      way of Marketable Securities shall not (valued as at the relevant time of
      receipt of any Marketable Securities) at any time exceed £50 million (or
      its equivalent in other currencies) and provided further that any Cash
      Equivalent Investments, Marketable Securities and/or Additional Assets
      acquired pursuant to any such disposal are monetized within 3 months of
      the expiry of any lock-up arrangement entered into by the relevant member
      of the Bank Group making such disposal with any third party (where such
      lock-up arrangement has a term not exceeding 12 months);
    and

                  


          

           

          
            	
                     
      

                  	
                    (C)

                  	
                    in
      respect of any disposal the fair market value of which exceeds £35 million
      (or its equivalent in other currencies) no later than 30 days after the
      date of such disposal, there shall have been delivered to the Facility
      Agent, a certificate signed by two authorised officers of the Borrower
      providing brief details of the transaction and certifying (in each case,
      to the extent applicable) (1) (other than in respect of disposals under
      paragraph (o)(ii) above) such disposal shall be on arm’s length
      commercial terms or (in the case of paragraph (o)(ii) such disposals
      are for fair market value from the perspective of the surrendering
      company), (2) that not less than 75% of the consideration for such
      disposal shall be in cash, Cash Equivalent Investments, Marketable
      Securities or Additional Assets, and (3) to the extent any of the
      consideration will include Marketable Securities, the name, amount and
      other brief details of such Marketable
  Securities.

                  


          

           

          
            	
                     25.7

                  	
                    Change
      of Business

                  


          

           

          No
Obligor shall (and the Company shall procure that no member of the Bank Group
shall), without the prior written consent of an Instructing Group or save as
otherwise permitted by the terms of this Agreement make any change in the nature
of its business as carried on immediately prior to the Original Execution Date,
which would give rise to a substantial change in the business of the Bank Group
taken as a whole, provided that this Clause 25.7 shall not be breached by
an Obligor or any member of the Bank Group making a disposal permitted by
Clause 25.6 (Disposals), an acquisition or
investment permitted by Clause 25.13 (Acquisitions and Investments)
or entering into any joint venture permitted by Clause 25.9 (Joint Ventures).

           

          
            	
                     25.8

                  	
                    Mergers

                  


          

           

          No
Obligor shall (and the Company shall procure that no member of the Bank Group
shall), without the prior written consent of an Instructing Group, amalgamate,
consolidate or merge with any other person unless:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        such
      amalgamation, consolidation or merger is between two Obligors or an
      Obligor and another member of the Group where the Obligor will be the
      surviving
  entity;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        such
      amalgamation, consolidation or merger is between two members of the Bank
      Group which are not
      Obligors;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        such
      amalgamation, consolidation, or merger constitutes an acquisition
      permitted under Clause 25.13 (Acquisitions and
      Investments);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      member of the Bank Group liquidates or dissolves in either case on a
      solvent basis and, with respect to the Obligors on a basis that is in
      accordance with the provisions of Clause 25.20 (Solvent
      Liquidation),

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        such
      amalgamation, consolidation or merger is by an Obligor (the “Original Entity”) into
      one or more entities (each a “Merged Entity”),
      provided
  that:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      such
      Merged Entity is a Obligor and is liable for the obligations of the
      relevant Original Entity under this Agreement and the Security which
      remain unaffected thereby and entitled to the benefit of all the rights of
      such Original Entity;

                                                    
	 	 	 	 
	 	 	(ii)	if required by the
      Facility Agent, such Merged Entity has entered into one or more Security
      Documents which provide security over the same assets of at least an
      equivalent nature and ranking to the security provided by the relevant
      Original Entity pursuant to any Security entered into by them and any
      possibility of the Security referred to in this paragraph or
      paragraph (iii) below being challenged or set aside is not greater
      than any such possibility in relation to the Security entered into by or
      in respect of the share capital of any relevant Original
  Entity;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(iii)	
                                                      (if
      all or any part of the share capital of the relevant Original Entity was
      charged pursuant to one or more Security Documents) the equivalent part of
      the issued share capital of such Merged Entity is charged pursuant to
      Security on terms of at least an equivalent nature and ranking as the
      Security relating to the shares in the relevant Original Entity;
      and

                                                    
	 	 	 	 
	 	 	(iv)	the Facility Agent
      is satisfied (acting reasonably) that all the property and other assets of
      the relevant Original Entity are vested in the Merged Entity and that the
      Merged Entity has assumed all the rights and obligations of the relevant
      Original Entity under all material Necessary Authorisations;
  and


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        transactions
      that are expressly contemplated by the Steps
      Paper,

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          provided
that in the case of paragraphs (a), (b), (c) and (e) only, no later than 10
Business Days prior to the proposed amalgamation, consolidation or merger a duly
authorised officer of the Company shall have delivered to the Facility Agent (in
form and substance satisfactory to the Facility Agent, acting reasonably) a
certificate verifying compliance with the relevant matters set out in such
paragraph and to the extent deemed necessary, the Facility Agent shall have
received appropriate advice from counsel in any relevant jurisdiction that such
amalgamation, consolidation or merger (1) will not result in the breach of any
applicable law or regulation in any material respect and (2) in the case of an
amalgamation, consolidation or merger involving an Obligor, will not have a
materially adverse impact upon any of the obligations owed by such Obligor to
the Finance Parties or upon the Security granted by such Obligor under any
Security Document.

           

          
            	
                     25.9

                  	
                    Joint
      Ventures

                  


          

           

          No
Obligor shall, (and the Company shall procure that no member of the Bank Group
shall) enter into, make any loans, distributions or other payments to, give any
guarantees for the Financial Indebtedness of, or acquire any interest or
otherwise invest in, any Joint Venture, other than:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        an
      acquisition of any interest in or any investment in any member of the UKTV
      Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        pursuant
      to any loan or other funding arrangement in accordance with any Existing
      UKTV Group Loan Stock (including the funding of any undrawn amount
      thereunder as at the Original Execution Date);
      or

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      acquisition of any interest in or any investment in, any Joint Venture
      constituting a Business Division Transaction, provided
      that:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      the
      Net Proceeds of any such transaction shall be distributed in accordance
      with the provisions of sub-paragraph (iv) of Clause 25.5 (Dividends, Distributions and
      Share Capital); and

                                                    
	 	 	 	 
	 	 	(ii)	any Net Proceeds
      which are not distributed in accordance with (i) above shall be retained
      within the Bank Group;
or


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      other Joint Venture not contemplated by paragraphs (a) to (c) above,
      which is engaged in a business substantially the same as or reasonably
      related or complimentary to, that carried on by the Bank Group and in any
      financial year, the aggregate
      of:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      all
      amounts invested or any interests acquired in any Joint Venture by members
      of the Group; and

                                                    
	 	 	 	 
	 	 	(ii)	any loans made or
      any guarantees given for Financial Indebtedness of any Joint
      Venture,


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          does not
exceed 3.25% of Bank Group Consolidated Revenues for the preceding financial
year, calculated by reference to the annual financial information for the Bank
Group delivered in respect of that preceding financial year of the Bank Group
pursuant to Clause 22.1 (Financial Statements),
provided that any loans or investments made by way of Asset Passthrough and any
payments made in respect of transactions conducted on an arm’s length basis or
in the ordinary course of trading with any Joint Venture, shall not be included
in the calculation of such amount.

           

          
            	
                     25.10

                  	
                    Transactions
      with Affiliates

                  


          

           

          No
Obligor shall (and the Company shall procure that no member of the Bank Group
shall) without the prior written consent of an Instructing Group, enter into any
arrangement, contract or transaction with any other member of the Group which is
not an Obligor, other than:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        transactions
      expressly permitted by the Finance
      Documents;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        transactions
      between a member of the Bank Group that is not an Obligor with any other
      member of the Bank Group which is not an
      Obligor;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        transactions
      in the ordinary course of business and either on no worse than arm’s
      length terms or, where there is no available market by which to assess
      whether such a transaction is on no worse than arm’s length terms, on
      terms such that the transaction is financially fair to the relevant
      Obligor or, as the case may be, other member of the Bank
      Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        transactions
      with any member of the Group in relation to management services conducted
      at not less than Cost on behalf of such member of the
      Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        tax
      sharing agreements or arrangements to surrender tax losses and payments
      made pursuant thereto, to the extent such transactions are not prohibited
      by this
    Agreement;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        transactions
      relating to the provision of Intra-Group
      Services;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(g)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        transactions
      to effect either an Asset Passthrough or a Funding
      Passthrough;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(h)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        transactions
      either on terms and conditions (including, without limitation, as to any
      reasonable fees payable in connection with such transactions) not
      substantially less favourable to the relevant Obligor or, as the case may
      be, other member of the Bank Group than would be obtainable at such time
      in comparable arm’s length transactions with an entity which is not an
      Affiliate or, where there is no comparable arm’s length transaction by
      which to assess whether such a transaction is on terms and conditions not
      substantially less favourable to the relevant Obligor or, as the case may
      be, other member of the Bank Group, on such terms and conditions
      (including, without limitation, as to any fees payable in connection with
      such transaction) that the transaction is financially fair to the relevant
      Obligor or, as the case may be, other member of the Bank
      Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(i)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      transaction to which one or more Obligors and one or more members of the
      Group who are not Obligors are party where the sole purpose of such
      transaction is for such Obligors and members of the Group to effect a
      transaction with a person who is not a member of the
      Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(j)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        insurance
      arrangements entered into in the ordinary course of business with a
      Captive Insurance
      Company;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(k)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        transactions
      relating to capital contributions between members of the Group or the
      amendment of the terms of any loans made by or any convertible unsecured
      loan stock or other securities issued by any member of the Group to any
      other member of the Group (whether by way of conversion of loans to
      convertible unsecured loan stock or vice versa or otherwise) or the
      capitalisation of, or the waiver of or the repayment of, loans made by or
      any convertible unsecured loan stock issued by any member of the Group to
      any other member of the
      Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(l)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        transactions
      relating to Excess Capacity Network Services provided that the price
      payable by any member of the Group in relation to such Excess Capacity
      Network Services is no less than the Cost incurred by the relevant member
      of the Bank Group in providing such Excess Capacity Network
      Services;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(m)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        transactions
      constituting Subordinated
      Funding;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(n)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        transactions
      constituting Permitted Payments;
      or

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(o)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      other transaction or arrangement permitted under Clause 25.3 (Loans and Guarantees),
      Clause 25.4 (Financial
      Indebtedness), Clause 25.5 (Dividends, Distributions and
      Share Capital), Clause 25.6 (Disposals),
      Clause 25.8 (Mergers),
      Clause 25.9 (Joint
      Ventures), or Clause 25.13 (Acquisitions and
      Investments).

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     25.11

                  	
                    Change
      in Financial Year

                  


          

           

          Neither
the Parent nor any Obligor shall, without the prior consent of the Facility
Agent, change the end of its financial year from 31 December.

           

          
            	
                     25.12

                  	
                    Limitations
      on Hedging

                  


          

           

          No
Obligor shall (and the Company shall procure that no member of the Bank Group
shall) enter into any Hedging Agreement other than:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      Hedging Agreements listed in Part 6 of Schedule 10 (Existing Hedging
      Agreements);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Hedging
      Agreements specifically required under Clause 24.9 (Hedging);
      or

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      Hedging Agreement entered into for the purposes of hedging any
      Subordinated Funding to the extent such Subordinated Funding is made with
      the proceeds of any Parent Refinancing Indebtedness;
      or

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      Hedging Agreement in respect of spot or forward foreign exchange
      transactions or currency swaps entered into in connection with such member
      of the Bank Group’s business, which is not entered into for investment or
      speculative purposes and, for the avoidance of doubt (subject to the
      provisions of Clause 25.10 (Transactions with
      Affiliates), any such Hedging Agreement may be entered into with
      another member of the
      Group.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     25.13

                  	
                    Acquisitions
      and Investments

                  


          

           

          No
Obligor shall (and the Company shall procure that no member of the Bank Group
shall) purchase, subscribe for or otherwise acquire or invest in any shares (or
other securities or any interest in it) in, or incorporate, any company or
acquire (by subscription or otherwise) or invest in any business or (save in the
ordinary course of business) purchase or otherwise acquire any other assets
other than:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      purchase of or investment in Cash Equivalent Investments or Marketable
      Securities (including without limitation by way of consideration in
      respect of any disposal as contemplated in the proviso to Clause 25.6
      (Disposals) and
      subject to the conditions set out
      therein);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      incorporation of a company or the acquisition of an “off-the-shelf”
      company which is or becomes a member of the Bank
      Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      acquisition by any member of the Bank Group in connection with a disposal
      permitted by the provisions of Clause 25.6 (Disposals) and any
      acquisition or subscription by a member of the Bank Group of shares issued
      by a Subsidiary of the Borrower or a Subsidiary of Virgin Media
      Communications Limited (formerly known as NTL Communications Limited)
      which in any such case, is a member of the Bank Group which will, after
      the acquisition of such shares become a wholly owned direct or indirect
      Subsidiary of the Company or Virgin Media Communications Limited (formerly
      known as NTL Communications Limited) as the case may be, provided that if the
      other shares of such Subsidiary are subject to existing Security, either
      (i) such newly issued shares shall also be subject to Security (in form
      and substance substantially similar to any existing Security or otherwise
      in such form and substance as may be reasonably required by the Facility
      Agent) upon their issue or (ii) such shares shall be made subject to
      Security (in form and substance substantially similar to any existing
      Security or otherwise in such form and substance as may be reasonably
      required by the Facility Agent) within 10 Business Days of their
      issue;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      acquisition of any shares in NTL South Herts or the acquisition of any
      interests in the limited partners of South Hertfordshire United Kingdom
      Fund,
  Ltd.;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      acquisition made by a member of the Bank Group pursuant to the
      implementation of an Asset Passthrough or a Funding
      Passthrough;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      acquisition expressly contemplated by the Steps
      Paper;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(g)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      acquisition by any member of the Bank Group of any loan receivable,
      security or other asset by way of capital contribution or in consideration
      of the issue of any securities or of Subordinated
      Funding;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(h)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      acquisition of shares, assets, revenues or rights arising from an
      amalgamation, consolidation or merger of a member of the Bank Group with
      any other person which is permitted by Clause 25.8 (Mergers);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(i)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      acquisition of any leasehold interest in any assets which are the subject
      of a sale and leaseback permitted by the provisions of paragraph (q)
      of Clause 25.6 (Disposals);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(j)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      acquisition of or investment in any Joint Venture permitted by
      Clause 25.9 (Joint
      Ventures);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(k)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      purchase or acquisition of assets or revenues by a member of the Bank
      Group from a member of the Bank Group, provided that the disposal of such
      assets or revenues by the relevant member of the Bank Group is permitted
      under Clause 25.6 (Disposals);

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(l)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        arising
      from the conversion of any company (the “Original Company”) from
      one form of organisation into another form of organisation provided that
      (i) if, prior to the time of such conversion, the Security Trustee has the
      benefit of Security over the shares of such Original Company or such
      Original Company is an Obligor, then the Company shall ensure that the
      Security Trustee is provided with Security over the equivalent ownership
      interests in, and substantially all of the assets of, the converted
      organisation, of at least an equivalent nature and ranking to the Security
      previously provided by the Original Company and (ii) the Security Trustee
      is satisfied that any possibility of the additional Security referred to
      in this paragraph being challenged or set aside is not greater than
      any such possibility in relation to the Security entered into by or in
      respect of the share capital of the Original
      Company;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(m)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      Baseball
      Acquisition;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(n)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      Alternative Baseball Acquisition, provided
      that:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      the
      total cash payment for such acquisition (including the assumption of debt)
      does not exceed £500 million;

                                                    
	 	 	 	 
	 	 	(ii)	at the time of
      completion of such Alternative Baseball Acquisition, no Event of Default
      has occurred or in continuing or would occur as a result of such
      acquisition;
and


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(iii)	
                                                          after
      giving pro forma effect for such Alternative Baseball Transaction, the
      Bank Group continue to be in compliance with Clause 23.2 (Ratios);

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(o)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      acquisition (a “Permitted
      Acquisition”) of a person carrying on any business similar and/or
      complementary to the Group (the “Acquiree”) in each
      case:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      no
      Default is continuing on the closing date for the Permitted Acquisition or
      would occur as a result of the Permitted Acquisition;

                                                    
	 	 	 	 
	 	 	(ii)	the aggregate
      consideration for the Permitted Acquisition (including any assumed
      indebtedness, or other assumed actual or contingent liability and any
      associated fees and expenses) (the “Total Purchase Price”)
      is funded entirely from (A) the proceeds of New Equity and (B) up to £200
      million in aggregate of available cash within the Group or Financial
      Indebtedness permitted by this
Agreement;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(iii)	
                                                      the
      Acquiree has positive earnings before tax, depreciation and amortisation
      calculated on the same basis as Consolidated Operating Cashflow for the
      previous one financial year ending on the last day of the last financial
      quarter of the then current financial year of such company or business for
      which financial statements are available;

                                                    
	 	 	 	 
	 	 	(iv)	in the case of the
      acquisition of all of the issued share capital of the Acquiree, as soon as
      reasonably practicable, but in any case within 90 days from the completion
      of the Permitted Acquisition, the Acquiree (and the acquirer, as
      applicable) must to the extent required by Clause 24.12 (Further Assurance)
      accede as a Guarantor in accordance with the provisions of
      Clause 26.2 (Acceding
      Guarantors);


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(v)	
                                                      in
      the case of the acquisition of a business or undertaking carried on as a
      going concern of the Acquiree, as soon as reasonably practicable, but in
      any case within 90 days from the completion of the Permitted Acquisition,
      the acquirer, to the extent that it is an Obligor, must give Security over
      the assets acquired by executing Security Documents, in form and substance
      satisfactory to the Facility Agent and to the extent it becomes a Material
      Subsidiary, it shall accede as a Guarantor in accordance with the
      provision of Clause 26.2 (Acceding
      Guarantors);

                                                    
	 	 	 	 
	 	 	(vi)	for any Permitted
      Acquisition the Total Purchase Price of which is in excess of
      £100 million, the Company must provide to the Facility Agent (to the
      extent practicable not later than 5 Business Days prior to the proposed
      acquisition):


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            	
                     
      

                  	
                    (A)

                  	
                    copies
      of all due diligence reports (if any) commissioned by the Company or any
      relevant member of the Bank Group in respect of the proposed Permitted
      Acquisition;

                  


          

           

          
            	
                     
      

                  	
                    (B)

                  	
                    copies
      of all sale and purchase documents relating to the proposed Permitted
      Acquisition, in each case duly executed and delivered by all parties
      thereto, together with confirmation that all material Authorisations for
      such acquisition have been made, obtained and are in full force and
      effect;

                  


          

           

          
            	
                     
      

                  	
                    (C)

                  	
                    an
      updated Budget amended to reflect the proposed Permitted Acquisition;
      and

                  


          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(vii)	
                                                          the
      Company will provide to the Facility Agent, a certificate signed by the
      chief financial officer of the Company showing in reasonable detail
      that:

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            	
                     
      

                  	
                    (A)

                  	
                    it
      would have remained in compliance with its obligations under
      Clause 23 (Financial Condition) if
      the covenants tested therein were recalculated for the most recent Quarter
      Date for which quarterly financial information is available, such
      recalculation to be made by reference to the financial statements of the
      Acquiree consolidated with the financial statements of the Bank Group for
      such period on a pro forma basis and as if the consideration for the
      proposed acquisition had been paid at the start of that relevant testing
      period ending on that Quarter Date and any borrowings incurred in
      connection with the acquisition or since the last day of the relevant
      testing period had been incurred on the first day of the relevant testing
      period and (to the extent agreed by the Facility Agent, acting reasonably)
      to any reasonably identifiable cost savings and other synergies which are
      reasonably expected to result from the Permitted Acquisition;
      and

                  


          

           

          
            	
                     
      

                  	
                    (B)

                  	
                    it
      will be in compliance with its obligations under Clause 23 (Financial Condition) as
      at the end of the next Financial Quarter, such compliance to be
      demonstrated on a pro forma basis by reference to the financial statements
      of the Acquiree, consolidated with the financial statements of the Bank
      Group for such period and (to the extent agreed by the Facility Agent,
      acting reasonably) to any reasonably identifiable cost savings and other
      synergies which are reasonably expected to result from the Permitted
      Acquisition;

                  


          

          
            
               

              
                
                  	 	(p)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        acquisitions
      not falling within paragraphs (a) to (o) above provided that the
      aggregate consideration for the acquisitions permitted by this
      paragraph (p) shall not exceed £300 million;
      and

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(q)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        investments
      in any Asset Securitisation Subsidiary in connection with any asset
      securitisation programme or receivables factoring transaction otherwise
      permitted by Clause 25.6(i) of this Agreement that is reasonably
      necessary or advisable to effect such asset securitisation programme or
      receivables factoring
      transaction.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     25.14

                  	
                    High
      Yield Notes

                  


          

           

          Save to
the extent expressly permitted under the terms of the HYD Intercreditor
Agreement or, in relation to the Additional High Yield Notes, in any
Supplemental Additional High Yield Notes Intercreditor Agreement, without the
consent of an Instructing Group:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        with
      respect to the Parent
      only:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      it
      will not transfer any of its rights or obligations under the Existing High
      Yield Notes or agree any amendment to the Existing High Yield Notes (i)
      relating to the increase in the amount of or the bringing forward of the
      date of any payment of principal, interest, fees or other amounts payable
      thereunder or (ii) changing the currencies in which the Existing High
      Yield Notes are denominated as at the Merger Closing Date (other than in
      the case where the United Kingdom becomes a Participating Member
      State);

                                                    
	 	 	 	 
	 	 	(ii)	it will not transfer
      any of its rights or obligations under the New High Yield Notes or
      Additional High Yield Notes or agree any amendment to the New High Yield
      Notes or Additional High Yield Notes after the date of issuance
      (i) relating to the increase in the amount of or the bringing forward
      of the date of any payment of principal, interest, fees or other amounts
      payable thereunder or (ii) changing the currencies in which the New
      High Yield Notes or Additional High Yield Notes are denominated as at the
      date of issuance (other than in the case where the United Kingdom becomes
      a Participating Member State);
or


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(iii)	
                                                          in
      relation to any High Yield Refinancing permitted under the terms of this
      Agreement, it will not change any of the original terms under which such
      High Yield Refinancing was issued, where such terms relate to the
      conditions of such High Yield Refinancing set out in the definition
      thereof;
or

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        with
      respect to the Company it will not agree any amendment to the guarantee
      granted by it in respect of obligations of the Parent under the Existing
      High Yield Notes or any guarantee granted in respect of the New High
      Yields Notes or High Yield Refinancing or Additional High Yield Notes and
      which is granted in accordance with the terms of paragraph (c) of
      Clause 25.4 (Financial
      Indebtedness),

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          in each
case, other than amendments of an administrative or technical
nature.

           

          
            	
                     25.15

                  	
                    No
      Restrictions on Payments

                  


          

           

          No
Obligor shall (and the Company shall procure that no member of the Bank Group
shall) enter into any agreement, transaction or other arrangement which
restricts or attempts to restrict such Obligor or other member of the Bank Group
from making any payments or other distributions in cash to any other member of
the Bank Group, if any such restriction affects the ability of the Obligors as a
whole to comply with the payment obligations under the Finance Documents or is
reasonably likely to result in the incurrence of significant costs, or any
significant increase in, any costs and expenses payable by or any taxes owing by
the Bank Group as a whole or is reasonably likely to result in a significant
increase in any taxes in any material amount owing by the Bank Group as a whole,
other than pursuant to or as contemplated by the Finance Documents or the Bridge
Finance Documents.

           

          
            	
                     25.16

                  	
                    Parent
      Covenants

                  


          

           

          The
Parent shall not trade, carry on any business, own any material assets or incur
any material liabilities except for:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      carrying on business of and the provision of administrative services to
      members of the Bank Group of a type customarily provided by, a holding
      company to its
      Subsidiaries;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      ownership of shares in the Company, intergroup debit balances, intergroup
      credit balances and other credit balances in bank accounts and cash,
      provided that any shares held by the Parent in the Company, or any
      intergroup credit balances owed to a the Parent by, an Obligor shall
      be:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      subject
      to Security;

                                                    
	 	 	 	 
	 	 	(ii)	to the extent
      applicable, subject to the provisions of the HYD Intercreditor Agreement
      or the Group Intercreditor
Agreement;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      rights and liabilities arising under the Finance Documents, the Existing
      High Yield Notes, the Bridge Finance Documents, the New High Yield Notes,
      the Additional High Yield Notes or any High Yield
      Refinancing.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        having
      rights and liabilities under any hedging arrangements which are entered
      into by it  pursuant to Clause 24.9 (Hedging) of this
      Agreement;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        incurring
      liabilities for or in connection with Taxes or arising by operation of
      law;
  and

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        in
      respect of any service contracts for any directors or
      employees.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     25.17

                  	
                    No
      Amendments

                  


          

           

          
            
              
                	 	(a)	
                        
                          
                            
                              
                                
                                  
                                    
                                      No
      Obligor shall (and the Company shall procure that no member of the Bank
      Group shall) amend the Tax Cooperation Agreement (to the extent it is a
      party thereto) or its constitutional documents, in each case, in a manner
      which could reasonably be expected to have a Material Adverse Effect other
      than with the prior written consent of an Instructing Group or where
      required by law (provided that, in the case of the latter, such amendment
      could not reasonably be expected to have a Material Adverse
      Effect);

                                    

                                  

                                

                              

                            

                          

                        

                      


              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        The
      Parent shall procure that except as permitted by the HYD Intercreditor
      Agreement and the Group Intercreditor Agreement, no amendment is made
      to:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      the
      Bridge Finance Documents (or any Exchange Notes, as
      applicable);

                                                    
	 	 	 	 
	 	 	(ii)	the Existing High
      Yield
Notes;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	 	 	(iii)	
                                                              the
      New High Yield Notes; or

                                                            
	 	 	 	 
	 	 	(iv)	 the
      Additional High Yield
Notes;


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          in each
case, in a manner which could reasonably be expected to have a Material Adverse
Effect other than with the prior written consent of the Instructing Group or
where required by law.

           

          
            	
                     25.18

                  	
                    Parent
      Debt

                  


          

           

          The
Ultimate Parent shall not (and shall procure that none of its Subsidiaries
(other than a member of the Bank Group) shall) incur, create or permit to
subsist or have outstanding any Financial Indebtedness or enter into any
agreement or arrangement whereby it is entitled to incur, create or permit to
subsist any Financial Indebtedness unless the Ultimate Parent can demonstrate by
reference to the quarterly financial information for the Group most recently
delivered pursuant to Clause 22.1 (Financial Statements) that
the Leverage Ratio (adjusted in the case of the Consolidated Net Debt element,
to take account of the Financial Indebtedness in question and any other
Financial Indebtedness raised by the Ultimate Parent or such Subsidiary since
the date of such quarterly financial information) is not more than 4.25:1 for
the period of four consecutive financial quarters ended on the last day of the
financial quarter in respect of which such quarterly financial information was
delivered provided that the foregoing limitations shall not apply
to:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      Financial Indebtedness arising under or pursuant to the Finance
      Documents;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      Financial Indebtedness incurred (including any such Financial Indebtedness
      existing as at the Original Execution Date) by any member of the Group
      (other than a member of the Bank Group) and owed to any other member of
      the
  Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      Financial Indebtedness incurred by any member of the Group (other than a
      member of the Bank Group) which, if it had been incurred by a Borrower at
      such time, would be permitted to be incurred pursuant to Clause 25.4
      (Financial
      Indebtedness) provided that if any basket or threshold contained in
      Clause 25.4 (Financial Indebtedness)
      is utilized by any member of the Group (other than a member of the Bank
      Group) pursuant to this paragraph (c), such basket or threshold shall
      be reduced by a corresponding amount and shall thereafter be unavailable
      for use by any member of the Bank
      Group;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      Financial Indebtedness incurred by any member of the Group (other than a
      member of the Bank Group) to refinance all or any part of the
      Outstandings, including the payment of all principal, interest, fees,
      expenses, commissions, make-whole and any other contractual premium
      payable, in respect of such Outstandings and any fees, costs and expenses
      incurred in connection with such
      refinancing;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      Bridge Facility, the Alternative Bridge Facility, the Exchange Notes, the
      Existing High Yield Notes, any New High Yield Notes, the Additional High
      Yield Notes or any High Yield Refinancings;
      and

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        any
      Financial Indebtedness incurred by any Permitted Joint
      Venture.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     25.19

                  	
                    US
      Borrower

                  


          

           

          The US
Borrower shall not:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        carry
      on any trade or business, other than the management of its own financial
      affairs and operations to the extent necessary in connection with the
      Finance Documents and the acquisition and ownership of the Notes,
      including without limitation, the opening and maintenance of bank accounts
      outside of the United Kingdom, the granting of loans or other credit, the
      borrowing of monies, the making of any distributions, and the payment of
      fees, costs, taxes and other charges properly incurred by it in the
      conduct of its operations from time to time, provided always that none of
      the foregoing activities shall render the US Borrower as resident for tax
      purposes in the United
      Kingdom;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        own
      any Subsidiary or other
      entity;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        create
      or permit to subsist any Encumbrance over its rights under or title and
      interest in the Notes, other
      than:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      pursuant
      to the Security; or

                                                    
	 	 	 	 
	 	 	(ii)	as contemplated by
      any applicable Group Intercreditor Agreement or the HYD Intercreditor
      Deed;
or


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        dispose
      of any or all of its rights, title and interest in the Notes other than
      pursuant to or as contemplated by the Security Documents or as
      contemplated by any applicable Group Intercreditor Agreement or the HYD
      Intercreditor
    Deed.

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     25.20

                  	
                    Solvent
      Liquidation

                  


          

           

          No
Obligor (for these purposes, a “Predecessor Obligor”) shall,
without the prior written consent of an Instructing Group, liquidate on a
solvent basis (a “Solvent
Liquidation”) unless:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        on
      or prior to the Solvent Liquidation, an entity (the “Successor Entity”)
      acquires substantially all of the assets and assumes substantially all of
      the liabilities of the Predecessor Obligor (a “Liquidation Transfer”),
      excluding any rights under contracts that cannot be assigned or
      liabilities that will be satisfied or released upon the Solvent
      Liquidation, on an arms’ length basis and for full
      consideration;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      Successor Entity is organised in the same jurisdiction as that in which
      the Predecessor Obligor is organised and is
      either:

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      an
      existing Obligor; or

                                                    
	 	 	 	 
	 	 	(ii)	a Subsidiary of the
      Company that is entitled to become (and subsequently does become) an
      Obligor in accordance with the provisions of Clause 26.1 (Acceding Borrowers) or
      Clause 26.2 (Acceding Guarantors);
      and


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        the
      Successor Entity does not incur any additional material liabilities in
      connection with the Solvent Liquidation other than those which are to be
      transferred to it by the Predecessor Obligor but which did not arise
      directly as a result of the Solvent
      Liquidation;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        to
      the extent previously provided in respect of the shares of the Predecessor
      Obligor, the Finance Parties are granted a first ranking security interest
      over the shares of the Successor
      Entity;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        no
      Event of Default has occurred and is continuing or would arise from the
      Liquidation Transfer or the Solvent
      Liquidation;

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        immediately
      after the Solvent Liquidation, the following documents are delivered to
      the Facility Agent each in a form previously approved by the Facility
      Agent (acting on the instructions of an Instructing
      Group):

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	
                                                      copies
      of solvency declarations of the directors of the Successor Entity
      confirming to the best of their knowledge and belief, that the Successor
      Entity was balance sheet solvent immediately prior to and after the
      Solvent Liquidation, accompanied by any report by the auditors or other
      advisers of the relevant Successor Entity on which such directors have
      relied for the purposes of giving such declaration;

                                                    
	 	 	 	 
	 	 	(ii)	copies of the
      resolutions of the Predecessor Obligor and the Successor Entity (to the
      extent required by law) approving the Liquidation Transfer and/or the
      Solvent Liquidation (as
applicable);


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(iii)	
                                                      copies
      of the statutory declarations of the directors of the Predecessor Obligor
      (to the extent required by law) given in connection with Solvent
      Liquidation;

                                                    
	 	 	 	 
	 	 	(iv)	a copy of the
      executed transfer agreement relating to the Liquidation Transfer;
      and


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	(v)	
                                                          the
      legal opinion from the Successor Entity’s counsel confirming (i) the due
      capacity and incorporation of each of the Successor Entity and the
      Predecessor Obligor, (ii) the power and authority of the Successor Entity
      to enter into and perform its obligations under this Agreement and any
      other Finance Document to which it is a party and (iii) that the transfer
      agreement giving effect to the Liquidation Transfer is legally binding and
      enforceable in accordance with its
terms.

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            	
                     25.21

                  	
                    ERISA

                  


          

           

          Neither
any Obligor nor any ERISA Affiliate shall maintain or contribute to (or have an
obligation to contribute to) a Plan subject to Title IV or Section 302 of ERISA
and/or Section 412 of the Code or to a Multiemployer Plan which could reasonably
be expected to give rise to a material liability to any Obligor or any Finance
Party.

           

          
            	
                     26.

                  	
                    ACCEDING GROUP
COMPANIES

                  


          

           

          
            	
                     26.1

                  	
                    Acceding
      Borrowers

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Subject
      to paragraph (b) below, the Company may, upon not less than 3
      Business Days’ prior written notice to the Facility Agent, request that
      any member of the Bank Group becomes an Acceding Borrower under this
      Agreement.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Such
      member of the Bank Group may become an Acceding Borrower
      if:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 	 	(i)	it is incorporated in the United Kingdom or
      (if it is not incorporated in the  United Kingdom) an
      Instructing Group has approved the addition of that member of the Bank
      Group as an Acceding Borrower;
	 	 	 	 
	 	 	(ii)	the Company delivers to the Facility Agent a
      duly completed and executed Accession Notice pursuant to which it agrees
      to become a party to this Agreement as an Acceding Borrower and (subject
      to any provision of law prohibiting the same) an Acceding
    Guarantor;


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                 

              

            

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 	 	(iii)	the Company confirms that no Event of Default
      is continuing or would occur as a result of that member of the Bank Group
      becoming an Acceding Borrower; and Acceding Guarantor; and
	 	 	 	 
	 	 	(iv)	the Facility Agent has received all of the
      documents and other evidence listed in Part 2 of Schedule 7 (Accession Documents) in
      relation to that member of the Bank Group, each in form and substance
      satisfactory to the Agent, acting
reasonably.


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Facility Agent shall notify the Company and the Lenders promptly upon
      being satisfied that the conditions specified in paragraph (b) above
      have been
      satisfied.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     26.2

                  	
                    Acceding
      Guarantors

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Subject
      to paragraph (b) below, the Company may, upon not less than 3
      Business Days’ prior written notice to the Facility Agent, request that
      any member of the Bank Group becomes an Acceding Guarantor under this
      Agreement.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Such
      member of the Bank Group may become an Acceding Guarantor
      if:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                 

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	 	 	(i)	the Company delivers to the Facility Agent a
      duly completed and executed Accession Notice;
	 	 	 	 
	 	 	(ii)	the Company confirms that no Event of Default
      is continuing or would occur as a result of that member of the Bank Group
      becoming an Acceding Guarantor;
and


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            	 	 	
                    (iii)

                     

                  	 the Facility
      Agent has received all of the documents and other evidence listed in Part
      2 of Schedule 7 (Accession Documents) in
      relation to that member of the Bank Group, each in form and substance
      satisfactory to the Agent, acting
reasonably.


          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Facility Agent shall notify the Company and the Lenders promptly upon
      being satisfied that the conditions specified in paragraph (b) above
      have been
      satisfied.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     26.3

                  	
                    Acceding
      Holding Company

                  


          

           

          If at any
time the Ultimate Parent becomes a Subsidiary of a Holding Company, the Ultimate
Parent shall ensure that such Holding Company shall, upon becoming the Holding
Company of the Ultimate Parent deliver an Accession Notice duly executed by the
Company and the Holding Company together with the documents set out in Part 2 of
Schedule 7 (Accession
Documents).

           

          
            	
                     26.4

                  	
                    Assumption
      of Rights and Obligations

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Upon
      satisfactory delivery of a duly executed Accession Notice to the Facility
      Agent, together with the other documents required to be delivered under
      Clauses 26.1 (Acceding Borrowers) and
      26.2 (Acceding
      Guarantors), the relevant member of the Bank Group, the Ultimate
      Parent, the Parent, the Obligors and the Finance Parties, will assume such
      obligations towards one another and/or acquire such rights against each
      other as they would each have assumed or acquired had such member of the
      Bank Group been an original party to this Agreement as a Borrower or a
      Guarantor as the case may be and such member of the Bank Group shall
      become a party to this Agreement as an Acceding Borrower and/or an
      Acceding Guarantor as the case may
      be.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Upon
      satisfactory delivery of a duly executed Accession Notice to the Facility
      Agent, together with the other documents required to be delivered under
      Clause 26.3 (Acceding Holding
      Company), the relevant Holding Company, the Parent, the Obligors
      and the Finance Parties, will assume such obligations towards one another
      and/or acquire such rights against each other as they would each have
      assumed or acquired had such Holding Company been an original party to
      this Agreement as the Ultimate Parent, and such Holding Company shall
      become a party to this Agreement in such
      capacity.  Simultaneously with such Holding Company becoming a
      party to this Agreement as aforesaid, the Facility Agent shall release the
      Ultimate Parent for the time being from its obligations as an Ultimate
      Parent under this Agreement and such Ultimate Parent shall cease to be a
      party to this Agreement in such
      capacity.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     27.

                  	
                    EVENTS OF DEFAULT

                  


          

           

          Each of
Clauses 27.1 (Non-Payment) to
Clause 27.16 (Change of
Ownership) describes the circumstances which constitute an Event of
Default for the purposes of this Agreement.

           

          
            	
                     27.1

                  	
                    Non-Payment

                  


          

           

          The
Parent or any Obligor fails to pay any sum due from it under any Finance
Document at the time, in the currency and in the manner specified in such
Finance Document within (a) 1 Business Day of the due date, in the case of
payments of principal where failure to pay was due solely to technical or
administrative error in the transmission of funds, (b) 3 Business Days of the
due date, in the case of payments of interest, or (c) 5 Business Days of the due
date, in respect of payments of any other amounts.

           

          
            	
                     27.2

                  	
                    Covenants

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Ultimate Parent, the Parent or an Obligor fails duly to perform or comply
      with any obligation expressed to be assumed by it in Clause 24.1
      (Application of
      Advances), Clause 25.2 (Negative Pledge),
      Clause 25.3 (Loans
      and Guarantees), Clause 25.4 (Financial
      Indebtedness), Clause 25.5 (Dividends, Distributions and
      Share Capital), Clause 25.8 (Mergers),
      Clause 25.9 (Joint
      Ventures) or Clause 25.13 (Acquisitions and
      Investments).

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Parent or any Obligor fails duly to perform or comply with any obligation
      expressed to be assumed by it in Clause 22 (Financial Information)
      or sub-paragraph (b)(i) of Clause 24.12 (Further Assurance),
      paragraphs (a) and (b) of Clause 24.9 (Hedging), and such
      failure, if capable of remedy is not so remedied within 10 Business Days
      of the earlier of the Parent or such Obligor becoming aware of such
      failure to perform or comply and the Facility Agent having given notice of
      such failure to the
      Company.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          There
      is any breach of Clause 23.2 (Ratios).

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          There
      is any breach of Clause 25.6 (Disposals), provided
      that where the failure to comply with any obligation under
      Clause 25.6 (Disposals) relates to
      the obligation to deliver a certificate within a specified time period, no
      Event of Default shall be deemed to have occurred unless the Borrower
      shall have failed to deliver the required certificate within such time
      period and upon request by the Facility Agent for a description of the
      transactions relating to such certificate which was not delivered, the
      Borrower fails to provide such details within 10 Business Days after such
      request.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     27.3

                  	
                    Other
      Obligations

                  


          

           

          The
Ultimate Parent, the Parent or any Obligor fails duly to perform or comply with
any of the obligations expressed to be assumed by it in any of the Finance
Documents (other than any of those referred to in Clauses 27.1 (Non-Payment) and 27.2 (Covenants)) and such failure,
if capable of remedy, is not so remedied within 30 days of the earlier of the
Ultimate Parent, the Parent or such Obligor becoming aware of such failure to
perform or comply and the Facility Agent having given notice of such failure to
the Borrower.

           

          
            	
                     27.4

                  	
                    Misrepresentation

                  


          

           

          Any
representation or statement made or repeated by the Ultimate Parent, the Parent
or an Obligor in any Finance Document or in any notice or other document or
certificate delivered by it pursuant to a Finance Document is or proves to have
been incorrect or misleading in any material respect when made or repeated where
the circumstances giving rise to such inaccuracy, if capable of remedy or change
are not remedied or do not change within 30 days of the earlier of the Ultimate
Parent, the Parent or the relevant Obligor becoming aware of such circumstances
and the Facility Agent having notified the Borrower of such misrepresentation
having occurred.

           

          
            	
                     27.5

                  	
                    Cross
      Default

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Any
      Financial Indebtedness of any member of the Group is not paid when due and
      payable, after taking into account any applicable grace
      period;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          any
      Financial Indebtedness of any member of the Group is declared (or is
      capable of being declared) to be or otherwise becomes due and payable
      prior to its specified maturity as a result of an event of default
      (however described), after taking into account any applicable grace
      period;
  or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          any
      commitment for any Financial Indebtedness of any member of the Group is
      cancelled or suspended by a creditor of any member of the Group as a
      result of an event of default (however
      described),

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          provided
that no Event of Default will occur under this Clause 27.5:

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(i)	if the aggregate amount of Financial
      Indebtedness and/or commitment for Financial Indebtedness falling within
      paragraphs (a) to (c) above is less than £35 million (or its
      equivalent in other currencies);
	 	 	 	 
	 	 	(ii)	if the circumstance which would otherwise
      have caused an Event of Default under this Clause 27.5 is being
      contested in good faith by appropriate
action;


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                   

                

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	 	(iii)	if the relevant Financial Indebtedness is
      cash-collateralised and such cash is available for application in
      satisfaction of such Financial Indebtedness;
	 	 	 	 
	 	 	(iv)	if such Financial Indebtedness is owed by one
      member of the Group to another member of the Group;
or


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            	
                  	 	 	 
	 	 	(v)	if such Event of Default arises solely by
      reason of the failure of any member of the Group to  obtain the
      consent of the lenders under the Existing Credit Facilities to (i) the
      execution of the Finance Documents, (ii) the exercise of any of its rights
      or the performance of any of its obligations under the Finance Documents
      or (iii) any other matter contemplated by the Finance
  Documents.


             

          

          
            	
                     27.6

                  	
                    Insolvency

                  


          

           

          The
Ultimate Parent, the Parent, any Borrower, any Obligor that is a Material
Subsidiary or (for the purposes of Clause 3.5 (Vanilla Certain Funds Period) only)
the Merger Sub, is unable to pay its debts as they fall due, ceases or suspends
generally the payment of its debts or announces an intention to do so, or makes
a general assignment for the benefit of or a composition with its creditors
generally or a general moratorium is declared in respect of the Financial
Indebtedness of the Ultimate Parent, the Parent, such Borrower, such Obligor or
(for the purposes of Clause 3.5 (Vanilla Certain Funds Period)
only) the Merger Sub (as applicable).

           

          
            	
                     27.7

                  	
                    Winding-up

                  


          

           

          After the
Original Execution Date, the Ultimate Parent, the Parent, any Borrower, any
Obligor that is a Material Subsidiary or (for the purposes of Clause 3.5
(Vanilla Certain Funds Period) only)
the Merger Sub, takes any corporate action or formal legal proceedings are
started and served (not being actions or proceedings which can be demonstrated
to the satisfaction of the Facility Agent by providing an opinion of a leading
firm of London solicitors (within 30 days of any such action or proceedings
having commenced) to that effect, as frivolous, vexatious or an abuse of the
process of the court or related to a claim to which such Person has a good
defence and which is being vigorously contested by such body) for its
winding-up, dissolution, administration or re-organisation or for the
appointment of a liquidator, receiver, administrator, administrative receiver,
conservator, custodian, trustee or similar officer of it or of any or all of its
revenues and assets other than where any such legal proceedings in respect of
the Ultimate Parent, the Parent, such Borrower, such Material Subsidiary or (for
the purposes of Clause 3.5 (Vanilla Certain Funds Period)
only) the Merger Sub either (a)(i) do not relate to the appointment of an
administrator and (ii) are stayed or discharged within 30 days from their
commencement or (b) relate to a solvent liquidation or dissolution set forth
under paragraph (d) of Clause 25.8 (Mergers).

           

          
            	
                     27.8

                  	
                    Execution
      or Distress

                  


          

           

          Any
execution, distress or attachment is levied against, or an encumbrancer takes
possession of, the whole or any part of, the property, undertaking or assets of
the Parent, any Borrower, any Obligor which is a Material Subsidiary or (for the
purposes of Clause 3.5 (Vanilla Certain Funds Period)
only) the Merger Sub, having an aggregate value of more than £35 million (or its
equivalent in other currencies) and the same is not discharged within 30
days.

           

          
            	
                     27.9

                  	
                    Similar
      Events

                  


          

           

          Any event
occurs which, under the laws of any jurisdiction, has a similar or analogous
effect to any of those events mentioned in Clause 27.6 (Insolvency), 27.7 (Winding-up) or
Clause 27.8 (Execution or
Distress).

           

          
            	
                     27.10

                  	
                    Repudiation

                  


          

           

          The
Ultimate Parent, the Parent or any Obligor repudiates any of the Finance
Documents to which it is party.

           

          
            	
                     27.11

                  	
                    Illegality

                  


          

           

          Save as
provided in the Reservations, at any time it is or becomes unlawful for the
Ultimate Parent, the Parent or any Obligor to perform or comply with any or all
of its obligations under any of the Finance Documents to which it is party or
any of the obligations of the Ultimate Parent, the Parent or any Obligor under
any of the Finance Documents to which it is party are not or cease to be legal,
valid and binding except as contemplated by the Reservations and, if capable of
remedy, is not remedied within 10 Business Days of the earlier of the Ultimate
Parent, the Parent or such Obligor becoming aware of the relevant illegality and
the Facility Agent having given notice of the same to the Borrower.

           

          
            	
                     27.12

                  	
                    Intercreditor
      Default

                  


          

           

          Any
member of the Group which is party to the Group Intercreditor Agreement or the
HYD Intercreditor Agreement fails to comply with its obligations under it and
such failure, if capable of remedy, is not remedied within 30 days of the
earlier of such member of the Group becoming aware of the relevant failure to
comply and the Facility Agent having given notice of the same to the
Parent.

           

          
            	
                     27.13

                  	
                    Revocation
      of Necessary Authorisations

                  


          

           

          Any
Necessary Authorisation is revoked and where such revocation is reasonably
likely to have a Material Adverse Effect, is not replaced within 10 Business
Days.

           

          
            	
                     27.14

                  	
                    Material
      Adverse Effect

                  


          

           

          Any event
or circumstance occurs which would have a Material Adverse Effect.

           

          
            	
                     27.15

                  	
                    Material
      Proceedings

                  


          

           

          Any
litigation, arbitration or administrative proceeding of or before any court,
arbitral body, or agency is commenced against any member of the Group, which is
reasonably likely to be adversely determined and which, if adversely determined,
is reasonably likely to have a Material Adverse Effect.

           

          
            	
                     27.16

                  	
                    Change
      of Ownership

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          After
      consummation of the Merger and implementation of each of Steps 1 and
      2 set out in the page headed “Combination of NTL and
      Telewest” of the Steps Paper, the Parent, the Company, TCN or any
      of the Obligors are not direct or indirect wholly-owned Subsidiaries of
      the Ultimate
      Parent.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          After
      implementation of each of Steps 3 to 10 set out in the pages headed “Post Combination Restructuring
      – Second Alternative (Structure 2)” of the Steps
      Paper:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	the Parent is not a direct or indirect wholly
      owned subsidiary of the Ultimate Parent;
	 	 	 	 
	 	 	(ii)	the Company ceases to be a direct
      wholly-owned Subsidiary of the Parent;
or


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                	 	 	(iii)	 any Obligor
      (other than the Parent and the Company) ceases to be a direct or indirect
      wholly-owned Subsidiary of the
Company.


              

            

          

           

          
            	
                     27.17

                  	
                    Acceleration

                  


          

           

          Subject
to Clauses 27.19 (Vanilla
Clean-up Period) and 27.20 (Baseball Clean-up Period)
below, upon the occurrence of an Event of Default and while the same is
continuing at any time thereafter, the Facility Agent may (and, if so instructed
by an Instructing Group, shall) by written notice to the Company:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          declare
      all or any part of the Outstandings to be immediately due and payable
      (whereupon the same shall become so payable together with accrued interest
      thereon and any other sums then owed by any Obligor under the Finance
      Documents) or declare all or any part of the Outstandings to be due and
      payable on demand of the Facility Agent;
      and/or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          require
      the Borrowers to procure that the Outstanding L/C Amount under each
      Documentary Credit is and all Ancillary Facility Outstandings are promptly
      reduced to zero and/or provide cash collateral therefor by deposit in such
      interest bearing account as the Facility Agent may specify for each
      Documentary Credit/Ancillary Facility in an amount specified by the
      Facility Agent and in the currency of such Documentary Credit/Ancillary
      Facility (whereupon the Borrower shall do so) but no greater than the
      amount outstanding under such Documentary Credit/Ancillary Facility;
      and/or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          declare
      that any unutilised portion of the Facilities shall be cancelled,
      whereupon the same shall be cancelled and the corresponding Commitments of
      each Lender shall be reduced to zero;
      and/or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          exercise
      or direct the Security Trustee to exercise any rights and remedies
      (including any right to demand cash collateral by deposit in such
      interest-bearing account as the Facility Agent may specify) to which the
      Facility Agent, the Security Trustee or the Lenders may be
      entitled;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          provided that, notwithstanding
anything to the contrary contained above in this Clause 27.18, upon the
occurrence of any Event of Default listed in Clauses 27.9 (Similar Events) or 27.21
(US Obligors) in
relation to any US Obligor, all or any part of the Outstandings shall be
immediately due and payable (whereupon the same shall become so payable together
with accrued interest thereon and any other sums then owed by any Obligor under
the Finance Documents), any unutilised portion of the Facilities shall be
immediately cancelled and the corresponding Commitments of each Lender shall be
reduced to zero and the Facility Agent may exercise or direct the Security
Trustee to exercise any rights and remedies (including any right to demand cash
collateral by deposit in such interest-bearing account as the Facility Agent may
specify) to which the Facility Agent, the Security Trustee or the Lenders may be
entitled.

           

          
            	
                     27.18

                  	
                    Repayment
      on Demand

                  


          

           

          If,
pursuant to paragraph (a) of Clause 27.17 (Acceleration), the Facility
Agent declares all or any part of the Outstandings to be due and payable on
demand of the Facility Agent, then, and at any time thereafter, the Facility
Agent may (and, if so instructed by an Instructing Group, shall) by written
notice to the Company:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          require
      repayment of all or the relevant part of the Outstandings on such date as
      it may specify in such notice (whereupon the same shall become due and
      payable on such date together with accrued interest thereon and any other
      sums then owed by the Parent or any Obligor under the Finance Documents)
      or withdraw its declaration with effect from such date as it may specify
      in such notice;
      and/or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          select
      as the duration of any Interest Period or Term which begins whilst such
      declaration remains in effect a period of 6 months or
      less.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     27.19

                  	
                    Vanilla
      Clean-Up Period

                  


          

           

          If,
during the Vanilla Clean-up Period, any matter or circumstance exists in respect
of any member of the Telewest Group which would, but for the provisions of this
Clause 27.19, constitute a breach of any representation under
Clause 21 (Representations and
Warranties), the breach of any covenant specified in Clauses 24.10
(Pension Plans), 25.2
(Negative Pledge), 25.3
(Loans and Guarantees),
25.4 (Financial
Indebtedness), 25.8 (Mergers), 25.9 (Joint Ventures), 25.10 (Transactions with Affiliates)
and 25.12 (Limitations on
Hedging) or an Event of Default by reason of Clause 27.5 (Cross Default), then such
misrepresentation, breach of covenant or Event of Default shall not give rise to
a Default or Event of Default unless:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          NTL
      or any of its Subsidiaries (excluding for these purposes any member of the
      Telewest Group) has procured or specifically approved a breach of such
      representations or covenants by a member of the Telewest Group;
      or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      matter or circumstance constitutes a Material Adverse Effect;
      or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          such
      matter or circumstance continues to exist after the expiry of the Vanilla
      Clean-up Period;
      or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      breach is capable of remedy and NTL or the relevant member of the Telewest
      Group is aware of the relevant circumstances at the time but fails to take
      appropriate steps to remedy the
      same,

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          provided
that any matter contained in this Clause 27.19 shall be without prejudice
to the rights of the Lender in respect of any breach of representation, covenant
or default which continues to exist or arises after the expiry of the Vanilla
Clean-Up Period.

           

          
            	
                     27.20

                  	
                    Baseball
      Clean-Up Period

                  


          

           

          If,
during the Baseball Clean-up Period, any matter or circumstance exists in
respect of any member of the Baseball Group which would, but for the provisions
of this Clause 27.20, constitute a breach of any representation under
Clause 21 (Representations and
Warranties), the breach of any covenant specified in Clauses 24.10
(Pension Plans), 25.2
(Negative Pledge), 25.3
(Loans and Guarantees),
25.4 (Financial
Indebtedness), 25.8 (Mergers), 25.9 (Joint Ventures), 25.10 (Transactions with Affiliates)
and 25.12 (Limitations on
Hedging) or an Event of Default by reason of Clause 27.5 (Cross Default), then such
misrepresentation, breach of covenant or Event of Default shall not give rise to
a Default or Event of Default unless:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      Ultimate Parent or any of its Subsidiaries (excluding for these purposes
      any member of the Baseball Group) has procured or specifically approved a
      breach of such representations or covenants by a member of the Baseball
      Group;
  or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      matter or circumstance constitutes a Material Adverse Effect;
      or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          such
      matter or circumstance continues to exist after the expiry of the Baseball
      Clean-up Period;
      or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      breach is capable of remedy and the Baseball Bidcos are aware of the
      relevant circumstances at the time but fail to take appropriate steps to
      remedy the
      same,

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          provided
that any matter contained in this Clause 27.20 shall be without prejudice
to the rights of the Lender in respect of any breach of representation, covenant
or default which continues to exist or arises after the expiry of the Baseball
Clean-Up Period.

           

          
            	
                     27.21

                  	
                    US
      Obligors

                  


          

           

          Notwithstanding
Clause 27.17 (Acceleration), if any US
Obligor shall commence a voluntary case concerning itself under the US
Bankruptcy Code, or an involuntary case is commenced against any US Obligor and
the petition is not controverted within 10 days, or is not dismissed within 60
days, after commencement of the case, or a custodian (as defined in the US
Bankruptcy Code) is appointed for, or takes charge of, all or substantially all
of the property of any US Obligor, or any order of relief or other order
approving any such case or proceeding is entered, the Facilities shall cease to
be available to such US Obligor, all Advances outstanding to such US Obligor
shall become immediately due and payable and such US Obligor shall be required
to provide cash cover in respect of all Documentary Credits issued for its
account in each case automatically and without any further action by any party
hereto.

           

          
            	
                     28.

                  	
                    DEFAULT INTEREST

                  


          

           

          
            	
                     28.1

                  	
                    Consequences
      of Non-Payment

                  


          

           

          If any
sum due and payable by the Parent or any Obligor under this Agreement is not
paid on the due date therefor in accordance with the provisions of
Clause 33 (Payments) or if any sum due
and payable by an Obligor pursuant to a judgment of any court in connection with
this Agreement is not paid on the date of such judgment, the period beginning on
such due date or, as the case may be, the date of such judgment and ending on
the Business Day on which the obligation of such Obligor to pay the Unpaid Sum
is discharged shall be divided into successive periods, each of which (other
than the first) shall start on the last day of the preceding such period (which
shall be a Business Day) and the duration of each of which shall (except as
otherwise provided in this Clause 28) be selected by the Facility
Agent.

           

          
            	
                     28.2

                  	
                    Default
      Rate

                  


          

           

          During
each such period relating thereto as is mentioned in Clause 28.1 (Consequences of Non-Payment)
an Unpaid Sum shall bear interest at the rate per annum which is the sum from
time to time of 1%, the Applicable Margin (provided that if any Unpaid Sum is
not directly referable to a particular Facility the Applicable Margin shall be
the Revolving Facility Margin (or, following the Final Maturity Date for the
Revolving Facility, the Secondary Revolving Facility Margin), the Associated
Costs Rate at such time and EURIBOR or LIBOR, as the case may be, on the
Quotation Date therefor, provided that:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          if,
      for any such period, EURIBOR or LIBOR, as the case may be, cannot be
      determined, the rate of interest applicable to each Lender’s portion of
      such Unpaid Sum shall be the rate per annum which is the sum of 1%, the
      Applicable Margin, (as aforesaid), and the Associated Costs Rate at such
      time and the rate per annum that shall be notified to the Facility Agent
      by such Lender as soon as practicable after the beginning of such period
      as being that which expresses as a percentage rate per annum the cost to
      such Lender of funding from whatever sources it may reasonably select its
      portion of such Unpaid Sum during such period;
      and

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          if
      such Unpaid Sum is all or part of an Advance which became due and payable
      on a day other than the last day of an Interest Period or Term relating
      thereto, the first Interest Period applicable to it shall be of a duration
      equal to the unexpired portion of that Interest Period or Term and the
      rate of interest applicable thereto from time to time during such Interest
      Period shall be that which exceeds by 1% the rate which would have been
      applicable to it had it not so fallen
      due.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     28.3

                  	
                    Maturity
      of Default Interest

                  


          

           

          Any
interest which shall have accrued under Clause 28.2 (Default Rate) in respect of
an Unpaid Sum shall be due and payable and shall be paid by the Obligor owing
such sum at the end of the period by reference to which it is calculated or on
such other dates as the Facility Agent may specify by written notice to such
Obligor.

           

          
            	
                     28.4

                  	
                    Construction
      of Unpaid Sum

                  


          

           

          Any
Unpaid Sum shall (for the purposes of this Clause 28 (Default Interest),
Clause 18 (Increased
Costs), Clause 31 (Borrowers’ Indemnities) and
Schedule 6 (Associated Costs
Rate)) be treated as an advance and accordingly in those provisions the
term “Advance” includes any Unpaid Sum and the term “Interest Period” and
“Term”, in relation to an Unpaid Sum, includes each such period relating thereto
as is mentioned in Clause 28.1 (Consequences of
Non-Payment).

           

          
            	
                     29.

                  	
                    GUARANTEE AND INDEMNITY

                  


          

           

          
            	
                     29.1

                  	
                    Guarantee

                  


          

           

          With
effect from the Merger Closing Date or if later, the date on which it accedes to
this Agreement in such capacity, subject to Clause 29.9 (Limitation of Telewest Group
Guarantees) and Clause 29.12 (Limitation of Baseball Group
Guarantees):

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          each
      Guarantor irrevocably and unconditionally guarantees, jointly and
      severally, to each of the Finance Parties the due and punctual payment by
      each of the Borrowers of all sums payable by it under each of the Finance
      Documents (other than the C Facility Liabilities) and agrees that promptly
      on demand it will pay to the Facility Agent each and every sum of money
      (other than the C Facility Liabilities) which any of the Borrowers is at
      any time liable to pay to any Finance Party under or pursuant to any
      Finance Document and which has become due and payable but has not been
      paid at the time such demand is made and provided that before any such
      demand is made on a Restricted Guarantor, demand for payment of the
      relevant sum shall first have been made on the relevant Borrower;
      and

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      Parent irrevocably and unconditionally guarantees to each of the C
      Facility Lenders the due and punctual payment by the Company of all sums
      payable by it under or in connection with the C Facility Liabilities and
      agrees that promptly on demand it will pay to the Facility Agent each and
      every sum of money due under or in connection with the C Facility
      Liabilities which the Company is at any time liable to pay to the C
      Facility Lenders under or pursuant to this Agreement and which has become
      due and payable but has not been paid at the time such demand is
      made.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     29.2

                  	
                    Indemnity

                  


          

           

          With
effect from the Merger Closing Date, or if later, the date upon which it accedes
to this Agreement in such capacity, subject to Clause 29.9 (Limitation of Telewest Group
Guarantees) and Clause 29.12 (Limitation of Baseball Group
Guarantees):

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          each
      Guarantor (other than a Restricted Guarantor) irrevocably and
      unconditionally agrees, jointly and severally, as primary obligor and not
      only as surety, to indemnify and hold harmless each Finance Party on
      demand by the Facility Agent from and against any loss incurred by such
      Finance Party as a result of any of the obligations of the Borrowers under
      or pursuant to any Finance Document (other than in respect of the C
      Facility Liabilities) being or becoming void, voidable, unenforceable or
      ineffective as against any Borrower for any reason whatsoever (whether or
      not known to that Finance Party or any other person) the amount of such
      loss being the amount which the Finance Party suffering it would otherwise
      have been entitled to recover from such Borrower;
      and

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      Parent irrevocably and unconditionally agrees as primary obligor and not
      only as surety, to indemnify and hold harmless the C Facility Lenders on
      demand by the Facility Agent from and against any loss incurred by such C
      Facility Lender as a result of any of the obligations of the Company under
      or in connection with the C Facility Liabilities being or becoming void,
      voidable, unenforceable or ineffective as against the Company for any
      reason whatsoever (whether or not known to that C Facility Lender or any
      other person) the amount of such loss being the amount which the C
      Facility Lender suffering it would otherwise have been entitled to recover
      from the
      Company.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     29.3

                  	
                    Continuing
      and Independent Obligations

                  


          

           

          The
obligations of each Guarantor under this Agreement shall constitute and be
continuing obligations which shall not be released or discharged by any
intermediate payment or settlement of all or any of the obligations of each of
the Borrowers under the Finance Documents, shall continue in full force and
effect until the unconditional and irrevocable payment and discharge in full of
all amounts owing by each of the Borrowers under each of the Finance Documents
and are in addition to and independent of, and shall not prejudice or merge
with, any other security (or right of set-off) which any Finance Party may at
any time hold in respect of such obligations or any of them.

           

          
            	
                     29.4

                  	
                    Avoidance
      of Payments

                  


          

           

          Where any
release, discharge or other arrangement in respect of any obligation of any
Borrower, or any Security held by any Finance Party therefor, is given or made
in reliance on any payment or other disposition which is avoided or must be
repaid (whether in whole or in part) in an insolvency, liquidation or otherwise
and whether or not any Finance Party has conceded or compromised any claim that
any such payment or other disposition will or should be avoided or repaid (in
whole or in part), the provisions of this Clause 29 shall continue as if
such release, discharge or other arrangement had not been given or
made.

           

          
            	
                     29.5

                  	
                    Immediate
      Recourse

                  


          

           

          None of
the Finance Parties shall be obliged, before exercising or enforcing any of the
rights conferred upon them in respect of the Guarantors by this Agreement or by
Law, to seek to recover amounts due from any Borrower or to exercise or enforce
any other rights or Security any of them may have or hold in respect of any of
the obligations of any Borrower under any of the Finance Documents save that no
demand for any payment may be made on any Restricted Guarantor unless such
demand has first been made on the relevant Borrower.

           

          
            	
                     29.6

                  	
                    Waiver
      of Defences

                  


          

           

          Neither
the obligations of the Guarantors contained in this Agreement nor the rights,
powers and remedies conferred on the Finance Parties in respect of the
Guarantors by this Agreement or by Law shall be discharged, impaired or
otherwise affected by:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      winding-up, dissolution, administration or reorganisation of any Borrower
      or any other person or any change in the status, function, control or
      ownership of any Borrower or any such
      person;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          any
      of the obligations of any Borrower or any other person under any Finance
      Document or any Security held by any Finance Party therefor being or
      becoming illegal, invalid, unenforceable or ineffective in any
      respect;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          any
      time or other indulgence being granted to or agreed (i) to or with any
      Borrower or any other person in respect of its obligations or (ii) in
      respect of any security granted under any Finance
      Documents;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          unless
      otherwise agreed, any amendment to, or any variation, waiver or release
      of, any obligation of, or any Security granted by, any Borrower or any
      other person under any Finance
      Document;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          any
      total or partial failure to take, or perfect, any Security proposed to be
      taken in respect of the obligations of any Borrower or any other person
      under the Finance
      Documents;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          any
      total or partial failure to realise the value of, or any release,
      discharge, exchange or substitution of, any security held by any Finance
      Party in respect of any Borrower’s obligations under any Finance Document;
      or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(g)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          any
      other act, event or omission which might operate to discharge, impair or
      otherwise affect any of the obligations of any of the Guarantors under
      this Agreement or any of the rights, powers or remedies conferred upon the
      Finance Parties or any of them by this Agreement or by
      Law.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     29.7

                  	
                    No
      Competition

                  


          

           

          Until all
amounts which may become payable by the Borrowers under or in connection with
the Finance Documents have been paid in full, any rights which any Guarantor may
at any time have by way of contribution or indemnity in relation to any of the
obligations of the Borrowers under any of the Finance Documents or to claim or
prove as a creditor of any Borrower or any other person or its estate in
competition with the Finance Parties or any of them, shall be exercised by such
Guarantor only if and to the extent that the Facility Agent so requires and in
such manner and upon such terms as the Facility Agent may specify and each
Guarantor shall hold any moneys, rights or security held or received by it as a
result of the exercise of any such rights on trust for the Facility Agent for
application in or towards payment of any sums at any time owed by the Borrowers
under any of the Finance Documents as if such moneys, rights or security were
held or received by the Facility Agent under this Agreement.

           

          
            	
                     29.8

                  	
                    Appropriation

                  


          

           

          To the
extent any Finance Party receives any sum from any Guarantor in respect of the
obligations of any of the other Obligors under any of the Finance Documents
which is insufficient to discharge all sums which are then due and payable in
respect of such obligations of such other Obligors, such Finance Party shall not
be obliged to apply any such sum in or towards payment of amounts owing by such
other Obligor under any of the Finance Documents, and any such sum may, in the
relevant Finance Party’s discretion, be credited to a suspense or impersonal
account and held in such account pending the application from time to time (as
the relevant Finance Party may think fit) of such sums in or towards the
discharge of such liabilities owed to it by such other Obligor under the Finance
Documents as such Finance Party may select provided that such Finance Party
shall promptly make such application upon receiving sums sufficient to discharge
all sums then due and payable to it by such other Obligor under the Finance
Documents.

           

          
            	
                     29.9

                  	
                    Limitation
      of Telewest Group Guarantees

                  


          

           

          The
guarantees and indemnities provided by any member of the Telewest Group
hereunder shall not extend to any sums payable under any of the Finance
Documents relating to the B2 Facility, B3 Facility, B4 Facility, B8 Facility, B9
Facility or B10 Facility or any sums emanating therefrom, except to the extent
that such members of the Telewest Group have complied with paragraph (d) of
Clause 3.3 (Vanilla Conditions
Subsequent).

           

          
            	
                     29.10

                  	
                    Limitation
      of Liabilities of United States
Guarantors

                  


          

           

          Each
Restricted Guarantor and each of the Finance Parties (by its acceptance of the
benefits of the guarantee under this Clause 29) hereby confirms its
intention that this guarantee should not constitute a fraudulent transfer or
conveyance for the purposes of any bankruptcy, insolvency or similar law, the
United States Uniform Fraudulent Conveyance Act or any similar Federal, state or
foreign law.  To effectuate the foregoing intention, each Restricted
Guarantor and each of the Finance Parties (by its acceptance of the benefits of
the guarantee under this Clause 29) hereby irrevocably agrees that its
obligations under this Clause 29 shall be limited to the maximum amount as
will, after giving effect to such maximum amount and all other (contingent or
otherwise) liabilities of such Restricted Guarantor that are relevant under such
laws, and after giving effect to any rights to contribution pursuant to any
agreement providing for an equitable contribution among such Restricted
Guarantor and the other Guarantors, result in the obligations of such Restricted
Guarantor in respect of such maximum amount not constituting a fraudulent
transfer or conveyance.

           

          
            	
                     29.11

                  	
                    Droit
      de Discussion and Droit de Division

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Any
      right which at any time any Guarantor may have under the existing or
      future laws of Jersey whether by virtue of the droit de discussion or
      otherwise to require that recourse be had to the assets of any other
      person before any claim is enforced against such Guarantor in respect of
      the obligations assumed by such Guarantor under or in connection with
      any Finance Document is hereby
      waived.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Any
      right which at any time any Guarantor may have under the existing or
      future laws of Jersey whether by virtue of the droit de division or
      otherwise to require that any liability under any guarantee or indemnity
      given in or in connection with any Finance Document be divided or
      apportioned with any other person or reduced in any manner whatsoever is
      hereby
    waived.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     29.12

                  	
                    Limitation
      of Baseball Group Guarantees

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      guarantees and indemnities provided by any member of the Baseball Group
      hereunder shall not extend to any sums payable under any of the Finance
      Documents relating to the B5 Facility, B6 Facility, B11 Facility or B12
      Facility or any sums emanating therefrom, to the extent that such
      guarantees or indemnities would constitute unlawful financial assistance
      under Sections 151 to 158 of the Act with respect to such B5 Facility, B6
      Facility, B11 Facility or B12
      Facility.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Each
      of the Finance Parties and the Obligors agree that for the purposes of
      each of the Security Documents to which any member of the Baseball Group
      is a party and in relation to any security granted by any member of the
      Baseball Group thereunder, the definition of “Secured Obligations” (which,
      in turn, refers to the definitions of “Security Trustee Liabilities”,
      “Senior Liabilities” and “Hedging Liabilities”) shall, in each case, not
      extend to any sum due and payable under any of the Finance Documents to
      the extent that, if it were so extended, the Security (or any part
      thereof) created by any provision of the Security Documents would be
      unlawful or prohibited by any applicable
      law.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     30.

                  	
                    AGENTS

                  


          

           

          
            	
                     30.1

                  	
                    Appointment
      of the Agents

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Each
      of the other Finance Parties appoints the Facility Agent to act as its
      agent under and in connection with the Finance Documents and authorises
      the Facility Agent to exercise the rights, powers, authorities and
      discretions specifically delegated to it under or in connection with the
      Finance Documents together with any other incidental rights, powers,
      authorities and
      discretions.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Each
      of the other Finance Parties appoints the US Paying Agent to act as its
      agent under and in connection with the Finance
      Documents.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     30.2

                  	
                    Appointment
      of the Administrative Agent

                  


          

           

          Each of
the other Finance Parties appoints the Administrative Agent to act as its agent
under and in connection with the Finance Documents.

           

          
            	
                     30.3

                  	
                    Duties
      of the Facility Agent/US Paying
Agent

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Facility Agent and/or the US Paying Agent, as applicable, shall promptly
      inform each Lender of the contents of any notice or document received by
      it in its capacity as Facility Agent from the Parent or any of the
      Obligors under the Finance
      Documents.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Facility Agent shall promptly notify the Lenders of the occurrence of any
      Event of Default or any default by an Obligor in the due performance of or
      compliance with its obligations under any Finance Document upon becoming
      aware of the
      same.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          If
      so instructed by an Instructing Group, the Facility Agent shall refrain
      from exercising any power or discretion vested in it as agent under any
      Finance
      Document.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      duties of the Facility Agent and the US Paying Agent, as the case may be,
      under the Finance Documents are, save to the extent otherwise expressly
      provided, solely mechanical and administrative in
      nature.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     30.4

                  	
                    Role
      of the Bookrunners, the Arrangers and the Administrative
    Agent

                  


          

           

          Except as
specifically provided in the Finance Documents, none of the Bookrunners, the
Arrangers, or the Administrative Agent shall have any obligations of any kind to
any other party under or in connection with any Finance Document.

           

          
            	
                     30.5

                  	
                    No
      Fiduciary Duties

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Nothing
      in the Finance Documents constitutes the Agents or any of the Arrangers as
      a trustee or fiduciary of any other
      person.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Neither
      the Agents nor any of the Arrangers shall be bound to account to any
      Lender for any sum or the profit element of any sum received by it for its
      own
    account.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     30.6

                  	
                    Business
      with the Group

                  


          

           

          Any of
the Agents and the Arrangers may accept deposits from, lend money to and
generally engage in any kind of banking or other business with any member of the
Group.

           

          
            	
                     30.7

                  	
                    Discretion
      of the Agents

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Agents may rely
      on:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	any representation, notice or document
      believed by it to be genuine, correct and appropriately authorised;
      and
	 	 	 	 
	 	 	(ii)	any statement made by a director, authorised
      signatory or employee of any person regarding any matters which may
      reasonably be assumed to be within his knowledge or within his power to
      verify.


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Agents may assume, unless it has received notice to the contrary in its
      capacity as agent for the Lenders,
      that:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	no Default has occurred;
	 	 	 	 
	 	 	(ii)	any right, power, authority or discretion
      vested in this Agreement upon any party, the Lenders or an Instructing
      Group has not been exercised;
and


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                	 	 	(iii)	any notice or
      request made by the Obligors’ Agent is made on behalf of and with the
      consent and knowledge of the Parent and all the
  Obligors.


              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Agents may engage, pay for and rely on the advice or services of any
      lawyers, accountants, surveyors or other
      experts.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Agents may act in relation to the Finance Documents through its personnel
      and
  agents.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Facility Agent may execute on behalf of any L/C Bank any Documentary
      Credit issued under this
      Agreement.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     30.8

                  	
                    Instructing
      Group’s Instructions

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Unless
      a contrary indication appears in a Finance Document, the Facility Agent
      (or the US Paying Agent, as applicable) shall (i) act in accordance
      with any instructions given to it by an Instructing Group or RCF Facility
      Instructing Group, as applicable (or, if so instructed by an Instructing
      Group or RCF Facility Instructing Group, as applicable, refrain from
      acting or exercising any right, power, authority or discretion vested in
      it as Facility Agent) and (ii) shall not be liable to any Finance
      Party for any act (or omission) if it acts (or refrains from taking any
      action) in accordance with such an instruction of an Instructing
      Group.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Unless
      a contrary indication appears in a Finance Document, any instructions
      given by (i) an Instructing Group will be binding on all the Finance
      Parties or (ii) an RCF Facility Instructing Group will be binding on
      all the Lenders under the Revolving
      Facility.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Facility Agent (or the US Paying Agent, as applicable) may refrain from
      acting in accordance with the instructions of an Instructing Group, an RCF
      Facility Instructing Group, or, if appropriate, the Lenders until it has
      received such security or collateral as it may require for any cost, loss
      or liability which it may incur in complying with such
      instructions.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          In
      the absence of instructions from an Instructing Group, a RCF Facility
      Instructing Group, or, if appropriate, the Lenders, the Facility Agent (or
      the US Paying Agent, as applicable) may act (or refrain from taking
      action) as it considers to be in the best interests of the
      Lenders.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          None
      of the Agents shall be authorised to act on behalf of a Lender in any
      legal or arbitration proceedings relating to any Finance Document without
      first obtaining the Lender’s consent to do
      so.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     30.9

                  	
                    No
      Responsibility

                  


          

           

          None of
the Agents or the Arrangers shall be:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          responsible
      for the adequacy, accuracy and/or completeness of any information (whether
      oral or written) supplied by any Finance Party or an Obligor or any other
      person in or in connection with any Finance Document, including the
      Information Memoranda, the Agreed Business Plan and any Budget;
      or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          responsible
      for the legality, validity, effectiveness, adequacy or enforceability of
      any Finance Document or any other agreement, arrangement or document
      entered into, made or executed in anticipation of or in connection with
      any Finance
      Document.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     30.10

                  	
                    Exclusion
      of Liability

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Without
      limiting paragraph (b) of this Clause, the Agents will not be liable
      to any Finance Party for any action taken by it under or in connection
      with any Finance Document, unless directly caused by its negligence or
      wilful
      misconduct.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Each
      of the Lenders agrees that it will not take any proceedings, or assert or
      seek to assert any claim, against any officer, employee or agent of either
      of the Agents in respect of any claim it might have against the Facility
      Agent or in respect of any act or omission of any kind by that officer,
      employee or agent in relation to any Finance Document and agrees that any
      officer, employee or agent of the Facility Agent may enforce this
      provision.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Facility Agent will not be liable for any failure to notify any person of
      any matter referred to in Clause 14.10 (Notification) or any
      delay (or any related consequences) in crediting an account with an amount
      required under the Finance Documents to be paid by it if it has taken all
      reasonable steps to comply with Clause 14.10  (Notification) and taken
      all necessary steps as soon as reasonably practicable to comply with the
      regulations or operating procedures of any recognised clearing or
      settlement system used by it for that
      purpose.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     30.11

                  	
                    Lender’s
      Indemnity

                  


          

           

          Each
Lender shall (in its relevant Proportion (as determined at all times for these
purposes in accordance with paragraph (c) of the definition of
“Proportion”) indemnify the Agents from time to time on demand by the Agents
against any cost, loss or liability incurred by such Agent (otherwise than by
reason of its negligence or wilful misconduct) in acting as an Agent under the
Finance Documents (unless it has been reimbursed therefor by an Obligor pursuant
to the terms of the Finance Documents).

           

          
            	
                     30.12

                  	
                    Resignation

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Facility Agent or the US Paying Agent may resign and appoint one of its
      Affiliates acting through an office in the United Kingdom (or, in the case
      of the US Paying Agent, acting through an office in the State of New York)
      as successor Agent by giving notice to the Lenders and the
      Company.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Facility Agent or the US Paying Agent may resign without having designated
      a successor as agent under paragraph (a) above (and shall do so if so
      required by an Instructing Group) by giving notice to the Lenders and the
      Company, in which case an Instructing Group may appoint a successor
      Facility Agent (acting through an office in the United Kingdom), or a
      successor US Paying Agent (acting through an office in the State of New
      York), approved by the Company or the US Borrower, acting
      reasonably.  If an Instructing Group has not appointed a
      successor Facility Agent or successor US Paying Agent in accordance with
      this paragraph (b) within 30 days after notice of resignation was
      given, the Facility Agent may appoint a successor Facility Agent (acting
      through an office in the United Kingdom) and/or the US Paying Agent may
      appoint a successor US Paying Agent (acting through an office in the State
      of New York), approved by the Company, acting
      reasonably.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      retiring Facility Agent or US Paying Agent, as applicable shall, at the
      Borrowers’ cost, make available to its successor such documents and
      records and provide such assistance as its successor may reasonably
      request for the purposes of performing its functions as Facility Agent or
      US Paying Agent, as applicable under the Finance
      Documents.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      resignation notice of the Facility Agent or the US Paying Agent shall only
      take effect upon the appointment of a successor Facility Agent or US
      Paying Agent, as
      applicable.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Upon
      the appointment of a successor, the retiring Facility Agent or US Paying
      Agent, as applicable shall be discharged from any further obligation in
      respect of the Finance Documents but shall remain entitled to the benefit
      of this Clause 30.  The Facility Agent’s successor or US
      Paying Agent’s successor, as applicable, and each of the other parties to
      this Agreement shall have the same rights and obligations amongst
      themselves as they would have had if such successor Facility Agent or
      successor US Paying Agent, as applicable had been an original party as
      Facility Agent or as US Paying Agent, as the case may
      be.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Unless
      otherwise agreed between the Administrative Agent and the Borrower, the
      Administrative Agent shall automatically resign (and no successor shall
      need to be appointed) on the day upon which it ceases to be a party to
      this Agreement in the capacity as a
      Lender.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     30.13

                  	
                    Confidentiality

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Facility Agent (in acting as agent for the Finance Parties), the US Paying
      Agent (in acting as US paying agent for the Lenders to the US Borrower)
      and the Administrative Agent (in acting as agent for the Lenders) shall be
      regarded as acting through its agency division which shall be treated as a
      separate entity from any other of its divisions or
      departments.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          If
      information is received by another division or department of the Facility
      Agent, US Paying Agent or the Administrative Agent it may be treated as
      confidential to that division or department and the Facility Agent, US
      Paying Agent or the Administrative Agent, as the case may be, shall not be
      deemed to have notice of
      it.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Notwithstanding
      any other provision of any Finance Document to the contrary, the Finance
      Parties are not obliged to disclose to any other person (i) any
      confidential information or (ii) any other information if the disclosure
      would, or might in its reasonable opinion, constitute a breach of any
      Law.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Notwithstanding
      any other provision of any Finance Document, the parties (and each
      employee, representative or other agent of the parties) may disclose to
      any and all persons, without limitation of any kind, the tax treatment and
      any facts that may be relevant to the tax structure of the transaction,
      provided, however, that no party (and no employee, representative, or
      other agent thereof) shall disclose any other information that is not
      relevant to understanding the tax treatment and tax structure of the
      transaction (including the identity of any party and any information that
      could lead another to determine the identity of any party), or any other
      information to the extent that such disclosure could reasonably result in
      a violation of any applicable securities
      law.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     30.14

                  	
                    Facility
      Office

                  


          

           

          Each of
the Agents may treat each Lender as a Lender, entitled to payments under this
Agreement and acting through its Facility Office unless it has received not less
than 5 Business Days’ prior notice from that Lender to the contrary in
accordance with the terms of this Agreement.

           

          
            	
                     30.15

                  	
                    Lenders’
      Associated Costs Details

                  


          

           

          To the
extent applicable, each Lender shall supply the Facility Agent and/or the US
Paying Agent, as applicable, with any information required by the Facility Agent
in order to calculate the Associated Costs Rate in accordance with Schedule 6
(Associated Costs
Rate).

           

          
            	
                     30.16

                  	
                    Credit
      Appraisal by the Lenders

                  


          

           

          Without
affecting the responsibility of the Parent or any Obligor for information
supplied by it or on its behalf in connection with any Finance Document, each
Lender confirms to each of the Agents, the Bookrunners and the Arrangers that it
has been, and will continue to be, solely responsible for making its own
independent appraisal and investigation of all risks arising under or in
connection with any Finance Document including but not limited to:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      financial condition, status and nature of each member of the
      Group;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      legality, validity, effectiveness, adequacy or enforceability of any
      Finance Document and any other agreement, arrangement or document entered
      into, made or executed in anticipation of, under or in connection with any
      Finance
      Document;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          whether
      that Lender has recourse, and the nature and extent of that recourse,
      against any party or any of its respective assets under or in connection
      with any Finance Document, the transactions contemplated by the Finance
      Documents or any other agreement, arrangement or document entered into,
      made or executed in anticipation of, under or in connection with any
      Finance Document;
      and

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      adequacy, accuracy and/or completeness of the Information Memoranda, the
      Agreed Business Plan and each Budget and any other information provided by
      the Agents, the Bookrunners, the Arrangers or by any other person under or
      in connection with any Finance Document, the transactions contemplated by
      the Finance Documents or any other agreement, arrangement or document
      entered into, made or executed in anticipation of, under or in connection
      with any Finance
      Document.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     30.17

                  	
                    Deduction
      from Amounts Payable by the Agents

                  


          

           

          If any
amount is due and payable by any party to the Facility Agent, the US Paying
Agent or the Administrative Agent under any Finance Document the Facility Agent,
the US Paying Agent or the Administrative Agent, as the case may be, may, after
giving notice to that party, deduct an amount not exceeding that amount from any
payment to that party which the Facility Agent, the US Paying Agent or the
Administrative Agent would otherwise be obliged to make under the Finance
Documents and apply the amount deducted in or towards satisfaction of the amount
owed.  For the purposes of the Finance Documents that party shall be
regarded as having received such payment without any such
deduction.

           

          
            	
                     30.18

                  	
                    Obligors’
      Agent

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Parent and each Obligor (other than the Company and the US Borrower)
      irrevocably authorises the Company to act on its behalf as its agent in
      relation to the Finance Documents and irrevocably
      authorises:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	
                                                        the Company on its behalf to
      supply all information concerning itself, its financial condition and
      otherwise to the relevant persons contemplated under this Agreement and to
      give all notices and instructions to execute on its behalf any Finance
      Document and to enter into any agreement in connection with the Finance
      Documents notwithstanding that the same may affect the Parent or such
      Obligor, without further reference to or the consent of the Parent or such
      Obligor; and

                                                      
	 	 	 	 
	 	 	(ii)	each Finance Party to give any notice, demand
      or other communication to be given to or served on the Parent or such
      Obligor pursuant to the Finance Documents to the Company on its
      behalf,


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          and in
each such case the Parent or such Obligor will be bound thereby as though the
Parent or such Obligor itself had supplied such information, given such notice
and instructions, executed such Finance Document and agreement or received any
such notice, demand or other communication.

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Every
      act, omission, agreement, undertaking, settlement, waiver, notice or other
      communication given or made by the Obligors’ Agent under any Finance
      Document, or in connection with this Agreement (whether or not known to
      the Parent or any other Obligor, as the case may be, and whether occurring
      before or after such person became party to this Agreement), shall be
      binding for all purposes on the Parent and all other Obligors (other than
      the US Borrower) as if the Parent or the other Obligors (other than the US
      Borrower) had expressly made, given or concurred with the
      same.  In the event of any conflict between any notices or other
      communications of the Obligors’ Agent and the Parent or any other Obligor
      (other than the US Borrower), those of the Obligors’ Agent shall
      prevail.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     30.19

                  	
                    Co-operation
      with the Agents

                  


          

           

          Each
Lender and each Obligor will co-operate with each of the Agents to complete any
legal requirements imposed on the Agents in connection with the performance of
its duties under this Agreement and shall supply any information requested by
the Agents in connection with the proper performance of those duties provided
that neither the Parent nor any Obligor shall be under any obligation to provide
any information the supply of which would be contrary to any confidentiality
obligation binding on any member of the Group or prejudice the retention of
legal privilege in such information and provided further that neither the Parent
nor any Obligor shall (and the Company shall procure that no member of the Bank
Group shall) be able to deny the Agents any such information by reason of it
having entered into a  confidentiality undertaking which would prevent
it from disclosing, or be able to claim any legal privilege in respect of, any
financial information relating to itself or the Group.

           

          
            	
                     30.20

                  	
                    “Know
      your client” checks

                  


          

           

          Nothing
in this Agreement shall oblige the either of the Agents or the Arrangers to
carry out any “know your client” or other applicable anti-money laundering
checks in relation to the identity of any person on behalf of any Lender and
each Lender confirms to the each of the Agents, the Bookrunners and the
Arrangers that it is solely responsible for any such checks it is required to
carry out and that it may not rely on any statement in relation to such checks
made by any other person.

           

          
            	
                     30.21

                  	
                    US
      Paying Agent

                  


          

           

          The
Facility Agent shall delegate to any of its affiliates or appoint one or more
agents in the US for the purposes of facilitating any payments required to be
made to the US Borrower under this Agreement (and the US Borrower has the right
to consent to such delegation). Any such delegation or appointment may be made
upon such terms and conditions (including the power to sub-delegate or appoint
any sub-agents) and subject to such restrictions as the Facility Agent and the
US Borrower may
think fit in the interests of the Finance Parties and the Facility Agent shall
not be bound to supervise, or be in any way responsible for any loss incurred by
reason of any misconduct or default on the part of any such delegate,
sub-delegate, agent or sub-agent.  The Facility Agent and the US
Borrower may agree, without the prior consent of any other person, such
amendments which are of an administrative or technical nature, as may be
necessary for the purposes of giving effect to any such delegation or
appointment and such amendments, once made, shall be binding on each of Finance
Parties.

           

          
            	
                     31.

                  	
                    BORROWERS’ INDEMNITIES

                  


          

           

          
            	
                     31.1

                  	
                    General
      Indemnities

                  


          

           

          With
effect from the Merger Closing Date, each of the Borrowers undertake, on a joint
and several basis, to indemnify:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          each
      of the Finance Parties against any out-of-pocket cost, claim, loss,
      expense (including legal fees) or liability, which any of them may sustain
      or incur as a consequence of the occurrence of any Default;
      and

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          each
      Lender against any out-of-pocket loss it may suffer or incur as a result
      of (i) its funding or making arrangements to fund its portion of an
      Advance or (ii) its issuing or making arrangements to issue a Documentary
      Credit or (iii) its funding or making arrangements to fund any Ancillary
      Facility made available by it, in each case requested by any Borrower
      under this Agreement but not made by reason of the operation of any one or
      more of the provisions of this Agreement (save as a result of such
      Lender’s own gross negligence or wilful
      default).

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     31.2

                  	
                    Break
      Costs

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Each
      Borrower shall, within 3 Business Days of demand by a Finance Party, pay
      to that Finance Party its Break Costs attributable to all or any part of
      any Advance or Unpaid Sum being paid by that Borrower on a day other than
      the last day of an Interest Period or Term for that Advance or Unpaid
      Sum.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Each
      Lender shall, as soon as reasonably practicable after a demand by the
      Facility Agent, provide a certificate confirming the amount of its Break
      Costs for any Interest Period or Term in which they
      accrue.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     32.

                  	
                    CURRENCY OF ACCOUNT

                  


          

           

          
            	
                     32.1

                  	
                    Currency

                  


          

           

          Sterling
is the currency of account and payment for each and every sum at any time due
from any Obligor under this Agreement provided that:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          each
      repayment of any Outstandings or Unpaid Sum (or part of it) shall be made
      in the currency in which those Outstandings or Unpaid Sum are denominated
      on their due
      date;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          interest
      shall be payable in the currency in which the sum in respect of which such
      interest is payable was denominated when that interest
      accrued;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          each
      payment in respect of costs and expenses shall be made in the currency in
      which the same were incurred;
      and

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          each
      payment pursuant to Clause 17.3 (Tax Indemnity) or
      Clause 18.1 (Increased Costs) shall
      be made in the currency specified by the Finance Party claiming under it,
      acting
      reasonably.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     32.2

                  	
                    Currency
      Indemnity

                  


          

           

          If any
sum due from the Parent or any Obligor under this Agreement or any order or
judgment given or made in relation to this Agreement has to be converted from
the currency (the “first
currency”) in which the same is payable under this Agreement or under
such order or judgment into another currency (the “second currency”) for the
purpose of (a) making or filing a claim or proof against the Parent or such
Obligor, (b) obtaining an order or judgment in any court or other tribunal
or (c) enforcing any order or judgment given or made in relation to this
Agreement, each Borrower agrees, with effect from the Merger Closing Date, to
indemnify and hold harmless each of the persons to whom such sum is due from and
against any loss suffered or incurred as a result of any discrepancy between
(x) the rate of exchange used for such purpose to convert the sum in
question from the first currency into the second currency and (y) the rate
or rates of exchange at which such person may in the ordinary course of business
purchase the first currency with the second currency at the time of receipt of
the sum paid to it in satisfaction, in whole or in part, of any such order,
judgment, claim or proof.

           

          
            	
                     33.

                  	
                    PAYMENTS

                  


          

           

          
            	
                     33.1

                  	
                    Payment
      to the Facility Agent and the US Paying
Agent

                  


          

           

          On each
date on which this Agreement requires an amount to be paid by the Parent or any
Obligor or any of the Lenders under this Agreement, the Parent or such Obligor
or, as the case may be, such Lender shall make the same available to the
Facility Agent or, in the case of payments by the US Borrower, the US Paying
Agent by payment in same day funds (or such other funds as may for the time
being be customary for the settlement of transactions in the relevant currency)
to such account or bank as the Facility Agent or US Paying Agent, as applicable
(acting reasonably) may have specified for this purpose and any such payment
which is made for the account of another person shall be made in time to enable
the Facility Agent or US Paying Agent, as applicable to make available such
person’s portion of it to such other person in accordance with Clause 33.2
(Same Day
Funds).

           

          
            	
                     33.2

                  	
                    Same
      Day Funds

                  


          

           

          Save as
otherwise provided in this Agreement, each payment received by the Facility
Agent or US Paying Agent, as applicable for the account of another person shall
be made available by the Facility Agent to such other person (in the case of a
Lender, for the account of its Facility Office) for value the same day by
transfer to such account of such person with such bank in a Participating Member
State or London (or for payments in Dollars or any Optional Currency, in the
applicable financial centre) as such person shall have previously notified to
the Facility Agent or US Paying Agent, as applicable, for this
purpose.

           

          
            	
                     33.3

                  	
                    Clear
      Payments

                  


          

           

          Any
payment required to be made by the Parent or any Obligor under this Agreement
shall be calculated without reference to any set-off or counterclaim and shall
be made free and clear of, and without any deduction for or on account of, any
set-off or counterclaim.

           

          
            	
                     33.4

                  	
                    Partial
      Payments

                  


          

           

          If the
Facility Agent or US Paying Agent, as applicable, receives a payment that is
insufficient to discharge all the amounts then due and payable by the Parent or
any Obligor under the Finance Documents, the Facility Agent or US Paying Agent,
as applicable, shall, unless otherwise instructed by an Instructing Group, apply
that payment towards the obligations of that Obligor under the Finance Documents
in the following order:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          first,
      in payment in or towards payment pro rata of any unpaid
      fees, costs and expenses incurred by the Facility Agent or US Paying
      Agent, as applicable, and the L/C Bank under the Finance
      Documents;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          secondly,
      in or towards payment pro rata of any accrued
      interest or commission due but unpaid under any Finance
      Document;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          thirdly,
      in or towards payment pro rata of any
      principal due but unpaid under any Finance Document;
      and

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          fourthly,
      in or towards payment pro rata of any other
      sum due but unpaid under the Finance
      Documents,

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          and such
application shall override any appropriation made by an Obligor provided that
each C Facility Lender agrees that to the extent that (i) the net proceeds of
any enforcement of Security and (ii) any other recoveries and/or proceeds from
any Obligor, including without limitation, pursuant to a demand made under
Clause 29 (Guarantees and
Indemnity) (other than in the case of sub-paragraph (ii), such other
recoveries and/or proceeds from the Parent or the Company) are to be applied in
accordance with this Clause 33.4, such proceeds shall be applied in
accordance with this Clause 33.4 until all amounts due under the Finance
Documents (other than the C Facility Liabilities) have been discharged in
full.

           

          
            	
                     33.5

                  	
                    Indemnity

                  


          

           

          Where a
sum is to be paid under the Finance Documents to the Facility Agent or US Paying
Agent, as applicable, for the account of another person, the Facility Agent or
US Paying Agent, as applicable, shall not be obliged to make the same available
to that other person (or to enter into or perform any exchange contract in
connection therewith) until it has been able to establish to its satisfaction
that it has actually received such sum, but if it does so and it proves to be
the case that it had not actually received such sum, then the person to whom
such sum (or the proceeds of such exchange contract) was (or were) so made
available shall on request refund the same to the Facility Agent or the US
Paying Agent, as applicable, together with an amount sufficient to indemnify and
hold harmless the Facility Agent or US Paying Agent, as applicable, from and
against any cost or loss it may have suffered or incurred by reason of its
having paid out such sum (or the proceeds of such exchange contract) prior to
its having received such sum.  This indemnity shall only apply to the
Obligors with effect from the Merger Closing Date.

           

          
            	
                     33.6

                  	
                    Notification
      of Payment

                  


          

           

          Without
prejudice to the liability of each party to this Agreement to pay each amount
owing by it under this Agreement on the due date therefor, whenever a payment is
expected to be made by any of the Finance Parties, the Facility Agent or the US
Paying Agent, as applicable, shall give notice prior to the expected date for
such payment, notify all such Finance Parties of the amount, currency and timing
of such payment.

           

          
            	
                     33.7

                  	
                    Business
      Days

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Any
      payment which is due to be made on a day that is not a Business Day shall
      be made on the immediately succeeding Business Day in the same calendar
      month (if there is one) or the immediately preceding Business Day (if
      there is
    not).

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          During
      any extension of the due date for payment of any principal or an Unpaid
      Sum under this Agreement, interest is payable on such amount at the rate
      payable on the original due
      date.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     34.

                  	
                    SET-OFF

                  


          

           

          
            	
                     34.1

                  	
                    Right
      to Set-off

                  


          

           

          With
effect from the Merger Closing Date, the Parent and each of the Obligors
authorises each Lender to apply any credit balance to which the Parent or such
Obligor is entitled on any account of the Parent or such Obligor with that
Lender in satisfaction of any sum due and payable from the Parent or such
Obligor to such Lender under this Agreement but unpaid; for this purpose, each
Lender is authorised to purchase with the moneys standing to the credit of any
such account such other currencies as may be necessary to effect such
application.

           

          
            	
                     34.2

                  	
                    No
      Obligation

                  


          

           

          No Lender
shall be obliged to exercise any right given to it by Clause 34.1 (Right to
Set-Off).

           

          
            	
                     35.

                  	
                    SHARING AMONG THE FINANCE
PARTIES

                  


          

           

          
            	
                     35.1

                  	
                    Payments
      to Finance Parties

                  


          

           

          If a
Finance Party (a “Recovering
Finance Party”) receives or recovers any amount from the Parent or any
Obligor other than in accordance with Clause 33 (Payments) and applies that
amount to a payment due under the Finance Documents then:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      Recovering Finance Party shall, within 3 Business Days, notify details of
      the receipt or recovery to the Facility
      Agent;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      Facility Agent shall determine whether the receipt or recovery is in
      excess of the amount the Recovering Finance Party would have been paid had
      the receipt or recovery been received or made by the Facility Agent and
      distributed in accordance with Clause 33.4 (Partial Payments),
      without taking account of any tax which would be imposed on the Facility
      Agent in relation to the receipt, recovery or distribution;
      and

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      Recovering Finance Party shall, within 3 Business Days of demand by the
      Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal
      to such receipt or recovery less any amount which the Facility Agent
      determines may be retained by the Recovering Finance Party as its share of
      any payment to be made, in accordance with Clause 33.4 (Partial
      Payments).

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     35.2

                  	
                    Redistribution
      of Payments

                  


          

           

          The
Facility Agent shall treat the Sharing Payment as if it had been paid by the
Parent or the relevant Obligor and shall distribute it between the Finance
Parties (other than the Recovering Finance Party) in accordance with
Clause 33.4 (Partial
Payments).

           

          
            	
                     35.3

                  	
                    Recovering
      Finance Party’s Rights

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          On
      a distribution by the Facility Agent under Clause 35.2 (Redistribution of
      Payments), the Recovering Finance Party will be subrogated to the
      rights of the Finance Parties which have shared in the
      redistribution.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          If
      and to the extent that the Recovering Finance Party is not able to rely on
      its rights under paragraph (a) above, the Parent or the relevant
      Obligor shall be liable to the Recovering Finance Party for a debt equal
      to the Sharing Payment which is immediately due and
      payable.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     35.4

                  	
                    Reversal
      of Redistribution

                  


          

           

          If any
part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party,
then:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          each
      Finance Party which has received a share of the relevant Sharing Payment
      pursuant to Clause 35.2 (Redistribution of
      Payments) shall, upon the
      request of the Facility Agent, pay to the Facility Agent for account of
      that Recovering Finance Party an amount equal to its share of the Sharing
      Payment (together with an amount as is necessary to reimburse that
      Recovering Finance Party for its share of any interest on the Sharing
      Payment which that Recovering Finance Party is required to pay);
      and

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          that
      Recovering Finance Party’s rights of subrogation in respect of any
      reimbursement shall be cancelled and the Parent or the relevant Obligor
      will be liable to the reimbursing Finance Party for the amount so
      reimbursed.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     35.5

                  	
                    Exceptions

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          This
      Clause 35 shall not apply to the extent that the Recovering Finance
      Party would not, after making any payment pursuant to this Clause, have a
      valid and enforceable claim against the Parent or the relevant
      Obligor.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          A
      Recovering Finance Party is not obliged to share with any other Finance
      Party under this Clause 35, any amount which the Recovering Finance
      Party has received or recovered as a result of taking legal or arbitration
      proceedings,
      if:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	it notified such other Finance Party of the
      legal or arbitration proceedings; and
	 	 	 	 
	 	 	(ii)	
                                                        such other Finance Party had
      an opportunity to participate in those legal or arbitration proceedings
      but did not do so as soon as reasonably practicable having received notice
      of it or did not take separate legal or arbitration
      proceedings.

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            	
                     35.6

                  	
                    Ancillary
      Lenders

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          This
      Clause 35 shall not apply to any receipt or recovery by a Lender in
      its capacity as an Ancillary Lender at any time prior to service of notice
      under Clause 27.17 (Acceleration).

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Following
      service of notice under Clause 27.17 (Acceleration), this
      Clause 35 shall apply to all receipts or recoveries by Ancillary
      Lenders except to the extent that the receipt or recovery represents a
      reduction from the Designated Gross Amount for an Ancillary Facility to
      its Designated Net
      Amount.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     36.

                  	
                    CALCULATIONS AND
ACCOUNTS

                  


          

           

          
            	
                     36.1

                  	
                    Day
      Count Convention

                  


          

           

          Interest
and commitment commission shall accrue from day to day and shall be calculated
on the basis of a year of 365 days (in the case of amounts denominated in
Sterling) or 360 days (in the case of amounts denominated in any other currency)
(as appropriate or, in any case where market practice differs, in accordance
with market practice) and the actual number of days elapsed and any Tax
Deductions required to be made from any payment of interest shall be computed
and paid accordingly.

           

          
            	
                     36.2

                  	
                    Reductions

                  


          

           

          Any
repayment of any Advance denominated in an Optional Currency shall reduce the
amount of such Advance by the amount of such Optional Currency repaid and shall
reduce the Sterling Amount of such Advance proportionately.

           

          
            	
                     36.3

                  	
                    Reference
      Banks

                  


          

           

          Save as
otherwise provided in this Agreement, on any occasion a Reference Bank or Lender
fails to supply the Facility Agent with an interest rate quotation required of
it under the foregoing provisions of this Agreement, the rate for which such
quotation was required shall be determined from those quotations which are
supplied to the Facility Agent.

           

          
            	
                     36.4

                  	
                    Maintain
      Accounts

                  


          

           

          Each
Lender shall maintain in accordance with its usual practice accounts evidencing
the amounts from time to time lent by and owing to it under this
Agreement.

           

          
            	
                     36.5

                  	
                    Control
      Accounts

                  


          

           

          The
Facility Agent shall maintain on its books a control account or accounts in
which shall be recorded:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      amount and the Sterling Amount of any Advance or Unpaid Sum and the face
      amount and the Sterling Amount of any Documentary Credit, and each
      Lender’s share in
      it;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      Sterling Amount of the Ancillary Facility Commitment (if any) of each
      Lender
  ;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      amount of all principal, interest and other sums due or to become due from
      each of the Obligors to any of the Lenders under the Finance Documents and
      each Lender’s share in it;
      and

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      amount of any sum received or recovered by the Facility Agent under this
      Agreement and each Lender’s share in
      it.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     36.6

                  	
                    Prima
      Facie Evidence

                  


          

           

          In any
legal action or proceeding arising out of or in connection with this Agreement,
the entries made in the accounts maintained pursuant to Clause 36.4 (Maintain Accounts) and
Clause 36.5 (Control
Accounts) shall, in the absence of manifest error, be prima facie evidence of the
existence and amounts of the specified obligations of the Obligors.

           

          
            	
                     36.7

                  	
                    Certificate
      of Finance Party

                  


          

           

          A
certificate of a Finance Party as to the amount for the time being required to
indemnify it against any Tax Liability pursuant to Clause 17.3 (Tax Indemnity) or any
Increased Cost pursuant to Clause 18.1 (Increased Costs) shall, in
the absence of manifest error, be prima facie evidence of the
existence and amounts of the specified obligations of the
Borrowers.

           

          
            	
                     36.8

                  	
                    Certificate
      of the Facility Agent

                  


          

           

          A
certificate of the Facility Agent as to the amount at any time due from any
Borrower under this Agreement (or the amount which, but for any of the
obligations of any Borrower under this Agreement being or becoming void,
unenforceable or ineffective, at any time, would have been due from such
Borrower under this Agreement) shall, in the absence of manifest error, be prima facie evidence for the
purposes of Clause 29 (Guarantee and
Indemnity).

           

          
            	
                     36.9

                  	
                    Certificate
      of L/C Bank

                  


          

           

          A
certificate of an L/C Bank as to the amount paid out or at any time due in
respect of a Documentary Credit shall, absent manifest error, be prima facie evidence of the
payment of such amounts or (as the case may be) of the amounts outstanding in
any legal action or proceedings arising in connection therewith.

           

          
            	
                     37.

                  	
                    ASSIGNMENTS AND
TRANSFERS

                  


          

           

          
            	
                     37.1

                  	
                    Successors
      and Assignees

                  


          

           

          This
Agreement shall be binding upon and enure to the benefit of each party to this
Agreement and its or any subsequent successors, permitted assignees and
Transferees.

           

          
            	
                     37.2

                  	
                    Assignment
      or Transfers by Obligors

                  


          

           

          None of
the rights, benefits and obligations of an Obligor under this Agreement shall be
capable of being assigned or transferred and each Obligor undertakes not to seek
to assign or transfer any of its rights, benefits and obligations under this
Agreement other than:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          a
      transfer made pursuant to the provisions of Clause 2.2 (Novation of B4
      Facility);
      or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          except
      in the case of any rights, benefits or obligations under the C Facility,
      following not less than 10 Business Days prior consultation with the
      Facility Agent, an assignment or transfer to another Borrower provided
      that no Event of Default is continuing or would arise as a result of such
      assignment or
      transfer.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     37.3

                  	
                    Assignments
      or Transfers by Lenders

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Any
      Lender may, at any time, assign all or any of its rights and benefits
      under the Finance Documents in accordance with Clause 37.4 (Assignments) or
      transfer all or any of its rights, benefits and obligations under the
      Finance Documents in accordance with Clause 37.5 (Transfer Deed) provided
      that:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	the prior consultation of the Company shall
      be required in respect of any assignment or transfer arising prior to the
      achievement of Successful Syndication;
	 	 	 	 
	 	 	(ii)	
                                                        the prior consent of the
      Company is received in respect of any assignment or transfer after the
      achievement of a Successful Syndication, such consent not to be
      unreasonably withheld, provided
that:

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            	
                     
      

                  	
                    (A)

                  	
                    such
      consent shall be deemed to have been given if not declined in writing
      within 10 Business Days of a written request by any Lender to the
      Company;

                  


          

           

          
            	
                     
      

                  	
                    (B)

                  	
                    no
      consent shall be required in the case of any assignment or transfer by a
      Lender to its Affiliate (or in the case of any Lender which constitutes a
      fund advised and/or managed by a common entity or an Affiliate thereof, to
      any other fund managed by such common entity or Affiliate) which is either
      a Qualifying UK Lender (in the case of a participation to a UK Borrower)
      or a US Accession Lender (in the case of a participation to the US
      Borrower); and

                  


          

           

          
            	
                     
      

                  	
                    (C)

                  	
                    no
      consent shall be required in the case of any assignment or transfer to any
      third party at any time after the occurrence of a Major Event of Default
      which is continuing; and

                  


          

          
            
              
                
                  
                     

                  

                

              

            

            
              
                	 	 	(iii)	
                        the proposed
      Transferee makes one of the representations set out in paragraph 8 of
      the Transfer Deed and provides the Company with the information required
      under paragraph 9 of the Transfer
Deed.

                      


              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          No
      Lender shall be entitled
      to:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                   

                

              

            

            
              
                	 	 	(i)	effect any
      assignment or transfer:


              

            

          

           

          
            	
                     
      

                  	
                    (A)

                  	
                    in
      respect of any portion of its Commitment and/or Outstandings under any
      individual Facility in an amount of less than £1,000,000, $1,000,000 or
      €1,000,000 (in the case of participations in Advances denominated in
      Sterling, Dollars or Euro respectively) (or its equivalent as at the date
      of such assignment or transfer);

                  


          

           

          
            	
                     
      

                  	
                    (B)

                  	
                    which
      would result in it or the proposed assignee or transferee holding an
      aggregate participation of more than zero but less than £5,000,000 (or its
      equivalent as at the date of such assignment or transfer) in the
      Facilities, save that an assignment or transfer may be made to or by a
      trust, fund or other non-bank entity which customarily participates in the
      institutional market which would result in such entity holding an
      aggregate participation of at least £1,000,000, $1,000,000 or €1,000,000
      (in the case of participations in Advances denominated in Sterling,
      Dollars or Euro respectively) in the Facilities;
  or

                  


          

           

          
            	
                     
      

                  	
                    (C)

                  	
                    in
      relation to its participation in the Revolving Facility or Secondary
      Revolving Facility other than to the extent such transfers and assignments
      are on a pro rata basis as between the relevant Lender’s Commitment under
      and participation in Outstandings under the Revolving Facility or
      Secondary Revolving Facility;

                  


          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(ii)	
                                                        in relation to any
      sub-participation of its rights and obligations under the Facilities,
      relinquish some or all of its voting rights in respect of the Facilities
      to any person in respect of any such sub-participation other than voting
      rights in respect of the matters referred to in paragraphs (b), (c),
      (d) or (e) of Clause 43.4 (Consent);
      or

                                                      
	 	 	 	 
	 	 	(iii)	effect any assignment or transfer of any
      Facility to a person who is a US Accession Lender, other than in respect
      of the B4 Facility or the B10
Facility.


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          If:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	any sum payable to any Lender by an Obligor
      is required to be increased under Clause 17.1 (Tax
  Gross-up);
	 	 	 	 
	 	 	(ii)	a Lender claims indemnification from a
      Borrower under the provisions of Clause 17.3 (Tax Indemnity) or
      Clause 18.1 (Increased Costs);
      or


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                	 	 	(iii)	any Lender becomes a
      Non-Consenting Lender or a Non-Funding
Lender,


              

            

          

           

          the
Company may within 90 days of such requirement or position being notified to it,
request that such Lender assigns or transfers all of its rights and obligations
under this Agreement at par (including any rights and obligations it may have in
its capacity as a Hedge Counterparty) to any person selected by the Company that
has agreed to accept such assignment or transfer, and such Lender shall effect
such assignment or transfer within 10 Business Days of such
request.

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          For
      the purposes of satisfying the minimum hold requirement set out in
      paragraph (b)(i) of this Clause 37.3, any participations held by
      funds advised and/or managed by a common entity or an Affiliate thereof
      may be
      aggregated.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Notwithstanding
      any other provision of this Agreement, the consent of the L/C Bank shall
      be required (such consent not to be unreasonably withheld or delayed) for
      any assignment or transfer of any Lender’s rights and/or obligations under
      the Revolving Facility or Secondary Revolving Facility provided that in
      relation to any assignment or transfer required by the Borrower under
      paragraph (c), the L/C Bank may not withhold such consent unless,
      acting reasonably, the reason for so doing relates to the creditworthiness
      of the proposed assignee or
      transferee.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Notwithstanding
      any other provision of this Clause 37.3 (Assignments or Transfers by
      Lenders), no assignment or transfer shall be permitted to settle or
      otherwise become effective within the period of five Business Days prior
      to (a) the end of any Interest Period or (b) any Repayment
      Date.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     37.4

                  	
                    Assignments

                  


          

           

          If any
Lender wishes to assign all or any of its rights and benefits under the Finance
Documents, unless and until the relevant assignee has agreed with the other
Finance Parties that it shall be under the same obligations towards each of them
as it would have been under if it had been an original party to the Finance
Documents as a Lender, such assignment shall not become effective and the other
Finance Parties shall not be obliged to recognise such assignee as having the
rights against each of them which it would have had if it had been such a party
to this Agreement.

           

          
            	
                     37.5

                  	
                    Transfer
      Deed

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          If
      any Lender wishes to transfer all or any of its rights, benefits and/or
      obligations under the Finance Documents, such transfer may be effected by
      novation through the delivery to the Facility Agent of a duly completed
      and duly executed Transfer
      Deed.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Facility Agent shall only be obliged to execute a Transfer Deed delivered
      to it pursuant to paragraph (a) above, upon its satisfaction with the
      results of all “know your client” or other applicable anti-money
      laundering checks relating to the identity of any person that it is
      required to carry out in relation to such
      Transferee.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Upon
      its execution of the Transfer Deed pursuant to paragraph (b) above on
      the later of the Transfer Date specified in such Transfer Deed and the
      fifth Business Day after (or such earlier Business Day endorsed by the
      Facility Agent on such Transfer Deed falling on or after) the date of
      execution of such Transfer Deed by the Facility
      Agent:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	to the extent
      that in such Transfer Deed the Lender party to it seeks to transfer its
      rights, benefits and obligations under the Finance Documents, the Ultimate
      Parent, the Parent, each of the Obligors and such Lender shall be released
      from further obligations towards one another under the Finance Documents
      to that extent and their respective rights against one another shall be
      cancelled to that extent (such rights and obligations being referred to in
      this Clause 37.5 as “discharged rights and
      obligations”);
	 	 	 	 
	 	 	(ii)	the Ultimate
      Parent, the Parent, each of the Obligors and the Transferee party to it
      shall assume obligations towards one another and/or acquire rights against
      one another which differ from the discharged rights and obligations only
      insofar as the Ultimate Parent, the Parent, such Obligor and such
      Transferee have assumed and/or acquired the same in place of the Ultimate
      Parent, the Parent, such Obligor and such
Lender;


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            
              	
                    	 	 	 
	 	 	(iii)	the other Finance
      Parties and the Transferee shall acquire the same rights and benefits and
      assume the same obligations between themselves as they would have acquired
      and assumed had such Transferee been an original party to the Finance
      Documents as a Lender with the rights, benefits and obligations acquired
      or assumed by it as a result of such transfer;


               

            

          

          
            
              
                	 	 	(iv)	all payments due
      hereunder from the Parent or any Obligor shall be due and payable to such
      Transferee and not to the transferring Lender;
and


              

            

          

           

          
            
              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          such
      Transferee shall become a party to this Agreement as a
      Lender.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     37.6

                  	
                    Transfer
      Fee

                  


          

           

          On the
date upon which a transfer takes effect pursuant to Clause 37.5 (Transfer Deed) the Transferee
in respect of such transfer shall pay to the Facility Agent for its own account
a transfer fee of £1,500 provided that this fee shall not be payable by any
Lender that becomes a party to this Agreement prior to the Syndication
Date.

           

          
            	
                     37.7

                  	
                    Disclosure
      of Information

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Each
      of the Agents, the Security Trustee, the Bookrunners, the Arrangers, the
      Lenders, the L/C Bank and any Ancillary Facility Lender agrees to maintain
      the confidentiality of all information received from the Ultimate Parent
      or any member of the Group relating to the Ultimate Parent or any member
      of the Group or its business other than any such information
      that:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	is or becomes public knowledge other than as
      a direct result of any breach of this Clause; or
	 	 	 	 
	 	 	(ii)	
                                                        is available to the Agents,
      the Security Trustee, the Bookrunners, the Arrangers, the Lenders, the L/C
      Bank or such Ancillary Facility Lender on a non-confidential basis prior
      to receipt thereof from the relevant member of the Group;
    or

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            
              	 	 	 	 
	 	 	(iii)	
                      
                        is lawfully obtained
      by any of the Agents, the Security Trustee, the Bookrunners, the
      Arrangers, the Lenders, the L/C Bank and any Ancillary Facility Lender
      after that date of receipt other than from a source which is connected
      with the Group and which, as far as the relevant recipient thereof is
      aware, has not been obtained in violation of, and is not otherwise subject
      to, any obligation of
confidentiality.

                      

                    


               

            

          

          
            
              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Notwithstanding
      paragraph (a) of this Clause 37.7 any Lender may disclose to any
      of its Affiliates, to any actual or potential assignee or Transferee, to
      any person who may otherwise enter into contractual relations with such
      Lender in relation to this Agreement or any person to whom, and to the
      extent that, information is required to be disclosed by any applicable
      Law, such information about the Ultimate Parent, the Parent, the Obligors
      or the Group as a whole as such Lender shall consider appropriate provided
      that any such Affiliate, actual or potential assignee or Transferee or
      other person who may otherwise enter into contractual relations in
      relation to this Agreement shall first have entered into a confidentiality
      undertaking on substantially the same terms as this
      Clause 37.7.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     37.8

                  	
                    No
      Increased Obligations

                  


          

           

          If:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          a
      Lender assigns or transfers any of its rights or obligations under the
      Finance Documents or changes its Facility Office;
      and

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          as
      a result of circumstances existing at the date of the assignment, transfer
      or change of Facility Office, the Parent or an Obligor would be obliged to
      make a payment to the assignee, Transferee or the Lender acting through
      its new Facility Office under Clause 17.1 (Tax Gross-Up), 17.3
      (Tax Indemnity)
      or Clause 18 (Increased
      Costs),

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          then the
assignee, Transferee or the Lender acting through its new Facility Office shall
only be entitled to receive payment under those Clauses to the same extent as
the assignor, transferor or the Lender acting through its previous Facility
Office would have been if the assignment, transfer or change had not
occurred.

           

          
            	
                     37.9

                  	
                    Notification

                  


          

           

          The
Facility Agent shall, within 10 Business Days of receiving a Transfer Deed or a
notice relating to an assignment pursuant to Clause 37.4 (Assignments) or a notice from
a Lender or the giving by the Facility Agent of its consent, in each case,
relating to a change in such Lender’s Facility Office, notify the US Paying
Agent and the Borrowers of any such assignment, transfer or change in Facility
Office, as the case may be.

           

          
            	
                     38.

                  	
                    COSTS AND EXPENSES

                  


          

           

          
            	
                     38.1

                  	
                    Transaction
      Costs

                  


          

           

          Each
Borrower shall, from time to time no later than 10 Business Days after demand
from the Facility Agent (unless the relevant cost or expense is being queried by
a Borrower in good faith), reimburse the Facility Agent, the Security Trustee
and each of the Arrangers for all reasonable out-of-pocket costs and expenses
(including reasonable legal fees and disbursements of legal counsel, any value
added tax thereon and all travel and other reasonable out-of-pocket expenses)
incurred by them in connection with the negotiation, preparation, execution,
perfection, printing and distribution of the Finance Documents and the
completion of the transactions therein contemplated and the syndication of the
Facilities prior to the Syndication Date (including publicity expenses) up to
the levels agreed with the Company.

           

          
            	
                     38.2

                  	
                    Preservation
      and Enforcement Costs

                  


          

           

          Each
Borrower shall, from time to time on demand of the Facility Agent, reimburse
each Finance Party for all third party costs and expenses (including legal fees
and any value added tax thereon) incurred in or in connection with the
preservation and/or enforcement of any of the rights of such Finance Party under
the Finance Documents provided that any such costs and expenses incurred in
connection with the preservation of such rights are reasonable.

           

          
            	
                     38.3

                  	
                    Stamp
      Taxes

                  


          

           

          Each
Borrower shall pay all stamp, registration, documentary and other taxes
(including any penalties, additions, fines, surcharges or interest relating
thereto) to which any of the Finance Documents or any judgment given in
connection therewith is or at any time may be subject and shall with effect from
the Merger Closing Date and from time to time thereafter within 10 Business Days
of demand from the Facility Agent, indemnify the Finance Parties against any
liabilities, costs, claims and expenses resulting from any failure to pay or any
delay in paying those taxes.  The Facility Agent shall be entitled
(but not obliged) to pay those taxes (whether or not they are its primary
responsibility) and to the extent that it does so claim under this
Clause 38.3.

           

          
            	
                     38.4

                  	
                    Amendments,
      Consents and Waivers

                  


          

           

          If an
Obligor requests any amendment, consent or waiver in accordance with
Clause 43 (Amendments), the relevant
Obligor shall, on demand of the Facility Agent, reimburse the Finance Parties
for all third party costs and expenses (including legal fees) incurred by any of
the Finance Parties in responding to or complying with such
request.

           

          
            	
                     38.5

                  	
                    Lenders’
      Indemnity

                  


          

           

          If any
Obligor fails to perform any of its obligations under this Clause 38, each
Lender shall indemnify and hold harmless each of the Agents, the Arrangers
and/or the Security Trustee from and against its Proportion (as determined at
all times for these purposes in accordance with paragraph (c) of the
definition of “Proportion”) of any loss incurred by any of them as a result of
such failure and the relevant Obligor shall forthwith reimburse each Lender for
any payment made by it pursuant to this Clause.

           

          
            	
                     38.6

                  	
                    Value
      Added Tax

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          All
      amounts expressed to be payable under any Finance Document by any Obligor
      to a Finance Party shall be exclusive of any VAT.  If VAT is
      chargeable on any supply made by a Finance Party to any Obligor under any
      Finance Document (whether that supply is taxable pursuant to the exercise
      of an option or otherwise), the relevant Finance Party shall provide a VAT
      invoice to the Obligor and that Obligor shall pay to that Finance Party
      (in addition to and at the same time as paying that consideration) the VAT
      as further
      consideration.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          No
      payment or other consideration to be made or furnished to any Obligor
      pursuant to or in connection with any Finance Document may be increased or
      added to by reference to (or as a result of any increase in the rate of)
      any VAT which shall be or may become chargeable in respect of any taxable
      supply.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Where
      a Finance Document requires any party to reimburse a Finance Party for any
      costs or expenses, that party shall also pay any amount of those costs or
      expenses incurred referable to VAT chargeable
      thereon.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     39.

                  	
                    REMEDIES AND WAIVERS

                  


          

           

          No
failure to exercise, nor any delay in exercising, on the part of the Finance
Parties or any of them, any right or remedy under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any right or
remedy prevent any further or other exercise thereof or the exercise of any
other right or remedy.  The rights and remedies provided in this
Agreement are cumulative and not exclusive of any rights or remedies provided by
Law.

           

          
            	
                     40.

                  	
                    NOTICES AND DELIVERY OF
INFORMATION

                  


          

           

          
            	
                     40.1

                  	
                    Writing

                  


          

           

          Each
communication to be made under this Agreement shall be made in writing and,
unless otherwise stated, shall be made by fax, telex or letter.

           

          
            	
                     40.2

                  	
                    Giving
      of Notice

                  


          

           

          Any
communication or document to be made or delivered by one person to another
pursuant to this Agreement shall in the case of any person other than a Lender
(unless that other person has by 10 Business Days’ written notice to the
Agents specified another address) be made or delivered to that other person at
the address identified with its signature below or, in the case of a Lender, at
the address from time to time designated by it to the Agents for the purpose of
this Agreement (or, in the case of a Transferee at the end of the Transfer Deed
to which it is a party as Transferee) and shall be deemed to have been made or
delivered when despatched (in the case of any communication made by fax) or (in
the case of any communication made by letter) when left at the address or (as
the case may be) 5 Business Days after being deposited in the post postage
prepaid in an envelope addressed to it at that address provided that any
communication or document to be made or delivered to the Agents shall be
effective only when received by the Agents and then only if the same is
expressly marked for the attention of the department or officer identified with
the Agents’ signature below (or such other department or officer as the relevant
Agent shall from time to time specify by not less than 10 Business Days’
prior written notice to the Company for this purpose).

           

          
            	
                     40.3

                  	
                    Use
      of Websites/E-mail

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          An
      Obligor may (and upon request by any of the Agents, shall) satisfy its
      obligations under this Agreement to deliver any information in relation to
      those Lenders (the “Website Lenders”) who
      have not objected to the delivery of information electronically by posting
      this information onto an electronic website designated by the Company and
      the Facility Agent (the “Designated Website”) or
      by e-mailing such information to the Agents,
      if:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	
                                                        the Agents expressly agree
      that they will accept communication and delivery of any documents required
      to be delivered pursuant to this Agreement by this
  method;

                                                      
	 	 	 	 
	 	 	(ii)	
                                                        in the case of posting to
      the Designated Website, the Company and the Agents are aware of the
      address of, and any relevant password specifications for, the Designated
      Website;
and

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                	 	 	(iii)	the information is
      in a format previously agreed between the Company and each of the
      Agents.


              

            

          

           

          
            
              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          If
      any Lender (a “Paper Form
      Lender”) objects to the delivery of information electronically then
      the Agents shall notify the Company accordingly and the Company shall
      supply the information to the Agents (in sufficient copies for each Paper
      Form Lender) in paper
      form.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Facility Agent shall supply each Website Lender with the address of, and
      any relevant password specifications for, the Designated Website following
      designation of that website by the Company and the Facility
      Agent.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Any
      Website Lender may request, through the Facility Agent, one paper copy of
      any information required to be provided under this Agreement which is
      posted onto the Designated Website.  The Company shall comply
      with any such request within 10 Business
      Days.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Subject
      to the other provisions of this Clause 40.3, any Obligor may
      discharge its obligation to supply more than one copy of a document under
      this Agreement by posting one copy of such document to the Designated
      Website or e-mailing one copy of such document to the Facility
      Agent.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          For
      the purposes of paragraph (a) above, the Agents hereby expressly
      agree
  that:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	
                                                        they will accept delivery of
      documents required to be delivered under Clause 22 (Financial Information)
      by the posting of such documents to the Designated Website or by email
      delivery to the Agents; and

                                                      
	 	 	 	 
	 	 	(ii)	they have agreed to the format of the
      information required to be delivered under Clause 22 (Financial
      Information).


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            	
                     40.4

                  	
                    Public
      Information

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Company hereby acknowledges that certain of the Lenders may be
      “public-side” Lenders (i.e., Lenders that do not wish to receive material
      non-public information with respect to the Company, the Group and/or its
      business) (each, a “Public
      Lender”).

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Company hereby agrees that if and for so long as any member of the Group
      is the issuer of any outstanding debt or equity securities that are
      registered or issued pursuant to a private offering or is actively
      contemplating issuing any such securities it will use commercially
      reasonable efforts to identify that portion of any materials and/or
      information provided by or on behalf of the Company hereunder
      (collectively, “Company
      Materials”) that may be distributed to the Public Lenders and
      that:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	
                                                        all such Company Materials shall be clearly and
      conspicuously marked “PUBLIC” which, at a minimum, shall mean that the
      word “PUBLIC” shall appear prominently on the first page
      thereof;

                                                      
	 	 	 	 
	 	 	(ii)	by marking
      Company Materials “PUBLIC,” the Company shall be deemed to have authorized
      the Agents and the Lenders to treat such Company Materials as not
      containing any material non-public information (although it may be
      sensitive and proprietary) with respect to the Company, the Group and/or
      its business for purposes of United States Federal and state securities
      laws;


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                	 	 	(iii)	all Company
      Materials marked “PUBLIC” shall be made available on the Designated
      Website under the title “PUBLIC”;”
and


              

            

          

          
            
              
                
                  
                     

                  

                

              

            

            
              
                	 	 	(iv)	
                        the Agents shall be
      entitled to post any Company Materials that are not marked “PUBLIC” on to
      the Designated Website without specifying in the title of such document
      whether such information is
public.

                      


              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Notwithstanding
      the foregoing, the Company shall be under no obligation to mark any
      Company Materials “PUBLIC”. Each of Agents and the Lenders hereby
      acknowledge that in respect of any obligation of the Obligors to deliver
      information to the Finance Parties under this Agreement, such obligation
      shall be deemed to have been satisfied notwithstanding the determination
      of any Public Lender not to view such information by reason of it not
      having been marked with the title “PUBLIC”.  The foregoing
      provisions of this Clause 40.4 shall be without prejudice to the
      provisions of Clauses 30 (Agents) or 37.7 (Disclosure of
      Information)
      hereof.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     40.5

                  	
                    Electronic
      Communication

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Any
      communication to be made between the Agents and any Lender under or in
      connection with the Finance Documents may be made by electronic mail or
      other electronic means, if the relevant Agent and the relevant
      Lender:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	agree that, unless and until notified to the
      contrary, this is to be an accepted form of communication;
	 	 	 	 
	 	 	(ii)	
                                                        notify each other in writing
      of their electronic mail address and/or any other information required to
      enable the sending and receipt of information by that means;
      and

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                	 	 	(iii)	notify each other of
      any change to their address or any other such information supplied by
      them.


              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Any
      electronic communication made between the Agents and a Lender will be
      effective only when actually received in readable form and in the case of
      any electronic communication made by a Lender to an Agent only if it is
      addressed in such a manner as the Facility Agent shall specify for this
      purpose.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     40.6

                  	
                    Certificates
      of Officers

                  


          

           

          All
certificates of officers of any company hereunder may be given on behalf of the
relevant company and in no event shall personal liability attach to such an
officer.

           

          
            	
                     40.7

                  	
                    Patriot
      Act

                  


          

           

          Each
Lender subject to the USA Patriot Act (Title 111 of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Act”) hereby notifies the
Ultimate Parent and the Company that pursuant to the requirements of the Act, it
is required to obtain, verify and record information that identifies the
Ultimate Parent, the Parent, the Company and the other Obligors and other
information that will allow such Lender to identify Parent, the Company and the
other Obligors in accordance with the Act.

           

          
            	
                     41.

                  	
                    ENGLISH LANGUAGE

                  


          

           

          Each
communication and document made or delivered by one party to another pursuant to
this Agreement shall be in the English language or accompanied by a translation
of it into English certified (by an officer of the person making or delivering
the same) as being a true and accurate translation of it.

           

          
            	
                     42.

                  	
                    PARTIAL INVALIDITY

                  


          

           

          If, at
any time, any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under the Law of any jurisdiction, such illegality,
invalidity or unenforceability shall not affect:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      legality, validity or enforceability of the remaining provisions of this
      Agreement;
    or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      legality, validity or enforceability of such provision under the Law of
      any other
      jurisdiction.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     43.

                  	
                    AMENDMENTS

                  


          

           

          
            	
                     43.1

                  	
                    Amendments
      Generally

                  


          

           

          Except as
otherwise provided in this Agreement, the Facility Agent, if it has the prior
written consent of an Instructing Group, and the Obligors affected thereby, may
from time to time agree in writing to amend any Finance Document or to consent
to or waive, prospectively or retrospectively, any of the requirements of any
Finance Document and any amendments, consents or waivers so agreed shall be
binding on all the Finance Parties and the Obligors.  For the
avoidance of doubt, any amendments relating to this Agreement shall only be made
in accordance with the provisions of this Agreement and any amendments relating
to a Hedging Agreement shall only be made in accordance with the provisions of
such Hedging Agreement, in each case notwithstanding any other provisions of the
Finance Documents.

           

          
            	
                     43.2

                  	
                    Amendments
      relating to Baseball

                  


          

           

          Except as
provided in Clause 43.4 (Consents), 43.5 (Technical Amendments), 43.6
(Guarantees and
Security) and 43.7 (Release of Guarantees and
Security), the Facility Agent, if it has the prior written consent of a
Baseball Instructing Group (for this purpose, within the meaning of
paragraph (a) of that definition) and the Obligors affected thereby, may
agree in writing to amend or waive, or to consent to, any of the following
provisions with respect to the A1 Facility and the B1 Facility:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      definitions of “Baseball Acquisition”, “Baseball
      Bidcos”,  “Baseball Cash Bidco”, “Baseball Certain Funds
      Period”, “Baseball Clean-Up Period”, “Baseball Drawstop Default”,
      “Baseball Effective Date”, “Baseball Group”, “Baseball Implementation
      Agreement”, “Baseball Press Release”, “Baseball Resolutions”, “Baseball
      Scheme”, “Baseball Scheme Circular”, “Baseball Scheme Document”, “Baseball
      Shares”, “Baseball Stock Bidco” and “Total Baseball
      Debt”;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          paragraphs (b)
      and (c) of Clause 2.1 (The
      Facilities);

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          paragraph (b)
      of Clause 2.4 (Purpose);

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Clause 3.2
      (Baseball Conditions
      Precedent);

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Clause 3.4
      (Baseball Conditions
      Subsequent);

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Clause 3.6
      (Baseball Certain Funds
      Period);

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(g)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Clause 27.20
      (Baseball Clean-Up
      Period);

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(h)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          any
      matter listed in Part 2 of Schedule 4 (Conditions Precedent to First
      Baseball Utilisation) and Part 7 of Schedule 4 (Baseball Conditions
      Subsequent);
      and

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(i)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          any
      other provision of this Agreement where the prior consent of a Baseball
      Instructing Group is expressly
      required,

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          in each
case, except to the extent that such amendment, waiver or consent relates to
Security.  Any such amendments, consents or waivers so agreed shall be
binding on all the Finance Parties and the Obligors.

           

          
            	
                     43.3

                  	
                    Amendments
      relating to Alternative Baseball
Financing

                  


          

           

          The
Facility Agent, if it has the prior written consent of all of the Baseball
Lenders (for this purpose, falling within the meaning of paragraph (b) of
that definition) and the Obligors affected thereby, may agree in writing to any
change to this Agreement, for the purposes of giving effect to a commitment
provided by such Baseball Lenders relating to any Alternative Baseball Financing
and the new facilities to be provided thereunder and the associated Alternative
Baseball Acquisition, which amends or replaces or is intended to amend or
replace the provisions set out in:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          paragraphs (b)
      and (c) of Clause 2.1 (The
      Facilities);

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          paragraph (b)
      of Clause 2.4 (Purpose);

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Clause 3.2
      (Baseball Conditions
      Precedent);

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Clause 3.4
      (Baseball Conditions
      Subsequent);

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Clause 3.6
      (Baseball Certain Funds
      Period);

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Clause 27.20
      (Baseball Clean-Up
      Period);

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(g)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Clause 9
      (Repayment of Term
      Facility Outstandings) to the extent that such changes amend or
      replace provisions relating to the A1 Facility and B1 Facility, except
      where such changes provide for a final maturity date in respect of the
      Alternative Baseball Facility which is earlier than the Final Maturity
      Date in respect of the A Facility or in the case of amortising debt, where
      the average life of such Alternative Bridge Facility would be shorter than
      the average life of the A
      Facility;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(h)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Clause 11
      (Voluntary
      Prepayment) and Clause 12 (Mandatory Prepayment and
      Cancellation) to the extent that such changes amend or replace
      provisions relating to the A1 Facility and B1 Facility, and provided that
      such changes do not have the effect of altering the timing or amount of
      payments payable to any Lender in respect of the A Facility, B2 Facility,
      B3 Facility, B4 Facility, B5 Facility, B6 Facility, C Facility or
      Revolving Credit
      Facility;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(i)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Clause 14
      (Interest as Term
      Facility Advances) to the extent that such changes amend or replace
      provisions relating to the A1 Facility and B1
      Facility;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(j)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Clause 17.1
      (Tax Gross Up) to
      the extent that such changes relate to the Relevant Tax Jurisdiction of
      the relevant borrower of the Alternative Baseball
      Financing;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(k)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Clause 21
      (Representations and
      Warranties) in relation to the representations and warranties to be
      given to the Baseball Lenders (for this purpose, falling within the
      definition of paragraph (b) of such
      definition);

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(l)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Clause 37
      (Assignment or Transfers
      by Lenders) to the extent that such changes relate to the
      assignment or transfer of any commitments or outstandings under the
      Alternative Baseball
      Financing;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(m)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Clause 43.2
      (Amendments relating to
      Baseball);

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(n)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Part
      1 of Schedule 1 (Lenders
      and Commitments) and Part 2 of Schedule 1 (Lenders Tax Status) to
      the extent such changes amend or replace the then existing Lenders to
      include the Baseball
      Lenders;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(o)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Part
      2 of Schedule 4 (Conditions Precedent to First
      Baseball Utilisation) and Part 7 of Schedule 4 (Baseball Conditions
      Subsequent) for the purposes of amending and replacing the list of
      required documentary conditions precedent to the Alternative Baseball
      Financing;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(p)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          any
      of the definitions contained in Clause 1.1 (Definitions) for the
      purposes of removing all references to and all derivatives of the A1
      Facility and the B1 Facility and incorporating such definitions as may be
      necessary for the purposes of giving effect to the changes described in
      this Clause 43.3,
      and

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(q)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            such
      other amendments to or replacements of the provisions of this Agreement,
      which are of a technical or mechanical nature provided that such
      amendments or replacements do not prejudice the interests of the Lenders
      under the A Facility, B2 Facility, B3 Facility, B4 Facility, B5 Facility,
      B6 Facility, C Facility or Revolving Credit
      Facility.

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          in each
case, except to the extent that such amendment, waiver or consent relates to
Security.  Any such amendments, consents or waivers so agreed shall be
binding on all the Finance Parties and the Obligors.

           

          
            	
                     43.4

                  	
                    Consents

                  


          

           

          An
amendment, consent or waiver relating to the following matters may be made with
the prior written consent of each Lender affected thereby:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          any
      increase in the principal amount of any Commitment of such
      Lender;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          a
      reduction in the proportion of any amount received or recovered (whether
      by way of set-off, combination of accounts or otherwise) in respect of any
      amount due from the Parent or any Obligor under this Agreement to which
      such Lender is
      entitled;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          a
      decrease in any Applicable Margin for, or the principal amount of, any
      Advance, any Documentary Credit or any interest payment, fees or other
      amounts due under this Agreement to such Lender from the Parent or any
      Obligor or any other party to this
      Agreement;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          any
      change in the currency of account (other than a change resulting from the
      United Kingdom becoming a Participating Member
      State);

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(e)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          unless
      otherwise specified the deferral of the date for payment of any principal,
      interest, fee or any other amount due under this Agreement to such Lender
      from the Parent or any Obligor or any other party to this
      Agreement;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(f)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          the
      deferral of any Termination
      Date;

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(g)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          any
      reduction to the percentage set forth in the definition of Instructing
      Group or Baseball Instructing Group;
      or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(h)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          a
      change to any provision which contemplates the need for the consent or
      approval of all the
      Lenders.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     43.5

                  	
                    Technical
      Amendments

                  


          

           

          Notwithstanding
any other provision of this Clause 43, the Facility Agent may at any time
without the consent or sanctions of the Lenders, concur with the Company in
making any modifications to any Finance Document, which in the opinion of the
Facility Agent would be proper to make provided that the Facility Agent is of
the opinion that such modification would not be prejudicial to the position of
any Lender and in the opinion of the Facility Agent such modification is of a
formal, minor or technical nature or is to correct a manifest error.  Any
such modification shall be made on such terms as the Facility Agent may
determine, shall be binding upon the Lenders, and shall be notified by the
Company to the Lenders as soon as practicable thereafter.

           

          
            	
                     43.6

                  	
                    Guarantees
      and Security

                  


          

           

          A waiver
of issuance or the release of any Guarantor from any of its obligations under
Clause 29 (Guarantee and
Indemnity) or a release of any Security under the Security Documents, in
each case, other than in accordance with the terms of any Finance Document shall
require the prior written consent of affected Lenders whose Available
Commitments plus Outstandings amount in aggregate to more than 90 per cent. of
the Available Facilities plus aggregate Outstandings.

           

          
            	
                     43.7

                  	
                    Release
      of Guarantees and Security

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Subject
      to paragraph (b) below, at the time of completion of any disposal by
      the Parent or any Obligor of any shares, assets or revenues the Security
      Trustee shall (and it is hereby authorised by the other Finance Parties
      to) at the request of and cost of the relevant Obligor, execute such
      documents as may be required
      to:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	release those shares, assets or revenues from
      Security constituted by any relevant Security Document or certify that any
      floating charge constituted by any relevant Security Documents over such
      assets, revenues or rights has not crystallised; and
	 	 	 	 
	 	 	(ii)	release any person which as a result of that
      disposal, ceases to be the Parent or any Obligor, from any guarantee,
      indemnity or Security Document to which it is a party and its other
      obligations under any other Finance
Document.


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Security Trustee shall only be required under paragraph (a) above to
      grant the release of any Security or to deliver a certificate of
      non-crystallisation on account of a disposal as described in that
      paragraph described in that
      paragraph if:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	the disposal is permitted under
      Clause 25.6 (Disposals) or otherwise
      with the consent of an Instructing Group;
	 	 	 	 
	 	 	(ii)	
                                                        (to the extent that any
      proceeds of that disposal are to be applied in repayment of the
      Facilities) the Facility Agent has received (or is satisfied, acting
      reasonably, that it will receive immediately following the disposal) the
      appropriate amount of those proceeds;
and

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                	 	 	(iii)	
                        (to the extent that
      the disposal is to be in exchange for replacement assets) the Security
      Trustee has either received (or is satisfied, acting reasonably, that it
      will receive immediately following the disposal) one or more duly executed
      Security Documents granting Security over those replacement assets or is
      satisfied, acting reasonably, that the replacement assets will be subject
      to Security pursuant to any existing Security
  Documents.

                      


              

            

          

          
            
               

              
                
                  	 	(c)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          If
      at any time, a Compliance Certificate delivered pursuant to
      Clause 22.5(a) (Compliance
      Certificates) shows that the Obligors under this Agreement at the
      relevant time represent a percentage which is greater than that required
      to satisfy the 80% Security Test and the Company is able, at such time, to
      demonstrate to the satisfaction of the Facility Agent (acting reasonably)
      that upon the release of one or more specified Obligors from its
      obligations under this Agreement the 80% Security Test would continue to
      be satisfied, the Security Trustee shall (and it is hereby authorised by
      the other Finance Parties to) at the request and cost of the Company,
      execute such documents as may be required to release such specified
      Obligors from any guarantees, indemnities and Security Documents to which
      it is a party and to release it from its other obligations under any
      Finance
      Document.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(d)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Notwithstanding
      the foregoing provisions of this Clause 43.7, in the event that the
      Company elects to raise or incur any Stand Alone Baseball Financing in
      accordance with the provisions of this Agreement, and immediately prior to
      such raising or incurrence, any member of the Baseball Group has granted
      any guarantee and/or security in respect of the Facilities, such member of
      the Baseball Group shall be released from any such guarantee and/or
      security immediately prior to such raising or incurrence, or in the event
      that the proceeds of such Stand Alone Baseball Financing are being used to
      prepay A1 Facility Outstandings and B1 Facility Outstandings in accordance
      with Clause 11.1 (Voluntary Prepayment),
      simultaneously with such
      prepayment.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     43.8

                  	
                    Amendments
      affecting the Facility Agent

                  


          

           

          Notwithstanding
any other provision of this Agreement, the Facility Agent shall not be obliged
to agree to any amendment, consent or waiver if the same would:

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          amend
      or waive any provision of Clauses 30 (Agents), Clause 38
      (Costs and
      Expenses) or this Clause 43;
      or

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          otherwise
      amend or waive any of the Facility Agent’s rights under this Agreement or
      subject the Facility Agent to any additional obligations under this
      Agreement.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     43.9

                  	
                    Calculation
      of Consent

                  


          

           

          Where a
request for a waiver of, or an amendment to, any provision of any Finance
Document has been sent by the Facility Agent to the Lenders at the request of an
Obligor, each Lender that does not respond to such request for waiver or
amendment within 30 days after receipt by it of such request (or within such
other period as the Facility Agent and the Company shall specify), shall be
excluded from the calculation in determining whether the requisite level of
consent to such waiver or amendment was granted.

           

          
            	
                     43.10

                  	
                    [Reserved]

                  


          

           

          
            	
                     44.

                  	
                    THIRD PARTY RIGHTS

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          A
      person which is not a party to this Agreement (a “third party”) shall have
      no right to enforce any of its provisions except
      that:

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

          
            
              
                
                  
                     

                  

                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	(i)	a third party shall have those rights it
      would have had if the Contracts (Rights of Third Parties) Act 1999 had not
      come into effect; and
	 	 	 	 
	 	 	(ii)	each of Clause 5.9 (Exclusion of
      Liability), Clause 17.3 (Tax Indemnity),
      Clause 18 (Increased Costs) and
      Clause 30.10 (Exclusion of Liability)
      shall be enforceable by any third party referred to in such clause as if
      such third party were a party to this
Agreement.


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
               

              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      parties to this Agreement may without the consent of any third party vary
      or rescind this
      Agreement.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     45.

                  	
                    COUNTERPARTS

                  


          

           

          This
Agreement may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.

           

          
            	
                     46.

                  	
                    GOVERNING LAW

                  


          

           

          
            	
                     46.1

                  	
                    Governing
      Law of Agreement

                  


          

           

          This
Agreement shall be governed by, and construed in accordance with, English
Law.

           

          
            	
                     46.2

                  	
                    Governing
      Law of Claims Against the US
Borrower

                  


          

           

          Notwithstanding
the provisions of Clause 46.1 (Governing Law of Agreement),
any proceedings in relation to a debt claim against the US Borrower shall be
governed by the internal laws of the state of New York, provided always that no
other Obligor may rely upon, or otherwise challenge any right of any Finance
Party on the basis of this Clause 46.2.

           

          
            	
                     47.

                  	
                    JURISDICTION

                  


          

           

          
            	
                     47.1

                  	
                    Courts

                  


          

          
            
               

              
                
                  	 	(a)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      US Borrower and each of the other parties to this Agreement irrevocably
      agrees for the benefit of the Finance Parties that the courts of the State
      of New York and/or the federal courts of the United States of America
      sitting in the State of New York in diversity jurisdiction shall have
      exclusive jurisdiction to hear and determine any suit, action or
      proceedings, and to settle any disputes which may arise out of or in
      connection with the rights or obligations of the US Borrower under the
      Finance Documents and, for such purposes, irrevocably submits to the
      jurisdiction of such
      courts.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            
              
                
                  	 	(b)	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Each
      of the parties to this Agreement irrevocably agrees for the benefit of
      each of the Finance Parties that, except as set forth in
      paragraph (a) above, the courts of England shall have exclusive
      jurisdiction to hear and determine any suit, action or proceedings, and to
      settle any disputes, which may arise out of or in connection with this
      Agreement (respectively “Proceedings” and “Disputes”) and, for such
      purposes, irrevocably submits to the jurisdiction of such
      courts.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

           

          
            	
                     47.2

                  	
                    Waiver

                  


          

           

          Each of
the Obligors other than the US Borrower irrevocably waives any objection which
it might now or hereafter have to Proceedings being brought or Disputes settled
in the courts of England and agrees not to claim that any such court is an
inconvenient or inappropriate forum.  The US Borrower and each of the
Finance Parties irrevocably waives any objection which it might now or hereafter
have to Proceedings being brought by or against the US Borrower or Disputes with
the US Borrower being settled in the courts of the State of New
York.

           

          
            	
                     47.3

                  	
                    Service
      of Process

                  


          

           

          Each of
the Obligors (other than the US Borrower) which is not incorporated in England
agrees that the process by which any Proceedings are begun may be served on it
by being delivered in connection with any Proceedings in England, to the Company
at its registered office for the time being and the Company, by its signature to
this Agreement, accepts its appointment as such in respect of each such
Obligor.  If the appointment of the person mentioned in this Clause
ceases to be effective in respect of any of the Obligors the relevant Obligor
shall immediately appoint a further person in England to accept service of
process on its behalf in England and, failing such appointment within
15 days, the Facility Agent shall be entitled to appoint such person by
notice to the relevant Obligor. Nothing contained in this Agreement shall affect
the right to serve process in any other manner permitted by Law.

           

          
            	
                     47.4

                  	
                    Proceedings
      in Other Jurisdictions

                  


          

           

          Nothing
in Clause 47.1(b) (Courts) shall (and shall not
be construed so as to) limit the right of the Finance Parties or any of them to
take Proceedings against any of the Obligors other than the US Borrower in any
other court of competent jurisdiction nor shall the taking of Proceedings in any
one or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction (whether concurrently or not) if and to the extent permitted by
applicable Law.

           

          
            	
                     47.5

                  	
                    General
      Consent

                  


          

           

          Each of
the Obligors consents generally in respect of any Proceedings to the giving of
any relief or the issue of any process in connection with such Proceedings
including the making, enforcement or execution against any property whatsoever
(irrespective of its use or intended use) of any order or judgment which may be
made or given in such Proceedings.

           

          
            	
                     47.6

                  	
                    Waiver
      of Immunity

                  


          

           

          To the
extent that any Obligor may in any jurisdiction claim for itself or its assets
or revenues immunity from suit, execution, attachment (whether in aid of
execution, before judgment or otherwise) or other legal process and to the
extent that in any such jurisdiction there may be attributed to itself, its
assets or revenues such immunity (whether or not claimed), such Obligor
irrevocably agrees not to claim, and irrevocably waives, such immunity to the
full extent permitted by the laws of such jurisdiction.

           

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

           

           

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        SCHEDULE 1 – PART
1

         

        


         

        LENDERS
AND COMMITMENTS

         

        
          	
                  
                    Lender

                  

                	 	
                  
                    Revolving
      Facility Commitment (£)

                  

                	 	
                  
                    A
      Facility Commitment

                    (£)

                  

                	 	
                  
                    A1
      Facility Commitment

                    (£)

                  

                	 	
                  
                    B1
      Facility Commitment (£)

                  

                	 	
                  
                    B2
      Facility Commitment (£)

                  

                	 	
                  
                    B3
      Facility Commitment (€)

                  

                	 	
                  
                    B4
      Facility Commitment ($)

                  

                	 	
                  
                     

                    B5
      Facility Commitment (£)

                  

                	 	
                  
                     

                    B6
      Facility Commitment (£)

                  

                
	
                  Deutsche
      Bank AG, London Branch

                	 	
                  25,000,000

                	 	
                  837,500,000

                	 	
                  43,750,000

                	 	
                  75,000,000

                	 	
                  106,258,206.03

                	 	
                  151,515,000

                	 	
                  196,969,500

                	 	
                   

                  118,000,000

                	 	
                   

                  60,000,000

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  JPMorgan
      Chase Bank, National Association

                	 	
                  25,000,000

                	 	
                  837,500,000

                	 	
                  43,750,000

                	 	
                  75,000,000

                	 	
                  106,258,206.03

                	 	
                  151,515,000

                	 	
                  196,969,500

                	 	
                   

                  118,000,000

                	 	
                   

                  60,000,000

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  The
      Royal Bank of Scotland plc

                	 	
                  25,000,000

                	 	
                  837,500,000

                	 	
                  43,750,000

                	 	
                  75,000,000

                	 	
                  74,380,393.57

                	 	
                  106,060,000

                	 	
                  137,878,000

                	 	
                   

                  n/a

                	 	
                   

                  n/a

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Goldman
      Sachs International Bank

                	 	
                  25,000,000

                	 	
                  837,500,000

                	 	
                  n/a

                	 	
                  n/a

                	 	
                  63,755,624.93

                	 	
                  90,910,000

                	 	
                  118,183,000

                	 	
                   

                  n/a

                	 	
                   

                  n/a

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Goldman
      Sachs Credit Partners L.P.

                	 	
                  n/a

                	 	
                  n/a

                	 	
                  43,750,000

                	 	
                  75,000,000

                	 	
                  n/a

                	 	
                  n/a

                	 	
                  n/a

                	 	
                   

                  118,000,000

                	 	
                   

                  60,000,000

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  BNP
      Paribas

                	 	
                  n/a

                	 	
                  n/a

                	 	
                  n/a

                	 	
                  n/a

                	 	
                  n/a

                	 	
                  n/a

                	 	
                  n/a

                	 	
                  118,000,000

                	 	
                  60,000,000

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Citibank
      N.A.

                	 	
                  n/a

                	 	
                  n/a

                	 	
                  n/a

                	 	
                  n/a

                	 	
                  n/a

                	 	
                  n/a

                	 	
                  n/a

                	 	
                  118,000,000

                	 	
                  60,000,000

                
	
                  Total
      Commitments

                	 	
                  100,000,000

                	 	
                  3,350,000,000

                	 	
                  175,000,000

                	 	
                  300,000,000

                	 	
                  350,652,430.56

                	 	
                  500,000,000

                	 	
                  650,000,000

                	 	
                   

                  590,000,000

                	 	
                   

                  300,000,000

                


        

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


         

        PART 2 - LENDERS
TAX STATUS

         

        
          
            	
                    
                      Lender

                       

                    

                  	 	
                    
                      Tax
      Status

                       

                    

                  
	
                    Deutsche
      Bank AG, London Branch

                  	 	
                    UK
      Bank Lender

                  
	
                    JPMorgan
      Chase Bank, National Association

                  	 	
                    UK
      Bank Lender

                  
	
                    The
      Royal Bank of Scotland plc

                  	 	
                    UK
      Bank Lender

                  
	
                    Goldman
      Sachs International Bank

                  	 	
                    UK
      Bank Lender

                  
	
                    Goldman
      Sachs Credit Partners L.P.

                  	 	
                    UK
      Treaty Lender

                  
	 
      	 	 
      


          

           

          
            PART 3 - B2 FACILITY LENDERS, B3 FACILITY LENDERS, AND B4
FACILITY LENDERS

          

           

          Deutsche
Bank AG, London Branch

        

         

        JPMorgan
Chase Bank, National Association

         

        The Royal
Bank of Scotland plc

         

        Goldman
Sachs Credit Partners L.P.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        SCHEDULE 2

         

        PART 1 - THE
ORIGINAL GUARANTORS

         

        
          
            
              
                
                  	
                           

                          Name

                        	
                          Jurisdiction
      of Incorporation

                        	
                          Company
      number (if applicable)

                        
	
                          NTL

                        	 
      	 
      
	
                          Andover
      Cablevision Limited

                        	
                          England

                        	
                          1932254

                        
	
                          Anglia
      Cable Communications Limited

                        	
                          England

                        	
                          2433857

                        
	
                          Berkhamsted
      Properties & Building Contractors Limited

                        	
                          England

                        	
                          958564

                        
	
                          Cable
      Television Limited

                        	
                          England

                        	
                          683065

                        
	
                          Cable
      Thames Valley Limited

                        	
                          England

                        	
                          2254089

                        
	
                          CableTel
      Cardiff Limited

                        	
                          England

                        	
                          2740659

                        
	
                          Cabletel
      (UK) Limited

                        	
                          England

                        	
                          2835551

                        
	
                          CableTel
      Central Hertfordshire Limited

                        	
                          England

                        	
                          2347168

                        
	
                          CableTel
      Hertfordshire Limited

                        	
                          England

                        	
                          2381354

                        
	
                          CableTel
      Herts and Beds Limited

                        	
                          England

                        	
                          1785533

                        
	
                          CableTel
      Investments Limited

                        	
                          England

                        	
                          3157216

                        
	
                          CableTel
      Newport

                        	
                          England

                        	
                          2478879

                        
	
                          CableTel
      North Bedfordshire Limited

                        	
                          England

                        	
                          2455397

                        
	
                          CableTel
      Scotland Limited

                        	
                          Scotland

                        	
                          SC119938

                        
	
                          CableTel
      Surrey and Hampshire Limited

                        	
                          England

                        	
                          2740651

                        
	
                          CableTel
      Telecom Supplies Limited

                        	
                          England

                        	
                          2919285

                        
	
                          CableTel
      West Glamorgan Limited

                        	
                          England

                        	
                          623197

                        
	
                          CableTel
      West Riding Limited

                        	
                          England

                        	
                          2372564

                        
	
                          Cambridge
      Cable Services Limited

                        	
                          England

                        	
                          3262220

                        
	
                          Cambridge
      Holding Company Limited

                        	
                          England

                        	
                          2955679

                        
	
                          CCL
      Corporate Communications Services Limited

                        	
                          England

                        	
                          2425789

                        
	
                          Chartwell
      Investors L.P.

                        	
                          Delaware

                        	 
      
	
                          Columbia
      Management Limited

                        	
                          England

                        	
                          2361163

                        
	
                          ComTel
      Cable Services Limited

                        	
                          England

                        	
                          2265315

                        
	
                          ComTel
      Coventry Limited

                        	
                          England

                        	
                          277802

                        
	
                          Credit-Track
      Debt Recovery Limited

                        	
                          England

                        	
                          277802

                        
	
                          Diamond
      Cable (Bassetlaw) Limited

                        	
                          England

                        	
                          3020785

                        
	
                          Diamond
      Cable (Burton-Upon-Trent) Limited

                        	
                          England

                        	
                          3016632

                        
	
                          Diamond
      Cable (Chesterfield) Limited

                        	
                          England

                        	
                          3155292

                        
	
                          Diamond
      Cable (Grantham) Limited

                        	
                          England

                        	
                          2449143

                        
	
                          Diamond
      Cable (Grimclee) Limited

                        	
                          England

                        	
                          2476662

                        
	
                          Diamond
      Cable (Hinckley) Limited

                        	
                          England

                        	
                          3016600

                        
	
                          Diamond
      Cable (Leicester) Limited

                        	
                          England

                        	
                          2309938

                        
	
                          Diamond
      Cable (Lincoln) Limited

                        	
                          England

                        	
                          2476654

                        
	
                          Diamond
      Cable (Lincolnshire) Limited

                        	
                          England

                        	
                          3020780

                        
	
                          Diamond
      Cable (Mansfield) Limited

                        	
                          England

                        	
                          2379153

                        
	
                          Diamond
      Cable (Melton Mowbray) Limited

                        	
                          England

                        	
                          2449137

                        
	
                          Diamond
      Cable (Newark-On-Trent) Limited

                        	
                          England

                        	
                          2449141

                        
	
                          Diamond
      Cable (Ravenshead) Limited

                        	
                          England

                        	
                          3020784

                        
	
                          Diamond
      Cable (Vale Of Belvoir) Limited

                        	
                          England

                        	
                          3155311

                        
	
                          Diamond
      Cable Acquisitions Limited

                        	
                          England

                        	
                          2417366

                        
	
                          Diamond
      Cable Communications Limited

                        	
                          England

                        	
                          2965241

                        
	
                          Diamond
      Cable Construction Limited

                        	
                          England

                        	
                          2379018

                        
	
                          Diamond
      Cable CPE Limited

                        	
                          England

                        	
                          2459844

                        
	
                          Diamond
      Holdings Limited

                        	
                          England

                        	
                          3483724

                        
	
                          Diamond
      Visual Communications Limited

                        	
                          England

                        	
                          3020782

                        
	
                          Digital
      Television Network Limited

                        	
                          England

                        	
                          3288768

                        
	
                          DTELS
      Limited

                        	
                          England

                        	
                          2834403

                        
	
                          East
      Coast Cable Limited

                        	
                          England

                        	
                          2352468

                        
	
                          East
      Midlands Cable Communications Limited

                        	
                          England

                        	
                          2457536

                        
	
                          East
      Midlands Cable Group Limited

                        	
                          England

                        	
                          3030063

                        
	
                          East
      Midlands Cable Holdings Limited

                        	
                          England

                        	
                          3022472

                        
	
                          Enablis
      Limited

                        	
                          England

                        	
                          3144815

                        
	
                          Heartland
      Cablevision (UK) Limited

                        	
                          England

                        	
                          2415170

                        
	
                          Heartland
      Cablevision II (UK) Limited

                        	
                          England

                        	
                          2443617

                        
	
                          Herts
      Cable Limited

                        	
                          England

                        	
                          2390426

                        
	
                          Jewel
      Holdings Limited

                        	
                          England

                        	
                          3085518

                        
	
                          Lanbase
      European Holdings Limited

                        	
                          England

                        	
                          2529290

                        
	
                          Lanbase
      Limited

                        	
                          England

                        	
                          2617729

                        
	
                          LCL
      Cable (Holdings) Limited

                        	
                          England

                        	
                          3030067

                        
	
                          LCL
      Telephones Limited

                        	
                          England

                        	
                          2835893

                        
	
                          Lichfield
      Cable Communications Limited

                        	
                          England

                        	
                          3016595

                        
	
                          Maza
      Limited

                        	
                          England

                        	
                          2785299

                        
	
                          Metro
      Hertfordshire Limited

                        	
                          England

                        	
                          3092899

                        
	
                          Metro
      South Wales Limited

                        	
                          England

                        	
                          3092897

                        
	
                          NNS
      UK Holdings 1 LLC

                        	
                          Delaware

                        	 
      
	
                          NNS
      U.K. Holdings 2, Inc.

                        	
                          Delaware

                        	 
      
	
                          North
      CableComms Holdings, Inc.

                        	
                          Delaware

                        	 
      
	
                          North
      CableComms L.L.C.

                        	
                          Delaware

                        	 
      
	
                          North
      CableComms Management, Inc.

                        	
                          Delaware

                        	 
      
	
                          Northampton
      Cable Television Limited

                        	
                          England

                        	
                          2475464

                        
	
                          NTL
      (Aylesbury and Chiltern) Limited

                        	
                          England

                        	
                          2416084

                        
	
                          NTL
      (B) Limited

                        	
                          England

                        	
                          2735732

                        
	
                          NTL
      (Broadland) Limited

                        	
                          England

                        	
                          2443741

                        
	
                          NTL
      (Chichester) Limited

                        	
                          England

                        	
                          3056817

                        
	
                          NTL
      (City & Westminster) Limited

                        	
                          England

                        	
                          2809080

                        
	
                          NTL
      (County Durham) Limited

                        	
                          England

                        	
                          3128449

                        
	
                          NTL
      (CRUK) Limited

                        	
                          England

                        	
                          2329254

                        
	
                          NTL
      (CWC Holdings)

                        	
                          England

                        	
                          3922682

                        
	
                          NTL
      (CWC) Corporation Limited

                        	
                          England

                        	
                          2719477

                        
	
                          NTL
      (CWC) Limited

                        	
                          England

                        	
                          3288998

                        
	
                          NTL
      (CWC) Management Limited

                        	
                          England

                        	
                          2924200

                        
	
                          NTL
      (CWC) No. 2 Limited

                        	
                          England

                        	
                          2441766

                        
	
                          NTL
      (CWC) No. 3 Limited

                        	
                          England

                        	
                          2441768

                        
	
                          NTL
      (CWC) No. 4 Limited

                        	
                          England

                        	
                          2351068

                        
	
                          NTL
      (CWC) Programming Limited

                        	
                          England

                        	
                          3403986

                        
	
                          NTL
      (CWC) UK

                        	
                          England

                        	
                          2463427

                        
	
                          NTL
      (Ealing) Limited

                        	
                          England

                        	
                          1721894

                        
	
                          NTL
      (Eastbourne and Hastings) Limited

                        	
                          England

                        	
                          3074517

                        
	
                          NTL
      (Fenland) Limited

                        	
                          England

                        	
                          2459153

                        
	
                          NTL
      (Greenwich and Lewisham) Limited

                        	
                          England

                        	
                          2254009

                        
	
                          NTL
      (Hampshire) Limited

                        	
                          England

                        	
                          2351070

                        
	
                          NTL
      (Harrogate) Limited

                        	
                          England

                        	
                          2404019

                        
	
                          NTL
      (Harrow) Limited

                        	
                          England

                        	
                          2459179

                        
	
                          NTL
      (Kent) Limited

                        	
                          England

                        	
                          2456153

                        
	
                          NTL
      (Lambeth and Southwark) Limited

                        	
                          England

                        	
                          2277986

                        
	
                          NTL
      (Leeds) Limited

                        	
                          England

                        	
                          2400103

                        
	
                          NTL
      (Norwich) Limited

                        	
                          England

                        	
                          2332233

                        
	
                          NTL
      (Peterborough) Limited

                        	
                          England

                        	
                          2332232

                        
	
                          NTL
      (South East) Limited

                        	
                          England

                        	
                          1870928

                        
	
                          NTL
      (South London) Limited

                        	
                          England

                        	
                          0657093

                        
	
                          NTL
      (Southampton and Eastleigh) Limited

                        	
                          England

                        	
                          1866504

                        
	
                          NTL
      (Sunderland) Limited

                        	
                          England

                        	
                          2402393

                        
	
                          NTL
      (Thamesmead) Limited

                        	
                          England

                        	
                          2461140

                        
	
                          NTL
      (Triangle) LLC

                        	
                          Delaware

                        	 
      
	
                          NTL
      (V) Limited

                        	
                          England

                        	
                          2719474

                        
	
                          NTL
      (Wandsworth) Limited

                        	
                          England

                        	
                          1866178

                        
	
                          NTL
      (Wearside) Limited

                        	
                          England

                        	
                          2475099

                        
	
                          NTL
      (West London) Limited

                        	
                          England

                        	
                          1735664

                        
	
                          NTL
      (Yorcan) Limited

                        	
                          England

                        	
                          2371785

                        
	
                          NTL
      (York) Limited

                        	
                          England

                        	
                          2406267

                        
	
                          NTL
      Acquisition Company Limited

                        	
                          England

                        	
                          2270117

                        
	
                          NTL
      Bolton Cablevision Holding Company

                        	
                          England

                        	
                          2422198

                        
	
                          NTL
      Bromley Company

                        	
                          Delaware

                        	 
      
	
                          NTL
      Business (Ireland) Limited

                        	
                          England

                        	
                          3284482

                        
	
                          NTL
      Business Limited

                        	
                          England

                        	
                          3076222

                        
	
                          NTL
      Cablecomms Bolton

                        	
                          England

                        	
                          1883383

                        
	
                          NTL
      Cablecomms Bromley

                        	
                          England

                        	
                          2422195

                        
	
                          NTL
      Cablecomms Bury and Rochdale

                        	
                          England

                        	
                          2446183

                        
	
                          NTL
      Cablecomms Cheshire

                        	
                          England

                        	
                          2379804

                        
	
                          NTL
      Cablecomms Derby

                        	
                          England

                        	
                          2387713

                        
	
                          NTL
      Cablecomms East Lancashire

                        	
                          England

                        	
                          2114543

                        
	
                          NTL
      Cablecomms Greater Manchester

                        	
                          England

                        	
                          2407924

                        
	
                          NTL
      Cablecomms Group Limited

                        	
                          England

                        	
                          3024703

                        
	
                          ntl
      CableComms Group, Inc.

                        	
                          Delaware

                        	 
      
	
                          NTL
      Cablecomms Holdings No. 1 Limited

                        	
                          England

                        	
                          3709869

                        
	
                          NTL
      Cablecomms Holdings No. 2 Limited

                        	
                          England

                        	
                          3709840

                        
	
                          NTL
      Cablecomms Lancashire No. 1

                        	
                          England

                        	
                          2453249

                        
	
                          NTL
      Cablecomms Lancashire No. 2

                        	
                          England

                        	
                          2453059

                        
	
                          NTL
      Cablecomms Limited

                        	
                          England

                        	
                          2664006

                        
	
                          NTL
      Cablecomms Macclesfield

                        	
                          England

                        	
                          2459067

                        
	
                          NTL
      Cablecomms Manchester Limited

                        	
                          England

                        	
                          2511868

                        
	
                          NTL
      Cablecomms Oldham and Tameside

                        	
                          England

                        	
                          2446185

                        
	
                          NTL
      Cablecomms Solent

                        	
                          England

                        	
                          2422654

                        
	
                          NTL
      Cablecomms Staffordshire

                        	
                          England

                        	
                          2379800

                        
	
                          NTL
      Cablecomms Stockport

                        	
                          England

                        	
                          2443484

                        
	
                          NTL
      Cablecomms Surrey

                        	
                          England

                        	
                          2531586

                        
	
                          NTL
      Cablecomms Sussex

                        	
                          England

                        	
                          2266092

                        
	
                          NTL
      Cablecomms Wessex

                        	
                          England

                        	
                          2410378

                        
	
                          NTL
      Cablecomms West Surrey Limited

                        	
                          England

                        	
                          2512757

                        
	
                          NTL
      Cablecomms Wirral

                        	
                          England

                        	
                          2531604

                        
	
                          NTL
      Cambridge Limited

                        	
                          England

                        	
                          2154841

                        
	
                          NTL
      Chartwell Holdings 2, Inc.

                        	
                          Delaware

                        	 
      
	
                          NTL
      Chartwell Holdings, Inc.

                        	
                          Delaware

                        	 
      
	
                          NTL
      Chartwell Holdings Limited

                        	
                          England

                        	
                          3290823

                        
	
                          NTL
      Communications Services Limited

                        	
                          England

                        	
                          3403985

                        
	
                          NTL
      Darlington Limited

                        	
                          England

                        	
                          2533674

                        
	
                          NTL
      Derby Cablevision Holding Company

                        	
                          England

                        	
                          2422310

                        
	
                          Virgin
      Media Dover LLC (formerly known as NTL Dover LLC)

                        	 
      	 
      
	
                          NTL
      Equipment No. 1 Limited

                        	
                          England

                        	
                          2794518

                        
	
                          NTL
      Equipment No. 2 Limited

                        	
                          England

                        	
                          2071491

                        
	
                          NTL
      Finance Limited

                        	
                          England

                        	
                          5537678

                        
	
                          NTL
      Glasgow

                        	
                          Scotland

                        	
                          SC075177

                        
	
                          NTL
      Glasgow Holdings Limited

                        	
                          England

                        	
                          4170072

                        
	
                          Virgin
      Media Limited (formerly known as NTL Group Limited)

                        	
                          England

                        	
                          2591237

                        
	
                          NTL
      Holdings (Broadland) Limited

                        	
                          England

                        	
                          2427172

                        
	
                          NTL
      Holdings (East London) Limited

                        	
                          England

                        	
                          2032186

                        
	
                          NTL
      Holdings (Fenland) Limited

                        	
                          England

                        	
                          2427199

                        
	
                          NTL
      Holdings (Leeds) Limited

                        	
                          England

                        	
                          02766909

                        
	
                          NTL
      Holdings (Norwich) Limited

                        	
                          England

                        	
                          2332233

                        
	
                          NTL
      Holdings (Peterborough) Limited

                        	
                          England

                        	
                          2332232

                        
	
                          NTL
      Internet Limited

                        	
                          England

                        	
                          2985161

                        
	
                          NTL
      Internet Services Limited

                        	
                          England

                        	
                          4038930

                        
	
                          Virgin
      Media Investment Holdings Limited (formerly known as NTL Investment
      Holdings Limited)

                        	
                          England

                        	
                          3173552

                        
	
                          NTL
      Irish Holdings Limited

                        	
                          England

                        	
                          5313953

                        
	
                          NTL
      Kirklees

                        	
                          England

                        	
                          2495460

                        
	
                          NTL
      Kirklees Holdings Limited

                        	
                          England

                        	
                          4169826

                        
	
                          NTL
      Limited

                        	
                          England

                        	
                          2586701

                        
	
                          NTL
      Manchester Cablevision Holding Company

                        	
                          England

                        	
                          2455631

                        
	
                          NTL
      Microclock Services Limited

                        	
                          England

                        	
                          2861856

                        
	
                          NTL
      Midlands Limited

                        	
                          England

                        	
                          2357645

                        
	
                          NTL
      Milton Keynes Limited

                        	
                          England

                        	
                          2410808

                        
	
                          NTL
      National Networks Limited

                        	
                          England

                        	
                          5174655

                        
	
                          NTL
      Networks Limited

                        	
                          England

                        	
                          3045209

                        
	
                          NTL
      North CableComms Holdings, Inc.

                        	
                          Delaware

                        	 
      
	
                          NTL
      North CableComms Management, Inc.

                        	
                          Delaware

                        	 
      
	
                          NTL
      Partcheer Company Limited

                        	
                          England

                        	
                          2861817

                        
	
                          NTL
      Programming Subsidiary Company

                        	
                          Delaware

                        	 
      
	
                          NTL
      Rectangle Limited

                        	
                          England

                        	
                          4329656

                        
	
                          NTL
      Sideoffer Limited

                        	
                          England

                        	
                          2927099

                        
	
                          NTL
      Solent Company

                        	
                          Delaware

                        	 
      
	
                          NTL
      Solent Telephone and Cable TV Company Limited

                        	
                          England

                        	
                          2511653

                        
	
                          NTL
      South CableComms Holdings, Inc.

                        	
                          Delaware

                        	 
      
	
                          NTL
      South CableComms Management, Inc.

                        	
                          Delaware

                        	 
      
	
                          NTL
      South Central Limited

                        	
                          England

                        	
                          2387692

                        
	
                          NTL
      South Wales Limited

                        	
                          England

                        	
                          2857050

                        
	
                          NTL
      Streetunique Projects Limited

                        	
                          England

                        	
                          2851203

                        
	
                          NTL
      Streetunit Projects Limited

                        	
                          England

                        	
                          2851201

                        
	
                          NTL
      Streetusual Services Limited

                        	
                          England

                        	
                          2851019

                        
	
                          NTL
      Streetvision Services Limited

                        	
                          England

                        	
                          2851020

                        
	
                          NTL
      Streetvital Services Limited

                        	
                          England

                        	
                          2851021

                        
	
                          NTL
      Streetwarm Services Limited

                        	
                          England

                        	
                          2851011

                        
	
                          NTL
      Streetwide Services Limited

                        	
                          England

                        	
                          2851013

                        
	
                          NTL
      Strikeagent Trading Limited

                        	
                          England

                        	
                          2851014

                        
	
                          NTL
      Strikeamount Trading Limited

                        	
                          England

                        	
                          2851015

                        
	
                          NTL
      Strikeapart Trading Limited

                        	
                          England

                        	
                          2851018

                        
	
                          NTL
      Surrey Company

                        	
                          Delaware

                        	 
      
	
                          NTL
      Sussex Company

                        	
                          Delaware

                        	 
      
	
                          NTL
      Systems Limited

                        	
                          England

                        	
                          3217975

                        
	
                          NTL
      Technical Support Company Limited

                        	
                          England

                        	
                          2512756

                        
	
                          NTL
      Teesside Limited

                        	
                          England

                        	
                          2532188

                        
	
                          NTL
      Telecom Services Limited

                        	
                          England

                        	
                          2937788

                        
	
                          NTL
      UK CableComms Holdings, Inc.

                        	
                          Delaware

                        	 
      
	
                          NTL
      UK Telephone and Cable TV Holding Company Limited

                        	
                          England

                        	
                          2511877

                        
	
                          NTL
      Victoria Limited

                        	
                          England

                        	
                          5685196

                        
	
                          NTL
      Victoria II Limited

                        	
                          England

                        	
                          5685189

                        
	
                          NTL
      Wessex Company

                        	
                          Delaware

                        	 
      
	
                          NTL
      Westminster Limited

                        	
                          England

                        	
                          1735641

                        
	
                          NTL
      Winston Holdings Limited

                        	
                          England

                        	
                          3290821

                        
	
                          NTL
      Winston Holdings, Inc.

                        	
                          Delaware

                        	 
      
	
                          NTL
      Wirral Company

                        	
                          Delaware

                        	 
      
	
                          NTL
      Wirral Telephone and Cable TV Company

                        	
                          England

                        	
                          2511873

                        
	
                          VMIH
      Sub Limited (formerly known as NTLIH Sub Limited)

                        	
                          England

                        	
                          5316140

                        
	
                          Oxford
      Cable Limited

                        	
                          England

                        	
                          2450228

                        
	
                          Prospectre
      Limited

                        	
                          Scotland

                        	
                          SC145280

                        
	
                          Secure
      Backup Systems Limited

                        	
                          England

                        	
                          3130333

                        
	
                          South
      CableComms Holdings, Inc.

                        	
                          Delaware

                        	 
      
	
                          South
      CableComms L.L.C.

                        	
                          Delaware

                        	 
      
	
                          South
      CableComms Management, Inc.

                        	
                          Delaware

                        	 
      
	
                          Southern
      East Anglia Cable Limited

                        	
                          England

                        	
                          2905929

                        
	
                          Stafford
      Communications Limited

                        	
                          England

                        	
                          2381842

                        
	
                          Swindon
      Cable Limited

                        	
                          England

                        	
                          318216

                        
	
                          Tamworth
      Cable Communications Limited

                        	
                          England

                        	
                          3016602

                        
	
                          Virgin
      Net Limited

                        	
                          England

                        	
                          2833330

                        
	
                          Vision
      Networks Services UK Limited

                        	
                          England

                        	
                          3135501

                        
	
                          Wessex
      Cable Limited

                        	
                          England

                        	
                          2433185

                        
	
                          Winston
      Investors L.L.C.

                        	
                          Delaware

                        	 
      
	
                          XL
      Debt Recovery Agency Limited

                        	
                          England

                        	
                          3303903

                        
	
                          X-Tant
      Limited

                        	
                          England

                        	
                          3580901

                        
	
                          TELEWEST
      GROUP COMPANIES

                        	 
      	 
      
	
                          Birmingham
      Cable Corporation Limited

                        	
                          England

                        	
                          2170379

                        
	
                          Birmingham
      Cable Limited

                        	
                          England

                        	
                          2244565

                        
	
                          Cable
      Camden Limited

                        	
                          England

                        	
                          1795642

                        
	
                          Cable
      Enfield Limited

                        	
                          England

                        	
                          2466511

                        
	
                          Cable
      Hackney & Islington Limited

                        	
                          England

                        	
                          1795641

                        
	
                          Cable
      Haringey Limited

                        	
                          England

                        	
                          1808589

                        
	
                          Cable
      London Limited

                        	
                          England

                        	
                          1794264

                        
	
                          Central
      Cable Holdings Limited

                        	
                          England

                        	
                          3008567

                        
	
                          Crystal
      Palace Radio Limited

                        	
                          England

                        	
                          1459745

                        
	
                          Filegale
      Limited

                        	
                          England

                        	
                          2804553

                        
	
                          General
      Cable Group Limited

                        	
                          England

                        	
                          2872852

                        
	
                          General
      Cable Holdings Limited

                        	
                          England

                        	
                          2798236

                        
	
                          General
      Cable Limited

                        	
                          England

                        	
                          2369824

                        
	
                          Imminus
      Limited

                        	
                          England

                        	
                          1785381

                        
	
                          Middlesex
      Cable Limited

                        	
                          England

                        	
                          2460325

                        
	
                          Sheffield
      Cable Communications Limited

                        	
                          England

                        	
                          2465953

                        
	
                          Southwestern
      Bell International Holdings Limited

                        	
                          England

                        	
                          2378768

                        
	
                          Telewest
      Communications (Central Lancashire) Limited

                        	
                          England

                        	
                          1737862

                        
	
                          Telewest
      Communications (Cotswolds) Limited

                        	
                          England

                        	
                          1743081

                        
	
                          Telewest
      Communications (Liverpool) Limited

                        	
                          England

                        	
                          1615567

                        
	
                          Telewest
      Communications (London South) Limited

                        	
                          England

                        	
                          1697437

                        
	
                          Telewest
      Communications (Midlands and North West) Limited

                        	
                          England

                        	
                          2795350

                        
	
                          Telewest
      Communications (Midlands) Limited

                        	
                          England

                        	
                          1882074

                        
	
                          Telewest
      Communications (Nominees) Limited

                        	
                          England

                        	
                          2318746

                        
	
                          Telewest
      Communications (North East) Limited

                        	
                          England

                        	
                          2378214

                        
	
                          Telewest
      Communications (North West) Limited

                        	
                          England

                        	
                          2321124

                        
	
                          Telewest
      Communications (South East) Limited

                        	
                          England

                        	
                          2270764

                        
	
                          Telewest
      Communications (South Thames Estuary) Limited

                        	
                          England

                        	
                          2270763

                        
	
                          Telewest
      Communications (South West) Limited

                        	
                          England

                        	
                          2271287

                        
	
                          Telewest
      Communications (St. Helens & Knowsley) Limited

                        	
                          England

                        	
                          2466599

                        
	
                          Telewest
      Communications (Tyneside) Limited

                        	
                          England

                        	
                          2407676

                        
	
                          Telewest
      Communications (Wigan) Limited

                        	
                          England

                        	
                          2451112

                        
	
                          Telewest
      Communications Cable Limited

                        	
                          England

                        	
                          2883742

                        
	
                          Telewest
      Communications Group Limited

                        	
                          England

                        	
                          2514287

                        
	
                          Telewest
      Communications Holdings Limited

                        	
                          England

                        	
                          2982404

                        
	
                          Telewest
      Communications Networks Limited

                        	
                          England

                        	
                          3071086

                        
	
                          Telewest
      Limited

                        	
                          England

                        	
                          3291383

                        
	
                          Telewest
      Parliamentary Holdings Limited

                        	
                          England

                        	
                          2514316

                        
	
                          Telewest
      UK Limited

                        	
                          England

                        	
                          4925679

                        
	
                          The
      Cable Corporation Limited

                        	
                          England

                        	
                          2075227

                        
	
                          Theseus
      No. 1 Limited

                        	
                          England

                        	
                          2994027

                        
	
                          Theseus
      No. 2 Limited

                        	
                          England

                        	
                          2994061

                        
	
                          Windsor
      Television Limited

                        	
                          England

                        	
                          1745542

                        
	
                          Yorkshire
      Cable Communications Limited

                        	
                          England

                        	
                          2490136

                        
	
                          The
      Yorkshire Cable Group Limited

                        	
                          England

                        	
                          2782818

                        
	
                          EuroBell
      (Holdings) Limited

                        	
                          England

                        	
                          2904215

                        
	
                          EuroBell
      (Sussex) Limited

                        	
                          England

                        	
                          2272340

                        
	
                          EuroBell
      (South West) Limited

                        	
                          England

                        	
                          1796131

                        
	
                          EuroBell
      (West Kent) Limited

                        	
                          England

                        	
                          2886001

                        
	
                          EuroBell
      (IDA) Limited

                        	
                          England

                        	
                          3373001

                        
	
                          EuroBell
      Internet Services Limited

                        	
                          England

                        	
                          3172207

                        
	
                          EuroBell
      CPE Limited

                        	
                          England

                        	
                          2742145

                        
	
                          EuroBell
      Limited

                        	
                          England

                        	
                          2983427

                        
	
                          EMS
      Investments Limited

                        	
                          England

                        	
                          3373057

                        
	
                          EuroBell
      (No. 2) Limited

                        	
                          England

                        	
                          3405634

                        
	
                          EuroBell
      (No. 3) Limited

                        	
                          England

                        	
                          3006948

                        
	
                          EuroBell
      (No. 4) Limited

                        	
                          England

                        	
                          2983110

                        
	
                          SCOTTISH
      COMPANIES

                        	 
      	 
      
	
                          Telewest
      Communications (Dundee & Perth) Limited

                        	
                          Scotland

                        	
                          SC096816

                        
	
                          Telewest
      Communications (Motherwell) Limited

                        	
                          Scotland

                        	
                          SC121617

                        
	
                          Telewest
      Communications (Scotland Holdings) Limited

                        	
                          Scotland

                        	
                          SC150058

                        
	
                          Telewest
      Communications (Scotland) Limited

                        	
                          Scotland

                        	
                          SC80891

                        
	
                          JERSEY
      COMPANY

                        	 
      	 
      
	
                          Birmingham
      Cable Finance Limited

                        	
                          Jersey

                        	
                          60792

                        
	
                          PARTNERSHIPS
      AND JOINT VENTURES

                        	 
      	 
      
	
                          Avon
      Cable Joint Venture

                        	
                          England

                        	 
      
	
                          Avon
      Cable Limited Partnership

                        	
                          Colorado

                        	 
      
	
                          Cotswolds
      Cable Limited Partnership

                        	
                          Colorado

                        	 
      
	
                          Edinburgh
      Cable Limited Partnership

                        	
                          Colorado

                        	 
      
	
                          Estuaries
      Cable Limited Partnership

                        	
                          Colorado

                        	 
      
	
                          London
      South Cable Partnership

                        	
                          Colorado

                        	 
      
	
                          TCI/US
      West Cable Communications Group

                        	
                          Colorado

                        	 
      
	
                          Telewest
      Communications (London South) Joint Venture

                        	
                          England

                        	 
      
	
                          Telewest
      Communications (Cotswolds) Venture

                        	
                          England

                        	 
      
	
                          Telewest
      Communications (North East) Partnership

                        	
                          England

                        	 
      
	
                          Telewest
      Communications (Scotland) Venture

                        	
                          England

                        	 
      
	
                          Telewest
      Communications (South East) Partnership

                        	
                          England

                        	 
      
	
                          Tyneside
      Cable Limited Partnership

                        	
                          Colorado

                        	 
      
	
                          United
      Cable (London South) Limited Partnership

                        	
                          Colorado

                        	 
      
	
                          FLEXTECH

                        	 
      	 
      
	
                          Flextech
      Broadband Limited

                        	
                          England

                        	
                          4125315

                        
	
                          Flextech
      Broadcasting Limited

                        	
                          England

                        	
                          4125325

                        
	
                          Screenshop
      Limited

                        	
                          England

                        	
                          3529106

                        
	
                          Living
      TV Limited

                        	
                          England

                        	
                          2802598

                        
	
                          Trouble
      TV Limited

                        	
                          England

                        	
                          1733724

                        
	
                          Challenge
      TV

                        	
                          England

                        	
                          2721189

                        
	
                          Bravo
      TV Limited

                        	
                          England

                        	
                          2342064

                        
	
                          Ed
      Stone Limited

                        	
                          England

                        	
                          4170969

                        
	
                          United
      Artists Investments Limited

                        	
                          England

                        	
                          2761569

                        
	
                          Flextech
      Business News Limited

                        	
                          England

                        	
                          2954531

                        
	
                          Continental
      Shelf 16 Limited

                        	
                          England

                        	
                          3005499

                        
	
                          TVS
      Television Limited

                        	
                          England

                        	
                          591652

                        
	
                          TVS
      Pension Fund Trustees Limited

                        	
                          England

                        	
                          1539051

                        
	
                          Telso
      Communications Limited

                        	
                          England

                        	
                          2067186

                        
	
                          Flextech
      Rights Limited

                        	
                          England

                        	
                          2981104

                        
	
                          Minotaur
      International Limited

                        	
                          England

                        	
                          3059563

                        
	
                          Virgin
      Media Television Limited (formerly known as Flextech Television
      Limited)

                        	
                          England

                        	
                          2294553

                        
	
                          Interactive
      Digital Sales Limited

                        	
                          England

                        	
                          4257717

                        
	
                          Flextech
      Music Publishing Limited

                        	
                          England

                        	
                          3673917

                        
	
                          Flextech
      (1992) Limited

                        	
                          England

                        	
                          1190025

                        
	
                          Flextech
      Media Holdings Limited

                        	
                          England

                        	
                          2678886

                        
	
                          Flextech
      (Kindernet Investment) Limited

                        	
                          England

                        	
                          1260228

                        
	
                          Flextech-Flexinvest
      Limited

                        	
                          England

                        	
                          1192945

                        
	
                          Flextech
      IVS Limited

                        	
                          England

                        	
                          2678882

                        
	
                          Flextech
      Family Channel Limited

                        	
                          England

                        	
                          2856303

                        
	
                          Flextech
      Distribution Limited

                        	
                          England

                        	
                          2678883

                        
	
                          Flextech
      Childrens Channel Limited

                        	
                          England

                        	
                          267881

                        
	
                          Flextech
      Communications Limited

                        	
                          England

                        	
                          2588902

                        
	
                          Flextech
      (Travel Channel) Limited

                        	
                          England

                        	
                          3427763

                        
	
                          Flextech
      Digital Broadcasting Limited

                        	
                          England

                        	
                          3298737

                        
	
                          Flextech
      Video Games Limited

                        	
                          England

                        	
                          2670829

                        


                

              

            

          

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        PART 2 -

         

         THE
RESTRICTED GUARANTORS

         

        
          
            
              
                	
                         

                        Name

                      	
                        Jurisdiction
      of Incorporation

                      	
                        Company
      number (if applicable)

                      
	
                        NTL

                      	 
      	 
      
	
                        Chartwell
      Investors L.P.

                      	
                        Delaware

                      	 
      
	
                        NNS
      UK Holdings 1 LLC

                      	
                        Delaware

                      	 
      
	
                        NNS
      U.K. Holdings 2, Inc.

                      	
                        Delaware

                      	 
      
	
                        North
      CableComms Holdings, Inc.

                      	
                        Delaware

                      	 
      
	
                        North
      CableComms L.L.C.

                      	
                        Delaware

                      	 
      
	
                        North
      CableComms Management, Inc.

                      	
                        Delaware

                      	 
      
	
                        NTL
      Bolton Cablevision Holding Company

                      	
                        England

                      	
                        2422198

                      
	
                        NTL
      Bromley Company

                      	
                        Delaware

                      	 
      
	
                        NTL
      Cablecomms Bolton

                      	
                        England

                      	
                        1883383

                      
	
                        NTL
      Cablecomms Bromley

                      	
                        England

                      	
                        2422195

                      
	
                        NTL
      Cablecomms Bury and Rochdale

                      	
                        England

                      	
                        2446183

                      
	
                        NTL
      Cablecomms Cheshire

                      	
                        England

                      	
                        2379804

                      
	
                        NTL
      Cablecomms Derby

                      	
                        England

                      	
                        2387713

                      
	
                        NTL
      Cablecomms East Lancashire

                      	
                        England

                      	
                        2114543

                      
	
                        NTL
      Cablecomms Greater Manchester

                      	
                        England

                      	
                        2407924

                      
	
                        NTL
      Cablecomms Group Limited

                      	
                        England

                      	
                        3024703

                      
	
                        ntl
      CableComms Group, Inc.

                      	
                        Delaware

                      	 
      
	
                        NTL
      Cablecomms Holdings No. 1 Limited

                      	
                        England

                      	
                        3709869

                      
	
                        NTL
      Cablecomms Holdings No. 2 Limited

                      	
                        England

                      	
                        3709840

                      
	
                        NTL
      Cablecomms Macclesfield

                      	
                        England

                      	
                        2459067

                      
	
                        NTL
      Cablecomms Oldham and Tameside

                      	
                        England

                      	
                        2446185

                      
	
                        NTL
      Cablecomms Solent

                      	
                        England

                      	
                        2422654

                      
	
                        NTL
      Cablecomms Staffordshire

                      	
                        England

                      	
                        2379800

                      
	
                        NTL
      Cablecomms Stockport

                      	
                        England

                      	
                        2443484

                      
	
                        NTL
      Cablecomms Surrey

                      	
                        England

                      	
                        2531586

                      
	
                        NTL
      Cablecomms Sussex

                      	
                        England

                      	
                        2266092

                      
	
                        NTL
      Cablecomms Wessex

                      	
                        England

                      	
                        2410378

                      
	
                        NTL
      Cablecomms Wirral

                      	
                        England

                      	
                        2531604

                      
	
                        NTL
      Chartwell Holdings 2, Inc.

                      	
                        Delaware

                      	 
      
	
                        NTL
      Chartwell Holdings, Inc.

                      	
                        Delaware

                      	 
      
	
                        NTL
      Chartwell Holdings Limited

                      	
                        England

                      	
                        3290823

                      
	
                        NTL
      Derby Cablevision Holding Company

                      	
                        England

                      	
                        2422310

                      
	
                        Virgin
      Media Dover LLC (formerly known as NTL Dover LLC)

                      	 
      	 
      
	
                        NTL
      Glasgow

                      	
                        Scotland

                      	
                        SC075177

                      
	
                        NTL
      Glasgow Holdings Limited

                      	
                        England

                      	
                        4170072

                      
	
                        NTL
      Kirklees

                      	
                        England

                      	
                        2495460

                      
	
                        NTL
      Kirklees Holdings Limited

                      	
                        England

                      	
                        4169826

                      
	
                        NTL
      Manchester Cablevision Holding Company

                      	
                        England

                      	
                        2455631

                      
	
                        NTL
      North CableComms Holdings, Inc.

                      	
                        Delaware

                      	 
      
	
                        NTL
      North CableComms Management, Inc.

                      	
                        Delaware

                      	 
      
	
                        NTL
      Programming Subsidiary Company

                      	
                        Delaware

                      	 
      
	
                        NTL
      Solent Company

                      	
                        Delaware

                      	 
      
	
                        NTL
      South CableComms Holdings, Inc.

                      	
                        Delaware

                      	 
      
	
                        NTL
      South CableComms Management, Inc.

                      	
                        Delaware

                      	 
      
	
                        NTL
      Surrey Company

                      	
                        Delaware

                      	 
      
	
                        NTL
      Sussex Company

                      	
                        Delaware

                      	 
      
	
                        NTL
      (Triangle) LLC

                      	
                        Delaware

                      	 
      
	
                        NTL
      UK CableComms Holdings, Inc.

                      	
                        Delaware

                      	 
      
	
                        NTL
      Wessex Company

                      	
                        Delaware

                      	 
      
	
                        NTL
      Winston Holdings Limited

                      	
                        England

                      	
                        3290821

                      
	
                        NTL
      Winston Holdings, Inc.

                      	
                        Delaware

                      	 
      
	
                        NTL
      Wirral Company

                      	
                        Delaware

                      	 
      
	
                        NTL
      Wirral Telephone and Cable TV Company

                      	
                        England

                      	
                        2511873

                      
	
                        South
      CableComms Holdings, Inc.

                      	
                        Delaware

                      	 
      
	
                        South
      CableComms L.L.C.

                      	
                        Delaware

                      	 
      
	
                        South
      CableComms Management, Inc.

                      	
                        Delaware

                      	 
      
	
                        Winston
      Investors L.L.C.

                      	
                        Delaware

                      	 
      
	
                        TELEWEST

                      	 
      	 
      
	
                        Avon
      Cable Limited Partnership

                      	
                        Colorado

                      	 
      
	
                        Cotswolds
      Cable Limited Partnership

                      	
                        Colorado

                      	 
      
	
                        Edinburgh
      Cable Limited Partnership

                      	
                        Colorado

                      	 
      
	
                        Estuaries
      Cable Limited Partnership

                      	
                        Colorado

                      	 
      
	
                        London
      South Cable Partnership

                      	
                        Colorado

                      	 
      
	
                        TCI/US
      West Cable Communications Group

                      	
                        Colorado

                      	 
      
	
                        Tyneside
      Cable Limited Partnership

                      	
                        Colorado

                      	 
      
	
                        United
      Cable (London South) Limited Partnership

                      	
                        Colorado

                      	 
      


              

            

          

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        SCHEDULE 3

         

        PART 1 - FORM OF
DEED OF TRANSFER AND ACCESSION

         

        
          	
                  To:

                	
                  Deutsche
      Bank AG, London Branch as Facility
Agent

                


        

         

        This Deed
is dated [●] and relates to:

         

        
          	
                   
      

                	
                  (a)

                	
                  the
      facilities agreement dated 3 March 2006 (as from time to time amended,
      varied, novated or supplemented, the “Facilities Agreement”)
      whereby certain facilities in a maximum aggregate amount of
      £5,165,652,430.56, €500,000,000 and $650,000,000 were made available to
      the Borrowers (including Virgin Media Investment Holdings Limited
      (formerly known as NTL Investment Holdings Limited)) under the guarantee
      of the Guarantors, by a group of banks and other financial institutions on
      whose behalf Deutsche Bank AG, London Branch acts as Facility Agent in
      connection therewith;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  the
      HYD Intercreditor Agreement

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  the
      Group Intercreditor Agreement

                


        

         

        
          	
                   
      

                	
                  (d)

                	
                  the
      Security Trust Agreement.

                


        

         

        
          	
                  1.

                	
                  Terms
      defined in the Facilities Agreement shall, subject to any contrary
      indication, have the same meanings in this Deed.  The terms
      “Lender”, “Transferee”, “Lender’s Participation” and “Portion Transferred”
      are defined in the Schedule to this
Deed.

                


        

         

        
          	
                  2.

                	
                  The
      Lender:

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  confirms
      that the details in the Schedule to this Deed are an accurate summary
      of the Lender’s Participation in the Facilities Agreement and the Interest
      Periods or Terms (as the case may be) for existing Advances as at the date
      of this Deed; and

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  requests
      the Transferee to accept and procure the transfer by novation to the
      Transferee of the Portion Transferred by countersigning and delivering
      this Deed to the Facility Agent at its address for the service of notices
      designated to the Facility Agent in accordance with the Facilities
      Agreement.

                


        

         

        
          	
                  3.

                	
                  The
      Transferee requests the Facility Agent to accept this Deed as being
      delivered to the Facility Agent pursuant to and for the purposes of
      Clause 36.5 (Transfer Deed) of the
      Facilities Agreement so as to take effect in accordance with the terms of
      it on the Transfer Date or on such later date as may be determined in
      accordance with the terms of it.

                


        

         

        
          	
                  4.

                	
                  The
      Transferee confirms that it has received a copy of the Facilities
      Agreement together with such other information as it has required in
      connection with this transaction and that it has not relied and will not
      rely on the Lender to check or enquire on its behalf into the legality,
      validity, effectiveness, adequacy, accuracy or completeness of any such
      information and further agrees that it has not relied and will not rely on
      the Lender to assess or keep under review on its behalf the financial
      condition, creditworthiness, condition, affairs, status or nature of any
      Obligor.

                


        

         

        
          	
                  5.

                	
                  The
      Transferee undertakes with the Lender and each of the other parties to the
      Facilities Agreement that it will perform in accordance with their terms
      all those obligations which by the terms of the Finance Documents will be
      assumed by it after delivery of this Deed to the Facility Agent and
      satisfaction of the conditions (if any) subject to which this Deed is
      expressed to take effect.

                


        

         

        
          	
                  6.

                	
                  The
      Lender makes no representation or warranty and assumes no responsibility
      with respect to the legality, validity, effectiveness, adequacy or
      enforceability of the Facilities Agreement, any other Finance Document or
      other document relating to it and assumes no responsibility for the
      financial condition of any Obligor or for the performance and observance
      by any Obligor of any of its obligations under the Facilities Agreement,
      any Finance Document or any other document relating to it and any and all
      such conditions and warranties, whether express or implied by Law or
      otherwise, are excluded.

                


        

         

        
          	
                  7.

                	
                  The
      Lender gives notice that nothing in this Deed or in the Facilities
      Agreement (or any Finance Document or other document relating to it) shall
      oblige the Lender (a) to accept a re-transfer from the Transferee of the
      whole or any part of its rights, benefits and/or obligations under the
      Finance Documents transferred pursuant to this Deed or (b) to support
      any losses directly or indirectly sustained or incurred by the Transferee
      for any reason whatsoever (including the failure by any Obligor or any
      other party to the Finance Documents (or any document relating to them) to
      perform its obligations under any such document) and the Transferee
      acknowledges the absence of any such obligation as is referred to in
      (a) and (b) above.

                


        

         

        
          	
                  8.

                	
                  [The Transferee
      represents to the Facility Agent and to the Borrower that is a UK Bank
      Lender.]1

                


        

         

        OR

         

        [The Transferee represents to
the Facility Agent and to the Borrower that it is a UK Non-Bank Lender and falls
within paragraph [(a)/(b)]2 of the definition
thereof.]3

         

        OR

         

        [The Transferee represents to
the Facility Agent and to the Borrower that it is a UK Treaty Lender.]4 *

         

        OR

         

        [The Transferee represents to
the Facility Agent and to the Borrower that it is a US Accession Lender.]

        _________________________________

         

        
          
            	
                    1

                  	
                    A
      Lender giving this representation is a Qualifying UK Lender and may lend
      to the US Borrower (in respect of the B4 Facility or the B10 Facility
      only) and/or to a UK Borrower (in respect of any
  Facility).

                  


          

           

        

        
          
            	
                    2

                  	
                    UK
      Non- Bank Lender to delete as
appropriate.

                  


          

           

        

        
          
            	
                    3

                  	
                    A
      Lender giving this representation is a Qualifying UK Lender and may lend
      to the US Borrower (in respect of the B4 Facility or the B10 Facility
      only) and/or to a UK Borrower (in respect of any
  Facility).

                  


          

           

        

        
          
            	
                    4

                  	
                    A
      Lender giving this representation is a Qualifying UK Lender and may lend
      to the US Borrower (in respect of the B4 Facility or the B10 Facility
      only) and/or to a UK Borrower (in respect of any
  Facility).

                  


          

           

        

        
          
            	
                    *

                  	
                    Any
      Lender not able to give one of the three preceding representations is a US
      Accession Lender and may only lend to the US Borrower under the B4
      Facility or the B10 Facility .

                  


          

           

           

        

        
          	
                  9.

                	
                  Attached
      to this Transfer Certificate are the following documents evidencing the
      tax status of the Transferee as indicated
above:

                


        

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        UK
      Bank Lender

                                      	
                                        (i)           certificate
      of incorporation; and

                                         

                                        (ii)           copy
      of banking licence.

                                      
	 UK
      Non- Bank Lender	 (i)   certificate
      of incorporation in the UK; or (ii) other evidence that the Section 349B
      Taxes
       
      Act conditions are met.
	
                                        UK
      Treaty Lender or

                                        US
      Accession Lender

                                      	
                                        certificate
      of incorporation or registration certificate (if not  body
      corporate)

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        ACCESSION
TO THE HYD INTERCREDITOR AGREEMENT

         

        The
Transferee hereby agrees with each other person who is or becomes party to the
HYD Intercreditor Agreement in accordance with the terms thereof that with
effect on and from the date hereof, it will be bound by the HYD Intercreditor
Agreement as a Senior Creditor as if it had been an original party thereto in
such capacity.

         

        ACCESSION
TO THE GROUP INTERCREDITOR AGREEMENT

         

        The
Transferee hereby agrees with each other person who is or becomes party to the
Group Intercreditor Agreement in accordance with the terms thereof that with
effect on and from the date hereof, it will be bound by the Group Intercreditor
Agreement as a Senior Creditor as if it had been an original party thereto in
such capacity.

         

        ACCESSION
TO THE SECURITY TRUST AGREEMENT

         

        The
Transferee hereby agrees with each other person who is or becomes party to the
Security Trust Agreement in accordance with the terms thereof that with effect
on and from the date hereof, it will be bound by the Security Trust Agreement as
a Lender as if it had been an original party thereto in such
capacity.  This Deed and the rights, benefits and obligations of the
parties hereunder shall be governed by and construed in accordance with English
Law.

         

         

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

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        THE
SCHEDULE

         

        
          
            
              	
                      1.

                    	 
      	
                      Lender:

                    	 
      
	
                      2.

                    	 
      	
                      Transferee:

                    	 
      
	
                      3.

                    	 
      	
                      Transfer
      Date:

                    	 
      
	
                      4.

                    	 
      	
                      Lender’s
      Participation in Term Facilities

                    	
                      Portion
      Transferred

                    
	 
      	
                      (a)

                    	
                      Lender’s
      Available A Facility Commitment*

                    	
                      (a)

                    
	 
      	
                      (b)

                    	
                      Lender’s
      Available A1 Facility Commitment*

                    	
                      (b)

                    
	 
      	
                      (c)

                    	
                      Lender’s
      Available A2 Facility Commitment*

                    	
                      (c)

                    
	 
      	
                      (d)

                    	
                      Lender’s
      Available A3 Facility Commitment*

                    	
                      (d)

                    
	 
      	
                      (e)

                    	
                      Lender’s
      Available B1 Facility Commitment*

                    	
                      (e)

                    
	 
      	
                      (f)

                    	
                      Lender’s
      Available B2 Facility Commitment*

                    	
                      (f)

                    
	 
      	
                      (g)

                    	
                      Lender’s
      Available B3 Facility Commitment*

                    	
                      (g)

                    
	 
      	
                      (h)

                    	
                      Lender’s
      Available B4 Facility Commitment*

                    	
                      (h)

                    
	 
      	
                      (i)

                    	
                      Lender’s
      Available B5 Facility Commitment*

                    	
                      (i)

                    
	 
      	
                      (j)

                    	
                      Lender’s
      Available B6 Facility Commitment*

                    	
                      (j)

                    
	 
      	
                      (k)

                    	
                      Lender’s
      Available B7 Facility Commitment*

                    	
                      (k)

                    
	 
      	
                      (l)

                    	
                      Lender’s
      Available B8 Facility Commitment*

                    	
                      (l)

                    
	 
      	
                      (m)

                    	
                      Lender’s
      Available B9 Facility Commitment*

                    	
                      (m)

                    
	 
      	
                      (n)

                    	
                      Lender’s
      Available B10 Facility Commitment*

                    	
                      (n)

                    
	 
      	
                      (o)

                    	
                      Lender’s
      Available B11 Facility Commitment*

                    	
                      (o)

                    
	 
      	
                      (p)

                    	
                      Lender’s
      Availabe B12 Facility Commitment*

                    	
                      (p)

                    
	 
      	
                      (q)

                    	
                      Lender’s
      Available C Facility Commitment*

                    	
                      (q)

                    
	
                      5.

                    	 
      	
                      Lender’s
      Participation in Term Facility Outstandings

                    	
                      Interest
      Period

                    	
                      Portion
      Transferred

                    
	 
      	 
      	
                      A
      Facility Advances

                    	
                      (a)

                    	
                      (a)

                    
	 
      	 
      	
                      A1
      Facility Advances

                    	
                      (b)

                    	
                      (b)

                    
	 
      	 
      	
                      A2
      Facility Advances

                    	
                      (c)

                    	
                      (c)

                    
	 
      	 
      	
                      A3
      Facility Advances

                    	
                      (d)

                    	
                      (d)

                    
	 
      	 
      	
                      B1
      Facility Advances

                    	
                      (e)

                    	
                      (e)

                    
	 
      	 
      	
                      B2
      Facility Advances

                    	
                      (f)

                    	
                      (f)

                    
	 
      	 
      	
                      B3
      Facility Advances

                    	
                      (g)

                    	
                      (g)

                    
	 
      	 
      	
                      B4
      Facility Advances

                    	
                      (h)

                    	
                      (h)

                    
	 
      	 
      	
                      B5
      Facility Advances

                    	
                      (i)

                    	
                      (i)

                    
	 
      	 
      	
                      B6
      Facility Advances

                    	
                      (j)

                    	
                      (j)

                    
	 
      	 
      	
                      B7
      Facility Advances

                    	
                      (k)

                    	
                      (k)

                    
	 
      	 
      	
                      B8
      Facility Advances

                    	
                      (l)

                    	
                      (l)

                    
	 
      	 
      	
                      B9
      Facility Advances

                    	
                      (m)

                    	
                      (m)

                    
	 
      	 
      	
                      B10
      Facility Advances

                    	
                      (n)

                    	
                      (n)

                    
	 
      	 
      	
                      B11
      Facility Advances

                    	
                      (o)

                    	
                      (o)

                    
	 
      	 
      	
                      B12
      Facility Advances

                    	
                      (p)

                    	
                      (p)

                    
	 
      	 
      	
                      C
      Facility Advances

                    	
                      (q)

                    	
                      (q)

                    
	
                      6.

                    	
                      [(a)]

                    	
                      Lender’s
      Revolving Facility Commitment

                    	
                      Portion
      Transferred

                    
	 
      	
                      [(b)

                    	
                      Lender’s
      Secondary Revolving Facility Commitment

                    	
                      Portion
      Transferred

                    
	 
      	
                      [(c)

                    	
                      Lender’s
      Ancillary Facility Commitment

                    	
                      Portion
      Transferred 100%]

                    
	
                      7.

                    	
                      [(a)]

                    	
                      Lender’s
      Participation in Revolving Facility Outstandings

                    	
                      Term

                    	
                      Portion
      Transferred

                    
	 
      	
                      [(b)]

                    	
                      Lender’s
      Participation in Secondary Revolving Facility Advances

                    	 
      	 
      
	 
      	
                      [(c)

                    	
                      Lender’s
      Participation in Ancillary Facility Outstandings

                    	 
      	
                      Portion
      Transferred 100%]

                    
	
                      [8.

                    	 
      	
                      Documentary
      Credits Issued

                    	
                      Term
      and Expiry Date

                    	
                      Portion
      Transferred]

                    


            

          

        

        _________________________________ 

        
          *Details
of the Lender’s Available Commitment should not be completed after the
applicable Termination Date.

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            
              
                	
                        The Lender

                         

                        EXECUTED
      as a DEED by for and on

                         

                        behalf
      of
      [                                    ]

                         

                        By:

                         

                      	
                        The Transferee

                         

                        EXECUTED
      as a DEED by for and on

                         

                        behalf
      of
      [                                    ]

                         

                        By:

                      
	
                        The Facility Agent

                         

                        EXECUTED
      as a DEED for and on behalf of

                         

                        Deutsche
      Bank AG, London Branch

                         

                        By:

                         

                         

                      	
                         

                         

                         

                         

                        By:

                         

                      


              

            

          

        

        
           

        

        ADMINISTRATIVE
AND FACILITY OFFICE DETAILS

         

         

        
          	
                  1.

                	
                  Facility Office Address
      (in relation to the Transferee’s tax status as set out in paragraph 8
      above):

                


        

         

        Please
provide administrative details of the Transferee, to the extent such details
have not been provided to the Facility Agent by way of a prior administrative
form.

         

        2.           
Administrative Office
Address:

         

        Contact
Name:

         

        Account
for Payments:

         

        Fax:

         

        [Telex:]

         

        Telephone:

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        PART
2 - FORM
OF C FACILITY LENDER DEED OF ACCESSION

         

         

        
          	
                  To:

                	
                  Deutsche
      Bank AG, London Branch as Facility
Agent

                


        

         

        Virgin
Media Investment Holdings Limited (formerly known as NTL Investment Holdings
Limited)

         

        This Deed
is dated [●] and relates to:

         

        
          	
                  (a)

                	
                  the
      facilities agreement dated 3 March 2006 (as from time to time amended,
      varied, novated or supplemented, the “Facilities Agreement”)
      whereby certain facilities in a maximum aggregate amount of
      £5,165,652,430.56, €500,000,000 and $650,000,000 were made available to
      the Borrowers (including Virgin Media Investment Holdings Limited
      (formerly known as NTL Investment Holdings Limited)) under the guarantee
      of the Guarantors, by a group of banks and other financial institutions on
      whose behalf Deutsche Bank AG, London Branch acts as Facility Agent in
      connection therewith;

                


        

         

        
          	
                  (b)

                	
                  the
      HYD Intercreditor Agreement

                


        

         

        
          	
                  (c)

                	
                  the
      Group Intercreditor Agreement

                


        

         

        
          	
                  (d)

                	
                  the
      Security Trust Agreement.

                


        

         

        
          	
                  1.

                	
                  Terms
      defined in the Facilities Agreement shall, subject to any contrary
      indication, have the same meanings in this Deed.  The term “C
      Facility Lender” is defined in the Schedule to this
    Deed.

                


        

         

        
          	
                  2.

                	
                  The
      C Facility Lender confirms that the details in the Schedule to this
      Deed are an accurate summary of the C Facility Lender’s Commitment in the
      C Facility.

                


        

         

        
          	
                  3.

                	
                  The
      C Facility Lender requests the Facility Agent and the Company to accept
      this Deed as being delivered to the Facility Agent and the Company
      pursuant to and for the purposes of Clause 2.7 (Alternative Bridge Facility
      Refinancing) of the Facilities Agreement so as to take effect in
      accordance with the terms of it on the Effective Date (as defined in the
      Schedule to this Deed) or on such later date as may be determined in
      accordance with the terms of it.

                


        

         

        
          	
                  4.

                	
                  The
      C Facility Lender confirms that it has received a copy of the Facilities
      Agreement together with such other information as it has required in
      connection with this transaction and that it has not relied and will not
      rely on any other Finance Party to check or enquire on its behalf into the
      legality, validity, effectiveness, adequacy, accuracy or completeness of
      any such information and further agrees that it has not relied and will
      not rely on any other Finance Party to assess or keep under review on its
      behalf the financial condition, creditworthiness, condition, affairs,
      status or nature of the Parent or any
Obligor.

                


        

         

        
          	
                  5.

                	
                  The
      C Facility Lender undertakes with the Company and each of the other
      Finance Parties that it will perform in accordance with their terms all
      those obligations which by the terms of the Finance Documents will be
      assumed by it after delivery of this Deed to the Facility Agent and
      satisfaction of the conditions (if any) subject to which this Deed is
      expressed to take effect.

                


        

         

        
          	
                  6.

                	
                  [The C Facility Lender
      represents to the Facility Agent and to the Borrower that is a UK Bank
      Lender.]5

                


        

         

        OR

         

        [The C Facility Lender
represents to the Facility Agent and to the Borrower that it is a UK Non-Bank
Lender and falls within paragraph [(a)/(b)]6 of the definition
thereof.]7

         

        OR

         

        [The C Facility Lender
represents to the Facility Agent and to the Borrower that it is a UK Treaty
Lender.]8 *

         

        
          	
                  7.

                	
                  Attached
      to this Deed are the following documents evidencing the tax status of the
      C Facility Lender as indicated
above:

                


        

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              UK
      Bank Lender

                                            	
                                              (i)           certificate
      of incorporation; and

                                               

                                              (ii)           copy
      of banking licence.

                                            
	 UK
      Non-Bank Lender	(i)    certificate of
      incorporation in the UK; or (ii) other evidence that the
      Section
               
      349B Taxes Act conditions are met.
	
                                              UK
      Treaty Lender

                                            	
                                              certificate
      of incorporation or registration certificate (if not  body
      corporate)

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        ACCESSION
TO THE HYD INTERCREDITOR AGREEMENT

         

        The C
Facility Lender hereby agrees with each other person who is or becomes party to
the HYD Intercreditor Agreement in accordance with the terms thereof that with
effect on and from the date hereof, it will be bound by the HYD Intercreditor
Agreement as a Senior Creditor as if it had been an original party thereto in
such capacity.

         

        ACCESSION
TO THE GROUP INTERCREDITOR AGREEMENT

         

        The C
Facility Lender hereby agrees with each other person who is or becomes party to
the Group Intercreditor Agreement in accordance with the terms thereof that with
effect on and from the date hereof, it will be bound by the Group Intercreditor
Agreement as a Senior Creditor and as a C Facility Lender as if it had been an
original party thereto in such capacity.

         

        


         

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

         

        _____________________________________

         

        
          	
                  5

                	
                  A C
      Facility Lender giving this representation is a Qualifying UK Lender and
      may lend to any Borrower incorporated in the United Kingdom
      only.

                


        

         

        
          
            	
                    6

                  	
                    UK
      Non- Bank Lender to delete as
appropriate.

                  


          

           

        

        
          
            	
                    7

                  	
                    A C
      Facility Lender giving this representation is a Qualifying UK Lender and
      may lend to any Borrower incorporated in the United Kingdom
      only.

                  


          

           

        

        
          
            	
                    8

                  	
                    A C
      Facility Lender giving this representation is a Qualifying UK Lender and
      may lend to any Borrower incorporated in the United Kingdom
      only.

                  


          

           

        

        
          
            	
                    *

                  	
                    Any
      person not able to give one of the three preceding representations is a US
      Accession Lender and should not lend under the C
  Facility.

                  


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        THE
SCHEDULE

         

        
          
            	
                    1.

                  	 
      	
                    C
      Facility Lender:

                  	 
      
	
                    2.

                  	 
      	
                    Effective
      Date:

                  	 
      
	
                    3.

                  	 
      	
                    C
      Facility Lender’s Commitment in C Facility:

                  	 
      


          

        

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


         

        
          
            
              
                	
                        The C Facility Lender

                         

                        EXECUTED
      as a DEED by for and on

                         

                        behalf
      of
      [                                    ]

                         

                        By:

                         

                      	
                         

                        EXECUTED
      as a DEED by for and on

                         

                        behalf
      of
      [                                    ]

                         

                        By:

                      
	
                        The Facility Agent

                         

                        EXECUTED
      as a DEED for and on behalf of

                         

                        Deutsche
      Bank AG, London Branch

                         

                        By:

                         

                      	
                         

                         

                         

                         

                         

                        By:

                         

                      
	
                        The Company

                         

                        EXECUTED
      as a DEED for and on behalf of

                         

                        Virgin
      Media Investment Holdings Limited (formerly known as NTL Investment
      Holdings Limited)

                         

                        Director:

                         

                        Director/Secretary:

                         

                         

                      	 
      


              

            

          

        

        
           

        

        Administrative
Details of C Facility Lender and its Facility Office

         

        Facility
Office Address in relation to its tax status as set out in paragraph 8
above:

         

        Administrative
Office:

         

        Contact
Name:

         

        Account
for Payments:

         

        Fax:

         

        [Telex:]

         

        Telephone:

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


         

        SCHEDULE 4

         

        PART 1 - CONDITIONS
PRECEDENT TO FIRST UTILISATION

         

        
          	
                  1.

                	
                  Corporate
      Documents

                


        

         

        In
relation to the Ultimate Parent, the Parent, each Original Obligor and the US
Borrower:

         

        
          	
                   
      

                	
                  (a)

                	
                  in
      the case of a company, a copy of its up to date constitutional
      documents1,
      together with a copy of any written resolution requested by the Facility
      Agent prior to the Original Execution Date relating to  any
      amendments to such constitutional documents or, in the case of a
      partnership, a copy of its up to date partnership
    agreement;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  a
      copy of a board resolution or a manager’s or partner’s resolution of such
      person approving the execution, delivery and performance of the Finance
      Documents to which it is party and the terms and conditions of such
      Finance Documents and authorising a person or persons identified by name
      or office to sign the Finance Documents to which it is party and any
      documents to be delivered by such person pursuant to
  it;

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  a
      duly completed certificate of a duly authorised officer of such person in
      the form attached in Part 2 of Schedule 3 (Form of Officer’s
      Certificate); and

                


        

         

        
          	
                   
      

                	
                  (d)

                	
                  copy
      resolutions signed by all the holders of the issued shares of the Original
      Obligors incorporated in Jersey and Scotland approving the terms of, and
      the transactions contemplated by, the Finance Documents to which each such
      Obligor is a party.

                


        

        ________________________

        
          
            	
                    1

                  	
                    Including
      for Birmingham Cable Finance Limited, a certified copy of the register of
      members.

                  


          

           

        

        
          	
                  2.

                	
                  Finance
      Documents

                


        

         

        Original
duly executed copies of:

         

        
          	
                   
      

                	
                  (a)

                	
                  this
      Agreement;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  the
      Group Intercreditor Agreement;

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  the
      HYD Intercreditor Agreement;

                


        

         

        
          	
                   
      

                	
                  (d)

                	
                  the
      Barclays Intercreditor Agreement;

                


        

         

        
          	
                   
      

                	
                  (e)

                	
                  the
      Security Trust Agreement and the Initial Security
    Documents;

                


        

         

        
          	
                   
      

                	
                  (f)

                	
                  a
      copy of all notices required to be sent under the Initial Security
      Documents; and

                


        

         

        
          	
                   
      

                	
                  (g)

                	
                  all
      original share certificates, title deeds, transfers, stock transfer forms
      or equivalent documents executed in blank by the relevant chargor in
      relation to the assets subject to or expressed to be subject to the
      Initial Security Documents and any other documents of title to be provided
      under the Initial Security
Documents.

                


        

         

        
          	
                  3.

                	
                  Fees

                


        

         

        Original
duly executed copies of the Fees Letters and evidence that all fees and expenses
(excluding legal fees) due and payable under this Agreement or in connection
with this Agreement as at the date of first Utilisation, the quantum of which
have been notified to the Company in writing no less than two Business Days
prior to the Merger Closing Date, have been paid.

         

        
          	
                  4.

                	
                  Bridge
      Finance Documents

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  A
      certified true copy of the duly executed Bridge Facility
      Agreement.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  A
      copy of the Alternative Bridge Facility Agreement, in the agreed
      form.

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  Evidence
      that all the conditions precedent to the Bridge Facility Agreement have
      been satisfied or waived in accordance with the terms
    thereof.

                


        

         

        5.           Legal
Opinions

         

        An
opinion of:

         

        
          	
                   
      

                	
                  (a)

                	
                  White
      & Case, London, legal advisers to the Facility Agent and the Mandated
      Lead Arrangers on matters of English
law;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  Fried,
      Frank, Harris, Shriver & Jacobson, New York legal advisers to Obligors
      on matters of New York law;

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  Dundas
      & Wilson CS LLP, legal advisers to the Facility Agent and the Mandated
      Lead Arrangers on matters of Scottish
law;

                


        

         

        
          	
                   
      

                	
                  (d)

                	
                  Mourant
      du Feu & Jeune , legal advisers to the Facility Agent and the Mandated
      Lead Arrangers on matters of Jersey law;
and

                


        

         

        
          	
                   
      

                	
                  (e)

                	
                  Morrison
      & Foerster LLP, legal advisers to the Facility Agent and the Mandated
      Lead Arrangers on matters of the laws of the State of Colorado, United
      States of America,

                


        

         

        in each
case addressed to the Finance Parties and in substantially the form agreed prior
to the Merger Closing Date.

         

        6.           Merger
Agreement

         

        (a)           A
certified true copy of the Merger Agreement.

         

        
          	
                   
      

                	
                  (b)

                	
                  Merger
      Sub and NTL have become obliged to file the certification of merger with
      the Secretary of State of Delaware and the Ultimate Parent has become
      obliged to file a charter amendment as set forth in Section 2.01 (b) of
      the Merger Agreement and no amendments or waivers have been made or
      granted under the Merger Agreement, which in the opinion of an Instructing
      Group (acting reasonably) are material and adverse to the Lenders under
      this Agreement (other than any waiver contemplated by the provisions of
      Section 9.02 (g) of the Merger
Agreement).

                


        

         

        
          	
                  7.

                	
                  Funds
      Flow Statement

                


        

         

        A funds
flow statement in the agreed form detailing the proposed movement of funds on or
before the Merger Closing Date.

         

        
          	
                  8.

                	
                  “Know
      your customer”

                


        

         

        In
respect of each of the Borrowers,  copies of each of the documents
listed below:

         

        
          	
                   
      

                	
                  (a)

                	
                  certificate
      of incorporation or the local equivalent (including any change of name
      certificate(s) since
establishment);

                


        

         

        (b)           memorandum
and articles of association, by-laws or the local equivalent;

         

        (c)           list
of the directors;

         

        
          	
                   
      

                	
                  (d)

                	
                  extract
      from the share register (or local equivalent) containing a list of the
      shareholders;

                


        

         

        
          	
                   
      

                	
                  (e)

                	
                  for
      at least 2 of the directors: verification of their identity by delivery of
      a certified copy of their passport or national identity card; verification
      of their residential address within the last 3 months by delivery of an
      original or certified copy of a utility bill (excluding mobile telephone
      bills), bank statement or other correspondence addressed to them at their
      residential address from a local government authority, tax office or
      similar entity (2 pieces of evidence of residential address for each
      person being identified);

                


        

         

        (f)           address
of the relevant company;

         

        
          	
                   
      

                	
                  (g)

                	
                  bank
      account(s) details (account name, name of bank, address) of the relevant
      company including a list of signatories to the bank
      account(s);

                


        

         

        (h)           commercial
register number (or the local equivalent);

         

        (i)           most
recent board resolution; and

         

        (j)           financial
statements,

         

        together
with such other information as the Finance Parties may require (acting
reasonably) for the purposes of complying with its “Know Your Customer”
procedures and in compliance with applicable laws relating to anti-money
laundering.

         

        9.           Short
Term Notes

         

        A copy of
the Short Term Notes, in the agreed form.

         

        10.           Alternative
Bridge Facility

         

        (a)           A
certified true copy of the duly executed Alternative Bridge Facility
Agreement.

         

        
          	
                   
      

                	
                  (b)

                	
                  Original
      accession notices from each of the lenders under the Alternative Bridge
      Facility Agreement whereby each such lender accedes to the Group
      Intercreditor Agreement.

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  Evidence
      that all the conditions precedent to the Alternative Bridge Facility
      Agreement have been satisfied or waived in accordance with the terms
      thereof.

                


        

         

        
          	
                  11.

                	
                  Company’s
      Certificate

                


        

         

        A
certificate of an authorised officer of the Company confirming that none of the
Obligors have:

         

        
          	
                   
      

                	
                  (a)

                	
                  amended
      their constitutional documents in a manner which could reasonably be
      expected to be materially adverse to the interests of the Lenders;
      and

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  revoked
      any board, partner and/or shareholders (as applicable)
      resolutions,

                


        

         

        in each
case, which were delivered together with the Obligor’s Certificates referred to
in paragraph 1(c) above, since the date that such Obligor’s Certificates
were delivered.

         

        12.           Fees
relating to B2 Facility, B3 Facility and B4 Facility

         

        Evidence
that the agreed fees payable on or prior to the utilisation of the B2 Facility,
B3 Facility and B4 Facility  by the Company have been paid or will be
paid on the Structuring Date.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

                PART 2 - CONDITIONS PRECEDENT TO FIRST BASEBALL UTILISATION

         

        
          	
                  1.

                	
                  Corporate
      Documents

                


        

         

        In
relation to Baseball Cash Bidco:

         

        
          	
                   
      

                	
                  (a)

                	
                  a
      copy of its up to date constitutional
documents;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  a
      copy of a board resolution of such person (in the form agreed by the
      Bookrunners on or before the Original Execution Date) approving the
      execution, delivery and performance of the Finance Documents to which it
      is party and the terms and conditions of such Finance Documents and
      authorising a person or persons identified by name or office to sign the
      Finance Documents to which it is party and any documents to be delivered
      by such person pursuant to it; and

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  a
      duly completed certificate of a duly authorised officer of such person in
      the form attached in Part 3 of Schedule 4 (Form of Officer’s
      Certificate).

                


        

         

        
          	
                  2.

                	
                  Baseball
      Scheme Documentation

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  Certified
      copies of each of the Baseball Scheme
Documents;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  a
      copy of the Court Order; and

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  a
      copy of the certificate of the Registrar of Companies confirming
      registration of the Court Order.

                


        

         

        3.           Fees

         

        Evidence
that the agreed fees payable on or prior to the utilisation of the A1 Facility
and the B1 Facility by Baseball Cash Bidco in respect of the A1 Facility and the
B1 Facility have been paid or will be paid on first drawdown of the A1 Facility
and the B1 Facility.

         

        4.           Certain
Funds Certificate

         

        A
certificate of Baseball Cash Bidco confirming that no Baseball Drawstop Default
has occurred and is continuing.

         

        5.           Merger
Closing

         

        The
Merger having been consummated.

         

        6.           Legal
Opinions

         

        An
opinion of White & Case, London, legal advisers to the Facility Agent and
the Mandated Lead Arrangers on matters of English law as regards matters of due
incorporation and due authorisation addressed to the Finance Parties and
substantially in the form agreed by the Bookrunners on or before the Original
Execution Date.

         

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        PART
3 - FORM
OF OFFICER’S CERTIFICATE

         

         

        
          	
                  To:

                	
                  Deutsche
      Bank AG, London Branch as Facility
Agent

                


        

         

        We refer
to the facilities agreement dated 3 March 2006 (as from time to time amended,
varied, novated or supplemented, the “Facilities Agreement”) and
made between, inter
alia, Virgin Media Inc. (formerly known as NTL Incorporated) as Ultimate
Parent, Virgin Media Finance PLC (formerly known as NTL Cable PLC) as Parent,
Virgin Media Investment Holdings Limited (formerly known as NTL Investment
Holdings Limited), Telewest Communications Networks Limited and VMIH Sub Limited
(formerly known as NTLIH Sub Limited) as UK Borrowers, Virgin Media Dover LLC
(formerly known as NTL Dover LLC) as US Borrower, Deutsche Bank AG, London
Branch, J.P. Morgan Plc, The Royal Bank of Scotland Plc and Goldman Sachs
International as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG,
London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security
Trustee, GE Corporate Banking Europe SAS as Administrative Agent and the
financial and other institutions named in it as Lenders. Terms defined in the
Facilities Agreement shall have the same meanings in this
Certificate.

         

        I, [name], a [Director/Partner/Officer] of [name of Obligor] of [address] (the [“Company”/“Partnership”])

         

        CERTIFY without personal
liability, that:

         

        
          	
                  (a)

                	
                  attached
      to this Certificate marked “A” are true, correct,
      complete and up-to-date copies of all documents which contain or establish
      or relate to the [constitution of the
      Company]/[due formation of the
      Partnership]*;

                


        

         

        
          	
                  (b)

                	
                  attached
      to this Certificate marked “B” is a true, correct
      and complete copy of [resolutions duly
      passed] at [a meeting of the Board
      of Directors]
      [a meeting of the
      managers] [a
      meeting of the partners]
      or the equivalent thereof passed a written resolution of the [Company/Partnership] duly convened and held
      on [        ] approving the Finance
      Documents to which the [Company/Partnership] is a party and
      authorising their execution, signature, delivery and performance and such
      resolutions have not been amended, modified or revoked and are in full
      force and effect;

                


        

         

        
          	
                  (c)

                	
                  [attached to this
      Certificate marked “C” is a true, correct,
      complete and up-to-date copy of the Bridge Facility Agreement;]**

                


        

         

        
          	
                  (d)

                	
                  [attached to this
      Certificate marked “D” is a true, correct,
      complete and up-to-date copy of the Alternative Bridge Facility Agreement,
      in the agreed form;]**

                


        

         

        
          	
                  (e)

                	
                  [attached to this
      Certificate marked “E” is a true, correct,
      complete and up-to-date copy of the Merger Agreement;]**

                


        

         

        
          	
                  (g)

                	
                  the
      entry into and performance of the Finance Documents by the [Company/Partnership] will not breach any
      borrowing, guaranteeing or other indebtedness limit to which the Company
      is subject other than any such limit imposed by the Existing Credit
      Facilities; and

                


        

         

        
          	
                  (h)

                	
                  the
      following signatures are the true signatures of the persons who have been
      authorised to sign the relevant Finance Documents on behalf of the [Company/Partnership] and to give notices
      and communications, (including Utilisation Requests), under or in
      connection with the Finance Documents on behalf of the [Company/Partnership].

                


        

         

        
          
            
              
                
                  	
                          Name

                        	
                          Position

                        	
                          Signature

                        
	
                          [●]

                        	
                          [●]

                        	
                          [●]

                        


                

              

            

          

        

         

        


         

        
          
            	
                    Signed:

                  	
                    __________________________

                  
	 	
                    Director/Partner/Officer

                  
	 	 
	
                    Date:

                  	
                    [●]

                  


          

        

         

         

        I, [name], a [Director/Secretary/Partner] of [name of Obligor] (the [“Company”/“Partnership”), certify that
the persons whose names and signatures are set out above are duly appointed
directors of the [Company/Partnership] and that the signatures of
each of them above are their respective signatures.

         

        
           

          
            
              	
                      Signed:

                    	
                      __________________________

                    
	 	
                      [Director/Secretary]
      [Partner]

                    
	 	 
	
                      Date:

                    	
                      [●]

                    


            

          

           



         

        
          
            	
                    Notes:

                  


          

        

         

        
          
            	
                    *

                  	
                    
                      Including
      for the avoidance of doubt any partnership
  agreement.

                    

                  


          

        

         

        
          	
                  **

                	
                  Applicable
      to the Ultimate Parent only.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        PART
4 - VANILLA
INITIAL SECURITY DOCUMENTS

         

         

                   

         

        
          
            	No.	Name of Security
      Document
	 	 
	
                    1.

                  	
                    A
      Composite Debenture to be granted by certain of the Obligors incorporated
      in England and Wales, Scotland and Jersey in favour of the Security
      Trustee in respect of such Obligors’ right, title and interest in certain
      assets.

                  


          

        

         

        
          	
                  2.

                	
                  A
      Share Charge Agreement to be granted by the Parent in favour of the
      Security Trustee in respect of the shares over Virgin Media Investment
      Holdings Limited (formerly known as NTL Investment Holdings Limited) as
      referred to therein.

                


        

         

        
          	
                  3.

                	
                  A
      Share Charge Agreement to be granted by certain US Obligors in favour of
      the Security Trustee in respect of the shares over certain Obligors as
      referred to therein.

                


        

         

        
          	
                  4.

                	
                  A
      Charge over Bank Account to be granted by Virgin Media Investment Holdings
      Limited (formerly known as NTL Investment Holdings Limited) in favour of
      the Security Trustee in respect of the Blocked
  Account.

                


        

         

        
          	
                  5.

                	
                  An
      Assignment of Loans to be granted by the Parent in favour of the Security
      Trustee in respect of receivables arising under any Financial Indebtedness
      owed to it by members of the Group.

                


        

         

        
          	
                  6.

                	
                  A
      Scottish Standard Security to be granted by CableTel (UK) Limited in
      favour of the Security Trustee in respect of a certain property located in
      Scotland.

                


        

         

        
          	
                  7.

                	
                  A
      Scottish Share Pledge to be granted by Telewest Limited in favour of the
      Security Trustee in respect of the shares over Telewest Communications
      (Scotland Holdings) Limited.

                


        

         

        
          	
                  8.

                	
                  A
      Scottish Share Pledge to be granted by Virgin Media Limited (formerly
      known as NTL Group Limited) in favour of the Security Trustee in respect
      of the shares over Prospectre
Limited.

                


        

         

        
          	
                  9.

                	
                  A
      Scottish Share Pledge to be granted by ntl Glasgow and Telewest
      Communications (Scotland Holdings) Limited in favour of the Security
      Trustee in respect of the shares over certain of the Obligors as referred
      to therein.

                


        

         

        
          	
                  10.

                	
                  A
      Scottish Bond and Floating Charge to be granted by Telewest Communications
      (Scotland) Limited in favour of the Security Trustee in respect of its
      rights, title and interest in certain
assets.

                


        

         

        
          	
                  11.

                	
                  A
      Scottish Bond and Floating Charge to be granted by Telewest Communications
      (Scotland Holdings) Limited in favour of the Security Trustee in respect
      of its rights, title and interest in certain
  assets.

                


        

         

        
          	
                  12.

                	
                  A
      Scottish Bond and Floating Charge to be granted by Telewest Communications
      (Dundee & Perth) Limited in favour of the Security Trustee in respect
      of its rights, title and interest in certain
  assets.

                


        

         

        
          	
                  13.

                	
                  A
      Scottish Bond and Floating Charge to be granted by Telewest Communications
      (Motherwell Limited) in favour of the Security Trustee in respect of its
      rights, title and interest in certain
assets.

                


        

         

        
          	
                  14.

                	
                  A
      Scottish Bond and Floating Charge to be granted by Prospectre Limited in
      favour of the Security Trustee in respect of its rights, title and
      interest in certain assets.

                


        

         

        
          	
                  15.

                	
                  A
      Scottish Bond and Floating Charge to be granted by CableTel Scotland
      Limited in favour of the Security Trustee in respect of its rights, title
      and interest in certain assets.

                


        

         

        
          	
                  16.

                	
                  A
      Scottish Bond and Floating Charge to be granted by ntl Glasgow in favour
      of the Security Trustee in respect of its rights, title and interest in
      certain assets.

                


        

         

        
          	
                  17.

                	
                  A
      Jersey Share Pledge to be granted by Birmingham Cable Limited in favour of
      the Security Trustee in respect of its rights and interests in the shares
      in Birmingham Cable Finance
Limited.

                


        

         

        
          	
                  18.

                	
                  A
      US Share Pledge Agreement to be granted by ntl Victoria Limited in favour
      of the Security Trustee in respect of shares over the US
      Borrower.

                


        

         

        
          	
                  19.

                	
                  A
      US Share Pledge Agreement to be granted by certain of the Obligors in
      favour of the Security Trustee in respect of shares over certain of the US
      Obligors.

                


        

         

        
          	
                  20.

                	
                  A
      US Security Agreement to be granted by certain of the US Obligors
      in  favour of the Security Trustee in respect of certain of
      their assets specified therein.

                


        

         

        
          	
                  21.

                	
                  A
      US Pledge Agreement to be granted by the US Borrower in favour of the
      Security Trustee in respect of all its rights, title and interest in and
      under the Notes.

                


        

         

        
          	
                  22.

                	
                  A
      US Reimbursement and Contribution Agreement to be entered into between
      each of the US Obligors.

                


        

         

        
          	
                  23.

                	
                  A
      US Pledge and Security Agreement to be granted by each of TCI/US West
      Cable Communications Group, Theseus No.1 Limited and Theseus No.2 Limited
      (together, the “Pledgors”)  in
      favour of the Security Trustee in respect of the shares in Avon Cable
      Limited Partnership.

                


        

         

        
          	
                  24.

                	
                  A
      US Pledge and Security Agreement to be granted by each of the Pledgors in
      favour of the Security Trustee in respect of the shares in Cotswolds Cable
      Limited Partnership.

                


        

         

        
          	
                  25.

                	
                  A
      US Pledge and Security Agreement to be granted by each of the Pledgors in
      favour of the Security Trustee in respect of the shares in Edinburgh Cable
      Limited Partnership.

                


        

         

        
          	
                  26.

                	
                  A
      US Pledge and Security Agreement to be granted by each of the Pledgors in
      favour of the Security Trustee in respect of the shares in Estuaries Cable
      Limited Partnership.

                


        

         

        
          	
                  27.

                	
                  A
      US Pledge and Security Agreement to be granted by the Pledgors in favour
      of the Security Trustee in respect of the shares in Tyneside Cable Limited
      Partnership.

                


        

         

        
          	
                  28.

                	
                  A
      US Pledge and Security Agreement to be granted by the Pledgors in favour
      of the Security Trustee in respect of the shares in United Cable (London
      South) Limited Partnership.

                


        

         

        
          	
                  29.

                	
                  A
      US Pledge and Security Agreement to be granted by Theseus No. 1 Limited
      and Theseus No. 2 Limited in favour of the Security Trustee in respect of
      the shares in TCI/US West Cable Communications
  Group.

                


        

         

        
          	
                  30.

                	
                  A
      US Pledge and Security Agreement to be granted by United Cable (London
      South) Limited Partnership and Crystal Palace Radio Limited in favour of
      the Security Trustee in respect of the shares in London South Cable
      Partnership.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        PART
5 - VANILLA
CONDITIONS SUBSEQUENT DOCUMENTS

         

        
          	
                  1.

                	
                  Authorisations
      and Clearances

                


        

         

        A copy of
each Necessary Authorisation as is, in the reasonable opinion of counsel to the
Lenders, necessary to render the Finance Documents to which the Ultimate Parent,
the Parent, each Original Obligor and the US Borrower is party legal, valid,
binding and enforceable to make the Finance Documents to which the Ultimate
Parent, the Parent, each Original Obligor and the US Borrower is party
admissible in evidence in such Original Obligor’s jurisdiction of incorporation
and in England and to enable the Ultimate Parent, the Parent, such Original
Obligor and the US Borrower to perform its obligations thereunder, save in each
case, for any registration or recording required for the perfection of the
Security Documents and subject to the Reservations (to the extent
applicable).

         

        
          	
                  2.

                	
                  Group
      Structure Chart

                


        

         

        A copy of
a chart showing in all material respects the structure of the Bank Group and the
Holding Companies of the Parent evidencing all material ownership interests
thereof as at the Merger Closing Date (including the matters set forth in
paragraphs (b), (c) and (d) of Clause 20.19 (Structure)), assuming
consummation of the Merger.

         

        
          	
                  3.

                	
                  Existing
      Encumbrances and Indebtedness

                


        

         

        Evidence
satisfactory to the Facility Agent that:

         

        
          	
                   
      

                	
                  (a)

                	
                  all
      amounts of principal, interest, fees, commissions and any other amounts
      due and outstanding under the Existing Credit Facilities and any other
      agreements entered into in connection therewith have been repaid in full
      and all commitments thereunder have been cancelled and reduced to zero;
      and

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  all
      Existing Encumbrances set out in Section 1A of Part 1 of Schedule 10
      (Existing
      Encumbrances) have been released or
  discharged.

                


        

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        PART
6 - BASEBALL
CONDITION SUBSEQUENT DOCUMENTS

         

        
          	
                  1.

                	
                  Authorisations
      and Clearances

                


        

         

        A copy of
each Necessary Authorisation as is, in the reasonable opinion of counsel to the
Lenders, necessary to render the Finance Documents to which the Baseball Bidcos
are party legal, valid, binding and enforceable to make the Finance Documents to
which the Baseball Bidcos are party admissible in evidence in such Original
Obligor’s jurisdiction of incorporation and in England and to enable the
Baseball Bidcos to perform their obligations thereunder, save in each case, for
any registration or recording required for the perfection of the Security
Documents and subject to the Reservations (to the extent
applicable).

         

        
          	
                  2.

                	
                  Group
      Structure Chart

                


        

         

        A copy of
a chart showing in all material respects the structure of the Bank Group
including the Baseball Group assuming consummation of the Baseball
Acquisition.

         

        
          	
                  3.

                	
                  Existing
      Encumbrances and Indebtedness

                


        

         

        Evidence
satisfactory to the Facility Agent that:

         

        
          	
                   
      

                	
                  (a)

                	
                  all
      amounts of principal, interest, fees, commissions and any other amounts
      due and outstanding under the Existing Baseball Facilities and any other
      agreements entered into in connection therewith have been repaid in full
      and all commitments thereunder have been cancelled and reduced to zero;
      and

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  all
      Encumbrances of the Baseball Group in respect of the Existing Baseball
      Facilities have been released or
discharged.

                


        

         

        4.           Security
Documents

         

        Any
Security Documents over all or substantially all of the assets of any Acceding
Guarantor that becomes a party to this Agreement pursuant to Clause 3.4
(Baseball Conditions
Subsequent).

         

        5.           Whitewash
Documents

         

        Copies of
all Whitewash Documents relating to each of the Security Documents delivered
under paragraph 4 above.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        PART
7 - CONDITIONS
PRECEDENT TO C FACILITY UTILISATION

         

        
          	
                  1.

                	
                  Corporate
      Documents

                


        

         

        In
relation to the Parent and the Company:

         

        
          	
                   
      

                	
                  (a)

                	
                  a
      copy of its up to date constitutional documents, together with a copy of
      any written resolution requested by the Facility Agent relating
      to  any amendments to such constitutional
    documents;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  a
      copy of a board resolution of such person approving the execution,
      delivery and performance of the Finance Documents to which it is party and
      the terms and conditions of such Finance Documents and authorising a
      person or persons identified by name or office to sign the Finance
      Documents to which it is party and any documents to be delivered by such
      person pursuant to it;

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  a
      duly completed certificate of a duly authorised officer of such person in
      the form attached in Part 2 of Schedule 3 (Form of Officer’s
      Certificate) with such amendments as the Facility Agent may
      agree.

                


        

         

        
          	
                  2.

                	
                  Finance
      Documents

                


        

         

        Original
duly executed copies of:

         

        
          	
                   
      

                	
                  (a)

                	
                  the
      second amendment letter relating to this
  Agreement;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  the
      deed of amendment and restatement relating to the Group Intercreditor
      Agreement;

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  a
      deed of amendment and restatement relating to a share charge agreement
      dated 3 March 2006 made between the Parent and the Security Trustee in
      relation to the shares of VMIH; and

                


        

         

        
          	
                   
      

                	
                  (d)

                	
                  a
      deed of amendment and restatement relating to the assignment of loans
      dated 3 March 2006 made between the Parent and the Security Trustee in
      relation to receivables arising under any Financial Indebtedness owed to
      it by members of the Group.

                


        

         

        
          	
                  3.

                	
                  Fees

                


        

         

        Original
duly executed copies of any applicable fees letters and evidence that all fees
and expenses (excluding legal fees) due and payable under this Agreement or in
connection with this Agreement as at the date of first Utilisation under the C
Facility, the quantum of which have been notified to the Company in writing no
less than two Business Days prior to the Utilisation Date, have been
paid.

         

        4.           Legal
Opinions

         

        An
opinion of White & Case, London, legal advisers to the Facility Agent on
matters of English law, addressed to the Facility Agent (for itself and on
behalf of the Finance Parties).

         

        
          	
                  5.

                	
                  “Know
      your customer”

                


        

         

        In
relation to the Parent and the Company,  copies of each of the
documents listed below:

         

        
          	
                   
      

                	
                  (a)

                	
                  certificate
      of incorporation or the local equivalent (including any change of name
      certificate(s) since
establishment);

                


        

         

        (b)           memorandum
and articles of association, by-laws or the local equivalent;

         

        (c)           list
of the directors;

         

        (d)           extract
from the share register (or local equivalent) containing a list of the
shareholders;

         

        
          	
                   
      

                	
                  (e)

                	
                  for
      at least 2 of the directors: verification of their identity by delivery of
      a certified copy of their passport or national identity card; verification
      of their residential address within the last 3 months by delivery of an
      original or certified copy of a utility bill (excluding mobile telephone
      bills), bank statement or other correspondence addressed to them at their
      residential address from a local government authority, tax office or
      similar entity (2 pieces of evidence of residential address for each
      person being identified);

                


        

         

        (f)           address
of the relevant company;

         

        
          	
                   
      

                	
                  (g)

                	
                  bank
      account(s) details (account name, name of bank, address) of the relevant
      company including a list of signatories to the bank
      account(s);

                


        

         

        (h)           commercial
register number (or the local equivalent);

         

        (i)           most
recent board resolution; and

         

        (j)           financial
statements,

         

        together
with such other information as the C Facility Lenders may require (acting
reasonably) for the purposes of complying with its “Know Your Customer”
procedures and in compliance with applicable laws relating to anti-money
laundering.

         

        6.           Alternative
Bridge Facility Refinancing

         

        (a)           A
certified true copy of the indenture relating to the New High Yield
Notes.

         

        
          	
                   
      

                	
                  (b)

                	
                  Evidence
      satisfactory to the C Facility Lenders that the New High Yield Notes which
      were priced on or about the date on which C Facility Lenders first acceded
      to this Agreement will be issued simultaneously with the Utilisation Date
      with respect to the C Facility and that the proceeds thereof, together
      with the proceeds of the C Facility shall be applied, directly or
      indirectly, towards repaying all outstandings and liabilities under and in
      connection with the Alternative Bridge
Facility.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        PART
8 - CONDITIONS
PRECEDENT TO B5 FACILITY AND B6 FACILITY UTILISATION

         

        1.           Corporate
Documents

         

        In
relation to the Ultimate Parent, the Parent, each Original Obligor and the US
Borrower:

         

        
          	
                   
      

                	
                  (a)

                	
                  in
      the case of a company, a copy of its up to date constitutional documents
      or, in the case of a partnership, a copy of its up to date partnership
      agreement, or in either case a certificate of an authorised officer of the
      Company confirming that such Obligors have
not:

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  amended
      their constitutional documents in a manner which could reasonably be
      expected to be materially adverse to the interests of the Lenders;
      and

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  revoked
      any board, partner and/or shareholders (as applicable)
      resolutions

                


        

         

        in each
case since the date the Obligor’s Certificates in relation to such Obligor were
last delivered to the Facility Agent.

         

        
          	
                   
      

                	
                  (b)

                	
                  a
      copy of a board resolution or a manager’s or partner’s resolution of such
      person approving the execution, delivery and performance of the Fourth
      Amendment Letter and the terms and conditions thereof and authorising a
      person or persons identified by name or office to sign the Fourth
      Amendment Letter and any documents to be delivered by such person pursuant
      to it;

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  a
      duly completed certificate of a duly authorised officer of such person in
      the form attached in Part 2 of Schedule 3 (Form of Officer’s
      Certificate) with such amendments as the Facility Agent may
      agree.

                


        

         

        
          	
                  2.

                	
                  Finance
      Documents

                


        

         

        Original
duly executed copies of the Fourth Amendment Letter.

         

        3.           Fees

         

        Evidence
that the agreed fees payable by the Company in connection with the utilisation
of the B5 Facility and B6 Facility have been or will be paid.

         

        4.           Legal
Opinions

         

        An
opinion of:

         

        
          	
                   
      

                	
                  (a)

                	
                  White
      & Case (London) LLP, legal advisers to the Facility Agent and the
      Mandated Lead Arrangers on matters of English
  law;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  Fried,
      Frank, Harris, Shriver & Jacobson (London) LLP, New York legal
      advisers to Obligors on matters of New York
law;

                


        

         

        in each
case as required in accordance with the provisions of the Fourth Amendment
Letter.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        PART 9 - CONDITIONS
PRECEDENT TO ADDITIONAL  FACILITY UTILISATION

         

        1.           Corporate
Documents

         

        In
relation to [insert name of
Borrower]:

         

        
          	
                   
      

                	
                  (a)

                	
                  a
      copy of its up to date constitutional documents or a certificate of an
      authorised officer of the Company confirming that such Borrower has
      not:

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  amended
      its constitutional documents in a manner which could reasonably be
      expected to be materially adverse to the interests of the Lenders;
      or

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  revoked
      any board or shareholders (as applicable)
  resolutions

                


        

         

        in each
case since the date the Obligor’s Certificate in relation to such Obligor was
last delivered to the Facility Agent.

         

        
          	
                   
      

                	
                  (b)

                	
                  a
      copy of a board resolution or a manager’s resolution of such person
      approving the issuance by [insert name of additional
      borrower] of the additional indebtedness under the Additional
      Facility;

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  a
      duly completed certificate of a duly authorised officer of such person in
      the form attached in Part 10 of Schedule 4 (Form of Additional Facility
      Officer’s Certificate) with such amendments as the Facility Agent
      may agree.

                


        

         

        
          	
                  2.

                	
                  Evidence
      that the agreed fees payable by the Company in connection with the
      utilisation of the Additional Facility have been or will be
      paid.

                


        

         

        
          	
                  3.

                	
                  Evidence
      that the Security will extend to and include the Additional Facility as
      required by this Agreement (including the relative share in the Security
      previously contemplated by paragraph (d) of Clause 2.9 (Additional
      Facility)).

                


        

         

        
          	
                  4.

                	
                  Legal
      Opinions

                


        

         

        An
opinion of:

         

        
          	
                   
      

                	
                  (a)

                	
                  White
      & Case (London) LLP, legal advisers to the Facility Agent and the
      Mandated Lead Arrangers on matters of English law;
  and

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  Fried,
      Frank, Harris, Shriver & Jacobson (London) LLP, New York legal
      advisers to Obligors on matters of New York
law.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        PART 10 - FORM OF
ADDITIONAL FACILITY OFFICER’S CERTIFICATE

         

        
          	
                  To:

                	
                  Deutsche
      Bank AG, London Branch as Facility
Agent

                


        

         

        We refer
to the facilities agreement dated 3 March 2006 (as from time to time amended,
varied, novated or supplemented, the “Facilities Agreement”) and
made between, inter
alia, Virgin Media Inc. (formerly known as NTL Incorporated) as Ultimate
Parent, Virgin Media Finance PLC (formerly known as NTL Cable PLC) as Parent,
Virgin Media Investment Holdings Limited (formerly known as NTL Investment
Holdings Limited), Telewest Communications Networks Limited and VMIH Sub Limited
(formerly known as NTLIH Sub Limited) as UK Borrowers, Virgin Media Dover LLC
(formerly known as NTL Dover LLC) as US Borrower, Deutsche Bank AG, London
Branch, J.P. Morgan Plc, The Royal Bank of Scotland Plc and Goldman Sachs
International as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG,
London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security
Trustee, GE Corporate Banking Europe SAS as Administrative Agent and the
financial and other institutions named in it as Lenders. Terms defined in the
Facilities Agreement shall have the same meanings in this
Certificate.

         

        I, [name], a [Director/Partner/Officer] of [name of Obligor] of [address] (the [“Company”/“Partnership”])

         

        CERTIFY without personal
liability, that:

         

        
          	
                  (a)

                	
                  attached
      to this Certificate marked “A” are true, correct,
      complete and up-to-date copies of all documents which contain or establish
      or relate to the constitution of the
Company;

                


        

         

        
          	
                  (b)

                	
                  attached
      to this Certificate marked “B” is a true, correct
      and complete copy of [resolutions duly
      passed] at [a meeting of the Board
      of Directors]
      [a meeting of the
      managers] [a
      meeting of the partners]
      or the equivalent thereof passed a written resolution of the
      Company duly convened and held on [        ] approving the Finance
      Documents to which the Company is a party and authorising their execution,
      signature, delivery and performance and such resolutions have not been
      amended, modified or revoked and are in full force and
    effect;

                


        

         

        
          	
                  (c)

                	
                  the
      issuance of the additional indebtedness under the Additional Facility by
      the Company will not breach any borrowing, guaranteeing or other
      indebtedness limit to which the Company is subject;
  and

                


        

         

        
          
            	
                    (d)

                  	
                    the
      Additional Facility Margin will not exceed the sum of:

                  
	 	 
	 	
                    (A)

                  	
                    the
      highest Applicable Margin payable on the B7 Facility, B8 Facility, B9
      Facility, B10
      Facility, B11 Facility or B12 Facility; and

                  
	 	 	 
	 	
                    (B)

                  	
                    0.75%
      per annum.

                  


          

        

         

        
           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        SCHEDULE 5

         

        PART 1 - FORM OF
UTILISATION REQUEST (ADVANCES)

         

        
          	
                  From:

                	
                  [Name of Borrower] (the “Borrower”)

                


        

         

        
          	
                  To:

                	
                  Deutsche
      Bank AG, London Branch


                    as
      Facility Agent

                  

                


        

         

        
          
            	
                    Date:

                  


          

        

         

        Dear
Sirs

         

        We refer
to the facilities agreement dated 3 March 2006 (as from time to time amended,
varied, novated or supplemented, the “Facilities Agreement”) and
made between, inter
alia, Virgin Media Inc. (formerly known as NTL Incorporated) as Ultimate
Parent, Virgin Media Finance PLC (formerly known as NTL Cable PLC) as Parent,
Virgin Media Investment Holdings Limited (formerly known as NTL Investment
Holdings Limited), Telewest Communications Networks Limited and VMIH Sub Limited
(formerly known as NTLIH Sub Limited) as UK Borrowers, Virgin Media Dover LLC
(formerly known as NTL Dover LLC) as US Borrower, Deutsche Bank AG, London
Branch, J.P. Morgan Plc, The Royal Bank of Scotland Plc and Goldman Sachs
International as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG,
London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security
Trustee, GE Corporate Banking Europe SAS as Administrative Agent and the
financial and other institutions named in it as Lenders. Terms defined in the
Facilities Agreement shall have the same meanings in this
Certificate.

         

        We, [●] and [●], being authorised
signatories of the Borrower named below, give you notice that, pursuant to the
Facilities Agreement, we wish the Lenders to make an Advance on the following
terms:

         

        
          	
                  (a)

                	
                  Facility
      to be used: [A/A1/B1/B2/B3/B4/C/Revolving
      Facility]

                


        

         

        
          	
                  (b)

                	
                  Sterling
      Amount: £[●]

                


        

         

        
          	
                  (c)

                	
                  Currency:
      [●]

                


        

         

        
          	
                  (d)

                	
                  Interest
      Period/Term: [●] month[s]

                


        

         

        
          	
                  (e)

                	
                  Proposed
      date of Advance: [●] (or if that day is not
      a Business Day, the next Business
Day)

                


        

         

        [We hereby inform you that as
of the date of this Utilisation Request, the following Event of Default has
occurred and is continuing or would result from the making of this Utilisation
[insert details].]2[We confirm that, at the date
of this Utilisation Request, the Repeating Representations are true in all
material respects and no Default is continuing or would result from the Advance
to which this Utilisation Request relates.]3

        ______________________________

         

        
          
            	
                    2

                  	
                    Applicable
      for Rollover Advances only.  Insert details of relevant Event of
      Default, if any.

                  


          

           

        

        
          
            	
                    3

                  	
                    Not
      applicable during Vanilla Certain Funds Period or Baseball Certain Funds
      Period and applicable for any Advance other than a Rollover
      Advance.

                  


          

           

        

        The
proceeds of this Utilisation should be credited to [insert account details].

         

        Yours
faithfully,

         

        


         

        
          
            	
                    ...................................................

                  	
                    ...................................................

                  
	
                    Authorised
      Signatory

                    for
      and on behalf of

                    [Name of
      Borrower]

                  	
                    Authorised
      Signatory

                    for
      and on behalf of

                    [Name of
      Borrower]

                  


          

        

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        PART
2 - FORM
OF UTILISATION REQUEST (DOCUMENTARY CREDITS)

         

        


        
          	
                  From:

                	
                  [Name of
      Borrower]

                


        

         

        To:           Deutsche
Bank AG, London Branch

        as
Facility Agent

         

        and

         

        [●]

         

        as the
L/C Bank

         

        
          
            	
                    Date:

                  


          

        

         

        


         

        Dear
Sirs

         

        We refer
to the facilities agreement dated 3 March 2006 (as from time to time amended,
varied, novated or supplemented, the “Facilities Agreement”) and
made between, inter
alia, Virgin Media Inc. (formerly known as NTL Incorporated) as Ultimate
Parent, Virgin Media Finance PLC (formerly known as NTL Cable PLC) as Parent,
Virgin Media Investment Holdings Limited (formerly known as NTL Investment
Holdings Limited), Telewest Communications Networks Limited and VMIH Sub Limited
(formerly known as NTLIH Sub Limited) as UK Borrowers, Virgin Media Dover LLC
(formerly known as NTL Dover LLC) as US Borrower, Deutsche Bank AG, London
Branch, J.P. Morgan Plc, The Royal Bank of Scotland Plc and Goldman Sachs
International as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG,
London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security
Trustee, GE Corporate Banking Europe SAS as Administrative Agent and the
financial and other institutions named in it as Lenders.  Terms
defined in the Facilities Agreement shall have the same meanings in this
Certificate.

         

        We, [●] and [●], being authorised
signatories of the Borrower named below, give you notice that, pursuant to the
Facilities Agreement, we wish [name of L/C Bank] to issue a Documentary
Credit on the following terms:

         

        
          	
                  (a)

                	
                  Name
      of Beneficiary: [●]

                


        

         

        
          	
                  (b)

                	
                  Address
      of Beneficiary: [●]

                


        

         

        
          	
                  (c)

                	
                  Purpose
      of/Liabilities to be assured by the Documentary Credit: [insert details]

                


        

         

        
          	
                  (d)

                	
                  Sterling
      Amount: £[●]

                


        

         

        
          	
                  (e)

                	
                  Currency:
      [●]

                


        

         

        
          	
                  (f)

                	
                  Expiry
      Date: [●] month[s]

                


        

         

        
          	
                  (g)

                	
                  Proposed
      date of issue of Documentary Credit: [●] (or if that day is not
      a Business Day, the next Business
Day)

                


        

         

        [We hereby inform you that as
of the date of this Renewal Request, the following Event of Default has occurred
and is continuing or would result from the issuance of the Documentary Credit
requested hereunder [insert details].]4

        ______________________________

        
           

          
            	
                    4

                  	
                    Applicable
      for Renewal Requests only.  Insert details of the relevant Event
      of Default, if any.

                  


          

           

          
             

            [We confirm that, at the date of this Utilisation Request, the Repeating
Representations are true in all material respects and no Default is continuing
or would result from the issuance of the Documentary Credit to which this
Utilisation Request relates.]5

          

        

        ______________________________

        
           

          
            
              	
                      5

                    	
                      Applicable
      to all Utilisation Requests in respect of a Documentary Credit (other than
      a Renewal Request).

                    


            

             

          

        

        Upon
issuance of the Documentary Credit requested hereunder, please send the
Documentary Credit  to the Beneficiary at the address shown above,
with a copy to [insert details of relevant contact
at the Borrower].

         

        Yours
faithfully

         

        


         

        
          
            	
                    ...................................................

                  	
                    ...................................................

                  
	
                    Authorised
      Signatory

                    for
      and on behalf of

                    [Name of
      Borrower]

                  	
                    Authorised
      Signatory

                    for
      and on behalf of

                    [Name of
      Borrower]

                  


          

        

         

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE 6

       

      ASSOCIATED
COSTS RATE

       

      
        	
                1.

              	
                Associated
      Costs Rate for an Advance or Unpaid Sum denominated in
      Sterling

              


      

       

      The
Associated Costs Rate for an Advance denominated in Sterling shall be required
to be paid to compensate the Lenders for the cost attributable to such an
Advance resulting from the imposition from time to time under or pursuant to the
Bank of England Act 1998 (the “BoE Act”) of a requirement to
place non-interest-bearing or Special Deposits (whether interest bearing or not)
with the Bank of England calculated by reference to liabilities used to fund the
Advance.

       

      Such
Associated Costs Rate shall be the rate determined by the Facility Agent to be
equal to the arithmetic mean (rounded upward, if necessary, to 4 decimal places)
of the respective rates notified by each Reference Bank to the Facility Agent as
the rate resulting from the application (as appropriate) of the following
formulae:

       

      XL + S(L -
D)

      100 - (X + S)

       

      where on
the day of application of a formula:

       

      
        	
                 
      

              	
                X

              	
                is
      the percentage of Eligible Liabilities (in excess of any stated minimum)
      by reference to which that Reference Bank is required under or pursuant to
      the BoE Act to maintain cash ratio deposits with the Bank of
      England;

              


      

       

      
        	
                 
      

              	
                L

              	
                is
      LIBOR applicable to the relevant
Advance;

              


      

       

      
        	
                 
      

              	
                S

              	
                is
      the level of interest bearing Special Deposits, expressed as a percentage
      of Eligible Liabilities, which that Reference Bank is required to maintain
      by the Bank of England (or other United Kingdom governmental authorities
      or agencies); and

              


      

       

      
        	
                 
      

              	
                D

              	
                is
      the percentage rate per annum payable by the Bank of England to that
      Reference Bank on Special Deposits.

              


      

       

      (X, L, S
and D shall be expressed in the formula as numbers and not as percentages, e.g.
if X = 0.15% and L = 7%, XL will be calculated as 0.15 x 7 and not as 0.15% x
7%.  A negative result obtained from subtracting D from L shall be
counted as zero.)

       

      If any
Reference Bank fails to notify any such rate to the Facility Agent, the
Associated Costs Rate shall be determined on the basis of the rate(s) notified
to the Facility Agent by the remaining Reference Bank(s).

       

      The
Associated Costs Rate attributable to an Advance or Unpaid Sum for any period,
for the purposes of this paragraph 1, shall be calculated at or about 11.00
a.m. on the first day of that period for the duration of that
period.

       

      The
determination of the Associated Costs Rate in relation to any period, under this
paragraph 1, shall, in the absence of manifest error, be conclusive and
binding on the parties to this Agreement.

       

      If there
is any change in circumstance (including the imposition of alternative or
additional requirements) which in the reasonable opinion of the Facility Agent
renders or will render either of the above formulae (or any element of the
formulae, or any defined term used in the formulae) inappropriate or
inapplicable, the Facility Agent (following consultation with the Borrower and
the Lenders) shall be entitled to vary the same by giving notice to the
parties.  Any such variation shall, in the absence of manifest error,
be conclusive and binding on the parties to this Agreement and shall apply from
the date specified in such notice.

       

      
        	
                2.

              	
                Associated
      Costs Rate for an Advance or Unpaid Sum denominated in a currency other
      than Sterling

              


      

       

      
        	
                2.1

              	
                The
      Associated Costs Rate in respect of any Advance denominated in a currency
      other than Sterling shall be required to be paid if, whether now or in the
      future, either:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                a
      requirement to pay fees is imposed by the Financial Services Authority
      under the Fees Regulations; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      reserve requirement is imposed by the Central European
    Bank;

              


      

       

      which, in
either case, is applied to any Lender (and would be applied generally to Lenders
or financial institutions of a similar nature to that Lender) as a consequence
of its entering into and/or performing its obligations under this Agreement
and/or assuming or maintaining a commitment under this Agreement and/or making
one or more Advances hereunder. If, as a result, that Lender’s effective return
on its overall capital is reduced, the Borrower agrees to reimburse that Lender
for such Associated Costs Rate.

       

      Such
Associated Costs Rate shall be the rate determined by the Facility Agent to be
equal to the arithmetic mean (rounded upward, if necessary, to 4 decimal places)
of the respective rates notified by each Reference Bank to the Facility Agent as
the rate resulting from the application (as appropriate) of the following
formulae:

       

      
        E x 0.01

        300

      

       

      where on
the day of application of a formula:

       

      
        	
                 
      

              	
                E

              	
                is
      designed to compensate Lenders for amounts payable under the Fees Rules
      and is calculated by the Facility Agent as being the average of the most
      recent rates of charge supplied by the Reference Banks to the Agent
      pursuant to paragraph 2.3 below and expressed in pounds per
      £1,000,000.

              


      

       

      
        	
                2.2

              	
                In
      the event that paragraph 2.1 applies, each Lender may submit a
      certificate setting out a calculation of the Associated Costs Rate claimed
      by it to the Facility Agent by no later than the date falling ten Business
      Days after the end of each Relevant Period (the “Certificate Period”).
      The Facility Agent will notify the Borrower of the amount claimed by each
      such Lender within five Business Days after the end of the relevant
      Certification Period and the Borrower shall reimburse that Lender for the
      amount claimed within three Business Days after the date of such
      notification.

              


      

       

      
        	
                2.3

              	
                If
      requested by the Facility Agent, each Reference Bank shall, as soon as
      practicable after publication by the Financial Services Authority, supply
      to the Facility Agent, the rate of charge payable by that Reference Bank
      to the Financial Services Authority pursuant to the Fees Rules in respect
      of the relevant financial year of the Financial Services Authority
      (calculated for this purpose by that Reference Bank as being the average
      of the Fee Tariffs applicable to that Reference Bank for that financial
      year) and expressed in pounds per £1,000,000 of the Tariff Base of that
      Reference Bank.

              


      

       

      
        	
                3.

              	
                Definitions

              


      

       

      For the
purposes of this Schedule 6:

       

      “Eligible Liabilities” and
“Special Deposits” have
the meanings given to those terms under or pursuant to the BoE Act or by the
Bank of England (as may be appropriate), on the day of the application of the
formula.

       

      “Fees Rules” means the rules on
periodic fees contained in the FSA Supervision Manual or such other law or
regulation as may be in force from time to time in respect of the payment of
fees for the acceptance of deposits.

       

      “Fees Regulations” means, as
appropriate, either.

       

      
        	
                 
      

              	
                (a)

              	
                the
      Banking Supervision (Fees) Regulations 2000;
or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                such
      regulations as may be in force from time to time relating to the payment
      of fees for Banking supervision after 31 March
  2001.

              


      

       

      “Relevant Period” is, as
appropriate:       

       

      
        	
              	
                (a)

              	
                the
      period beginning on the Original Execution Date and ending on the 31
      December 2006, or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                each
      subsequent period of six months starting on the previous day of the
      preceding period and ending on 30 June or, as the case may be, 31
      December; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      period shorter than six months which starts on the 30 June or 31 December
      in a calendar year and ends on the Final Maturity Date falling within that
      calendar year.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE 7

       

      PART 1 - FORM OF
ACCESSION NOTICE

       

      THIS ACCESSION NOTICE is
entered into on [●] by [insert name of
Holding Company]
(“Holdco”)] / [[insert name of
Subsidiary] (the “Subsidiary”)] and [Virgin Media Finance PLC
(formerly known as NTL Cable PLC) (the “Parent”)] [Virgin Media Investment
Holdings Limited (formerly known as NTL Investment Holdings Limited) (the “Company”)] by way of a deed in favour
of the Facility Agent, the Mandated Lead Arrangers and the Lenders (each as
defined in the Facilities Agreement referred to below).

       

      BACKGROUND

       

      
        	
                (A)

              	
                We
      refer to the facilities agreement dated 3 March 2006 (as from time to time
      amended, varied, novated or supplemented, the “Facilities Agreement”)
      and made between, inter
      alia, Virgin Media Inc. (formerly known as NTL Incorporated) as
      Ultimate Parent, Virgin Media Finance PLC (formerly known as NTL Cable
      PLC) as Parent, Virgin Media Investment Holdings Limited (formerly known
      as NTL Investment Holdings Limited), Telewest Communications Networks
      Limited and VMIH Sub Limited (formerly known as NTLIH Sub Limited) as UK
      Borrowers, Virgin Media Dover LLC (formerly known as NTL Dover LLC) as US
      Borrower, Deutsche Bank AG, London Branch, J.P. Morgan Plc, The Royal Bank
      of Scotland Plc and Goldman Sachs International as Bookrunners and
      Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility
      Agent, Deutsche Bank AG, London Branch as Security Trustee, GE Corporate
      Banking Europe SAS as Administrative Agent and the financial and other
      institutions named in it as Lenders. Terms defined in the Facilities
      Agreement shall have the same meanings in this
  Certificate.

              


      

       

      
        	
                (B)

              	
                [The Subsidiary is
      required to accede to the Facilities Agreement as an Acceding Guarantor
      pursuant to Clause 3.1 (Vanilla Conditions
      Precedent) and Clause 26.2 (Acceding
      Guarantors).]

              


      

       

      OR

       

      [The Company has requested
that the Subsidiary becomes an Acceding Borrower and an Acceding Guarantor
pursuant to Clause 26.1 (Acceding Borrowers) of the
Facilities Agreement.]

       

      OR

       

      [The Company has requested
that the Subsidiary become an Acceding Guarantor pursuant to Clause 26.2
(Acceding Guarantors)
of the Facilities Agreement.]

       

      OR

       

      [The Company has requested
that Holdco becomes a party to this Agreement as the Ultimate Parent pursuant to
Clause 26.3 (Acceding
Holding Company) of the Facilities Agreement.]

       

      NOW
THIS DEED WITNESS AS FOLLOWS:

       

      
        	
                1.

              	
                Terms
      defined in the Facilities Agreement have the same meanings in this
      Accession Notice.

              


      

       

      
        	
                2.

              	
                [The
      Subsidiary/Holdco]
      is a company [or specify any other type of
      entity] duly
      incorporated, established or organised under the laws of [insert relevant
      jurisdiction].

              


      

       

      
        	
                3.

              	
                [The
      Subsidiary/Holdco]
      confirms that it has received from the Company a true and up-to-date copy
      of the Facilities Agreement and the other Finance
    Documents.

              


      

       

      
        	
                4.

              	
                [The
      Subsidiary/Holdco]
      undertakes, upon its becoming a [party to the Facilities
      Agreement/Borrower/Guarantor], to perform all the
      obligations expressed to be undertaken under the Facilities Agreement,
      [the Group
      Intercreditor Agreement],
      [the HYD Intercreditor Agreement] and the other Finance
      Documents by [a
      Borrower] [a
      Guarantor]
      [Holdco]
      and agrees that it shall be bound by the Facilities Agreement,
      [the Group
      Intercreditor Agreement], [the HYD Intercreditor
      Agreement]6 and the other
      Finance Documents in all respects as if it had been an original party to
      them as [a
      Borrower] [a Guarantor] [the Ultimate
      Parent]7.

              


      

      ___________________________

      6      Delete
if inapplicable

      
        7      Insert
any legal limitations on guarantee, if applicable.

      

       

      
        	
                5.

              	
                The
      Company:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                repeats
      the Repeating Representations identified as being made by it under
      Clause 21 (Representations and
      Warranties) upon the date [the Subsidiary /
      Holdco] accedes to
      the Facilities Agreement; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                confirms
      that no Default [(other than any Default
      which will be remedied by the accession of the [Acceding Borrower][Acceding
      Guarantor] and
      each other person acceding as a [Borrower][Guarantor] on or about the date
      of this Accession Notice)] is continuing or will
      occur as a result of [the
      Subsidiary/Holdco]
      becoming an [Acceding Borrower/an
      Acceding Guarantor/ a party to this Agreement].

              


      

       

      
        	
                6.

              	
                [The Subsidiary makes,
      in relation to itself, the representations and warranties expressed to be
      made by a Guarantor in Clause 21 (Representations and
      Warranties) of the Facilities Agreement.]8

              


      

      
        ___________________________
8           Original
Guarantors only.

       

      
        	
                 
      

              	
                OR

              


      

       

      [The Subsidiary makes, in
relation to itself, the Repeating Representations expressed to be made by a
Borrower in Clause 21 (Representations and
Warranties) of the Facilities Agreement]

       

      
        	
                 
      

              	
                OR

              


      

       

      [The Subsidiary makes, in
relation to itself, the Repeating Representations expressed to be made by a
Guarantor in Clause 21 (Representations and
Warranties) of the Facilities Agreement]9

      
        
          ___________________________

        

        
          9           Acceding
Guarantors, after the Merger Closing Date only.

        

      

       

      
        	
                 
      

              	
                OR

              


      

       

      [Holdco makes, in relation to
itself, the Repeating Representations expressed to be made by the Ultimate
Parent in Clause 21 (Representations and
Warranties) of the Facilities Agreement]10

      
        
          ___________________________

        

        10           Acceding
Holdco only.

      

       

      
        	
                7.

              	
                [The Subsidiary hereby
      represents that it is subject to or is potentially liable to US Federal
      Income Taxes or its members or shareholders are liable or potentially
      liable to US Federal Income Taxes in respect of its net income or profit
      and upon its accession to the Facilities Agreement as an Acceding
      Guarantor, it will be a Restricted Guarantor.]11

              


      

      
        ___________________________

      

      11           Restricted
Guarantors only.

       

      
        	
                8.

              	
                [[The
      Subsidiary/Holdco]
      confirms that it has appointed [Virgin Media Investment
      Holdings Limited (formerly known as NTL Investment Holdings Limited)] to be its process
      agent for the purposes of accepting service of Proceedings on it.]12

              


      

      
        
          ___________________________

        

        12           Non-English
entities only

      

       

      
        	
                9.

              	
                [The
      Subsidiary/Holdco]’s administrative
      details for the purposes of the Facilities Agreement are as
      follows:

              


      

       

      Address:

       

      Contact:

       

      Telephone
No:

       

      Fax
No:

       

      
        	
                10.

              	
                This
      Accession Notice and the rights, benefits and obligations of the parties
      under this Accession Notice shall be governed by and construed in
      accordance with English Law.

              


      

       

      This
Accession Notice has been executed as a Deed by the Borrower and [the Parent / The Subsidiary /
Holdco] and signed by
the Facility Agent on the date written at the beginning of this Accession
Notice.

       

      [THE
SUBSIDIARY

       

      EXECUTED as a DEED by

       

      [Name of
Subsidiary]
acting by

       

      
        
          
            	
                    Director

                  	
                    )

                  	
                    ...................................

                  
	 
      	 
      	
                    [insert name of
      director]

                  
	 	 	 
	
                    Director/Secretary

                  	
                    )

                  	
                    .................................

                  
	 
      	 
      	
                    [insert name of
      director/secretary]]

                  


          

        

      

       

      OR

       

      [HOLDCO

       

      EXECUTED as a DEED by

       

      [Insert name of
Holdco] acting
by

       

      
        
          
            
              	
                      Director

                    	
                      )

                    	
                      ...................................

                    
	 
      	 
      	
                      [insert name of
      director]

                    
	 	 	 
	
                      Director/Secretary

                    	
                      )

                    	
                      .................................

                    
	 
      	 
      	
                      [insert name of
      director/secretary]]

                    


            

          

        

         

      

      THE
COMPANY

       

      EXECUTED as a DEED by

       

      VIRGIN
MEDIA INVESTMENT HOLDINGS LIMITED (FORMERLY KNOWN AS NTL INVESTMENT HOLDINGS
LIMITED)

       

      acting
by

       

      
        
          
            
              	
                      Director

                    	
                      )

                    	
                      ...................................

                    
	 
      	 
      	
                      [insert name of
      director]

                    
	 	 	 
	
                      Director/Secretary

                    	
                      )

                    	
                      .................................

                    
	 
      	 
      	
                      [insert name of
      director/secretary]

                    


            

          

        

         

         

         

      

      THE FACILITY
AGENT

       

      DEUTSCHE
BANK AG, LONDON BRANCH

       

      


       

      By:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      PART 2 - ACCESSION
DOCUMENTS

       

      
        	
                1.

              	
                Corporate
      Documents

              


      

       

      In
relation to the proposed Acceding Group Company:

       

      
        	
                 
      

              	
                (a)

              	
                a
      copy of its up-to-date constitutional
documents;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      board resolution or a manager’s resolution or a partner’s resolution of
      such person approving the execution and delivery of the relevant Accession
      Notice, its accession to the Facilities Agreement as an Acceding
      Guarantor, Acceding Holding Company or Acceding Borrower, as applicable,
      and the performance of its obligations under the Finance Documents and
      authorising a person or persons identified by name or office to sign such
      Accession Notice and any other documents to be delivered by it pursuant
      thereto;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                to
      the extent legally necessary, a copy of a shareholders’ resolution of all
      the shareholders of such person approving the execution, delivery and
      performance of the Finance Documents to which it is a party and the terms
      and conditions to it; and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                a
      duly completed certificate, of a duly authorised officer of such person
      substantially in the form of Part 2 of Schedule 4 (Form of Officer’s
      Certificate).

              


      

       

      
        	
                2.

              	
                Legal
      Opinions

              


      

       

      Such
legal opinions as the Facility Agent may reasonably require of such legal
advisers as may be acceptable to the Facility Agent, as to:

       

      
        	
                 
      

              	
                (a)

              	
                the
      due incorporation, capacity and authorisation of the relevant Acceding
      Group Company; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      relevant obligations to be assumed by the relevant Acceding Group Company
      under the Finance Documents to which it is a party being legal, valid,
      binding and enforceable against it,

              


      

       

      in each
case, under the relevant laws of the jurisdiction of organisation or
establishment of such Acceding Group Company, as the case may be.

       

      
        	
                3.

              	
                Necessary
      Authorisations

              


      

       

      A copy of
any Necessary Authorisation as is in, the reasonable opinion of counsel to the
Lenders necessary to render the Finance Documents to which the relevant Acceding
Group Company, is or is to be party legal, valid, binding and enforceable to
make the Finance Documents to which the relevant Acceding Group Company is or is
to be party admissible in evidence in such Acceding Group Company’s jurisdiction
of incorporation and (if different) in England and to enable such Acceding Group
Company to perform its obligations thereunder, as a matter of law save, in the
case of any Acceding Guarantor or Acceding Borrower, for any registrations or
recordings required for the perfection of the Security Documents and subject to
the Reservations (to the extent applicable).

       

      
        	
                4.

              	
                Security
      Documents

              


      

       

      In the
case of an Acceding Guarantor or Acceding Borrower, at least 2 original copies
of any Security Documents required by the Facility Agent, acting reasonably in
accordance with the terms of this Agreement duly executed by the proposed
Acceding Guarantor or Acceding Borrower together with all documents required to
be delivered pursuant to it provided the Acceding Guarantor or Acceding Borrower
shall be under no obligation to procure the granting of Security over any
shares, in receivables owed by, or any other interest in any Bank Group
Excluding Subsidiary or Project Company.

       

      
        	
                5.

              	
                Process
      Agent

              


      

       

      Written
confirmation from any process agent referred to in the relevant Accession Notice
that it accepts its appointment as process agent.

       

      6.            
Financial Statements

       

      The
latest annual audited financial statements of the relevant Acceding Group
Company, if any.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      PART 3 - ADDITIONAL
FACILITY ACCESSION AGREEMENT

       

      To:           Deutsche
Bank AG, London Branch as Facility Agent

       

      [Date]

       

      Dear
Sirs

       

      Additional
Facility Accession

       

      We refer
to the facilities agreement dated 3 March 2006 (as from time to time amended,
varied, novated or supplemented, the “Facilities Agreement”) and
made between, inter
alia, Virgin Media Inc. (formerly known as NTL Incorporated) as Ultimate
Parent, Virgin Media Finance PLC (formerly known as NTL Cable PLC) as Parent,
Virgin Media Investment Holdings Limited (formerly known as NTL Investment
Holdings Limited), Telewest Communications Networks Limited and VMIH Sub Limited
(formerly known as NTLIH Sub Limited) as UK Borrowers, Virgin Media Dover LLC
(formerly known as NTL Dover LLC) as US Borrower, Deutsche Bank AG, London
Branch, J.P. Morgan Plc, The Royal Bank of Scotland Plc and Goldman Sachs
International as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG,
London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security
Trustee, GE Corporate Banking Europe SAS as Administrative Agent and the
financial and other institutions named in it as Lenders. Terms defined in the
Facilities Agreement shall have the same meanings in this
Certificate.

       

      NOW
THIS DEED WITNESS AS FOLLOWS:

       

      
        	
                1.

              	
                Terms
      defined in the Facilities Agreement shall have the same meaning in this
      Agreement.

              


      

       

      
        	
                2.

              	
                We
      refer to Clause 2.9 (Additional Facility) of
      the Facility Agreement.

              


      

       

      
        	
                3.

              	
                We,
      [Name of Additional Facility Lender(s)], agree to become party to and to
      be bound by the terms of the Facility Agreement as [an] Additional
      Facility Lender[(s)] in accordance with Clause 2.9 (Additional
      Facility).

              


      

       

      
        	
                4.

              	
                Our
      Additional Facility Commitment is EUR/US$/Sterling
      [        ].

              


      

       

      
        	
                5.

              	
                The
      Additional Facility Availability Period is
      [      ].

              


      

       

      
        	
                6.

              	
                The
      Additional Facility Commencement Date is
      [       ].

              


      

       

      
        	
                7.

              	
                The
      Termination Date in respect of the Additional Facility is
      [       ].

              


      

       

      
        	
                8.

              	
                The
      Final Maturity Date in respect of the Additional Facility is
      [        ].

              


      

       

      
        	
                9.

              	
                Interest
      on the Additional Facility will accrue and be payable as follows:
      [   ].  The Additional Facility Margin is
      [   ] per annum.

              


      

       

      
        	
                10.

              	
                The
      commitment fee in relation to this Additional Facility under
      Clause 16 (Commissions and Fees)
      is [    ] per cent. per
  annum.

              


      

       

      
        	
                11.

              	
                The
      Additional Facility shall be repaid as
      follows:  [   ].

              


      

       

      
        	
                12.

              	
                [Add additional terms of the
      Additional Facility as permitted by paragraph (a) of Clause 2.9
      (Additional Facility)]

              


      

       

      
        	
                13.

              	
                The
      Company, by its signature hereto, confirms that all of the requirements of
      paragraph (a) of Clause 2.9 (Additional Facility)
      are fulfilled as of the date of this
Agreement.

              


      

       

      14.           [Each
of] the Additional Facility Lender[(s)] confirm[(s)] to each Finance Party
that:

       

      
        	
                 
      

              	
                (a)

              	
                we
      have made our own independent investigation and assessment of the
      financial condition and affairs of each Obligor and its related entities
      in connection with its participation in the Agreement and have not relied
      on any information provided to us by a Finance Party in connection with
      any Finance Document; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                we
      will continue to make our own independent appraisal of the
      creditworthiness of each Obligor and its related entities while any amount
      is or may be outstanding under the Credit Agreement or any Additional
      Facility Commitment is in force.

              


      

       

      
        	
                15.

              	
                The
      Facility Office and address for notices of the Additional Facility
      Lender[(s)] for the purposes of Clause 40 (Notices and Delivery of
      Information) is:

              


      

       

      
        	
                 
      

              	
                [               ]

              


      

       

      
        
          	
                  16.

                	
                  This
      Agreement is governed by English
law.

                


        

      

       

      This
Additional Facility Accession Agreement has been executed as a Deed by the
Company, the Additional Facility Borrower and the Additional Facility Lender(s),
and signed by the Facility Agent on the date written at the beginning of this
Additional Facility Accession Agreement.

       

      [ADDITIONAL FACILITY
LENDER(S)]

       

      THE
COMPANY

       

      EXECUTED as a DEED by

       

      VIRGIN
MEDIA INVESTMENT HOLDINGS LIMITED (FORMERLY KNOWN AS NTL INVESTMENT HOLDINGS
LIMITED)

       

      acting
by

       

      
        
          
            
              	
                      Director

                    	
                      )

                    	
                      ...................................

                    
	 
      	 
      	
                      [insert name of
      director]

                    
	 	 	 
	
                      Director/Secretary

                    	
                      )

                    	
                      .................................

                    
	 
      	 
      	
                      [insert name of
      director/secretary]

                    


            

          

        

         

      

      [THE ADDITIONAL FACILITY
BORROWER]

       

      EXECUTED as a DEED by

       

      [BORROWER
NAME]

       

      acting
by

       

      
        
          
            
              	
                      Director

                    	
                      )

                    	
                      ...................................

                    
	 
      	 
      	
                      [insert name of
      director]

                    
	 	 	 
	
                      Director/Secretary

                    	
                      )

                    	
                      .................................

                    
	 
      	 
      	
                      [insert name of
      director/secretary]

                    


            

          

        

         

         

      

      THE FACILITY
AGENT

       

      DEUTSCHE
BANK AG, LONDON BRANCH

       

      By:

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE 8

      FORM
OF COMPLIANCE CERTIFICATE

       

      
        	
                To:

              	
                Deutsche
      Bank AG, London Branch

                as Facility
  Agent

              


      

      
        
        

      

      [Date]

       

      Dear
Sirs

       

      Certificate
in respect of the [insert
details of relevant testing period] ended [insert relevant Quarter Date]
(the “Certification Date”)

       

      We refer
to the facilities agreement dated 3 March 2006 (as from time to time amended,
varied, novated or supplemented, the “Facilities Agreement”) and
made between, inter
alia, Virgin Media Inc. (formerly known as NTL Incorporated) as Ultimate
Parent, Virgin Media Finance PLC (formerly known as NTL Cable PLC) as Parent,
Virgin Media Investment Holdings Limited (formerly known as NTL Investment
Holdings Limited), Telewest Communications Networks Limited and VMIH Sub Limited
(formerly known as NTLIH Sub Limited) as UK Borrowers, Virgin Media Dover LLC
(formerly known as NTL Dover LLC) as US Borrower, Deutsche Bank AG, London
Branch, J.P. Morgan Plc, The Royal Bank of Scotland Plc and Goldman Sachs
International as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG,
London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security
Trustee, GE Corporate Banking Europe SAS as Administrative Agent and the
financial and other institutions named in it as Lenders. Terms defined in the
Facilities Agreement shall have the same meanings in this Compliance
Certificate.

       

      
        	
                1.

              	
                This
      Compliance Certificate is provided in accordance with paragraph (a)
      of Clause 22.5 (Compliance
      Certificates) of the Facilities
  Agreement.

              


      

       

      
        	
                2.

              	
                We,
      [●] and [●]13, being duly
      authorised signatories of the Company as at the date of this Compliance
      Certificate, confirm that the financial covenants contained in
      Clause 23 (Financial Condition) of
      the Facilities Agreement have been complied with as at the Certification
      Date.  This confirmation is based on the following (applying the
      rules for calculation set out in Clause 23 (Financial
      Condition)):

              


      

      
        ___________________________

        
          13         At
least one of whom shall be a Financial Officer

        

      

       

      
        	
                 
      

              	
                (a)

              	
                The
      ratio of Consolidated Net Debt to Consolidated Operating Cashflow for the
      period ending on the Certification Date was [●].

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      ratio of Consolidated Operating Cashflow to Consolidated Total Net Cash
      Interest Payable for the period ending on the Certification Date was [●].

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      ratio of Bank Group Cash Flow to Consolidated Debt Service for the period
      ending on the Certification Date was [●].

              


      

       

      
        	
                3.

              	
                In
      addition, we confirm that Bank Group Consolidated Revenues for the
      financial year ended [●] was £[●].14

              


      

      
        ___________________________

        14         Applicable
only for Compliance Certificate to be delivered with annual financial
information of the Bank Group.

      

       

      
        	
                4.

              	
                The
      information contained in the Attached Working Paper has been prepared on
      the basis of the same information and methodology used to prepare the
      appropriate financial information.

              


      

       

      
        	
                5.

              	
                The
      80% Security Test was satisfied as at the Certification Date.15

              


      

      
        ___________________________

        15         Applicable
only for Compliance Certificate to be delivered with annual financial
information of the Bank Group.

      

       

      
        	
                6.

              	
                We
      further confirm that no Default is continuing as at the Certification
      Date.

              


      

       

      
        	
                7.

              	
                This
      Compliance Certificate is given by the authorised signatories of the
      Company named below and is given without personal
    liability.

              


      

       

      


       

      Yours
faithfully,

       

      


       

      
        	
                ...................................................

              	
                ...................................................

              
	
                Authorised
      Signatory

                for
      and on behalf of

                VIRGIN
      MEDIA INVESTMENT HOLDINGS LIMITED (FORMERLY KNOWN AS NTL INVESTMENT
      HOLDINGS LIMITED)

              	
                Authorised
      Signatory

                for
      and on behalf of

                VIRGIN
      MEDIA INVESTMENT HOLDINGS LIMITED (FORMERLY KNOWN AS NTL INVESTMENT
      HOLDINGS LIMITED)

              


      

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE 9

       

      PART 1 - MEMBERS OF
THE BANK GROUP

       

      NTL

       

      ANDOVER
CABLEVISION LIMITED

       

      ANGLIA
CABLE COMMUNICATIONS LIMITED

       

      BERKHAMSTED
PROPERTIES & BUILDING CONTRACTORS LIMITED

       

      CABLE
TELEVISION LIMITED

       

      CABLE
THAMES VALLEY LIMITED

       

      CABLETEL
(UK) LIMITED

       

      CABLETEL
CARDIFF LIMITED

       

      CABLETEL
CENTRAL HERTFORDSHIRE LIMITED

       

      CABLETEL
HERTFORDSHIRE LIMITED

       

      CABLETEL
HERTS AND BEDS LIMITED

       

      CABLETEL
INVESTMENTS LIMITED

       

      CABLETEL
NEWPORT

       

      CABLETEL
NORTH BEDFORDSHIRE LIMITED

       

      CABLETEL
NORTHERN IRELAND LIMITED

       

      CABLETEL
SCOTLAND LIMITED

       

      CABLETEL
SURREY AND HAMPSHIRE LIMITED

       

      CABLETEL
TELECOM SUPPLIES LIMITED

       

      CABLETEL
WEST GLAMORGAN LIMITED

       

      CABLETEL
WEST RIDING LIMITED

       

      CAMBRIDGE
CABLE SERVICES LIMITED

       

      CAMBRIDGE
HOLDING COMPANY LIMITED

       

      CCL
CORPORATE COMMUNICATION SERVICES LIMITED

       

      CHARTWELL
INVESTORS, LP

       

      COLUMBIA
MANAGEMENT LIMITED

       

      COMTEL
CABLE SERVICES LIMITED

       

      COMTEL
COVENTRY LIMITED

       

      CREDIT-TRACK
DEBT RECOVERY LIMITED

       

      DE FACTO
1159 LIMITED

       

      DIAMOND
CABLE (BASSETLAW) LIMITED

       

      DIAMOND
CABLE (BURTON-UPON-TRENT) LIMITED

       

      DIAMOND
CABLE (CHESTERFIELD) LIMITED

       

      DIAMOND
CABLE (GRANTHAM) LIMITED

       

      DIAMOND
CABLE (GRIMCLEE) LIMITED

       

      DIAMOND
CABLE (HINCKLEY) LIMITED

       

      DIAMOND
CABLE (LEICESTER) LIMITED

       

      DIAMOND
CABLE (LINCOLN) LIMITED

       

      DIAMOND
CABLE (LINCOLNSHIRE) LIMITED

       

      DIAMOND
CABLE (MANSFIELD) LIMITED

       

      DIAMOND
CABLE (MELTON MOWBRAY) LIMITED

       

      DIAMOND
CABLE (NEWARK-ON-TRENT) LIMITED

       

      DIAMOND
CABLE (RAVENSHEAD) LIMITED

       

      DIAMOND
CABLE (VALE OF BELVOIR) LIMITED

       

      DIAMOND
CABLE ACQUISITIONS LIMITED

       

      DIAMOND
CABLE COMMUNICATIONS LIMITED

       

      DIAMOND
CABLE CONSTRUCTION LIMITED

       

      DIAMOND
CABLE CPE LIMITED

       

      DIAMOND
HOLDINGS LIMITED

       

      DIAMOND
VISUAL COMMUNICATIONS LIMITED

       

      DIGITAL
TELEVISION NETWORK LIMITED

       

      DTELS
LIMITED

       

      EAST
COAST CABLE LIMITED

       

      EAST
MIDLANDS CABLE COMMUNICATIONS LIMITED

       

      EAST
MIDLANDS CABLE GROUP LIMITED

       

      EAST
MIDLANDS CABLE HOLDINGS LIMITED

       

      ENABLIS
LIMITED

       

      HEARTLAND
CABLEVISION (UK) LIMITED

       

      HEARTLAND
CABLEVISION II (UK) LIMITED

       

      HERTS
CABLE LIMITED

       

      JEWEL
HOLDINGS LIMITED

       

      LANBASE
EUROPEAN HOLDINGS LIMITED

       

      LANBASE
LIMITED

       

      LCL CABLE
(HOLDINGS) LIMITED

       

      LCL
TELEPHONES LIMITED

       

      LICHFIELD
CABLE COMMUNICATIONS LIMITED

       

      MAZA
LIMITED

       

      METRO
HERTFORDSHIRE LIMITED

       

      METRO
SOUTH WALES LIMITED

       

      NNS UK
HOLDINGS 1 LLC

       

      NNS UK
HOLDINGS 2, INC

       

      NORTH
CABLECOMMS HOLDINGS, INC

       

      NORTH
CABLECOMMS LLC

       

      NORTH
CABLECOMMS MANAGEMENT, INC

       

      NORTHAMPTON
CABLE TELEVISION LIMITED

       

      NTL
(AYLESBURY AND CHILTERN) LIMITED

       

      NTL (B)
LIMITED

       

      NTL
(BROADLAND) LIMITED

       

      NTL
(CHICHESTER) LIMITED

       

      NTL (CITY
AND WESTMINSTER) LIMITED

       

      NTL
(COUNTY DURHAM) LIMITED

       

      NTL
(CRUK) LIMITED

       

      NTL (CWC
HOLDINGS)

       

      NTL (CWC)
CORPORATION LIMITED

       

      NTL (CWC)
LIMITED

       

      NTL (CWC)
MANAGEMENT LIMITED

       

      NTL (CWC)
NO 2 LIMITED

       

      NTL (CWC)
NO 3 LIMITED

       

      NTL (CWC)
NO 4 LIMITED

       

      NTL (CWC)
PROGRAMMING LIMITED

       

      NTL (CWC)
UK

       

      NTL
(EALING) LIMITED

       

      NTL
(EASTBOURNE AND HASTINGS) LIMITED

       

      NTL
(FENLAND) LIMITED

       

      NTL
(GREENWICH AND LEWISHAM) LIMITED

       

      NTL
(HAMPSHIRE) LIMITED

       

      NTL
(HARROGATE) LIMITED

       

      NTL
(HARROW) LIMITED

       

      NTL
(KENT) LIMITED

       

      NTL
(LAMBETH AND SOUTHWARK) LIMITED

       

      NTL
(LEEDS) LIMITED

       

      NTL
(NORWICH) LIMITED

       

      NTL
(PETERBOROUGH) LIMITED

       

      NTL
(SOUTH EAST) LIMITED

       

      NTL
(SOUTH LONDON) LIMITED

       

      NTL
(SOUTHAMPTON AND EASTLEIGH) LIMITED

       

      NTL
(SUNDERLAND) LIMITED

       

      NTL
(THAMESMEAD) LIMITED

       

      NTL
(TRIANGLE) LLC

       

      NTL (V)
LIMITED

       

      NTL
(WANDSWORTH) LIMITED

       

      NTL
(WEARSIDE) LIMITED

       

      NTL (WEST
LONDON) LIMITED

       

      NTL
(YORCAN) LIMITED

       

      NTL
(YORK) LIMITED

       

      NTL
ACQUISITION COMPANY LIMITED

       

      NTL
BOLTON CABLEVISION HOLDING COMPANY

       

      NTL
BROMLEY COMPANY

       

      NTL
BUSINESS (IRELAND) LIMITED

       

      NTL
BUSINESS LIMITED

       

      NTL
CABLECOMMS BOLTON

       

      NTL
CABLECOMMS BROMLEY

       

      NTL
CABLECOMMS BURY AND ROCHDALE

       

      NTL
CABLECOMMS CHESHIRE

       

      NTL
CABLECOMMS DERBY

       

      NTL
CABLECOMMS EAST LANCASHIRE

       

      NTL
CABLECOMMS GREATER MANCHESTER

       

      NTL
CABLECOMMS GROUP LIMITED

       

      NTL
CABLECOMMS GROUP, INC

       

      NTL
CABLECOMMS HOLDINGS NO 1 LIMITED

       

      NTL
CABLECOMMS HOLDINGS NO 2 LIMITED

       

      NTL
CABLECOMMS LANCASHIRE NO  1

       

      NTL
CABLECOMMS LANCASHIRE NO 2

       

      NTL
CABLECOMMS LIMITED

       

      NTL
CABLECOMMS MACCLESFIELD

       

      NTL
CABLECOMMS MANCHESTER LIMITED

       

      NTL
CABLECOMMS OLDHAM AND TAMESIDE

       

      NTL
CABLECOMMS SOLENT

       

      NTL
CABLECOMMS STAFFORDSHIRE

       

      NTL
CABLECOMMS STOCKPORT

       

      NTL
CABLECOMMS SURREY

       

      NTL
CABLECOMMS SUSSEX

       

      NTL
CABLECOMMS WESSEX

       

      NTL
CABLECOMMS WEST SURREY LIMITED

       

      NTL
CABLECOMMS WIRRAL

       

      NTL
CAMBRIDGE LIMITED

       

      NTL
CHARTWELL HOLDINGS 2, INC

       

      NTL
CHARTWELL HOLDINGS LIMITED

       

      NTL
CHARTWELL HOLDINGS, INC

       

      NTL
COMMUNICATIONS SERVICES LIMITED

       

      NTL
DARLINGTON LIMITED

       

      NTL DERBY
CABLEVISION HOLDING COMPANY

       

      NTL
EQUIPMENT NO 1 LIMITED

       

      NTL
EQUIPMENT NO 2 LIMITED

       

      NTL
FINANCE LIMITED

       

      NTL
GLASGOW

       

      NTL
GLASGOW HOLDINGS LIMITED

       

      NTL
HOLDINGS (BROADLAND) LIMITED

       

      NTL
HOLDINGS (EAST LONDON) LIMITED

       

      NTL
HOLDINGS (FENLAND) LIMITED

       

      NTL
HOLDINGS (LEEDS) LIMITED

       

      NTL
HOLDINGS (NORWICH) LIMITED

       

      NTL
HOLDINGS (PETERBOROUGH) LIMITED

       

      NTL
INTERNET LIMITED

       

      NTL
INTERNET SERVICES LIMITED

       

      NTL IRISH
HOLDINGS LIMITED

       

      NTL
KIRKLEES

       

      NTL
KIRKLEES HOLDINGS LIMITED

       

      NTL
LIMITED

       

      NTL
MANCHESTER CABLEVISION HOLDING COMPANY

       

      NTL
MICROCLOCK SERVICES LIMITED

       

      NTL
MIDLANDS LIMITED

       

      NTL
MILTON KEYNES LIMITED

       

      NTL
NATIONAL NETWORKS LIMITED

       

      NTL
NETWORKS LIMITED

       

      NTL NORTH
CABLECOMMS HOLDINGS, INC

       

      NTL NORTH
CABLECOMMS MANAGEMENT, INC

       

      NTL
PARTCHEER COMPANY LIMITED

       

      NTL
PROGRAMMING SUBSIDIARY COMPANY

       

      NTL
RECTANGLE LIMITED

       

      NTL
SIDEOFFER LIMITED

       

      NTL
SOLENT COMPANY

       

      NTL
SOLENT TELEPHONE AND CABLE TV COMPANY LIMITED

       

      NTL SOUTH
CABLECOMMS HOLDINGS, INC

       

      NTL SOUTH
CABLECOMMS MANAGEMENT, INC

       

      NTL SOUTH
CENTRAL LIMITED

       

      NTL SOUTH
WALES LIMITED

       

      NTL
STREETUNIQUE PROJECTS LIMITED

       

      NTL
STREETUNIT PROJECTS LIMITED

       

      NTL
STREETUSUAL SERVICES LIMITED

       

      NTL
STREETVISION SERVICES LIMITED

       

      NTL
STREETVITAL SERVICES LIMITED

       

      NTL
STREETWARM SERVICES LIMITED

       

      NTL
STREETWIDE SERVICES LIMITED

       

      NTL
STRIKEAGENT TRADING LIMITED

       

      NTL
STRIKEAMOUNT TRADING LIMITED

       

      NTL
STRIKEAPART TRADING LIMITED

       

      NTL
SURREY COMPANY

       

      NTL
SUSSEX COMPANY

       

      NTL
SYSTEMS LIMITED

       

      NTL
TECHNICAL SUPPORT COMPANY LIMITED

       

      NTL
TEESSIDE LIMITED

       

      NTL
TELECOM SERVICES LIMITED

       

      NTL UK
CABLECOMMS HOLDINGS, INC

       

      NTL UK
TELEPHONE AND CABLE TV HOLDING COMPANY LIMITED

       

      NTL
VICTORIA LIMITED

       

      NTL
VICTORIA II LIMITED

       

      NTL
WESSEX COMPANY

       

      NTL
WESTMINSTER LIMITED

       

      NTL
WINSTON HOLDINGS LIMITED

       

      NTL
WINSTON HOLDINGS, INC

       

      NTL
WIRRAL COMPANY

       

      NTL
WIRRAL TELEPHONE AND CABLE TV COMPANY

       

      OXFORD
CABLE LIMITED

       

      PROSPECTRE
LIMITED

       

      SECURE
BACKUP SYSTEMS LIMITED

       

      SOUTH
CABLECOMMS HOLDINGS, INC

       

      SOUTH
CABLECOMMS LLC

       

      SOUTH
CABLECOMMS MANAGEMENT, INC

       

      SOUTHERN
EAST ANGLIA CABLE LIMITED

       

      STAFFORD
COMMUNICATIONS LIMITED

       

      SWINDON
CABLE LIMITED

       

      TAMWORTH
CABLE COMMUNICATIONS LIMITED

       

      VIRGIN
MEDIA DIRECTORS LIMITED (FORMERLY KNOWN AS NTL DIRECTORS LIMITED)

       

      VIRGIN
MEDIA DOVER LLC (FORMERLY KNOWN AS NTL DOVER LLC)

       

      VIRGIN
MEDIA INVESTMENT HOLDINGS LIMITED (FORMERLY KNOWN AS NTL INVESTMENT HOLDINGS
LIMITED)

       

      VIRGIN
MEDIA LIMITED (FORMERLY KNOWN AS NTL GROUP LIMITED)

       

      VIRGIN
MEDIA SECRETARIES LIMITED (FORMERLY KNOWN AS NTL SECRETARIES
LIMITED)

       

      VIRGIN
NET LIMITED

       

      VISION
NETWORKS SERVICES UK LIMITED

       

      VMIH SUB
LIMITED (FORMERLY KNOWN AS NTLIH SUB LIMITED)

       

      WESSEX
CABLE LIMITED

       

      WINSTON
INVESTORS LLC

       

      WORKPLACE
TECHNOLOGIES TRUSTEES COMPANY LIMITED

       

      XL DEBT
RECOVERY AGENCY LIMITED

       

      X-TANT
LIMITED

       

      TELEWEST
AND FLEXTECH COMPANIES

       

      AVON
CABLE INVESTMENTS LIMITED

       

      BARNSLEY
CABLE COMMUNICATIONS LIMITED

       

      BIRMINGHAM
CABLE CORPORATION LIMITED

       

      BIRMINGHAM
CABLE FINANCE LIMITED

       

      BIRMINGHAM
CABLE LIMITED

       

      BLUE
YONDER WORKWISE LIMITED

       

      BRADFORD
CABLE COMMUNICATIONS LIMITED

       

      BRAVO TV
LIMITED

       

      CABLE
ADNET LIMITED

       

      CABLE
CAMDEN LIMITED

       

      CABLE
COMMUNICATIONS (TELECOM) LIMITED

       

      CABLE
COMMUNICATIONS LIMITED

       

      CABLE
ENFIELD LIMITED

       

      CABLE
FINANCE LIMITED

       

      CABLE
HACKNEY & ISLINGTON LIMITED

       

      CABLE
HARINGEY LIMITED

       

      CABLE
INTERACTIVE LIMITED

       

      CABLE
INTERNET LIMITED

       

      CABLE
LONDON LIMITED

       

      CABLE ON
DEMAND LIMITED

       

      CAPITAL
CITY CABLEVISION LIMITED

       

      CENTRAL
CABLE HOLDINGS LIMITED

       

      CENTRAL
CABLE LIMITED

       

      CENTRAL
CABLE SALES LIMITED

       

      CHALLENGE
TV

       

      CHARIOT
COLLECTION SERVICES LIMITED

       

      CONTINENTAL
SHELF 16 LIMITED

       

      CRYSTAL
PALACE RADIO LIMITED

       

      CRYSTALVISION
PRODUCTIONS LIMITED

       

      DONCASTER
CABLE COMMUNICATIONS LIMITED

       

      DUNDEE
CABLE AND SATELLITE LIMITED

       

      ED STONE
LIMITED

       

      EDINBURGH
CABLEVISION LIMITED

       

      EMS
INVESTMENTS LIMITED

       

      EUROBELL
(HOLDINGS) LIMITED

       

      EUROBELL
(IDA) LTD

       

      EUROBELL
(NO 2) LIMITED

       

      EUROBELL
(NO 3) LIMITED

       

      EUROBELL
(NO 4) LIMITED

       

      EUROBELL
(SOUTH WEST) LIMITED

       

      EUROBELL
(SUSSEX) LIMITED

       

      EUROBELL
(WEST KENT) LIMITED

       

      EUROBELL
CPE LIMITED

       

      EUROBELL
INTERNET SERVICES LIMITED

       

      EUROBELL
LIMITED

       

      EUROPEAN
BUSINESS NETWORK LIMITED

       

      FASTRAK
LIMITED

       

      FILEGALE
LIMITED

       

      FLEXTECH
(1992) LIMITED

       

      FLEXTECH
(KINDERNET INVESTMENT) LIMITED

       

      FLEXTECH
(TRAVEL CHANNEL) LIMITED

       

      FLEXTECH
BROADBAND HOLDINGS LIMITED

       

      FLEXTECH
BROADBAND LIMITED

       

      FLEXTECH
BROADCASTING LIMITED

       

      FLEXTECH
BUSINESS NEWS LIMITED

       

      FLEXTECH
CHILDRENS CHANNEL LIMITED

       

      FLEXTECH
COMMUNICATIONS LIMITED

       

      FLEXTECH
DIGITAL BROADCASTING LIMITED

       

      FLEXTECH
DISTRIBUTION LIMITED

       

      FLEXTECH
FAMILY CHANNEL LIMITED

       

      FLEXTECH
HOLDCO LIMITED

       

      FLEXTECH
IVS LIMITED

       

      FLEXTECH
MEDIA HOLDINGS LIMITED

       

      FLEXTECH
MUSIC PUBLISHING LIMITED

       

      FLEXTECH
RIGHTS LIMITED

       

      FLEXTECH
VENTURES LIMITED

       

      FLEXTECH
VIDEO GAMES LIMITED

       

      FLEXTECH-FLEXINVEST
LIMITED

       

      GENERAL
CABLE GROUP LIMITED

       

      GENERAL
CABLE HOLDINGS LIMITED

       

      GENERAL
CABLE INVESTMENTS LIMITED

       

      GENERAL
CABLE LIMITED

       

      GENERAL
CABLE PROGRAMMING LIMITED

       

      HALIFAX
CABLE COMMUNICATIONS LIMITED

       

      HIERONYMOUS
LIMITED

       

      IMMINUS
(IRELAND) LIMITED

       

      IMMINUS
LIMITED

       

      INTERACTIVE
DIGITAL SALES LIMITED

       

      IVS CABLE
HOLDINGS LIMITED

       

      LEWIS
REED DEBT RECOVERY LIMITED

       

      LIVING TV
LIMITED

       

      MATCHCO
DIRECTORS LIMITED

       

      MATCHCO
LIMITED

       

      MATCHCO
SECRETARIES LIMITED

       

      MAYFAIR
WAY MANAGEMENT LIMITED

       

      MIDDLESEX
CABLE LIMITED

       

      MINOTAUR
INTERNATIONAL LIMITED

       

      NORTHERN
CREDIT LIMITED

       

      PERTH
CABLE TELEVISION LIMITED

       

      ROTHERHAM
CABLE COMMUNICATIONS LIMITED

       

      SCREENSHOP
LIMITED

       

      SHEFFIELD
CABLE COMMUNICATIONS LIMITED

       

      SIT-UP
LIMITED

       

      SOUTHWESTERN
BELL INTERNATIONAL HOLDINGS LIMITED

       

      TELEWEST
CARRIER SERVICES LIMITED

       

      TELEWEST
COMMUNICATIONS (CENTRAL LANCASHIRE) LIMITED

       

      TELEWEST
COMMUNICATIONS (COTSWOLDS) LIMITED

       

      TELEWEST
COMMUNICATIONS (CUMBERNAULD) LIMITED

       

      TELEWEST
COMMUNICATIONS (DUMBARTON) LIMITED

       

      TELEWEST
COMMUNICATIONS (DUNDEE & PERTH) LIMITED

       

      TELEWEST
COMMUNICATIONS (EAST LOTHIAN AND FIFE) LIMITED

       

      TELEWEST
COMMUNICATIONS (FALKIRK) LIMITED

       

      TELEWEST
COMMUNICATIONS (FYLDE & WYRE) LIMITED

       

      TELEWEST
COMMUNICATIONS (GLENROTHES) LIMITED

       

      TELEWEST
COMMUNICATIONS (INTERNET) LIMITED

       

      TELEWEST
COMMUNICATIONS (LIVERPOOL) LIMITED

       

      TELEWEST
COMMUNICATIONS (LONDON SOUTH) LIMITED

       

      TELEWEST
COMMUNICATIONS (MIDLANDS AND NORTH WEST) LIMITED

       

      TELEWEST
COMMUNICATIONS (MIDLANDS) LIMITED

       

      TELEWEST
COMMUNICATIONS (MOTHERWELL) LIMITED

       

      TELEWEST
COMMUNICATIONS (NOMINEES) LIMITED

       

      TELEWEST
COMMUNICATIONS (NORTH EAST) LIMITED

       

      TELEWEST
COMMUNICATIONS (NORTH WEST) LIMITED

       

      TELEWEST
COMMUNICATIONS (PUBLICATIONS) LIMITED

       

      TELEWEST
COMMUNICATIONS (SCOTLAND HOLDINGS) LIMITED

       

      TELEWEST
COMMUNICATIONS (SCOTLAND) LIMITED

       

      TELEWEST
COMMUNICATIONS (SOUTH EAST) LIMITED

       

      TELEWEST
COMMUNICATIONS (SOUTH THAMES ESTUARY) LIMITED

       

      TELEWEST
COMMUNICATIONS (SOUTH WEST) LIMITED

       

      TELEWEST
COMMUNICATIONS (SOUTHPORT) LIMITED

       

      TELEWEST
COMMUNICATIONS (ST HELENS & KNOWSLEY) LIMITED

       

      TELEWEST
COMMUNICATIONS (TAUNTON & BRIDGWATER) LIMITED

       

      TELEWEST
COMMUNICATIONS (TELFORD) LIMITED

       

      TELEWEST
COMMUNICATIONS (TYNESIDE) LIMITED

       

      TELEWEST
COMMUNICATIONS (WIGAN) LIMITED

       

      TELEWEST
COMMUNICATIONS CABLE LIMITED

       

      TELEWEST
COMMUNICATIONS GROUP LIMITED

       

      TELEWEST
COMMUNICATIONS HOLDINGS LIMITED

       

      TELEWEST
COMMUNICATIONS NETWORKS LIMITED

       

      TELEWEST
COMMUNICATIONS SERVICES LIMITED

       

      TELEWEST
GLOBAL FINANCE LLC

       

      TELEWEST
HEALTH TRUSTEES LIMITED

       

      TELEWEST
LIMITED

       

      TELEWEST
PARLIAMENTARY HOLDINGS LIMITED

       

      TELEWEST
SHARE TRUST LIMITED

       

      TELEWEST
TRUSTEES LIMITED

       

      TELEWEST
UK LIMITED

       

      TELEWEST
WORKWISE LIMITED

       

      TELSO
COMMUNICATIONS LIMITED

       

      THE CABLE
CORPORATION EQUIPMENT LIMITED

       

      THE CABLE
CORPORATION LIMITED

       

      THE CABLE
EQUIPMENT STORE LIMITED

       

      THE NORTH
LONDON CHANNEL LIMITED

       

      THE
YORKSHIRE CABLE GROUP LIMITED

       

      THESEUS
NO.1 LIMITED

       

      THESEUS
NO.2 LIMITED

       

      TROUBLE
TV LIMITED

       

      TVS
PENSION FUND TRUSTEES LIMITED

       

      TVS
TELEVISION LIMITED

       

      UNITED
ARTISTS INVESTMENTS LIMITED

       

      VIRGIN
MEDIA TELEVISION LIMITED (FORMERLY KNOWN AS FLEXTECH TELEVISION
LIMITED)

       

      WAKEFIELD
CABLE COMMUNICATIONS LIMITED

       

      PINNACLE
DEBT RECOVERY LIMITED

       

      WINDSOR
TELEVISION LIMITED

       

      YORKSHIRE
CABLE COMMUNICATIONS LIMITED

       

      YORKSHIRE
CABLE FINANCE LIMITED

       

      YORKSHIRE
CABLE LIMITED

       

      YORKSHIRE
CABLE PROPERTIES LIMITED

       

      YORKSHIRE
CABLE TELECOM LIMITED

       

      PARTNERSHIPS
AND JOINT VENTURES

       

      EDINBURGH
CABLE LIMITED PARTNERSHIP

       

      AVON
CABLE JOINT VENTURE

       

      AVON
CABLE LIMITED PARTNERSHIP

       

      COTSWOLDS
CABLE LIMITED PARTNERSHIP

       

      TELEWEST
COMMUNICATIONS (COTSWOLDS) VENTURE

       

      ESTUARIES
CABLE LIMITED PARTNERSHIP

       

      LONDON
SOUTH CABLE PARTNERSHIP

       

      TELEWEST
COMMUNICATIONS (LONDON SOUTH) JOINT VENTURE

       

      TELEWEST
COMMUNICATIONS (SCOTLAND) VENTURE

       

      TELEWEST
COMMUNICATIONS (NORTH EAST) PARTNERSHIP

       

      TYNESIDE
CABLE LIMITED PARTNERSHIP

       

      UNITED
CABLE (LONDON SOUTH) LIMITED PARTNERSHIP

       

      TCI/US
WEST CABLE COMMUNICATIONS GROUP

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


       

      PART 2 - MEMBERS OF
THE TELEWEST GROUP

       

      ACTION
STATIONS (2000) LIMITED

       

      ACTION
STATIONS (LAKESIDE) LIMITED

       

      AVON
CABLE INVESTMENTS LIMITED

       

      BARNSLEY
CABLE COMMUNICATIONS LIMITED

       

      BIRMINGHAM
CABLE CORPORATION LIMITED

       

      BIRMINGHAM
CABLE FINANCE LIMITED

       

      BIRMINGHAM
CABLE LIMITED

       

      BLUE
YONDER WORKWISE LIMITED

       

      BRADFORD
CABLE COMMUNICATIONS LIMITED

       

      BRAVO TV
LIMITED

       

      CABLE
ADNET LIMITED

       

      CABLE
CAMDEN LIMITED

       

      CABLE
COMMUNICATIONS (TELECOM) LIMITED

       

      CABLE
COMMUNICATIONS LIMITED

       

      CABLE
ENFIELD LIMITED

       

      CABLE
FINANCE LIMITED

       

      CABLE
GUIDE LIMITED

       

      CABLE
HACKNEY & ISLINGTON LIMITED

       

      CABLE
HARINGEY LIMITED

       

      CABLE
INTERACTIVE LIMITED

       

      CABLE
INTERNET LIMITED

       

      CABLE
LONDON LIMITED

       

      CABLE ON
DEMAND LIMITED

       

      CAPITAL
CITY CABLEVISION LIMITED

       

      CENTRAL
CABLE HOLDINGS LIMITED

       

      CENTRAL
CABLE LIMITED

       

      CENTRAL
CABLE SALES LIMITED

       

      CHALLENGE
TV

       

      CHARIOT
COLLECTION SERVICES LIMITED

       

      CONTINENTAL
SHELF 16 LIMITED

       

      CRYSTAL
PALACE RADIO LIMITED

       

      CRYSTALVISION
PRODUCTIONS LIMITED

       

      DONCASTER
CABLE COMMUNICATIONS LIMITED

       

      DUNDEE
CABLE AND SATELLITE LIMITED

       

      ED STONE
LIMITED

       

      EDINBURGH
CABLEVISION LIMITED

       

      EMS
INVESTMENTS LIMITED

       

      EUROBELL
(HOLDINGS) LIMITED

       

      EUROBELL
(IDA) LTD

       

      EUROBELL
(NO 2) LIMITED

       

      EUROBELL
(NO 3) LIMITED

       

      EUROBELL
(NO 4) LIMITED

       

      EUROBELL
(SOUTH WEST) LIMITED

       

      EUROBELL
(SUSSEX) LIMITED

       

      EUROBELL
(WEST KENT) LIMITED

       

      EUROBELL
CPE LIMITED

       

      EUROBELL
INTERNET SERVICES LIMITED

       

      EUROBELL
LIMITED

       

      EUROPEAN
BUSINESS NETWORK LIMITED

       

      FASTRAK
LIMITED

       

      FILEGALE
LIMITED

       

      FLEXIMEDIA
LIMITED

       

      FLEXTECH
(1992) LIMITED

       

      FLEXTECH
(KINDERNET INVESTMENT) LIMITED

       

      FLEXTECH
(TRAVEL CHANNEL) LIMITED

       

      FLEXTECH
BROADBAND HOLDINGS LIMITED

       

      FLEXTECH
BROADBAND LIMITED

       

      FLEXTECH
BROADCASTING LIMITED

       

      FLEXTECH
BUSINESS NEWS LIMITED

       

      FLEXTECH
CHILDRENS CHANNEL LIMITED

       

      FLEXTECH
COMMUNICATIONS LIMITED

       

      FLEXTECH
DIGITAL BROADCASTING LIMITED

       

      FLEXTECH
DISTRIBUTION LIMITED

       

      FLEXTECH
FAMILY CHANNEL LIMITED

       

      FLEXTECH
HOLDCO LIMITED

       

      FLEXTECH
HOMESHOPPING LIMITED

       

      FLEXTECH
INTERACTIVE LIMITED

       

      FLEXTECH
INVESTMENTS (JERSEY) LIMITED

       

      FLEXTECH
IVS LIMITED

       

      FLEXTECH
LIMITED

       

      FLEXTECH
MEDIA HOLDINGS LIMITED

       

      FLEXTECH
MUSIC PUBLISHING LIMITED

       

      FLEXTECH
RIGHTS LIMITED

       

      FLEXTECH
VENTURES LIMITED

       

      FLEXTECH
VIDEO GAMES LIMITED

       

      FLEXTECH-FLEXINVEST
LIMITED

       

      FLORIDA
HOMESHOPPING LIMITED

       

      GENERAL
CABLE GROUP LIMITED

       

      GENERAL
CABLE HOLDINGS LIMITED

       

      GENERAL
CABLE INVESTMENTS LIMITED

       

      GENERAL
CABLE LIMITED

       

      GENERAL
CABLE PROGRAMMING LIMITED

       

      HALIFAX
CABLE COMMUNICATIONS LIMITED

       

      HIERONYMOUS
LIMITED

       

      IMMINUS
(IRELAND) LIMITED

       

      IMMINUS
LIMITED

       

      INTERACTIVE
DIGITAL SALES LIMITED

       

      IVS CABLE
HOLDINGS LIMITED

       

      LEWIS
REED DEBT RECOVERY LIMITED

       

      LIVING TV
LIMITED

       

      MATCHCO
DIRECTORS LIMITED

       

      MATCHCO
LIMITED

       

      MATCHCO
SECRETARIES LIMITED

       

      MAYFAIR
WAY MANAGEMENT LIMITED

       

      MIDDLESEX
CABLE LIMITED

       

      MINOTAUR
INTERNATIONAL LIMITED

       

      MIXMAX
LIMITED

       

      NETWORK
GAMING CONSULTING LIMITED

       

      NORTHERN
CREDIT LIMITED

       

      PERTH
CABLE TELEVISION LIMITED

       

      RAPID
BANKING SOLUTIONS LIMITED

       

      RAPID
BUSINESS SOLUTIONS LIMITED

       

      RAPID
PERSONAL DIGITAL SOLUTIONS LIMITED

       

      RAPID
TRAVEL SOLUTIONS LIMITED

       

      ROTHERHAM
CABLE COMMUNICATIONS LIMITED

       

      SCREENSHOP
LIMITED

       

      SHEFFIELD
CABLE COMMUNICATIONS LIMITED

       

      SIT-UP
LIMITED

       

      SMASHEDATOM
LIMITED

       

      SOUTHWESTERN
BELL INTERNATIONAL HOLDINGS LIMITED

       

      START!
GAMES LIMITED

       

      SUPPORTHAVEN
PUBLIC LIMITED COMPANY

       

      TAKE FOUR
BV

       

      TELEWEST
CARRIER SERVICES LIMITED

       

      TELEWEST
COMMUNICATIONS (CENTRAL LANCASHIRE) LIMITED

       

      TELEWEST
COMMUNICATIONS (COTSWOLDS) LIMITED

       

      TELEWEST
COMMUNICATIONS (CUMBERNAULD) LIMITED

       

      TELEWEST
COMMUNICATIONS (DUMBARTON) LIMITED

       

      TELEWEST
COMMUNICATIONS (DUNDEE & PERTH) LIMITED

       

      TELEWEST
COMMUNICATIONS (EAST LOTHIAN AND FIFE) LIMITED

       

      TELEWEST
COMMUNICATIONS (FALKIRK) LIMITED

       

      TELEWEST
COMMUNICATIONS (FYLDE & WYRE) LIMITED

       

      TELEWEST
COMMUNICATIONS (GLENROTHES) LIMITED

       

      TELEWEST
COMMUNICATIONS (INTERNET) LIMITED

       

      TELEWEST
COMMUNICATIONS (LIVERPOOL) LIMITED

       

      TELEWEST
COMMUNICATIONS (LONDON SOUTH) LIMITED

       

      TELEWEST
COMMUNICATIONS (MIDLANDS AND NORTH WEST) LIMITED

       

      TELEWEST
COMMUNICATIONS (MIDLANDS) LIMITED

       

      TELEWEST
COMMUNICATIONS (MOTHERWELL) LIMITED

       

      TELEWEST
COMMUNICATIONS (NOMINEES) LIMITED

       

      TELEWEST
COMMUNICATIONS (NORTH EAST) LIMITED

       

      TELEWEST
COMMUNICATIONS (NORTH WEST) LIMITED

       

      TELEWEST
COMMUNICATIONS (PUBLICATIONS) LIMITED

       

      TELEWEST
COMMUNICATIONS (SCOTLAND HOLDINGS) LIMITED

       

      TELEWEST
COMMUNICATIONS (SCOTLAND) LIMITED

       

      TELEWEST
COMMUNICATIONS (SOUTH EAST) LIMITED

       

      TELEWEST
COMMUNICATIONS (SOUTH THAMES ESTUARY) LIMITED

       

      TELEWEST
COMMUNICATIONS (SOUTH WEST) LIMITED

       

      TELEWEST
COMMUNICATIONS (SOUTHPORT) LIMITED

       

      TELEWEST
COMMUNICATIONS (ST HELENS & KNOWSLEY) LIMITED

       

      TELEWEST
COMMUNICATIONS (TAUNTON & BRIDGWATER) LIMITED

       

      TELEWEST
COMMUNICATIONS (TELFORD) LIMITED

       

      TELEWEST
COMMUNICATIONS (TYNESIDE) LIMITED

       

      TELEWEST
COMMUNICATIONS (WIGAN) LIMITED

       

      TELEWEST
COMMUNICATIONS CABLE LIMITED

       

      TELEWEST
COMMUNICATIONS GROUP LIMITED

       

      TELEWEST
COMMUNICATIONS HOLDCO LIMITED

       

      TELEWEST
COMMUNICATIONS HOLDINGS LIMITED

       

      TELEWEST
COMMUNICATIONS NETWORKS LIMITED

       

      TELEWEST
COMMUNICATIONS SERVICES LIMITED

       

      TELEWEST
DIRECTORS LIMITED

       

      TELEWEST
FINANCE CORPORATION

       

      TELEWEST
GLOBAL FINANCE LLC

       

      TELEWEST
HEALTH TRUSTEES LIMITED

       

      TELEWEST
LIMITED

       

      TELEWEST
PARLIAMENTARY HOLDINGS LIMITED

       

      TELEWEST
SHARE TRUST LIMITED

       

      TELEWEST
TRUSTEES LIMITED

       

      TELEWEST
UK LIMITED

       

      TELEWEST
WORKWISE LIMITED

       

      TELSO
COMMUNICATIONS LIMITED

       

      THE CABLE
CORPORATION EQUIPMENT LIMITED

       

      THE CABLE
CORPORATION LIMITED

       

      THE CABLE
EQUIPMENT STORE LIMITED

       

      THE NORTH
LONDON CHANNEL LIMITED

       

      THE
YORKSHIRE CABLE GROUP LIMITED

       

      THESEUS
NO.1 LIMITED

       

      THESEUS
NO.2 LIMITED

       

      TROUBLE
TV LIMITED

       

      TVS
PENSION FUND TRUSTEES LIMITED

       

      TVS
TELEVISION LIMITED

       

      UNITED
ARTISTS INVESTMENTS LIMITED

       

      VIRGIN
MEDIA TELEVISION LIMITED (FORMERLY KNOWN AS FLEXTECH TELEVISION
LIMITED)

       

      WAKEFIELD
CABLE COMMUNICATIONS LIMITED

       

      PINNACLE
DEBT RECOVERY LIMITED

       

      WINDSOR
TELEVISION LIMITED

       

      YORKSHIRE
CABLE COMMUNICATIONS LIMITED

       

      YORKSHIRE
CABLE FINANCE LIMITED

       

      YORKSHIRE
CABLE LIMITED

       

      YORKSHIRE
CABLE PROPERTIES LIMITED

       

      YORKSHIRE
CABLE TELECOM LIMITED

       

      PARTNERSHIPS
AND JOINT VENTURES

       

      AVON
CABLE JOINT VENTURE

       

      AVON
CABLE LIMITED PARTNERSHIP

       

      COTSWOLDS
CABLE LIMITED PARTNERSHIP

       

      EDINBURGH
CABLE LIMITED PARTNERSHIP

       

      ESTUARIES
CABLE LIMITED PARTNERSHIP

       

      LONDON
SOUTH CABLE PARTNERSHIP

       

      TELEWEST
COMMUNICATIONS (LONDON SOUTH) JOINT VENTURE

       

      TELEWEST
COMMUNICATIONS (SOUTH EAST) PARTNERSHIP

       

      TCI/US
WEST CABLE COMMUNICATIONS GROUP

       

      TELEWEST
COMMUNICATIONS (COTSWOLDS) VENTURE

       

      TELEWEST
COMMUNICATIONS (NORTH EAST) PARTNERSHIP

       

      TELEWEST
COMMUNICATIONS (SCOTLAND) VENTURE

       

      TELEWEST
COMMUNICATIONS (SOUTH EAST) PARTNERSHIP

       

      TYNESIDE
CABLE LIMITED PARTNERSHIP

       

      UNITED
CABLE (LONDON SOUTH) LIMITED PARTNERSHIP

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      PART 3 - MEMBERS OF
THE NTL GROUP

       

      ANDOVER
CABLEVISION LIMITED

       

      ANGLIA
CABLE COMMUNICATIONS LIMITED

       

      BEARSDEN
NOMINEES, INC

       

      BERKHAMSTED
PROPERTIES & BUILDING CONTRACTORS LIMITED

       

      CABLE
TELEVISION LIMITED

       

      CABLE
THAMES VALLEY LIMITED

       

      CABLETEL
(UK) LIMITED

       

      CABLETEL
CARDIFF LIMITED

       

      CABLETEL
CENTRAL HERTFORDSHIRE LIMITED

       

      CABLETEL
HERTFORDSHIRE LIMITED

       

      CABLETEL
HERTS AND BEDS LIMITED

       

      CABLETEL
INVESTMENTS LIMITED

       

      CABLETEL
NEWPORT

       

      CABLETEL
NORTH BEDFORDSHIRE LIMITED

       

      CABLETEL
NORTHERN IRELAND LIMITED

       

      CABLETEL
PROGRAMMING, INC

       

      CABLETEL
SCOTLAND LIMITED

       

      CABLETEL
SURREY AND HAMPSHIRE LIMITED

       

      CABLETEL
TELECOM SUPPLIES LIMITED

       

      CABLETEL
VENTURES INC

       

      CABLETEL
WEST GLAMORGAN LIMITED

       

      CABLETEL
WEST RIDING LIMITED

       

      CAMBRIDGE
CABLE SERVICES LIMITED

       

      CAMBRIDGE
HOLDING COMPANY LIMITED

       

      CCL
CORPORATE COMMUNICATION SERVICES LIMITED

       

      CHARTWELL
INVESTORS, LP

       

      COLUMBIA
MANAGEMENT LIMITED

       

      COMMUNICATIONS
CABLE FUNDING CORP

       

      COMTEL
CABLE SERVICES LIMITED

       

      COMTEL
COVENTRY LIMITED

       

      CREDIT-TRACK
DEBT RECOVERY LIMITED

       

      DE FACTO
1159 LIMITED

       

      DIAMOND
CABLE (BASSETLAW) LIMITED

       

      DIAMOND
CABLE (BURTON-UPON-TRENT) LIMITED

       

      DIAMOND
CABLE (CHESTERFIELD) LIMITED

       

      DIAMOND
CABLE (GRANTHAM) LIMITED

       

      DIAMOND
CABLE (GRIMCLEE) LIMITED

       

      DIAMOND
CABLE (HINCKLEY) LIMITED

       

      DIAMOND
CABLE (LEICESTER) LIMITED

       

      DIAMOND
CABLE (LINCOLN) LIMITED

       

      DIAMOND
CABLE (LINCOLNSHIRE) LIMITED

       

      DIAMOND
CABLE (MANSFIELD) LIMITED

       

      DIAMOND
CABLE (MELTON MOWBRAY) LIMITED

       

      DIAMOND
CABLE (NEWARK-ON-TRENT) LIMITED

       

      DIAMOND
CABLE (RAVENSHEAD) LIMITED

       

      DIAMOND
CABLE (VALE OF BELVOIR) LIMITED

       

      DIAMOND
CABLE ACQUISITIONS LIMITED

       

      DIAMOND
CABLE COMMUNICATIONS LIMITED

       

      DIAMOND
CABLE CONSTRUCTION LIMITED

       

      DIAMOND
CABLE CPE LIMITED

       

      DIAMOND
HOLDINGS LIMITED

       

      DIAMOND
VISUAL COMMUNICATIONS LIMITED

       

      DIGITAL
TELEVISION NETWORK LIMITED

       

      DTELS
LIMITED

       

      EAST
COAST CABLE LIMITED

       

      EAST
MIDLANDS CABLE COMMUNICATIONS LIMITED

       

      EAST
MIDLANDS CABLE GROUP LIMITED

       

      EAST
MIDLANDS CABLE HOLDINGS LIMITED

       

      ENABLIS
LIMITED

       

      HEARTLAND
CABLEVISION (UK) LIMITED

       

      HEARTLAND
CABLEVISION II (UK) LIMITED

       

      HERTS
CABLE LIMITED

       

      JEWEL
HOLDINGS LIMITED

       

      LANBASE
EUROPEAN HOLDINGS LIMITED

       

      LANBASE
LIMITED

       

      LCL CABLE
(HOLDINGS) LIMITED

       

      LCL
TELEPHONES LIMITED

       

      LICHFIELD
CABLE COMMUNICATIONS LIMITED

       

      MAZA
LIMITED

       

      MERGER
SUB INC

       

      METRO
HERTFORDSHIRE LIMITED

       

      METRO
SOUTH WALES LIMITED

       

      NNS UK
HOLDINGS 1 LLC

       

      NNS UK
HOLDINGS 2, INC

       

      NORTH
CABLECOMMS HOLDINGS, INC

       

      NORTH
CABLECOMMS LLC

       

      NORTH
CABLECOMMS MANAGEMENT, INC

       

      NORTHAMPTON
CABLE TELEVISION LIMITED

       

      NTL
(AYLESBURY AND CHILTERN) LIMITED

       

      NTL (B)
LIMITED

       

      NTL (BCM
PLAN) PENSION TRUSTEES LIMITED

       

      NTL
(BROADLAND) LIMITED

       

      NTL
(CHICHESTER) LIMITED

       

      NTL (CITY
AND WESTMINSTER) LIMITED

       

      NTL
(COUNTY DURHAM) LIMITED

       

      NTL
(CRUK) LIMITED

       

      NTL (CWC
HOLDINGS)

       

      NTL (CWC)
CORPORATION LIMITED

       

      NTL (CWC)
LIMITED

       

      NTL (CWC)
MANAGEMENT LIMITED

       

      NTL (CWC)
NO 2 LIMITED

       

      NTL (CWC)
NO 3 LIMITED

       

      NTL (CWC)
NO 4 LIMITED

       

      NTL (CWC)
PROGRAMMING LIMITED

       

      NTL (CWC)
UK

       

      NTL
(EALING) LIMITED

       

      NTL
(EASTBOURNE AND HASTINGS) LIMITED

       

      NTL
(FENLAND) LIMITED

       

      NTL
(GREENWICH AND LEWISHAM) LIMITED

       

      NTL
(HAMPSHIRE) LIMITED

       

      NTL
(HARROGATE) LIMITED

       

      NTL
(HARROW) LIMITED

       

      NTL
(KENT) LIMITED

       

      NTL
(LAMBETH AND SOUTHWARK) LIMITED

       

      NTL
(LEEDS) LIMITED

       

      NTL
(NORWICH) LIMITED

       

      NTL
(PETERBOROUGH) LIMITED

       

      NTL
(SOUTH EAST) LIMITED

       

      NTL
(SOUTH HERTFORDSHIRE) LIMITED

       

      NTL
(SOUTH LONDON) LIMITED

       

      NTL
(SOUTHAMPTON AND EASTLEIGH) LIMITED

       

      NTL
(SUNDERLAND) LIMITED

       

      NTL
(THAMESMEAD) LIMITED

       

      NTL
(TRIANGLE) LLC

       

      NTL (V)
LIMITED

       

      NTL (V)
PLAN PENSION TRUSTEES LIMITED

       

      NTL
(WANDSWORTH) LIMITED

       

      NTL
(WEARSIDE) LIMITED

       

      NTL (WEST
LONDON) LIMITED

       

      NTL
(YORCAN) LIMITED

       

      NTL
(YORK) LIMITED

       

      NTL
ACQUISITION COMPANY LIMITED

       

      NTL
BOLTON CABLEVISION HOLDING COMPANY

       

      NTL
BRIGHTON LLC

       

      NTL
BROMLEY COMPANY

       

      NTL
BUSINESS (IRELAND) LIMITED

       

      NTL
BUSINESS LIMITED

       

      NTL
CABLECOMMS BOLTON

       

      NTL
CABLECOMMS BROMLEY

       

      NTL
CABLECOMMS BURY AND ROCHDALE

       

      NTL
CABLECOMMS CHESHIRE

       

      NTL
CABLECOMMS DERBY

       

      NTL
CABLECOMMS EAST LANCASHIRE

       

      NTL
CABLECOMMS GREATER MANCHESTER

       

      NTL
CABLECOMMS GROUP LIMITED

       

      NTL
CABLECOMMS GROUP, INC

       

      NTL
CABLECOMMS HOLDINGS NO 1 LIMITED

       

      NTL
CABLECOMMS HOLDINGS NO 2 LIMITED

       

      NTL
CABLECOMMS LANCASHIRE NO  1

       

      NTL
CABLECOMMS LANCASHIRE NO 2

       

      NTL
CABLECOMMS LIMITED

       

      NTL
CABLECOMMS MACCLESFIELD

       

      NTL
CABLECOMMS MANCHESTER LIMITED

       

      NTL
CABLECOMMS OLDHAM AND TAMESIDE

       

      NTL
CABLECOMMS SOLENT

       

      NTL
CABLECOMMS STAFFORDSHIRE

       

      NTL
CABLECOMMS STOCKPORT

       

      NTL
CABLECOMMS SURREY

       

      NTL
CABLECOMMS SUSSEX

       

      NTL
CABLECOMMS WESSEX

       

      NTL
CABLECOMMS WEST SURREY LIMITED

       

      NTL
CABLECOMMS WIRRAL

       

      NTL
CAMBRIDGE LIMITED

       

      NTL
CHARTWELL HOLDINGS 2, INC

       

      NTL
CHARTWELL HOLDINGS LIMITED

       

      NTL
CHARTWELL HOLDINGS, INC

       

      NTL
COMMUNICATIONS SERVICES LIMITED

       

      NTL
DARLINGTON LIMITED

       

      NTL DERBY
CABLEVISION HOLDING COMPANY

       

      NTL
DIGITAL (US), INC

       

      NTL
DIGITAL VENTURES LIMITED

       

      NTL
EQUIPMENT NO 1 LIMITED

       

      NTL
EQUIPMENT NO 2 LIMITED

       

      NTL
FAWNSPRING LIMITED

       

      NTL
FINANCE LIMITED

       

      NTL
FUNDING LIMITED

       

      NTL
GLASGOW

       

      NTL
GLASGOW HOLDINGS LIMITED

       

      NTL
HOLDINGS (BROADLAND) LIMITED

       

      NTL
HOLDINGS (EAST LONDON) LIMITED

       

      NTL
HOLDINGS (FENLAND) LIMITED

       

      NTL
HOLDINGS (LEEDS) LIMITED

       

      NTL
HOLDINGS (NORWICH) LIMITED

       

      NTL
HOLDINGS (PETERBOROUGH) LIMITED

       

      NTL
INTERNATIONAL SERVICES, INC

       

      NTL
INTERNET LIMITED

       

      NTL
INTERNET SERVICES LIMITED

       

      NTL IRISH
HOLDINGS LIMITED

       

      NTL
KIRKLEES

       

      NTL
KIRKLEES HOLDINGS LIMITED

       

      NTL
LIMITED

       

      NTL
MANCHESTER CABLEVISION HOLDING COMPANY

       

      NTL
MICROCLOCK SERVICES LIMITED

       

      NTL
MIDLANDS LIMITED

       

      NTL
MILTON KEYNES LIMITED

       

      NTL
NATIONAL LIMITED

       

      NTL
NATIONAL NETWORKS LIMITED

       

      NTL
NETWORKS LIMITED

       

      NTL NORTH
CABLECOMMS HOLDINGS, INC

       

      NTL NORTH
CABLECOMMS MANAGEMENT, INC

       

      NTL
PARTCHEER COMPANY LIMITED

       

      NTL
PENSION TRUSTEES LIMITED

       

      NTL
PROGRAMMING SUBSIDIARY COMPANY

       

      NTL
RECTANGLE LIMITED

       

      NTL
ROCHESTER INC

       

      NTL
SIDEOFFER LIMITED

       

      NTL
SOLENT COMPANY

       

      NTL
SOLENT TELEPHONE AND CABLE TV COMPANY LIMITED

       

      NTL SOUTH
CABLECOMMS HOLDINGS, INC

       

      NTL SOUTH
CABLECOMMS MANAGEMENT, INC

       

      NTL SOUTH
CENTRAL LIMITED

       

      NTL SOUTH
WALES LIMITED

       

      NTL
STREETUNIQUE PROJECTS LIMITED

       

      NTL
STREETUNIT PROJECTS LIMITED

       

      NTL
STREETUSUAL SERVICES LIMITED

       

      NTL
STREETVISION SERVICES LIMITED

       

      NTL
STREETVITAL SERVICES LIMITED

       

      NTL
STREETWARM SERVICES LIMITED

       

      NTL
STREETWIDE SERVICES LIMITED

       

      NTL
STRIKEAGENT TRADING LIMITED

       

      NTL
STRIKEAMOUNT TRADING LIMITED

       

      NTL
STRIKEAPART TRADING LIMITED

       

      NTL
SURREY COMPANY

       

      NTL
SUSSEX COMPANY

       

      NTL
SYSTEMS LIMITED

       

      NTL
TECHNICAL SUPPORT COMPANY LIMITED

       

      NTL
TEESSIDE LIMITED

       

      NTL
TELECOM SERVICES LIMITED

       

      NTL
TRUSTEES LIMITED

       

      NTL UK
CABLECOMMS HOLDINGS, INC

       

      NTL UK
TELEPHONE AND CABLE TV HOLDING COMPANY LIMITED

       

      NTL
VENTURES LIMITED

       

      NTL
VICTORIA LIMITED

       

      NTL
VICTORIA II LIMITED

       

      NTL
WESSEX COMPANY

       

      NTL
WESTMINSTER LIMITED

       

      NTL
WINSTON HOLDINGS LIMITED

       

      NTL
WINSTON HOLDINGS, INC

       

      NTL
WIRRAL COMPANY

       

      NTL
WIRRAL TELEPHONE AND CABLE TV COMPANY

       

      OXFORD
CABLE LIMITED

       

      PENN
SERVICES INC

       

      PROSPECTRE
LIMITED

       

      SECURE
BACKUP SYSTEMS LIMITED

       

      SOUTH
CABLECOMMS HOLDINGS, INC

       

      SOUTH
CABLECOMMS LLC

       

      SOUTH
CABLECOMMS MANAGEMENT, INC

       

      SOUTHERN
EAST ANGLIA CABLE LIMITED

       

      STAFFORD
COMMUNICATIONS LIMITED

       

      SWINDON
CABLE LIMITED

       

      TAMWORTH
CABLE COMMUNICATIONS LIMITED

       

      VIRGIN
MEDIA COMMUNICATIONS LIMITED (FORMERLY KNOWN AS NTL COMMUNICATIONS
LIMITED)

       

      VIRGIN
MEDIA DIRECTORS LIMITED (FORMERLY KNOWN AS NTL DIRECTORS LIMITED)

       

      VIRGIN
MEDIA DOVER LLC (FORMERLY KNOWN AS NTL DOVER LLC)

       

      VIRGIN
MEDIA FINANCE PLC (FORMERLY KNOWN AS NTL CABLE PLC)

       

      VIRGIN
MEDIA INVESTMENT HOLDINGS LIMITED (FORMERLY KNOWN AS NTL INVESTMENT HOLDINGS
LIMITED)

       

      VIRGIN
MEDIA LIMITED (FORMERLY KNOWN AS NTL GROUP LIMITED)

       

      VIRGIN
MEDIA SECRETARIES LIMITED (FORMERLY KNOWN AS NTL SECRETARIES
LIMITED)

       

      VIRGIN
MEDIA (UK) GROUP, INC. (FORMERLY KNOWN AS NTL (UK) GROUP, INC.)

       

      VIRGIN
NET LIMITED

       

      VISION
NETWORKS SERVICES UK LIMITED

       

      VMIH SUB
LIMITED (FORMERLY KNOWN AS NTLIH SUB LIMITED)

       

      WESSEX
CABLE LIMITED

       

      WINSTON
INVESTORS LLC

       

      WORKPLACE
TECHNOLOGIES TRUSTEES COMPANY LIMITED

       

      XL DEBT
RECOVERY AGENCY LIMITED

       

      X-TANT
LIMITED

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
10


       

      EXISTING
ENCUMBRANCES

       

      PART 1 - EXISTING
ENCUMBRANCES

       

      
        	
                1A.

              	
                Existing
      Encumbrances required to be discharged on or immediately after first
      Utilisation:

              


      

       

      
        
          
            
              
                
                  
                    	
                            No.

                          	
                            Name
      of Security Document

                          
	
                            1.

                          	
                            A
      Composite Debenture dated 13 April 2004 granted by each of the companies
      listed therein in favour of Credit Suisse First Boston, as security
      trustee, in respect of such companies right, title and interest in certain
      assets.

                          
	
                            2.

                          	
                            A
      Share Charge Agreement dated 13 April 2004 granted by the Parent in favour
      of Credit Suisse First Boston, as security trustee, in respect of all of
      its shares in NTL.

                          
	
                            3

                          	
                            An
      Equitable Charge of Intercompany Receivables dated 13 April 2004 granted
      by the Parent in favour of Credit Suisse First Boston, as security
      trustee, in respect of receivables arising under any financial
      indebtedness owed to it by NTL.

                          
	
                            4.

                          	
                            Scottish
      Standard Securities dated 14 April 2004 granted by each of CabelTel (UK)
      Limited and National Transcommunications Limited in favour of Credit
      Suisse First Boston, as security trustee, in respect of certain properties
      located in Scotland.

                          
	
                            5.

                          	
                            A
      Scottish Share Pledge dated 14 April 2004 granted by each of Virgin Media
      Limited (formerly known as NTL Group Limited) and NTL Glasgow in favour of
      Credit Suisse First Boston, as security trustee, in respect of their
      respective shares in certain companies incorporated in Scotland and
      referred to therein.

                          
	
                            6.

                          	
                            An
      Indenture of Mortgage dated 13 April 2004 granted by each of National
      Transcommunications Limited and CabelTel Northern Ireland Limited in
      favour of Credit Suisse First Boston, as security trustee, in respect of
      certain properties located in Northern Ireland.

                          
	
                            7.

                          	
                            A
      Share Charge Agreement dated 13 April 2004 granted by certain companies
      listed therein incorporated in the United States of America in favour of
      Credit Suisse First Boston, as security trustee, in respect of their
      rights and interests in shares of certain companies incorporated in
      England and Wales and referred to therein.

                          
	
                            8.

                          	
                            A
      US Share Pledge Agreement dated 13 April 2004 granted by certain companies
      listed therein in favour of Credit Suisse First Boston, as security
      trustee, in respect of their rights and interests in the shares in any of
      certain companies established in the United States of America and referred
      to therein.

                          
	
                            9.

                          	
                            A
      US Security Agreement dated 13 April 2004 granted by certain companies
      listed therein in favour of Credit Suisse First Boston, as security
      trustee, in respect of certain of their assets specified
      therein.

                          
	
                            10.

                          	
                            A
      Bank Account Assignment dated 12 May 2004 granted by Virgin Media
      Investment Holdings Limited (formerly known as NTL Investment Holdings
      Limited) in favour of Credit Suisse First Boston, as security trustee, in
      respect of a blocked account maintained for the purposes of the Existing
      NTL Senior Credit Facilities Agreement.

                          
	
                            11.

                          	
                            A
      Debenture dated 24 June 2004 granted by certain companies listed therein
      in favour of Credit Suisse First Boston, as security trustee, in respect
      of such companies rights, title and interest in certain
      assets.

                          
	
                            12.

                          	
                            A
      Share Charge dated 24 June 2004 granted by NTL (Triangle) LLC in favour of
      Credit Suisse First Boston, as security trustee, in respect of certain
      shares referred to therein.

                          
	
                            13.

                          	
                            An
      Irish Composite Debenture dated 24 June 2004 granted by certain companies
      listed therein in favour of Credit Suisse First Boston, as security
      trustee, in respect of such companies rights, title and interest in
      certain assets.

                          
	
                            14.

                          	
                            An
      Irish Charge on Shares dated 24 June 2004 granted by NTL (Triangle) LLC in
      favour of Credit Suisse First Boston, as security trustee, in respect of
      certain shares and derivative assets.

                          
	
                            15.

                          	
                            A
      US Joinder Agreement dated 24 June 2004 between NTL Group Ltd and Credit
      Suisse First Boston, as security trustee, by which NTL Group Ltd became a
      pledgor under the US Share Pledge Agreement dated 13 April
      2004.

                          
	
                            16.

                          	
                            A
      US Joinder Agreement dated 24 June 2004 between NTL (Triangle) LLC and
      Credit Suisse First Boston, as security trustee, by which NTL (Triangle)
      LLC became a debtor under the US Security Agreement dated 13 April
      2004.

                          
	
                            17.

                          	
                            A
      Debenture dated 8 November 2004 granted by Virgin Net Limited in favour of
      Credit Suisse First Boston, as security trustee, in respect of its rights,
      title and interest in certain assets.

                          
	
                            18.

                          	
                            A
      Debenture dated 8 November 2004 granted by NTL Internet Services Limited
      in favour of Credit Suisse First Boston, as security trustee, in respect
      of its rights, titles and interest in certain assets.

                          
	
                            19.

                          	
                            A
      Debenture dated 30 November 2004 granted by NTL National Networks Limited
      in favour of Credit Suisse First Boston, as security trustee, in respect
      of its rights, titles and interest in certain assets.

                          
	
                            20.

                          	
                            A
      Debenture dated 23 December 2004 granted by NTL Irish Holdings Limited in
      favour of Credit Suisse First Boston, as security trustee, in respect of
      its rights, title and interest in certain assets.

                          
	
                            21.

                          	
                            A
      Debenture dated 23 December 2004 granted by De Facto 1183 Limited in
      favour of Credit Suisse First Boston, as security trustee, in respect of
      its rights, title and interest in certain assets.

                          
	
                            22.

                          	
                            A
      Share Charge Agreement dated 23 December 2004 granted by NTL (Triangle)
      LLC in favour of Credit Suisse First Boston, as security trustee, in
      respect of certain shares referred to therein.

                          
	
                            23.

                          	
                            Supplemental
      Debenture dated 21 March 2005 granted by Virgin Media Limited (formerly
      known as NTL Group Limited) in favour of Credit Suisse First
      Boston, as security trustee, in respect of its rights, title and
      interest in certain assets.

                          
	
                            24.

                          	
                            Bank
      Account Assignment dated 31 May 2005 granted by Virgin Media
      Investment Holdings Limited (formerly known as NTL Investment Holdings
      Limited) in favour of Credit Suisse First
      Boston, as security trustee, in respect of certain bank accounts
      referred to therein.

                          
	
                            25.

                          	
                            An
      Irish Debenture dated 30 November 2004 granted by NTL Irish Networks
      Limited in favour Credit Suisse First Boston, as security trustee, in
      respect of its rights, title and interest in certain
    assets.

                          
	
                            26.

                          	
                            An
      Irish Charge on Shares granted by NTL (Chichester) Limited in favour of
      Credit Suisse First Boston, as security trustee, in respect of certain
      shares referred to therein.

                          
	
                            27.

                          	
                            An
      Irish Charge on Shares granted by NTL Irish Holdings Limited in favour of
      Credit Suisse First Boston, as security trustee, in respect of certain
      shares referred to therein.

                          
	
                            28.

                          	
                            A
      Composite Debenture dated 21 December 2004 granted by certain companies
      incorporated in England and Wales, Scotland and Jersey and listed therein
      in favour of Barclays Bank Plc, as security trustee, in respect of such
      companies rights, title and interest in certain assets.

                          
	
                            29.

                          	
                            A
      Share Charge Agreement dated 21 December 2004 granted by Telewest UK in
      favour of Barclays Bank Plc, as security trustee, in respect of all of its
      shares in TCN.

                          
	
                            30.

                          	
                            An
      Assignment of Loans dated 21 December 2004 granted by Telewest UK in
      favour of Barclays Bank Plc, as security trustee, in respect of
      receivables arising under any financial indebtedness owed to it by certain
      members of the TCN group.

                          
	
                            31.

                          	
                            A
      US Pledge Agreement dated 21 December 2004 granted by Telewest Global
      Finance LLC in favour of Barclays Bank Plc, as security trustee, in
      respect of all its rights, title and interest in and under certain
      notes.

                          
	
                            32.

                          	
                            A
      Charge over Bank Account dated 21 December 2004 granted by the TCN in
      favour of Barclays Bank Plc, as security trustee, in respect of a blocked
      account.

                          
	
                            33.

                          	
                            A
      US Share Pledge Agreement dated 21 December 2004 granted by TCN in favour
      of Barclays Bank Plc, as security trustee, in respect of all of its shares
      in Telewest Global Finance LLC.

                          
	
                            34.

                          	
                            A
      US Reimbursement and Contribution Agreement dated 21 December 2004 between
      TCN and certain partnerships formed in the State of Colorado listed
      therein.

                          
	
                            35.

                          	
                            A
      Scottish Bond and Floating Charge dated 21 December 2004 granted by
      Telewest Communications (Scotland) Limited in favour of the Barclays Bank
      Plc, as security trustee, in respect of its rights, title and interest in
      certain assets.

                          
	
                            36.

                          	
                            A
      Scottish Bond and Floating Charge dated 21 December 2004 granted by
      Telewest Communications (Scotland Holdings) Limited in favour of the
      Barclays Bank Plc, as security trustee, in respect of its rights, title
      and interest in certain assets.

                          
	
                            37.

                          	
                            A
      Scottish Bond and Floating Charge dated 21 December 2004 granted by
      Telewest Communications (Dundee & Perth) Limited in favour of the
      Barclays Bank Plc, as security trustee, in respect of its rights, title
      and interest in certain assets.

                          
	
                            38.

                          	
                            A
      Scottish Bond and Floating Charge dated 21 December 2004 granted by
      Telewest Communications (Motherwell Limited) in favour of the Barclays
      Bank Plc, as security trustee, in respect of its rights, title and
      interest in certain assets.

                          
	
                            39.

                          	
                            A
      Scottish Share Pledge dated 21 December 2004 granted by Telewest Limited
      in favour of Barclays Bank Plc, as security trustee, in respect of its
      rights and interests in the shares in certain companies incorporated in
      Scotland and referred to therein.

                          
	
                            40.

                          	
                            A
      Scottish Share Pledge dated 21 December 2004 granted by Telewest
      Communications (Scotland Holdings) Limited in favour of Barclays Bank Plc,
      as security trustee, in respect of its rights and interests in the shares
      in certain companies incorporated in Scotland and referred to
      therein.

                          
	
                            41.

                          	
                            A
      Jersey Share Pledge dated 21 December 2004 granted by Birmingham Cable
      Limited in favour of Barclays Bank Plc, as security trustee, in respect of
      its rights and interests in the shares in Birmingham Cable Finance
      Limited.

                          
	
                            42.

                          	
                            A
      US Pledge and Security Agreement dated 21 December 2004 granted by each of
      TCI/US West Cable Communications Group, Theseus No.1 Limited and Theseus
      No.2 Limited (together, the “Pledgors”) in favour of
      Barclays Bank Plc, as security trustee, in respect of the shares in Avon
      Cable Limited Partnership.

                          
	
                            43.

                          	
                            A
      US Pledge and Security Agreement dated 21 December 2004 granted by each of
      the Pledgors in favour of Barclays Bank Plc, as security trustee, in
      respect of the shares in Cotswolds Cable Limited
    Partnership.

                          
	
                            44.

                          	
                            A
      US Pledge and Security Agreement dated 21 December 2004 granted by each of
      the Pledgors in favour of Barclays Bank Plc, as security trustee, in
      respect of the shares in Edinburgh Cable Limited
    Partnership.

                          
	
                            45.

                          	
                            A
      US Pledge and Security Agreement dated 21 December 2004 granted by each of
      the Pledgors in favour of Barclays Bank Plc, as security trustee, in
      respect of the shares in Estuaries Cable Limited
    Partnership.

                          
	
                            46.

                          	
                            A
      US Pledge and Security Agreement dated 21 December 2004 granted by the
      Pledgors in favour of Barclays Bank Plc, as security trustee, in respect
      of the shares in Tyneside Cable Limited Partnership.

                          
	
                            47.

                          	
                            A
      US Pledge and Security Agreement dated 21 December 2004 granted by the
      Pledgors in favour of Barclays Bank Plc, as security trustee, in respect
      of the shares in United Cable (London South) Limited
      Partnership.

                          
	
                            48.

                          	
                            A
      US Pledge and Security Agreement dated 21 December 2004 granted by Theseus
      No. 1 Limited and Theseus No. 2 Limited in favour of Barclays Bank Plc, as
      security trustee, in respect of the shares in TCI/US West Cable
      Communications Group.

                          
	
                            49.

                          	
                            A
      US Pledge and Security Agreement dated 21 December 2004 granted by United
      Cable (London South) Limited Partnership and Crystal Palace Radio Limited
      in favour of Barclays Bank Plc, as security trustee, in respect of the
      shares in London South Cable Partnership.

                          
	
                            50.

                          	
                            A
      Composite Debenture dated 10 May 2005 granted by Flextech Broadband
      Limited, Flextech Broadcasting Limited and the companies listed therein in
      favour of Barclays Bank Plc, as security trustee, in respect of such
      companies rights, title and interest in certain assets.

                          
	
                            51.

                          	
                            A
      Security Account Charge dated 24 May 2005 granted by Flextech Broadband
      Limited in favour of Barclays Bank Plc, as security trustee, in respect of
      certain bank accounts.

                          
	
                            52.

                          	
                            A
      Debenture dated 4 August 2005 granted by Sit-Up Limited in favour of
      Barclays Bank Plc, as security trustee, in respect of its rights, title
      and interest in certain assets.

                          
	
                            53.

                          	
                            Pledge
      Agreement dated 30 December 2004 granted by Telewest Communications
      Networks Limited in favour of Barclays Bank Plc.

                          
	
                            54.

                          	
                            Security
      Account Charge dated 21 December 2004 granted by Telewest Communications
      Networks Limited in favour of Barclays Bank Plc.

                          
	
                            55.

                          	
                            Composite
      Debenture dated 21 December 2004 granted by Telewest Communications
      Networks Limited in favour of Barclays Bank Plc.

                          
	
                            56.

                          	
                            New
      Composite Guarantee and Debenture dated 14 July 2004 granted by Telewest
      Communications Networks Limited in favour of CIBC World Markets
      Plc.

                          
	
                            57.

                          	
                            Guarantee
      and Debenture dated 16 March 2001 granted by Telewest Communications
      Networks Limited in favour of CIBC World Markets Plc.

                          
	
                            58.

                          	
                            Guarantee
      and Debenture dated 20 May 1999 granted by Yorkshire Cable Properties
      Limited in favour of CIBC World Markets Plc.

                          
	
                            59.

                          	
                            Debenture
      dated 8 November 2004 granted by Virgin Net Limited in favour of Credit
      Suisse First Boston.

                          
	
                            60.

                          	
                            Rent
      Deposit Deed dated 19 April 1999 granted by Virgin Net Limited in favour
      of AT&T (UK) Limited.

                          
	
                            61.

                          	
                            Standard
      Security dated 27 January 2005 granted by NTL National Networks Limited in
      favour of Credit Suisse First Boston.

                          
	
                            62.

                          	
                            Debenture
      granted by VMIH Sub Limited (formerly known as NTLIH Sub
      Limited).

                          
	
                            63.

                          	
                            Assignment
      of Bank Account dated 31 May 2005 granted by Virgin Media Investment
      Holdings Limited (formerly known as NTL Investment Holdings Limited) in
      favour of Credit Suisse First Boston.

                          
	
                            64.

                          	
                            Assignment
      of Bank Account dated 12 May 2004 granted by Virgin Media Investment
      Holdings Limited (formerly known as NTL Investment Holdings Limited) in
      favour of Credit Suisse First Boston.

                          
	
                            65.

                          	
                            Debenture
      dated 13 April 2004 granted by Virgin Media Investment Holdings Limited
      (formerly known as NTL Investment Holdings Limited) in favour of Credit
      Suisse First Boston.

                          
	
                            66.

                          	
                            Debenture
      dated 3 October 2000 granted by Virgin Media Investment Holdings Limited
      (formerly known as NTL Investment Holdings Limited) in favour of Chase
      Manhattan International Limited.

                          
	
                            67.

                          	
                            Assignment
      of Loans dated 21 December 2004 granted by Telewest UK Limited in favour
      of Barclays Bank Plc.

                          
	
                            68.

                          	
                            Charge
      Over Shares dated 21 December 2004 granted by Telewest UK Limited in
      favour of Barclays Bank
Plc.

                          


                  

                

              

            

          

        

      

       

       

      
        
          
            
              
                
                  
                    	
                            CHARGOR

                          	
                            DATE

                          	
                            BENEFICIARY

                          	
                            SUMMARY

                          
	
                            Cable
      Corporation Limited (The)

                          	
                            18.05.99

                          	
                            Lloyds
      (Nimrod) Specialist Finance Limited

                          	
                            Collateral
      Account Security Assignment in favour of Lloyds (Nimrod) Specialist
      Finance Limited created 18.05.1999

                             

                            AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      under or in connection with any of the Lease documents

                             

                            SHORT
      PARTICULARS: The Assignor assigns and agrees to assign the Lessor
      Collateral Account and the deposit (the deposit being all sums standing to
      the credit of the Collateral Account)

                          
	
                            General
      Cable Limited

                          	
                            25.05.95

                          	
                            Crosby
      Sterling Limited

                          	
                            Charge
      on cash deposit in favour of Crosby Sterling Limited created
      25.05.1995

                             

                            AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      under the terms of the Option Agreement or Charge

                             

                            SHORT
      PARTICULARS: The Chargor charges the deposit by way of first fixed charge
      in favour of the Chargee.

                          
	
                            The
      Yorkshire Cable Group Limited

                          	
                            18.05.99

                          	
                            Lloyds
      (Nimrod) Specialist Finance Limited

                          	
                            Collateral
      Account Security Assignment in favour of Lloyds (Nimrod) Specialist
      Finance Limited created 18.05.1999

                             

                            AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      under or in connection with any of the Lease documents

                             

                            SHORT
      PARTICULARS: The Assignor assigns and agrees the assign the Lessor
      Collateral Account and the deposit

                          
	
                            The
      Yorkshire Cable Group Limited

                          	
                            18.05.99

                          	
                            Lombard
      Commercial Limited

                          	
                            Collateral
      Account Security Assignment in favour of Lombard Commercial Limited
      created 18.05.1999

                             

                            AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      under or in connection with any of the Lease documents

                             

                            SHORT
      PARTICULARS: The Assignor assigns and agrees to assign the Lessor
      Collateral Account and the
deposit

                          


                  

                

              

            

          

        

      

      


       

      
        	
                1B.

              	
                Existing
      Encumbrances not required to be
discharged.

              


      

       

      
        	
                 
      

              	
                [TELEWEST]

              


      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  	
                                                                          I.

                                                                        	
                                                                          July
      2004 Documents

                                                                        
	 	 
	
                                                                          1.

                                                                        	
                                                                          New
      Composite Guarantee and Debenture dated 14 July 2004 granted by TCN and
      certain Subsidiaries and associated partnerships of TCN in favour of CIBC
      World Markets PLC as security trustee to the extent representing the
      obligations of those chargors that are Original
  Guarantors

                                                                        
	 	 
	
                                                                          2.

                                                                        	
                                                                          Bond
      and Floating Charge (Scotland) dated 14 July 2004 granted by Telewest
      Communications (Scotland Holdings) Limited in favour of CIBC World Markets
      PLC as security trustee.

                                                                        
	 	 
	
                                                                          3.

                                                                        	
                                                                          Bond
      and Floating Charge (Scotland) dated 14 July 2004 granted by Telewest
      Communications (Scotland) Limited in favour of CIBC World Markets PLC as
      security trustee.

                                                                        
	 	 
	
                                                                          4.

                                                                        	
                                                                          Bond
      and Floating Charge (Scotland) dated 14 July 2004 granted by Telewest
      Communications (Dundee & Perth) Limited in favour of CIBC World
      Markets PLC as security trustee.

                                                                        
	 	 
	
                                                                          5.

                                                                        	
                                                                          Bond
      and Floating Charge (Scotland) dated 14 July 2004 granted by Telewest
      Communications (Motherwell) Limited in favour of CIBC World Markets PLC as
      security trustee.

                                                                        
	 	 
	
                                                                          6.

                                                                        	
                                                                          Pledge
      and Security Agreement (US) dated 14 July 2004 granted by TCI/US West
      Cable Communications Group and others in favour of CIBC World Markets PLC
      as security trustee regarding interests in Avon Cable Limited
      Partnership.

                                                                        
	 	 
	
                                                                          7.

                                                                        	
                                                                          Pledge
      and Security Agreement (US) dated 14 July 2004 granted by TCI/US West
      Cable Communications Group and others in favour of CIBC World Markets PLC
      as security trustee regarding interests in Cotswolds Cable Limited
      Partnership.

                                                                        
	 	 
	
                                                                          8.

                                                                        	
                                                                          Pledge
      and Security Agreement (US) dated 14 July 2004 granted by TCI/US West
      Cable Communications Group and others in favour of CIBC World Markets PLC
      as security trustee regarding interests in Edinburgh Cable Limited
      Partnership.

                                                                        
	 	 
	
                                                                          9.

                                                                        	
                                                                          Pledge
      and Security Agreement (US) dated 14 July 2004 granted by TCI/US West
      Cable Communications Group and others in favour of CIBC World Markets PLC
      as security trustee regarding interests in Estuaries Cable Limited
      Partnership.

                                                                        
	 	 
	
                                                                          10

                                                                        	
                                                                          Pledge
      and Security Agreement (US) dated 14 July 2004 granted by TCI/US West
      Cable Communications Group and others in favour of CIBC World Markets PLC
      as security trustee regarding interests in Tyneside Cable Limited
      Partnership.

                                                                        
	 	 
	
                                                                          11.

                                                                        	
                                                                          Pledge
      and Security Agreement (US) dated 14 July 2004 granted by TCI/US West
      Cable Communications Group and others in favour of CIBC World Markets PLC
      as security trustee regarding interests in United Cable (London South)
      Limited Partnership.

                                                                        
	 	 
	
                                                                          12.

                                                                        	
                                                                          Pledge
      and Security Agreement (US) dated 14 July 2004 granted by Theseus No.1 and
      Theseus No.2 in favour of CIBC World Markets PLC as security trustee
      regarding interests in TCI/US West Cable Communications
    Group.

                                                                        
	 	 
	
                                                                          13.

                                                                        	
                                                                          Pledge
      and Security Agreement (US) dated 14 July 2004 granted by United Cable
      (London South) Limited Partnership and Crystal Palace Radio Limited in
      favour of CIBC World Markets PLC as security trustee regarding interests
      in London South Cable Partnership.

                                                                        
	 	 
	
                                                                          14.

                                                                        	
                                                                          Amended
      and Restated Reimbursement and Contribution Agreement dated 14 July 2004
      and made between TCN, Avon Cable Limited Partnership, Cotswolds Cable
      Limited Partnership, Edinburgh Cable Limited Partnership, Estuaries Cable
      Limited Partnership, TCI/US West Cable Communications Group, Tyneside
      Cable Limited Partnership, United Cable (London South) Limited Partnership
      and London South Cable Partnership.

                                                                        
	 	 
	
                                                                          II.

                                                                        	
                                                                          March
      2001 Documents

                                                                        
	 	 
	
                                                                          1.

                                                                        	
                                                                          Composite
      Guarantee and Debenture dated 16 March 2001 granted by TCN, Telewest
      Finance Corporation and certain Subsidiaries and associated partnerships
      of TCN in favour of CIBC World Markets PLC as security trustee, to the
      extent representing the obligations of those chargors that are Original
      Guarantors.

                                                                        
	 	 
	
                                                                          2.

                                                                        	
                                                                          Pledge
      and Security Agreement (US) dated 16 March 2001, as amended by a first
      amendment dated 14 July 2001, granted by TCI/US West Cable Communications
      Group and others in favour of CIBC World Markets PLC as security trustee
      regarding interests in Avon Cable Limited Partnership.

                                                                        
	 	 
	
                                                                          3.

                                                                        	
                                                                          Pledge
      and Security Agreement (US) dated 16 March 2001, as amended by a first
      amendment dated 14 July 2001, granted by TCI/US West Cable Communications
      Group and others in favour of CIBC World Markets PLC as security trustee
      regarding interests in Cotswolds Cable Limited
  Partnership.

                                                                        
	 	 
	
                                                                          4.

                                                                        	
                                                                          Pledge
      and Security Agreement (US) dated 16 March 2001, as amended by a first
      amendment dated 14 July 2001, granted by TCI/US West Cable Communications
      Group and others in favour of CIBC World Markets PLC as security trustee
      regarding interests in Edinburgh Cable Limited
  Partnership.

                                                                        
	 	 
	
                                                                          5.

                                                                        	
                                                                          Pledge
      and Security Agreement (US) dated 16 March 2001, as amended by a first
      amendment dated 14 July 2001, granted by TCI/US West Cable Communications
      Group and others in favour of CIBC World Markets PLC as security trustee
      regarding interests in Estuaries Cable Limited
  Partnership.

                                                                        
	 	 
	
                                                                          6.

                                                                        	
                                                                          Pledge
      and Security Agreement (US) dated 16 March 2001, as amended by a first
      amendment dated 14 July 2001, granted by TCI/US West Cable Communications
      Group and others in favour of CIBC World Markets PLC as security trustee
      regarding interests in Tyneside Cable Limited
  Partnership.

                                                                        
	 	 
	
                                                                          7.

                                                                        	
                                                                          Pledge
      and Security Agreement (US) dated 16 March 2001, as amended by a first
      amendment dated 14 July 2001, granted by TCI/US West Cable Communications
      Group and others in favour of CIBC World Markets PLC as security trustee
      regarding interests in United Cable (London South) Limited
      Partnership.

                                                                        
	 	 
	
                                                                          8.

                                                                        	
                                                                          Pledge
      and Security Agreement (US) dated 16 March 2001 granted by Theseus No.1
      and Theseus No.2 in favour of CIBC World Markets PLC as security trustee
      regarding interests in TCI/US West Cable Communications
    Group.

                                                                        
	 	 
	
                                                                          9.

                                                                        	
                                                                          Pledge
      and Security Agreement (US) dated 16 March 2001, as amended by a first
      amendment dated 14 July 2001, granted by United Cable (London South)
      Limited Partnership and Crystal Palace Radio Limited in favour of CIBC
      World Markets PLC as security trustee regarding interests in London South
      Cable Partnership.

                                                                        
	 	 
	
                                                                          10.

                                                                        	
                                                                          Bond
      and Floating Charge (Scotland) dated 16 March 2001 granted by Telewest
      Communications (Scotland Holdings) Limited in favour of CIBC World Markets
      PLC as security trustee.

                                                                        
	 	 
	
                                                                          11.

                                                                        	
                                                                          Bond
      and Floating Charge (Scotland) dated 16 March 2001 granted by Telewest
      Communications (Scotland) Limited in favour of CIBC World Markets PLC as
      security trustee.

                                                                        
	 	 
	
                                                                          12.

                                                                        	
                                                                          Bond
      and Floating Charge (Scotland) dated 16 March 2001 granted by Telewest
      Communications (Dundee & Perth) Limited in favour of CIBC World
      Markets PLC as security trustee.

                                                                        
	 	 
	
                                                                          13.

                                                                        	
                                                                          Bond
      and Floating Charge (Scotland) dated 16 March 2001 granted by Telewest
      Communications (Motherwell) Limited in favour of CIBC World Markets PLC as
      security trustee.

                                                                        
	 	 


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        	
                 
      

              	
                [OTHER]

              


      

       

       

      
        
          
            
              
                	
                        CHARGOR

                      	
                        DATE

                      	
                        BENEFICIARY

                      	
                        SUMMARY

                      
	
                        NTL
      (Southampton and Eastleigh) Ltd (formerly known as CWC (Southampton and
      Eastleigh) Ltd)

                      	
                        30.07.92

                      	
                        National
      Westminster Bank plc

                      	
                        Charge
      over credit balance (£135,669.35)

                      
	
                        NTL
      (South East) Ltd (formerly known as CWC (South East) Ltd)

                      	
                        06.05.97

                      	
                        NatWest
      Specialist Finance

                      	
                        Collateral
      accounts security assignment.  Part satisfied

                      
	
                        NTL
      Kirklees

                      	
                        (i)   
      31.01.97

                        (ii)  
      06.08.97

                      	
                        (i)   
      National Westminster Plc

                        (ii)  
      National Westminster Plc

                      	
                        (i)   
      Charges over credit balances

                        (ii)  
      Charges over credit balances

                      
	
                        NTL
      South Wales Limited

                      	
                        (i)   
      31.01.97

                        (ii)  
      04.06.97

                        (iii) 
      06.08.97

                      	
                        (i)   
      National Westminster Bank Plc

                        (ii)  
      National Westminster Bank Plc

                        (iii) 
      National Westminster Bank Plc

                      	
                        (i)   
      Charges over credit balances

                        (ii)  
      Charges over credit balances

                        (iii) 
      Charges over credit balances

                      
	
                        Cable
      Tel Surrey & Hampshire Limited

                      	
                        06.08.97

                      	
                        National
      Westminster Bank Plc

                      	
                        Charges
      over credit balances

                      
	
                        Cable
      Tel Herts & Beds Limited

                      	
                        06.08.97

                      	
                        National
      Westminster Bank Plc

                      	
                        Charges
      over credit balances

                      
	
                        NTL
      South Central Limited

                      	
                        14.12.93

                      	
                        Uberior
      Nominees (Gulliver D.P.U.T.) Limited

                      	
                        Deed
      of deposit

                      
	
                        Metro
      South Wales Limited

                        NTL
      Glasgow

                        Virgin
      Media Limited (formerly known as NTL Group Limited)

                        NTL
      Kirklees

                        NTL
      Midlands Limited

                        NTL
      South Wales Limited

                      	
                        20.02.97

                      	
                        National
      Westminster Bank plc

                      	
                        Account
      netting arrangement

                      
	
                        CableTel
      (Northern Ireland) Limited

                      	
                        (i)   
      06.08.97

                        (ii)  
      17.10.97

                      	
                        (i)   
      National Westminster Bank Plc

                        (ii)  
      Chase Manhattan International Limited

                               
      (now known as J.P. Morgan Europe

                               
      Limited)

                      	
                        (i)   
      Charge over deposit

                        (ii)  
      Debenture

                      
	
                        NTL
      Midlands Limited

                      	
                        27.09.94

                      	
                        National
      Westminster Bank Plc

                      	
                        Legal
      Mortgage

                      
	
                        Cable
      London Limited

                      	
                        27.07.90

                      	
                        Barclays
      Bank PLC

                      	
                        Legal
      Charge in favour of Barclays Bank PLC created 27.07.1990

                         

                        AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      on any account

                         

                        SHORT
      PARTICULARS: Television House, Clarendon Road, Turnpike Lane L/B Haringey
      T/N: NGL L29756

                      
	
                        Cable
      London Limited

                      	
                        22.10.92

                      	
                        Barclays
      Bank PLC

                      	
                        Legal
      Charge in favour of Barclays Bank PLC created 22.10.1992

                         

                        AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      on any account

                         

                        SHORT
      PARTICULARS: Land at rear of 60/70 Clarendon Road, Hornsey, Haringey,
      London, and known as Car Park No 2

                      
	
                        Cable
      London Limited

                      	
                        22.10.92

                      	
                        Barclays
      Bank PLC

                      	
                        Legal
      Charge in favour of Barclays Bank PLC created 22.10.1992

                         

                        AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      on any account

                         

                        SHORT
      PARTICULARS: Site 14, Clarendon Road Estate, Clarendon Road, Haringey,
      London T/N: NGL 361617

                      
	
                        Cable
      London Limited

                      	
                        03.01.95

                      	
                        Barclays
      Bank PLC

                      	
                        Legal
      Charge in favour of Barclays Bank PLC created 03.01.1995

                         

                        AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      on any account

                         

                        SHORT
      PARTICULARS: Car Park No 1 & No 2 60/70 (inclusive) Clarendon Road,
      L/B of Haringey

                      
	
                        Eurobell
      (Holdings) Limited

                      	
                        01.11.99

                      	
                        Lloyds
      TSB Bank plc

                      	
                        Deposit
      Agreement to Secure own Liabilities in favour of Lloyds TSB Bank Plc
      created 01.11.1999

                         

                        AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      on any account

                         

                        SHORT
      PARTICULARS: The deposit (debts on account 7955640 and interest
      due)

                      
	
                        Eurobell
      (South West) Limited

                      	
                        29.05.97

                      	
                        Lloyds
      Bank plc

                      	
                        Deposit
      Agreement to Secure own Liabilities in favour of Lloyds TSB Bank Plc
      created 29.05.1997

                         

                        AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      under or in connection with the Indemnity

                         

                        SHORT
      PARTICULARS: All such rights to the repayment of the
    deposit

                      
	
                        Eurobell
      (Sussex) Limited

                      	
                        29.05.97

                      	
                        Lloyds
      Bank plc

                      	
                        Deposit
      Agreement to secure own liabilities in favour of Lloyds Bank plc created
      29.05.1997

                         

                        AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      under or in connection with the Indemnity

                         

                        SHORT
      PARTICULARS: All such rights to the repayment of the deposit as the
      Company then had under the terms upon which the deposit was made and the
      provisions contained in the Agreement

                      
	
                        Eurobell
      (West Kent) Limited

                      	
                        29.05.97

                      	
                        Lloyds
      Bank plc

                      	
                        Deposit
      Agreement to secure own liabilities in favour of Lloyds Bank plc created
      29.05.1997

                         

                        AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      on any account

                         

                        SHORT
      PARTICULARS: All such rights to the repayment of the
    deposit

                      
	
                        Sheffield
      Cable Communications Limited

                      	
                        24.12.96

                      	
                        Barclays
      Bank PLC

                      	
                        Legal
      Charge in favour of Barclays Bank PLC created 24.12.1996

                         

                        AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      on any account

                         

                        SHORT
      PARTICULARS: L/H property K/A, 1 Chippingham Street,
    Sheffield

                      
	
                        Sheffield
      Cable Communications Limited

                      	
                        12.11.99

                      	
                        Barclays
      Bank PLC

                      	
                        Legal
      Charge in favour of Barclays Bank PLC created 12.11.1999

                         

                        AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      on any account

                         

                        SHORT
      PARTICULARS: L/Hold property known as 1.62 acres of land at Sheffield
      Technology Park, Chippenham Street, Sheffield

                      
	
                        TCN

                      	
                        15.10.04

                      	
                        Barclays
      Bank PLC

                      	
                        Deed
      of Charge over Credit Balances in favour of Barclays Bank PLC created
      15.10.2004

                         

                        AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      on any account

                         

                        SHORT
      PARTICULARS: Fixed charge over all the specified deposits together with
      all interest accruing on such deposits.  Assignment by the
      Chargor for the purposes of and to give effect to the security over the
      right of the Chargor to require repayment of such deposits and interest
      thereon

                      
	
                        Telewest
      Communications (South East) Limited

                      	
                        21.01.94

                      	
                        Electricity
      Supply Nominees Limited

                      	
                        Mortgage
      of Deposited Monies in favour of Electricity Supply Nominees Limited
      created 21.01.1994

                         

                        AMOUNT
      SECURED: The obligations covenants and liabilities of the Company to the
      Chargee under the provision of two leases

                         

                        SHORT
      PARTICULARS: A book debt in the sum of £160,000 standing to the credit of
      the company’s account

                      
	
                        Telewest
      Communications (South East) Limited

                      	
                        26.06.95

                      	
                        Electricity
      Supply Nominees Limited

                      	
                        Deed
      of Variation and Further Charge in favour of Electricity Supply Nominees
      Limited created 26.06.1995

                         

                        AMOUNT
      SECURED: The obligations covenants and liabilities of the Company to the
      Chargee under a lease dated 21 January 1995 as varied by a supplemental
      lease

                         

                        SHORT
      PARTICULARS: The book debts in the sum of £160,000 owing by Midland Bank
      Plc to the Company

                      
	
                        The
      Yorkshire Cable Group Limited

                      	
                        18.05.99

                      	
                        Robert
      Fleming Leasing (Number 4) Limited

                      	
                        Collateral
      Account Security Assignment in favour of Robert Fleming Leasing (Number 4)
      Limited created 18.05.1999

                         

                        AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      under or in connection with any of the Lease Documents

                         

                        SHORT
      PARTICULARS:  The Assignor assigns and agrees to assign the
      Lessor Collateral Account and the deposit

                      
	
                        The
      Yorkshire Cable Group Limited

                      	
                        16.03.01

                      	
                        Robert
      Fleming Leasing (Number 4) Limited

                      	
                        Collateral
      Account Security Assignment in favour of Robert Fleming Leasing (Number 4)
      Limited created 16.03.2001

                         

                        AMOUNT
      SECURED: All monies, debts, obligations and liabilities due or to become
      due from the Company to the Chargee under or in connection with any of the
      Lease Agreements to which the Company is a party

                         

                        SHORT
      PARTICULARS: All the right, title, benefit and interest of the Company in
      the Lessor Collateral Account and the deposit

                      
	
                        Windsor
      Television Limited

                      	
                        09.07.99

                      	
                        Langley
      Quay Investments Limited

                      	
                        Deed
      as to Deposit Monies in favour of Langley Quay Investments Limited created
      09.07.1999

                         

                        AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      on any account

                         

                        SHORT
      PARTICULARS: £44,000 and, in addition, all interest and other accruals
      from time to time standing to the credit of the account opened by the
      Landlord

                      
	
                        Yorkshire
      Cable Properties Limited

                      	
                        24.12.96

                      	
                        Barclays
      Bank PLC

                      	
                        Legal
      Charge in favour of Barclays Bank PLC created 24.12.1996

                         

                        AMOUNT
      SECURED: All monies due or to become due from the Company and/or The
      Yorkshire Cable Group Limited to the Chargee on any account

                         

                        SHORT
      PARTICULARS: F/H Property K/A Units 8 & 9 &10 & adjoining land
      Mayfair Business Park, Broad Lane, Bradford, West Yorkshire T/N:
      WYK510647

                      
	
                        Yorkshire
      Cable Communications Limited

                      	
                        16.06.92

                      	
                        Barclays
      Bank PLC

                      	
                        Legal
      Charge in favour of Barclays Bank PLC created 16.06.1992

                         

                        AMOUNT
      SECURED: All monies due or 

                        to
      become due from the Company to the Chargee on any account

                         

                        SHORT
      PARTICULARS: Units 8, 9, 10 and adjoining land, Mayfair Business Park,
      Sticker Lane, Bradford, West Yorkshire T/N:WYK452168

                      
	
                        Yorkshire
      Cable Communications Limited

                      	
                        24.12.96

                      	
                        Barclays
      Bank PLC

                      	
                        Legal
      Charge in favour of Barclays Bank PLC created 24.12.1996

                         

                        AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      on any account

                         

                        SHORT
      PARTICULARS: F/H Property K/A Units 4 & 5 Mayfair Business Park, Broad
      Lane, Bradford, West Yorkshire

                      
	
                        Yorkshire
      Cable Communications Limited

                      	
                        24.12.96

                      	
                        Barclays
      Bank PLC

                      	
                        Legal
      Charge in favour of Barclays Bank PLC created 24.12.1996

                         

                        AMOUNT
      SECURED: All monies due or to become due from the Company to the Chargee
      on any account

                         

                        SHORT
      PARTICULARS: L/H Property K/A Units 8 & 9 & 10 & adjoining
      land Mayfair Business Park, Broad Lane, Bradford

                      
	
                        Ed
      Stone Limited (Company no. 4170969)

                      	
                        12.12.02

                      	
                        Abbey
      National Treasury Services PLC

                      	
                        Charge
      over Cash Deposit

                      
	
                        Flextech
      Satellite Investments Limited (2710978)

                      	
                        27.08.97

                      	
                        Toronto-Dominion
      Bank

                      	
                        Charge
      and Assignment over shares in UK
Living

                      


              

            

          

        

      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      PART 2 - EXISTING
LOANS

       

      NTL

       

      
        
          
            
              
                
                  
                    	
                            Company name (Creditor)

                             

                          	
                            Balance (Debtor)

                             

                          	
                            Balance in GBP as at

                             

                            31
      December 2005

                             

                            (US
      GAAP)

                          
	
                            NTL
      (CWC)
      Limited

                          	
                            NTL
      (South Hertfordshire) Limited

                          	
                            46,201,430

                          
	 	 	 
	
                            Virgin
      Media Limited (formerly known as ntl Group Limited)

                          	
                            NTL
      (South Hertfordshire) Limited

                          	
                            315,737

                          
	 	 	 
	
                            Total

                          	 
      	
                            GBP
      46,517,167

                          


                  

                

              

            

          

        

      

      


       

      TELEWEST

       

      
        
          
            	
                    
                       

                      Company
      name (Creditor)

                    

                  	 	
                    
                       

                      Balance
      (Debtor)

                    

                  	 	
                    
                       

                      Balance
      in GBP as at

                      31
      December 2005

                      (US
      GAAP)

                    

                  
	 	 	 	 	 
	
                    Flextech
      (1992) Ltd

                  	 	
                    Actions
      Stations (Lakeside) Limited

                  	 	
                    5,879,915.00

                  
	 	 	 	 	 
	
                    Flextech
      (1992) Limited

                  	 	
                    Fleximedia
      Limited

                  	 	
                    64,045.00

                  
	 	 	 	 	 
	
                    Flextech
      Media Holdings Limited

                  	 	
                    Fleximedia
      Limited

                  	 	
                    28,238.00

                  
	 	 	 	 	 
	
                    Virgin
      Media Television Limited (formerly known as Flextech Television
      Limited)

                  	 	
                    Flextech
      Home Shopping Limited

                  	 	
                    18,184,361.00

                  
	 	 	 	 	 
	
                    Flextech
      (1992) Limited

                  	 	
                    Flextech
      Home Shopping Limited

                  	 	
                    13,400,563.57

                  
	 	 	 	 	 
	
                    Yorkshire
      Cable Communications Limited

                  	 	
                    Flextech
      Limited

                  	 	
                    98,050.36

                  
	 	 	 	 	 
	
                    Flextech
      Video Games Limited

                  	 	
                    Flextech
      Limited

                  	 	
                    2,925,695.10

                  
	 	 	 	 	 
	
                    Flextech
      Communications Limited

                  	 	
                    Flextech
      Limited

                  	 	
                    11,169.40

                  
	 	 	 	 	 
	
                    Flextech
      Rights Limited

                  	 	
                    Flextech
      Limited

                  	 	
                    1,872,000.00

                  
	 	 	 	 	 
	
                    IVS
      Cable Holdings Limited (Jersey)

                  	 	
                    Flextech
      Limited

                  	 	
                    60.00

                  
	 	 	 	 	 
	
                    Flextech
      IVS Limited

                  	 	
                    Flextech
      Limited

                  	 	
                    2,823,729.00

                  
	 	 	 	 	 
	
                    Telewest
      Communications Networks Limited

                  	 	
                    Virgin
      Media Inc. (formerly known as Telewest Global Inc.)

                  	 	
                    6,873,505.17

                  
	 	 	 	 	 
	
                    Yorkshire
      Cable Communications Limited

                  	 	
                    Smashedatom
      Limited

                  	 	
                    50.00

                  
	 	 	 	 	 
	
                    Virgin
      Media Television Limited (formerly known as Flextech Television
      Limited)

                  	 	
                    Smashedatom
      Limited

                  	 	
                    40.00

                  
	 	 	 	 	 
	
                    Yorkshire
      Cable Communications Limited

                  	 	
                    Telewest
      Communications Holdco Limited

                  	 	
                    1,545,208.21

                  
	 	 	 	 	 
	
                    Virgin
      Media Television Limited (formerly known as Flextech Television
      Limited)

                  	 	
                    Telewest
      Communications Holdco Limited

                  	 	
                    1,535,057.65

                  
	 	 	 	 	 
	
                    Yorkshire
      Cable Communications Limited

                  	 	
                    Telewest
      UK Limited

                  	 	
                    2,108,120.75

                  
	 	 	 	 	 
	
                    Total

                  	 	 
      	 	
                    GBP
      57,349,808.21

                  


          

        

      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      PART 3 - EXISTING
FINANCIAL INDEBTEDNESS

       

      NTL

       

      
        	
                1.

              	
                Existing
      NTL Senior Credit Facilities
Agreement;

              


      

       

      
        	
                2.

              	
                Existing
      High Yield Notes

              


      

       

      
        	
                3.

              	
                Lease
      Agreement dated 18 July 1999 between (1) Broadband Ventures Limited and
      (2) Westminster Cable Company
Limited;

              


      

       

      
        	
                4.

              	
                Lease
      Agreement dated 18 July 1999 between (1) Broadband Ventures Limited and
      (2) NTL Milton Keynes Limited (Milton Keynes Cable TV
      Network);

              


      

       

      
        	
                5.

              	
                Lease
      Agreement dated 18 July 1999 between (1) Broadband Ventures Limited and
      (2) NTL Milton Keynes Limited (Narrowband Cable TV
    Network);

              


      

       

      
        	
                6.

              	
                Lease
      Agreement dated 1999 between (1) Broadband Ventures Limited and (2) Comtel
      Coventry Limited;

              


      

       

      
        	
                7.

              	
                Lease
      Agreement dated 17 April 1991 between (1) British Telecommunications Plc
      and (2) Swindon Cable Limited;

              


      

       

      
        	
                8.

              	
                Master
      Lease Agreement dated 28 April 1999 between (1) Cisco Systems Capital and
      (2) X-Tant Limited;

              


      

       

      
        	
                9.

              	
                Purchase
      Lease and Support Agreement (undated) between (1) Telebit Communications
      AS and (2) X-Tant Limited;

              


      

       

      
        	
                10.

              	
                Master
      Rental Agreement dated 27 April 1999 between (1) GE Capital Equipment
      Finance Limited and (2) X-Tant
Limited;

              


      

       

      
        	
                11.

              	
                A
      Finance Lease dated 31 March 1995 between (1) Nortel Limited and (2)
      Cambridge Cable Limited;

              


      

       

      
        	
                12.

              	
                Existing
      Telewest Senior Credit Facilities
Agreement;

              


      

       

      
        	
                13.

              	
                Existing
      Telewest Second Lien Credit Facility Agreement;
  and

              


      

       

      
        	
                14.

              	
                Existing
      Flextech Senior Credit Facilities
Agreement.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TELEWEST

       

      
        
          
            
              
                	
                        Closing
      balance in GBP

                      	
                        31
      December 2005

                        (US
      GAAP)

                      
	
                        Existing
      Financial Indebtedness:

                      	 
      
	
                        Property
      mortgages

                      	 
      
	
                        Yorkshire
      Cable Communications Ltd Treasury Loan with Barclays Bank

                      	
                        445,500

                      
	
                        Sheffield
      Cable Communications Ltd Treasury Loan with Barclays Bank

                      	
                        875,911

                      
	
                        Sheffield
      Cable Communications Ltd Treasury Loan with Barclays Bank

                      	
                        2,717,679

                      
	
                        Yorkshire
      Cable Communications Ltd Commercial Mortgage with Barclays
      Bank

                      	
                        579,817

                      
	
                        Cable
      London Ltd Medium Term Loan with Barclays Bank

                      	
                        453,552

                      
	
                        Total

                      	
                        5,072,458

                      
	 
      	 
      
	
                        Finance
      lease creditors (details set out in Part 7 of this
    schedule)

                      	
                        97,269,591

                      
	 	 


              

            

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      PART 4 - EXISTING
PERFORMANCE BONDS

       

      
        NTL EXISTING PERFORMANCE BONDS

      

      
        
          
            
              
                
                  
                    
                      	  	 
      	 
      	
                              Start

                            	
                              Expiry

                            	
                              Cash

                            
	 	 	 	 	 	 
	
                              Company Name

                            	
                              Surety

                            	
                              Value - GBP

                            	
                              Date

                            	
                              Date

                            	
                              Cover

                            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                              NTL
      Glasgow

                            	
                              NatWest

                            	
                              £214,750.00

                            	
                              13/08/1997

                            	
                              Open
      Ended

                            	
                              Y

                            
	
                              NTL
      Glasgow

                            	
                              NatWest

                            	
                              £146,671.00

                            	
                              13/08/1997

                            	
                              Open
      Ended

                            	
                              Y

                            
	
                              NTL
      Glasgow

                            	
                              NatWest

                            	
                              £113,000.00

                            	
                              13/08/1997

                            	
                              Open
      Ended

                            	
                              Y

                            
	
                              NTL
      Glasgow

                            	
                              NatWest

                            	
                              £124,424.00

                            	
                              13/08/1997

                            	
                              Open
      Ended

                            	
                              Y

                            
	
                              NTL
      Glasgow

                            	
                              NatWest

                            	
                              £146,778.00

                            	
                              13/08/1997

                            	
                              Open
      Ended

                            	
                              Y

                            
	 
      	 
      	 
      	 
      	 
      	 
      
	
                              Cabletel
      Herts & Beds Ltd

                            	
                              NatWest

                            	
                              £165,000.00

                            	
                              13/08/1997

                            	
                              Open
      Ended

                            	
                              Y

                            
	
                              Cabletel
      Herts & Beds Ltd

                            	
                              NatWest

                            	
                              £151,054.00

                            	
                              13/08/1997

                            	
                              Open
      Ended

                            	
                              Y

                            
	
                              Cabletel
      Herts & Beds Ltd

                            	
                              NatWest

                            	
                              £160,710.00

                            	
                              13/08/1997

                            	
                              Open
      Ended

                            	
                              Y

                            
	
                              Cabletel
      Herts & Beds Ltd

                            	
                              NatWest

                            	
                              £183,922.00

                            	
                              13/08/1997

                            	
                              Open
      Ended

                            	
                              Y

                            
	 
      	 
      	 
      	 
      	 
      	 
      
	
                              Cabletel
      Northern Ireland Ltd

                            	
                              NatWest

                            	
                              £239,963.00

                            	
                              13/08/1997

                            	
                              Open
      Ended

                            	
                              Y

                            
	 
      	 
      	 
      	 
      	 
      	 
      
	
                              NTL
      South Wales Ltd.

                            	
                              NatWest

                            	
                              £179,737.00

                            	
                              13/08/1997

                            	
                              Open
      Ended

                            	
                              Y

                            
	
                              NTL
      South Wales Ltd.

                            	
                              NatWest

                            	
                              £136,500.00

                            	
                              13/08/1997

                            	
                              Open
      Ended

                            	
                              Y

                            
	
                              NTL
      South Wales Ltd.

                            	
                              NatWest

                            	
                              £183,500.00

                            	
                              13/08/1997

                            	
                              Open
      Ended

                            	
                              Y

                            
	
                              NTL
      South Wales Ltd.

                            	
                              NatWest

                            	
                              £142,917.00

                            	
                              13/08/1997

                            	
                              Open
      Ended

                            	
                              Y

                            
	 
      	 
      	 
      	 
      	 
      	 
      
	
                              Cabletel
      Surrey & Hampshire

                            	
                              NatWest

                            	
                              £190,000.00

                            	
                              13/08/1997

                            	
                              Open
      Ended

                            	
                              Y

                            
	 
      	 
      	 
      	 
      	 
      	 
      
	
                              NTL
      (Southampton & Eastleigh) Ltd.

                            	
                              NatWest

                            	
                              £100,000.00

                            	 
      	
                              Open
      Ended

                            	
                              Y

                            
	 
      	 
      	 
      	 
      	 
      	 
      
	
                              NTL
      South London Ltd

                            	
                              NatWest

                            	
                              £83,000.00

                            	 
      	
                              Open
      Ended

                            	
                              Y

                            
	
                              NTL
      South London Ltd

                            	
                              NatWest

                            	
                              £83,000.00

                            	 
      	
                              Open
      Ended

                            	
                              Y

                            
	
                              NTL
      South London Ltd

                            	
                              NatWest

                            	
                              £62,000.00

                            	 
      	
                              Open
      Ended

                            	
                              Y

                            
	
                              NTL
      South London Ltd

                            	
                              NatWest

                            	
                              £117,400.00

                            	 
      	
                              Open
      Ended

                            	
                              Y

                            
	
                              NTL
      South London Ltd

                            	
                              NatWest

                            	
                              £112,000.00

                            	 
      	
                              Open
      Ended

                            	
                              Y

                            
	 
      	 
      	 
      	 
      	 
      	 
      
	
                              NTL
      (West London) Ltd

                            	
                              NatWest

                            	
                              £49,333.00

                            	 
      	
                              Open
      Ended

                            	
                              Y

                            
	 
      	 
      	 
      	 
      	 
      	 
      
	
                              NTL
      South Central Ltd

                            	
                              HSBC

                            	
                              £100,000.00

                            	
                              20/03/1992

                            	
                              Open
      Ended

                            	
                              Y

                            
	
                              NTL
      South Central Ltd

                            	
                              HSBC

                            	
                              £100,000.00

                            	
                              20/03/1992

                            	
                              Open
      Ended

                            	
                              Y

                            
	
                              NTL
      South Central Ltd

                            	
                              HSBC

                            	
                              £1,000,000.00

                            	
                              20/10/1997

                            	
                              Open
      Ended

                            	
                              N

                            
	
                              NTL
      South Central Ltd

                            	
                              HSBC

                            	
                              £3,525,000.00

                            	
                              28/01/1997

                            	
                              Open
      Ended

                            	
                              N

                            
	
                              NTL
      Group Ltd

                            	
                              HSBC

                            	
                              £2,124,500.00

                            	
                              01/04/2005

                            	
                              31/03/2006

                            	
                              N

                            
	
                              NTL
      National Networks Ltd.

                            	
                              HSBC

                            	
                              £187,500.00

                            	
                              01/04/2005

                            	
                              31/03/2006

                            	
                              N

                            
	
                              NTL
      Group Ltd

                            	
                              HSBC

                            	
                              £5,136,774.00

                            	
                              29/09/2005

                            	
                              29/09/2009

                            	
                              N

                            
	
                              NTL
      Group Ltd

                            	
                              HSBC

                            	
                              £1,078,064.00

                            	
                              29/09/2005

                            	
                              29/09/2009

                            	
                              N

                            
	
                              NTL
      Group Ltd

                            	
                              HSBC

                            	
                              £2,079,070.00

                            	
                              29/09/2005

                            	
                              29/09/2009

                            	
                              N

                            
	
                              NTL
      Group Ltd

                            	
                              HSBC

                            	
                              £1,500,000.00

                            	
                              29/09/2005

                            	
                              29/09/2009

                            	
                              N

                            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                              Cabletel
      Northern Ireland Ltd

                            	
                              First
      Trust

                            	
                              £20,000.00

                            	
                              04/09/1996

                            	
                              Open
      Ended

                            	
                              N

                            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                              £19,936,567.00

                            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


                    

                  

                

              

            

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        TELEWEST EXISTING PERFORMANCE
BONDS

        
          
            
              
                	
                        Company Name

                      	
                        Surety

                      	
                         Value - GBP

                      	
                        Start

                         

                        Date

                      	
                        Expiry

                         

                        Date

                      	
                        Cash Cover

                      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Eurobell
      (Sussex) Ltd

                      	
                        Lloyds

                      	
                        £157,933.48

                      	
                        Unknown

                      	 
      	
                        Y

                      
	
                        Eurobell
      (South West) Ltd

                      	
                        Lloyds

                      	
                        £209,254.64

                      	
                        Unknown

                      	 
      	
                        Y

                      
	
                        Eurobell
      (West Kent) Ltd

                      	
                        Lloyds

                      	
                        £156,327.73

                      	
                        Unknown

                      	 
      	
                        Y

                      
	
                        Birmingham
      Cable Ltd

                      	
                        RBS

                      	
                        £75,000.00

                      	
                        30/11/2000

                      	 
      	
                        N

                      
	
                        Telewest
      Communications Group Ltd

                      	
                        Barclays

                      	
                        £35,000.00

                      	
                        05/07/2002

                      	
                        01/07/2005

                      	
                        N

                      
	
                        Telewest
      Ltd

                      	
                        Barclays

                      	
                        £1,500,000.00

                      	
                        01/06/2002

                      	
                        25/07/2006

                      	
                        N

                      
	
                        Telewest
      Communications Group Ltd

                      	
                        Barclays

                      	
                        £20,000.00

                      	
                        13/11/2000

                      	
                        Open
      Ended

                      	
                        N

                      
	
                        Telewest
      Communications Networks Ltd

                      	
                        Barclays

                      	
                        £250,000.00

                      	
                        31/08/2001

                      	
                        30/09/2005

                      	
                        N

                      
	
                        Telewest
      Communications Networks Ltd

                      	
                        Barclays

                      	
                        £700,000.00

                      	
                        29/09/2004

                      	
                        Open
      Ended

                      	
                        Y

                      
	
                        Telewest
      Communications Group Ltd

                      	
                        Barclays

                      	
                        £1,459,750.09

                      	
                        04/08/2005

                      	
                        04/08/2008

                      	
                        N

                      
	
                        Sit-up
      Ltd

                      	
                        RBS

                      	
                        £823,000.00

                      	
                        01/08/2005

                      	
                        Various

                      	
                        N

                      
	 
      	 
      	
                        £,586,265.94

                      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


              

            

          

        

      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      PART 5 - EXISTING
UKTV GROUP LOAN STOCK

       

      TELEWEST/FLEXTECH

       

      
        	
                1.

              	
                The
      variable rate unsecured loan stock in a principal amount of £97,000,000
      issued to Flextech Digital Broadcasting Limited by the BBC Joint Venture
      (UK Channel Management Limited).

              


      

       

      
        	
                2.

              	
                The
      floating rate redeemable unsecured loan stock issued by UK Gold in a
      principal amount of £12,517,000 to Cox Programming Limited ((now Flextech
      Satellite Investments Limited) and transferred to Flextech IVS Limited and
      then subsequently transferred to United Artists Investments Limited) and
      in a principal amount of £8,942,653 to United Artists Investments
      Limited.

              


      

       

      
        	
                3.

              	
                The
      non-interest bearing unsecured loan stock in a principal amount of
      £18,000,000 issued by the UK Gold Joint Venture (UK Gold Holdings Limited)
      to Flextech Limited (formerly Flextech plc) (and transferred to United
      Artists Investments Limited).

              


      

       

      
        	
                4.

              	
                The
      variable rate first call option unsecured loan stock in a principal amount
      of £32,208,000 and the split rate second call option unsecured loan stock
      in a principal amount of £20,300,000 in each case issued by the UK Gold
      Joint Venture (UK Gold Holdings Limited) to Flextech Limited (formerly
      Flextech plc) (and, in each case, transferred to United Artists
      Investments Limited).

              


      

       

      
        	
                5.

              	
                The
      variable rate unsecured loan stock of a principal amount of £36,000,000
      issued by the UK Gold Joint Venture (UK Gold Holdings Limited) to Flextech
      Limited (formerly Flextech plc) (and transferred to United Artists
      Investments Limited).

              


      

       

      
        	
                6.

              	
                The
      variable rate unsecured loan stock issued, or to be issued, to United
      Artists Investments Limited by the UK Gold Joint Venture (UK Gold Holdings
      Limited) in connection with the funding from time to time of the UK Gold
      Joint Venture.

              


      

       

      
        	
                7.

              	
                The
      £50 million unsecured variable rate loan stock to be issued to Flextech
      Broadband Limited pursuant to the loan stock instrument constituted in
      respect of UKTV New Ventures dated 15 July
2004.

              


      

       

      
        	
                8.

              	
                The
      £21 million loan stock contemplated by the 15 July 2004 letter agreement
      between Flextech Broadband Limited and BBC Worldwide Limited to be issued
      to Flextech Broadband Limited by UKTV Interactive
  Limited.

              


      

       

      
        	
                9.

              	
                £20
      million Cumulative and £13.75 million non-cumulative, non-voting
      preference shares issued by UK Gold Holdings
  Limited.

              


      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


       

      PART 6 - EXISTING
HEDGING AGREEMENTS

       

      NTL

       

      
        
          
            
              	
                      Existing
      Hedge Counterparty/Contact Details

                    	
                      Existing
      Hedge Agreements

                    
	
                      BNP
      Paribas,

                      10
      Harewood Avenue

                      London

                      NW1
      6AA

                       

                      Tel:+44(0)20
      7595 2000

                       

                      Fax:+44(0)20
      7595 2555

                       

                      Attention:Jeffrey
      Krogh

                    	
                      ·     
      ISDA Master Agreement dated 15 September 2004 made between BNP
      Paribas and Virgin Media Investment Holdings Limited (formerly known as
      NTL Investment Holdings Limited).

                       

                      ·     
      Confirmation with trade date 3rd August 2004 relating to a cross
      currency coupon swap, USD to GBP with a notional amount of $100
      million.

                       

                      ·     
      Confirmation with trade date 3rd August 2004 relating to a cross
      currency coupon swap, EURO to GBP with a notional amount of €151
      million.

                       

                      ·     
      Confirmation with trade date 5th August 2004 relating to a USD
      forward with a notional amount of $100 million for delivery on 14th
      April 2009.

                       

                      ·     
      Confirmation with trade date 5th August 2004 relating to a EURO
      forward with a notional amount of €151 million for delivery on 14th
      April 2009.

                    
	
                      Deutsche
      Bank

                      Global
      Markets

                      1
      Great Winchester Street

                      London

                      EC2N
      2DB

                       

                      Tel:+44(0)20
      7545 9384

                       

                      Fax:+44(0)20
      7545 9742

                       

                      Attention:Andrej
      Machacek

                    	
                      ·     
      ISDA Master Agreement dated 13 April 2004 made between Deutsche
      Bank AG, London and NTL.

                       

                      ·     
      Confirmation with trade date 3rd August 2004 relating to a cross
      currency coupon swap, USD to GBP with a notional amount of $100
      million.

                       

                      ·     
      Confirmation with trade date 8th April 2004 relating to a cross
      currency interest rate swap, USD to GBP with a notional amount of $125
      million.

                       

                      ·     
      Confirmation with trade date 27th May 2004 relating to a USD
      forward with a notional amount of $31.25 million for delivery on 15th
      April 2009.

                       

                      ·     
      Confirmation with trade date 16th April 2004 relating to a USD
      forward with a notional amount of $62.5 million for delivery on 15th
      April 2009.

                       

                      ·     
      Confirmation with trade date 24th August 2004 relating to a USD
      forward with a notional amount of $31.25 million for delivery on 15th
      April 2009.

                       

                      ·     
      Confirmation with trade date 25th August 2004 relating to a USD
      forward with a notional amount of $100 million for delivery on 14th
      April 2009.

                    
	
                      Barclays
      Bank PLC

                      Barclays
      Capital

                      5
      The North Colonnade

                      London
      E14 4BB

                       

                      Tel:+44(0)20
      7773 6461

                       

                      Fax:+44(0)20
      7773 6810

                       

                      Attention:Andrew
      Brown:

                       

                    	
                      ·     
      ISDA Master Agreement dated 13 April 2004 made between Barclays
      Bank PLC and NTL.

                       

                      ·     
      Confirmation with trade date 3rd August 2004 relating to a cross
      currency coupon swap, USD to GBP with a notional amount of
      $144,196,556.22.

                       

                      ·     
      Confirmation with trade date 8th April 2004 relating to a cross
      currency coupon swap, USD to GBP with a notional amount of $300
      million.

                       

                      ·     
      Confirmation with trade date 3rd September 2004 relating to a USD
      forward with a notional amount of $144,196,556.22 for delivery on 14th
      April 2009.

                       

                      ·     
      Confirmation with trade date 16th April 2004 relating to a USD
      forward with a notional amount of $150 million for delivery on 15th
      April 2009.

                       

                      ·     
      Confirmation with trade date 27th May 2004 relating to a USD
      forward with a notional amount of $75 million for delivery on 15th
      April 2009.

                       

                      ·     
      Confirmation with trade date 24th August 2004 relating to a USD
      forward with a notional amount of $75 million for delivery on 15th
      April 2009.

                    
	
                      HSBC
      Bank PLC

                      Level
      22

                      8
      Canada Square

                      London
      E14 5HQ

                       

                      Tel:+44
      (0)20 7991 8888

                       

                      Fax:+44
      (0)20 7991 4810

                       

                      Attention:SWAPS
      Administration

                    	
                      ·     
      ISDA Master Agreement dated 30th December 2004 made between HSBC
      Bank PLC and NTL.

                       

                      ·     
      Confirmation with trade date 27th April 2004 relating to a fixed
      for floating rate swap with a notional amount of £600
million.

                       

                      ·     
      Confirmation with trade date 27th April 2004 relating to a fixed
      for floating rate swap with a notional amount of £600
million.

                       

                      ·     
      Confirmation with trade date 7th October 2004 relating to a fixed
      for floating rate swap with a notional amount of £50
    million.

                    


            

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
           

        

      

      TELEWEST

       

      
        
          
            
              	
                      Existing
      Hedge Counterparty/Contact Details

                    	
                      Existing
      Hedge Agreements

                    
	
                      JPMorgan
      Chase Bank

                      125
      London Wall

                      London
      EC2Y 5AJ

                       

                      Tel:+44(0)207
      777 3250

                       

                      Fax:+44(0)207
      777 3459

                       

                      Attention:Mike
      Wharrad

                    	
                      ·     
      ISDA Master Agreement dated 15 July 2004 made between JP Morgan
      Chase Bank and TCN.

                       

                      ·     
      Confirmation with trade date 20 July 2004 relating to a fixed for
      floating rate swap with a notional amount of £256
  million.

                    
	
                      Calyon

                      Broadwalk
      House

                      5
      Appold Street

                      London
      EC2A 2DA

                       

                      Tel:+44(0)20
      7214 7009

                       

                      Fax:+44(0)20
      7214 7159

                       

                      Attention:Steve
      Tubb

                    	
                      ·     
      ISDA Master Agreement dated 15 July 2004 made between Calyon and
      TCN

                       

                      ·     
      Confirmation with trade date 21 July 2004 relating to a fixed for
      floating rate swap with a notional amount of £322 million.

                       

                      ·     
      Confirmation with trade date 10 Jan 2005 relating to a floating for
      floating cross currency swap with a notional amount of €43.3
      million

                    
	
                      The
      Royal Bank of Scotland plc

                      Corporate
      Restructuring Unit

                      Specialised
      Lending Services

                      10th
      Floor

                      280
      Bishopsgate

                      London
      EC2M 4RB

                       

                      Tel:+44
      (0)20 7672 0269

                             +44
      (0)20 7672 1827

                       

                      Fax:+44
      (0)20 7672 0324

                       

                      Attention:Neil
      Wright / Mike Birch

                    	
                      ·     
      ISDA Master Agreement dated 15 July 2004 made between The Royal
      Bank of Scotland plc and TCN.

                       

                      ·     
      Confirmation with trade date 19 July 2004 relating to a fixed for
      floating rate swap with a notional amount of £355
  million.

                    
	
                      The
      Bank of New York

                      One
      Canada Square

                      Canary
      Wharf

                      London
      E14 5AL

                       

                      Tel:+44(0)20
      7964 6533

                       

                      Fax:+44(0)20
      7964 6193

                       

                      Attention:Jason
      Garwood

                    	
                      ·     
      ISDA Master Agreement dated 15 July 2004 made between The Bank of
      New York and TCN.

                       

                      ·     
      Confirmation with trade date 19 July 2004 relating to a fixed for
      floating rate swap with a notional amount of £66
  million.

                    
	
                      HSBC
      Bank plc

                      Level
      22

                      8
      Canada Square

                      London
      E14 5HQ

                       

                      Tel:+44
      (0)20 7991 8888

                       

                      Fax:+44
      (0)20 7991 4810

                       

                      Attention:Operations,
      Global Markets

                    	
                      ·     
      ISDA Master Agreement dated March 14, 2005 made between HSBC Bank
      plc and TCN.

                       

                      ·     
      Confirmation with trade date 17 May 2005 relating to a fixed for
      floating rate swap with a notional amount of £1,000 million.

                       

                      ·     
      Confirmation with trade date 10 Jan 2005 relating to a floating for
      floating cross currency swap with a notional amount of €56.7
      million

                    
	
                      Barclays
      Bank PLC

                      Murray
      Bouse

                      1
      Royal Mint Court

                      London
      EC3N 4HH

                       

                      Tel:+44
      (0)20 7696 2700

                       

                      Fax:+44
      (0)20 7696 3228

                       

                      Attention:Operations
      BZW Debt Capital Markets

                       

                    	
                      ·     
      ISDA Master Agreement dated January 10, 2005 made between Barclays
      Bank PLC and TCN.

                       

                      ·     
      ISDA Master Agreement dated May 12, 2005 made between Barclays Bank
      PLC and Flextech Broadband Ltd.

                       

                      ·     
      Confirmation with trade date 12 May 2005 relating to a fixed for
      floating rate swap with a notional amount of £66 million.

                       

                      ·     
      Confirmation with trade date 10 Jan 2005 relating to a floating for
      floating cross currency swap with a notional amount of $55
      million

                    
	
                      ABN
      Amro Bank NV

                      199
      Bishopsgate

                      London,
      EC2M 3XW

                       

                      Tel:+44
      (0)20 7678 8000

                       

                      Fax:+44
      (0)20 7857 9428

                       

                      Attention:OTC
      Derivative Operations

                    	
                      ·     
      ISDA Master Agreement dated January 10, 2005 made between ABN Amro
      Bank NV and TCN.

                       

                      ·     
      Confirmation with trade date 10 Jan 2005 relating to a floating for
      floating cross currency swap with a notional amount of $20
      million

                    
	
                      Fortis
      Bank SA NV

                      Montagne
      du Parc, 3

                      B-1000

                      Brussels

                       

                      Tel:+32
      (0)2 565 62 75

                       

                      Fax:+32
      (0)2 565 48 07

                       

                      Attention:Financial
      Markets

                    	
                      ·     
      ISDA Master Agreement dated January 10, 2005 made between Fortis
      Bank SA NV Bank NV and TCN.

                       

                      ·     
      Confirmation with trade date 10 Jan 2005 relating to a floating for
      floating cross currency swap with a notional amount of $45
      million

                    
	
                      Societe
      Generale

                      Tour
      Societe Generale

                      17
      Cours Valmy

                      92972
      Paris La Defense Ced

                       

                      Tel:+33
      (0)1 421 370 51

                       

                      Fax:+33
      (0) 1 469 246 74

                       

                      Attention:Vanilla
      Derivative & Credit Derivative Products

                    	
                      ·     
      ISDA Master Agreement dated January 10, 2005 made between Societe
      Generale and TCN.

                       

                      ·     
      Confirmation with trade date 10 Jan 2005 relating to a floating for
      floating cross currency swap with a notional amount of $30
      million

                    


            

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      PART 7 - EXISTING
VENDOR FINANCING ARRANGEMENTS

       

      
        
          
            
              	
                      LESSOR

                    	
                      Type
      of Vendor

                       

                      Financing

                    	
                      Closing Balance in

                       

                      GBP

                       

                      31
      December 2005

                       

                      (US
      GAAP)

                    
	
                      Capital
      Bank

                    	
                      Vehicles

                    	
                      324,624

                    
	
                      Cisco

                    	
                      IT

                    	
                      15,553,594

                    
	
                      ECS

                    	
                      IT

                    	
                      9,327,221

                    
	
                      GE
      Capital

                    	
                      Reprographics

                    	
                      560,194

                    
	
                      HBOS
      - Bank of Scotland

                    	
                      Switch

                    	
                      885,715

                    
	
                      HSBC

                    	
                      Switch

                    	
                      1,510,844

                    
	
                      HSBC

                    	
                      Vehicles

                    	
                      977,388

                    
	
                      IBM

                    	
                      IT

                    	
                      2,461,990

                    
	
                      Ing
      Car Lease

                    	
                      Vehicles

                    	
                      349,723

                    
	
                      Lombard

                    	
                      Vehicles

                    	
                      26,984

                    
	
                      Marshall

                    	
                      Vehicles

                    	
                      2,308

                    
	
                      RB
      Canada

                    	
                      Switch

                    	
                      20,914,599

                    
	
                      RBS

                    	
                      Switch

                    	
                      21,613,242

                    
	
                      SES
      Astra

                    	
                      Transponder

                    	
                      16,616,051

                    
	
                      UDT

                    	
                      Vehicles

                    	
                      6,145,117

                    
	
                      Total

                    	 
      	
                      97,269,591

                    


            

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE 11

       

      FORM
OF L/C BANK ACCESSION CERTIFICATE

       

      
        	
                To:

              	
                Deutsche
      Bank AG, London Branch

              


      

       

      
        	
                cc:

              	
                [Virgin Media Investment
      Holdings Limited (formerly known as NTL Investment Holdings Limited)]

              


      

       

      
        	
                From:

              	
                [L/C Bank]

              


      

       

      
        	
                 
      

              	
                Date:

              


      

       

      


       

      Dear
Sirs

       

      
        	
                1.

              	
                We
      refer to the facilities agreement dated 3 March 2006 (as from time to time
      amended, varied, novated or supplemented, the “Facilities Agreement”)
      and made between, inter
      alia, Virgin Media Inc. (formerly known as NTL Incorporated) as
      Ultimate Parent, Virgin Media Finance PLC (formerly known as NTL Cable
      PLC) as Parent, Virgin Media Investment Holdings Limited (formerly known
      as NTL Investment Holdings Limited), Telewest Communications Networks
      Limited and VMIH Sub Limited (formerly known as NTLIH Sub Limited) as UK
      Borrowers, Virgin Media Dover LLC (formerly known as NTL Dover LLC) as US
      Borrower, Deutsche Bank AG, London Branch, J.P. Morgan Plc, The Royal Bank
      of Scotland Plc and Goldman Sachs International as Bookrunners and
      Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility
      Agent, Deutsche Bank AG, London Branch as Security Trustee, GE Corporate
      Banking Europe SAS as Administrative Agent and the financial and other
      institutions named in it as Lenders. Terms defined in the Facilities
      Agreement shall have the same meanings in this
  Certificate.

              


      

       

      
        	
                2.

              	
                This
      L/C Bank Accession Certificate is delivered pursuant to Clause 5.11
      (Appointment and Change
      of L/C Bank) of the Facilities
Agreement.

              


      

       

      
        	
                3.

              	
                [Name of L/C Bank] undertakes, upon its
      becoming an L/C Bank, to perform all the obligations expressed to be
      undertaken under the Facility Agreement and the Finance Documents by an
      L/C Bank and agrees that it shall be bound by the Facilities Agreement and
      the other Finance Documents in all respects as if it had been an original
      party to it as an L/C Bank.

              


      

       

      
        	
                4.

              	
                [Name of L/C Bank]’s administrative
      details are as follows:

              


      

       

      Address:

       

      Fax
No:

       

      Contact:

       

      [and the address of the office
having the beneficial ownership of our participation in the Facilities Agreement
(if different from the above) is:

       

      Address:

       

      Fax
No:

       

      Contact:                                ]

       

      
        	
                5.

              	
                This
      L/C Bank Accession Certificate shall be governed by English
      law.

              


      

      

        
          

        

      

      For and
on behalf of

      [Name
of L/C Bank]

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE 12

       

      FORM
OF DOCUMENTARY CREDIT

       

      [L/C
Bank’s Letterhead]

       

      
        	
                To:

              	
                [Beneficiary]

                
                  (the
      “Beneficiary”)

                

              


      

       

      
        
        

      

      Non-transferable
Irrevocable Documentary Credit No. [●]

       

      At the
request of [insert name of Borrower], [L/C Bank] (the “L/C Bank”) issues this
irrevocable non-transferable documentary credit (“Documentary Credit”) in your
favour on the following terms and conditions:

       

      
        	
                1.

              	
                Definitions

              


      

       

      In this
Documentary Credit:

       

      “Business Day” means a day
(other than a Saturday or a Sunday) on which banks are open for general business
in [London].16

       

      “Demand” means a demand for
payment under this Documentary Credit in the form of the schedule to this
Documentary Credit.

       

      “Expiry Date” means [●].

       

      “Total L/C Amount” means [●].

      
        ___________________________

        
          16         This
may need to be amended depending on the currency of payment under the
Documentary Credit.

           

        

      

      
        	
                2.

              	
                L/C
      Bank’s Agreement

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Beneficiary may request a drawing or drawings under this Documentary
      Credit by giving to the L/C Bank a duly completed Demand.  A
      Demand must be received by the L/C Bank on or before [●] p.m. ([London] time) on the Expiry
      Date.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Subject
      to the terms of this Documentary Credit, the L/C Bank unconditionally and
      irrevocably undertakes to the Beneficiary that, within [10] Business Days of
      receipt by it of a Demand, it will pay to the Beneficiary the amount
      demanded in that Demand.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      L/C Bank will not be obliged to make a payment under this Documentary
      Credit if as a result the aggregate of all payments made by it under this
      Documentary Credit would exceed the Total L/C
  Amount.

              


      

       

      
        	
                3.

              	
                Expiry

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      L/C Bank will be released from its obligations under this Documentary
      Credit on the date (if any) notified by the Beneficiary to the L/C Bank as
      the date upon which the obligations of the L/C Bank under this Documentary
      Credit are released.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Unless
      previously released under paragraph (a) above, at [●] p.m. ([London] time) on the Expiry
      Date the obligations of the L/C Bank under this Documentary Credit will
      cease with no further liability on the part of the L/C Bank except for any
      Demand validly presented under the Documentary Credit before that time
      that remains unpaid.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                When
      the L/C Bank is no longer under any further Obligations under this
      Documentary Credit, the Beneficiary must promptly return the original of
      this Documentary Credit to the L/C
Bank.

              


      

       

      
        	
                4.

              	
                Payments

              


      

       

      All
payments under this Documentary Credit shall be made in [●] and for value on the due
date to the account of the Beneficiary specified in the Demand.

       

      
        	
                5.

              	
                Delivery
      of Demand

              


      

       

      Each
Demand shall be in writing, and, unless otherwise stated, may be made by letter,
fax or telex and must be received in legible form by the L/C Bank at its address
and by the particular department or officer (if any) as follows:

       

      [●]

       

      
        	
                6.

              	
                Assignment

              


      

       

      The
Beneficiary’s rights under this Documentary Credit may not be assigned or
transferred.

       

      
        	
                7.

              	
                UCP

              


      

       

      Except to
the extent it is inconsistent with the express terms of this Documentary Credit,
this Documentary Credit is subject to the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500.

       

      
        	
                8.

              	
                Governing
      Law

              


      

       

      This
Documentary Credit is governed by English law.

       

      
        	
                9.

              	
                Jurisdiction

              


      

       

      The
courts of England have exclusive jurisdiction to settle any disputes arising out
of or in connection with this Documentary Credit.

       

      Yours
faithfully,

       

       

      [L/C
Bank]

       

      By:

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
FORM OF
DEMAND

       

      
        	
                To:

              	
                [L/C Bank]

              


      

       

       

      Dear
Sirs,

       

      Non-transferable
Irrevocable Documentary Credit No. [●] issued in favour of [name of beneficiary] (the
“Documentary Credit”)

       

      We refer
to the Documentary Credit.  Terms defined in the Documentary Credit
have the same meaning when used in this Demand.

       

      
        	
                1.

              	
                We
      certify that the sum of [●] is due [and has remained unpaid
      for at least [●] Business Days] [under [set out underlying
      contract or agreement]].  We
      therefore demand payment of the sum of [●].

              


      

       

      2.           Payment
should be made to the following account:

       

      
        	
                 
      

              	
                Name:

              


      

       

      Account
Number:

       

      Bank:

       

      
        	
                3.

              	
                The
      date of this Demand is not later than the Expiry
  Date.

              


      

       

      Yours
faithfully,

       

      (Authorised
Signatory)                                                                           (Authorised
Signatory)

       

      For

      [Beneficiary]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
13


       

      PRO
FORMA BANK GROUP FINANCIAL STATEMENTS

       

      


       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              	 
      	
                                                                                                                                                                      Bank
      Group Estimated Consolidated Balance Sheet

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      £
      millions

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      Unaudited

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      Proforma

                                                                                                                                                                    	 
      	
                                                                                                                                                                      Ultimate
      Parent at end of period (1)

                                                                                                                                                                    	
                                                                                                                                                                       Excluded
      Group

                                                                                                                                                                       

                                                                                                                                                                    	
                                                                                                                                                                      Consolidation
      adjustment

                                                                                                                                                                    	
                                                                                                                                                                      Proforma

                                                                                                                                                                      Bank
      Group 

                                                                                                                                                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                                                                      Assets

                                                                                                                                                                    	 
      	 
      	 
      	 
      
	
                                                                                                                                                                      Current
      Assets

                                                                                                                                                                    	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      Cash
      and Cash equivalents

                                                                                                                                                                    	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      Restricted
      Cash

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      Marketable
      securities

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      Accounts
      receivable - trade less allowance for doubtful accounts

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      Prepaid
      expense and other assets

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      Other
      current assets

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      Total
      current assets

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                                                                      Fixed
      Assets, net

                                                                                                                                                                    	 
      	 
      	 
      	 
      
	
                                                                                                                                                                      Reorganisation
      value in excess of amounts allocable to identifiable
assets

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                                                                      Customer
      Lists Net

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                                                                      Intangible
      assets, net

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                                                                      Investments
      in and loans to affiliates, net

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                                                                      Other
      assets net of accumulated amortisation

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      Total
      assets

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                                                                      Liabilities
      and shareholders' equity (deficit)

                                                                                                                                                                    	 
      	 
      	 
      	 
      
	
                                                                                                                                                                      Current
      liabilities

                                                                                                                                                                    	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      Accounts
      payable

                                                                                                                                                                    	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      Accrued
      expenses

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      Interest
      payable

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      Deferred
      revenue

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      Other
      current liabilities

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                      Current
      portion of long term debt

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                                                                           Total
      current liabilities

                                                                                                                                                                    	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 
	Long
      term debt net of current portion	 	 	 	 	 
	Other
      long term liabilities	 	 	 	 	 
	Deferred
      income taxes	 	 	 	 	 
	Commitments
      and contingent liabilities 	 	 	 	 	 
	Shareholders'
      equity (deficit)	 	 	 	 	 
	 	
                                                                                                                                                                      Series
      preferred stock 

                                                                                                                                                                    	 	 	 	 	 
	 	
                                                                                                                                                                      Common
      Stock 

                                                                                                                                                                    	 	 	 	 	 
	 	Additional
      paid in capital	 	 	 	 	 
	 	Treasury/Stock 	 	 	 	 	 
	 	Unearned
      stock-based compensation	 	 	 	 	 
	 	Accumulated
      other comprehensive income (loss)	 	 	 	 	 
	 	Accumulated
      (deficit)	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Total
      shareholders' equity (deficit)	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total liabilities and
      shareholders' equity (deficit)	 	 	 	 	 


                                                                                                                                                               

                                                                                                                                                              (1) From
financial statements delivered under Clause 22.1(a) of this
Agreement

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      Bank
      Group Estimated Consolidated Statement Of Operations

                                                    	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                      £
      millions

                                                    	 
      	
                                                      Ultimate
      Parent(1)

                                                    	
                                                      Pre-acquisitionMerger
      results of TCN(2)

                                                    	
                                                      Pre-acquisition
      results Virgin Mobile(3)  

                                                    	
                                                       

                                                       

                                                       

                                                      Excluded
      Group

                                                    	
                                                       

                                                       

                                                       

                                                      Consolidation
      adjustment

                                                    	
                                                      Proforma

                                                      Bank
      Group 

                                                    
	 
      	
                                                      Unaudited

                                                    	 
      
	 
      	
                                                      Proforma

                                                    	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                      Revenue

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                      Costs
      and expenses

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                      Operating
      costs (excluding depreciation)

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                      Selling,
      general and administrative expenses

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                      Other
      charges

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                      Depreciation

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                      Amortisation

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                      Operating
      (loss)

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                      Other
      income (expense)

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                      Interest
      income and other, net

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                      Interest
      expense

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                      Loss
      on extinguishment of debt

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                      Share
      of (losses) from equity investments

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                      Other
      gains (losses)

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                      Foreign
      currency transaction gains (losses)

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                      (Loss)
      before income taxes

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                      Income
      tax (expense) benefit

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                      Net
      (loss)

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      (1) From
financial statements delivered under Clause 22.1(a) of this
Agreement

       

       

      (2)
Reflects results of TCN for periods only on or before date of the
Merger

       

       

      (3)
Reflects results at Baseball for periods only on or before Baseball Effective
Date, upon completion of Baseball Acquisition

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        Bank
      Group Estimated Consolidated Statement of Cashflows

                                                      
	
                                                        £
      millions

                                                      
	
                                                        Unaudited

                                                      
	
                                                        Proforma

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                   

                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        	 
      	 
      	 
      	
                                                                                                Ultimate
      Parent(1)

                                                                                              	
                                                                                                Pre-acquisitionMerger
      results of TCN(2)

                                                                                              	
                                                                                                Pre-acquisition
      results Virgin Mobile(3)  

                                                                                              	
                                                                                                 

                                                                                                 

                                                                                                 

                                                                                                 

                                                                                                 

                                                                                                Excluded
      Group

                                                                                              	
                                                                                                 

                                                                                                 

                                                                                                 

                                                                                                 

                                                                                                 

                                                                                                Consolidation
      adjustment

                                                                                              	
                                                                                                Proforma

                                                                                                Bank
      Group

                                                                                              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      (1) From
financial statements delivered under Clause 22.1(a) of this
Agreement

       

       

      (2)
Reflects results of TCN for periods only on or before date of the
Merger

       

       

      (3)
Reflects results at Baseball for periods only on or before Baseball Effective
Date, upon completion of Baseball Acquisition.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE 14

       

      PRO
FORMA BUDGET INFORMATION

       

      


       

      
        
          	
                  BUDGET

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  UK
      Bank Group

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  (£
      in millions)

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  2007

                	
                  2008

                
	
                  INCOME
      STATEMENT

                	 
      	
                  Note
      Ref

                	
                  Q1

                	
                  Q2

                	
                  Q3

                	
                  Q4

                	
                  2005

                	
                  Q1

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Revenue

                	 
      	 
      	
                  b

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	
                  COGS

                	 
      	 
      	
                  b

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	
                     Gross
      Margin

                	 
      	 
      	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	
                     Gross
      Margin %

                	 
      	 
      	
                  0.0%

                	
                  0.0%

                	
                  0.0%

                	
                  0.0%

                	
                  0.0%

                	
                  0.0%

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  SG&A

                	 
      	 
      	
                   b

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Segment
      Profit

                	 
      	
                  b

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Other
      Charges

                	 
      	
                  b

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Depreciation
      and Amortisation

                	
                  c

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  EBIT

                	 
      	 
      	 
      	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

      

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        
          	 
      	 
      	 
      	 
      	
                  2007

                	
                  2008

                
	
                  CASH
      FLOW STATEMENT

                	 
      	
                  Q1

                	
                  Q2

                	
                  Q3

                	
                  Q4

                	
                  2005

                	
                  Q1

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Segment
      Profit

                	 
      	
                  b

                	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                
	
                  Net
      Cash Interest

                	 
      	
                  b

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	
                  Change
      in Working Capital

                	
                  c

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	
                  Other

                	 
      	 
      	 
      	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	
                     Net
      Operating Cash Flows

                	 
      	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Increase
      in Intangible Assets

                	
                   b

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	
                  Increase
      in Fixed Assets

                	 
      	
                  c

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	
                     Net
      Investing Cash Flows

                	 
      	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Borrowings

                	 
      	 
      	
                  b

                	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                
	
                  Repayments

                	 
      	 
      	
                  b

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	
                  Asset
      Disposals

                	 
      	
                  c

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	
                  Permitted
      Payments to Parent

                	
                  b

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	
                  Contributions
      from Parent

                	 
      	
                  b

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	
                     Net
      Financing Cash Flows

                	 
      	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Total
      Cash Flows

                	 
      	 
      	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                	
                   £                -

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      
        
          	 
      	 
      	 
      	 
      	
                  2007

                	
                  2008

                
	
                  BALANCE
      SHEET

                	 
      	 
      	
                  Q1

                	
                  Q2

                	
                  Q3

                	
                  Q4

                	
                  2005

                	
                  Q1

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Cash

                	 
      	 
      	
                  b

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	
                  Accounts
      Receivable

                	 
      	
                  b

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	
                  Prepaid
      & Other

                	 
      	
                  c

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	
                     Current
      Assets

                	 
      	 
      	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Fixed
      Assets, net

                	 
      	
                  b

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	
                  Contributions
      to Parent

                	 
      	
                  b

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	
                  Other
      Assets

                	 
      	
                  b

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Total
      Assets

                	 
      	 
      	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Accounts
      Payable

                	 
      	
                  c

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	
                  Accrued
      Expenses

                	 
      	
                  c

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	
                  Interest
      Payable

                	 
      	
                  b

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	
                     Current
      Liabilities

                	 
      	 
      	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Long
      Term Debt

                	 
      	
                  b

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	
                  Other

                	 
      	 
      	 
      	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	
                     Total
      Liabilities

                	 
      	 
      	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Equity

                	 
      	 
      	 
      	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                	
                                     -

                
	
                     Total
      Shareholders' Equity

                	 
      	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Total
      Liabilities and Shareholders' Equity

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                	
                   £               -

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

      

      


       

      
        	
                Notes

              
	 
      
	
                The
      above statements provide limited information concerning certain line items
      of the UK Bank Group's budget  (as defined in the Senior
      Facilities Agreement) according to the following notes:

              
	 
      
	
                a =
      Items will be specific to the Excluded Group only

                 

              
	
                b =
      Items will be determined specifically without allocation

                 

              
	
                c =
      Items will be allocated between the Bank Group and Excluded Group based
      upon appropriate methodologies as determined by the Board of
      Directors

                 

              
	 
      
	 
      
	
                Accordingly
      the starting balance sheet and balance sheets for the budget periods may
      be incomplete

                 

                 

              


      

      [END
OF DOCUMENT]