Exhibit 10.1






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
and 4 April 2007


between


VIRGIN MEDIA INC.

(formerly known as NTL Incorporated)

as Ultimate Parent


VIRGIN MEDIA FINANCE PLC

(formerly known as NTL Cable PLC)

as Parent


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








5 Old Broad Street

London EC2N 1DW


















TABLE OF CONTENTS


	
  1.

  	
   

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  	
  2

  
	
  2.

  	
   

  	
  THE FACILITIES

  	
   

  	
  65

  
	
  3.

  	
   

  	
  CONDITIONS

  	
   

  	
  68

  
	
  4.

  	
   

  	
  UTILISATION

  	
   

  	
  71

  
	
  5.

  	
   

  	
  DOCUMENTARY CREDITS

  	
   

  	
  73

  
	
  6.

  	
   

  	
  ANCILLARY FACILITIES

  	
   

  	
  77

  
	
  7.

  	
   

  	
  OPTIONAL CURRENCIES

  	
   

  	
  80

  
	
  8.

  	
   

  	
  REPAYMENT OF REVOLVING FACILITY OUTSTANDINGS

  	
   

  	
  81

  
	
  9.

  	
   

  	
  REPAYMENT OF TERM FACILITY OUTSTANDINGS

  	
   

  	
  81

  
	
  10.

  	
   

  	
  CANCELLATION

  	
   

  	
  82

  
	
  11.

  	
   

  	
  VOLUNTARY PREPAYMENT

  	
   

  	
  83

  
	
  12.

  	
   

  	
  MANDATORY PREPAYMENT AND CANCELLATION

  	
   

  	
  86

  
	
  13.

  	
   

  	
  INTEREST ON REVOLVING FACILITY ADVANCES

  	
   

  	
  93

  
	
  14.

  	
   

  	
  INTEREST ON TERM FACILITY ADVANCES

  	
   

  	
  94

  
	
  15.

  	
   

  	
  MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

  	
   

  	
  97

  
	
  16.

  	
   

  	
  COMMISSIONS AND FEES

  	
   

  	
  98

  
	
  17.

  	
   

  	
  TAXES

  	
   

  	
  99

  
	
  18.

  	
   

  	
  INCREASED COSTS

  	
   

  	
  106

  
	
  19.

  	
   

  	
  ILLEGALITY

  	
   

  	
  108

  
	
  20.

  	
   

  	
  MITIGATION

  	
   

  	
  108

  
	
  21.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  109

  
	
  22.

  	
   

  	
  FINANCIAL INFORMATION

  	
   

  	
  118

  
	
  23.

  	
   

  	
  FINANCIAL CONDITION

  	
   

  	
  125

  
	
  24.

  	
   

  	
  POSITIVE UNDERTAKINGS

  	
   

  	
  134

  
	
  25.

  	
   

  	
  NEGATIVE UNDERTAKINGS

  	
   

  	
  145

  
	
  26.

  	
   

  	
  ACCEDING GROUP COMPANIES

  	
   

  	
  170

  
	
  27.

  	
   

  	
  EVENTS OF DEFAULT

  	
   

  	
  171

  
	
  28.

  	
   

  	
  DEFAULT INTEREST

  	
   

  	
  177

  
	
  29.

  	
   

  	
  GUARANTEE AND INDEMNITY

  	
   

  	
  178

  
	
  30.

  	
   

  	
  AGENTS

  	
   

  	
  182

  
	
  31.

  	
   

  	
  BORROWERS’ INDEMNITIES

  	
   

  	
  189

  
	
  32.

  	
   

  	
  CURRENCY OF ACCOUNT

  	
   

  	
  189

  
	
  33.

  	
   

  	
  PAYMENTS

  	
   

  	
  190

  
	
  34.

  	
   

  	
  SET-OFF

  	
   

  	
  192

  
	
  35.

  	
   

  	
  SHARING AMONG THE FINANCE PARTIES

  	
   

  	
  192

  
	
  36.

  	
   

  	
  CALCULATIONS AND ACCOUNTS

  	
   

  	
  193

  



 



 i
 









 


	
  37.

  	
   

  	
  ASSIGNMENTS AND TRANSFERS

  	
   

  	
  195

  
	
  38.

  	
   

  	
  COSTS AND EXPENSES

  	
   

  	
  199

  
	
  39.

  	
   

  	
  REMEDIES AND WAIVERS

  	
   

  	
  200

  
	
  40.

  	
   

  	
  NOTICES AND DELIVERY OF INFORMATION

  	
   

  	
  201

  
	
  41.

  	
   

  	
  ENGLISH LANGUAGE

  	
   

  	
  203

  
	
  42.

  	
   

  	
  PARTIAL INVALIDITY

  	
   

  	
  203

  
	
  43.

  	
   

  	
  AMENDMENTS

  	
   

  	
  204

  
	
  44.

  	
   

  	
  THIRD PARTY RIGHTS

  	
   

  	
  208

  
	
  45.

  	
   

  	
  COUNTERPARTS

  	
   

  	
  209

  
	
  46.

  	
   

  	
  GOVERNING LAW

  	
   

  	
  209

  
	
  47.

  	
   

  	
  JURISDICTION

  	
   

  	
  209

  



 


	
  Schedule 1

  	
   

  	
   

  	
   

  	
  211

  
	
  PART 1 -

  	
   

  	
  LENDERS AND COMMITMENTS

  	
   

  	
  211

  
	
  PART 2 -

  	
   

  	
  LENDERS TAX STATUS

  	
   

  	
  212

  
	
  PART 3 -

  	
   

  	
  B2 FACILITY LENDERS, B3 FACILITY LENDERS AND B4
  FACILITY LENDERS

  	
   

  	
  213

  
	
  Schedule 2

  	
   

  	
   

  	
   

  	
  214

  
	
  PART 1 -

  	
   

  	
  THE ORIGINAL GUARANTORS

  	
   

  	
  214

  
	
  PART 2 -

  	
   

  	
  THE RESTRICTED GUARANTORS

  	
   

  	
  225

  
	
  Schedule 3

  	
   

  	
   

  	
   

  	
  228

  
	
  PART 1 -

  	
   

  	
  FORM OF DEED OF TRANSFER AND ACCESSION

  	
   

  	
  228

  
	
  PART 2 -

  	
   

  	
  FORM OF C FACILITY LENDER DEED OF ACCESSION

  	
   

  	
  234

  
	
  Schedule 4

  	
   

  	
   

  	
   

  	
  239

  
	
  PART 1 -

  	
   

  	
  CONDITIONS PRECEDENT TO FIRST UTILISATION

  	
   

  	
  239

  
	
  PART 2 -

  	
   

  	
  CONDITIONS PRECEDENT TO FIRST BASEBALL UTILISATION

  	
   

  	
  243

  
	
  PART 3 -

  	
   

  	
  FORM OF OFFICER’S CERTIFICATE

  	
   

  	
  244

  
	
  PART 4 -

  	
   

  	
  VANILLA INITIAL SECURITY DOCUMENTS

  	
   

  	
  246

  
	
  PART 5 -

  	
   

  	
  VANILLA CONDITIONS SUBSEQUENT DOCUMENTS

  	
   

  	
  248

  
	
  PART 6 -

  	
   

  	
  BASEBALL CONDITION SUBSEQUENT DOCUMENTS

  	
   

  	
  249

  
	
  PART 7 -

  	
   

  	
  CONDITIONS PRECEDENT TO C FACILITY UTILISATION

  	
   

  	
  250

  
	
  PART 8 -

  	
   

  	
  CONDITIONS PRECEDENT TO B5 FACILITY AND B6 FACILITY
  UTILISATION

  	
   

  	
  252

  
	
  Schedule 5

  	
   

  	
   

  	
   

  	
  253

  
	
  PART 1 -

  	
   

  	
  FORM OF UTILISATION REQUEST (ADVANCES)

  	
   

  	
  253

  
	
  PART 2 -

  	
   

  	
  FORM OF UTILISATION REQUEST (DOCUMENTARY CREDITS)

  	
   

  	
  255

  
	
  Schedule 6

  	
   

  	
  ASSOCIATED COSTS RATE

  	
   

  	
  257

  
	
  Schedule 7

  	
   

  	
   

  	
   

  	
  260

  
	
  PART 1 -

  	
   

  	
  FORM OF ACCESSION NOTICE

  	
   

  	
  260

  
	
  PART 2 -

  	
   

  	
  ACCESSION DOCUMENTS

  	
   

  	
  264

  
	
  Schedule 8

  	
   

  	
  FORM OF COMPLIANCE CERTIFICATE

  	
   

  	
  266

  
	
  Schedule 9

  	
   

  	
   

  	
   

  	
  268

  
	
  PART 1 -

  	
   

  	
  MEMBERS OF THE BANK GROUP

  	
   

  	
  268

  
	
  PART 2 -

  	
   

  	
  MEMBERS OF THE TELEWEST GROUP

  	
   

  	
  280

  



 



 ii
 









 


	
  PART 3 -

  	
   

  	
  MEMBERS OF THE NTL GROUP

  	
   

  	
  286

  
	
  Schedule 10

  	
   

  	
  EXISTING ENCUMBRANCES

  	
   

  	
  294

  
	
  PART 1 -

  	
   

  	
  EXISTING ENCUMBRANCES

  	
   

  	
  294

  
	
  PART 2 -

  	
   

  	
  EXISTING LOANS

  	
   

  	
  315

  
	
  PART 3 -

  	
   

  	
  EXISTING FINANCIAL INDEBTEDNESS

  	
   

  	
  317

  
	
  PART 4 -

  	
   

  	
  EXISTING PERFORMANCE BONDS

  	
   

  	
  319

  
	
  PART 5 -

  	
   

  	
  EXISTING UKTV GROUP LOAN STOCK

  	
   

  	
  322

  
	
  PART 6 -

  	
   

  	
  EXISTING HEDGING AGREEMENTS

  	
   

  	
  323

  
	
  PART 7 -

  	
   

  	
  EXISTING VENDOR FINANCING ARRANGEMENTS

  	
   

  	
  327

  
	
  Schedule 11

  	
   

  	
  FORM OF L/C BANK ACCESSION CERTIFICATE

  	
   

  	
  328

  
	
  Schedule 12

  	
   

  	
  FORM OF DOCUMENTARY CREDIT

  	
   

  	
  330

  
	
  Schedule 13

  	
   

  	
  PRO FORMA BANK GROUP FINANCIAL STATEMENTS

  	
   

  	
  333

  
	
  Schedule 14

  	
   

  	
  PRO FORMA BUDGET INFORMATION

  	
   

  	
  336

  



 



 iii















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


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, (i) members of the Telewest
Group or the Baseball Group which have granted guarantees and security in
respect of the A Facility, the A1 Facility and the B1 Facility shall continue
to be treated as Guarantors for the purposes of this 80% Security Test,
notwithstanding any subsequent failure to satisfy the provisions of Sections
151 to 158 of the Act with respect to the granting of guarantees and security
in respect of the B2 Facility, the B3 Facility, the B4 Facility (in the case of
members of the Telewest Group) or the B5 Facility and/or the B6 Facility (in
the case of members of the Baseball Group) and (ii) this definition shall not
be construed to require attempted or actual satisfaction of the provision of
Sections 151 to 158 of the Act with respect to the granting of guarantees and
security in respect of the B5 Facility and/or the B6 Facility.


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


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


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



 2
 









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


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


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


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


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


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


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


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


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


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


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


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


(c)                                  the governing Law is English
or New York Law.


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


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


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


“Advance” means:


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



 3
 









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


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


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


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


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


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


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


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


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


(k)                                without any such
designation, the “A Facility Advance”,
the “A1 Facility Advance”, the “B1 Facility Advance”, the “B2” Facility Advance”, the “B3 Facility Advance”, the “B4 Facility Advance”, the “B5 Facility Advance”, the “B6 Facility Advance”, the “C Facility Advance” and/or the “Revolving Facility Advance”, as the context
requires,


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


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



 4
 









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


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


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


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


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


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


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


“Ancillary Facility” means any:


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


(b)                                  forward foreign exchange
facility;


(c)                                  derivatives facility;


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


(e)                                  performance bond facility;
and/or


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



 5
 









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


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


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


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


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


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


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


“Anti-Terrorism Laws” mean:


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


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


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


“Applicable Margin” means the prevailing A Facility Margin, the
A1 Facility Margin, the B1 Facility Margin, the B2 Facility Margin, the B3
Facility Margin, the B4 Facility Margin, the B5 Facility Margin, the B6
Facility Margin, the C Facility Margin or Revolving Facility Margin, as the
context may require at the relevant time.


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



 6
 









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


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


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


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


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


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


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


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


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


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


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



 7
 









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


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


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


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


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


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


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


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


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


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


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



 8
 









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


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


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


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


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


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


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


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


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


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


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


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


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


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



 9
 









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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


 



 10














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


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


“Available Commitment”
means, in relation to a Lender, the aggregate amount of  its Available A Facility Commitments,
its Available A1 Facility Commitments, its Available B1 Facility Commitments,
its Available B2 Facility Commitments, its Available B3 Facility Commitments,
its Available B4 Facility Commitments, its Available B5 Facility Commitments,
its Available B6 Facility Commitments, its Available C Facility Commitments,
its Available Revolving Facility Commitment and its Available Ancillary
Facility Commitment, or, in the context of a particular Facility, its Available
A Facility Commitment, its Available A1 Facility Commitments, its Available B1
Facility Commitments, its Available B2 Facility Commitments, its Available B3
Facility Commitments, its Available B4 Facility Commitments, its Available B5
Facility Commitments, its Available B6 Facility Commitments, its Available C
Facility Commitments, its Available Revolving Facility Commitment or its
Available Ancillary Facility Commitment, as the context may require.


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


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


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


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


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


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


“B1 Facility” means the term loan facility granted to Baseball
Cash Bidco pursuant to Clause2.1(c) (The
Facilities).


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


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


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


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



 11
 








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


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


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


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


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


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


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


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


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


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


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


“B6 Facility Margin” means, in relation to the B6 Facility
Advances, 2.00% per annum.


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


“Bank Group” means:


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


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


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


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


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



 12
 








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


(b)                                  for all other
purposes:


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


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


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


(i)                                    any Permitted
Joint Ventures; and


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


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


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


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


“Bank Group Excluded Subsidiary” means:


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


(b)                                  Telewest Finance
Corporation;


(c)                                  Flextech Interactive
Limited;


(d)                                  Fawnspring Limited;


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


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



 13
 








(g)                                 any Asset
Securitisation Subsidiary; and


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


provided
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



 14
 








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


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


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


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


“Baseball Instructing Group” means:


(a)                                  in relation to
the A1 Facility and B1 Facility:


(i)                                    before any Utilisation of
the A1 Facility and the B1 Facility under this Agreement, a Baseball Lender or
group of  Baseball Lenders whose
Available A1 Facility Commitments and Available B1 Facility Commitments (as
applicable) amount in aggregate to more than 66 2/3% 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 66 2/3% 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 66 2/3% 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 66 2/3% of
the outstandings under the Alternative Baseball Financing are (or if there are
no outstandings under the Alternative Baseball Financing prior to such
repayment, were then) owed,


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


“Baseball Lender” means:


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


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



 15
 








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


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


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


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


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


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


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


“Baseball Scheme Document” means each of the
following:


(a)                                  the Baseball
Press Release;


(b)                                  the Baseball Resolutions;


(c)                                  the Baseball
Implementation Agreement; and


(d)                                  the Baseball
Scheme Circular,


and together the “Baseball Scheme Documents”.


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


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


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



 16
 








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


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


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


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


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


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


exceeds:


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


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


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


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


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



 17
 








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


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


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


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


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


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


“Cash Equivalent Investment” means:


(a)                                  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.



 18
 








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


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


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


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


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


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


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


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


“Change of Control”
means:


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


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


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



 19
 








so approved) cease for any
reason to constitute a majority of the board of directors of the Ultimate
Parent, then in the office;


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


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


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


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


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


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


For
these purposes:


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


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


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


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



 20
 








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


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


“Commitment”
means:


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


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


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


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


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


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


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


 



 21















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


(i)                                    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; and


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


and without any such
designation means “A Facility Commitment”,
“A1 Facility Commitment”, “B1 Facility Commitment”, “B2
Facility Commitment”, “B3 Facility Commitment”, “B4
Facility Commitment”, “B5 Facility
Commitment”, “B6 Facility
Commitment”, “C Facility
Commitment” and “Revolving
Commitment”, as the context requires.


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


“Company” means:


(a)                                  VMIH; or


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


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


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


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


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


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


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


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



 22
 









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


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


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


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


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


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


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


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


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


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


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



 23
 









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


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


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


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


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


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


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


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


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


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


“Encumbrance” means:


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


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


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



 24
 









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


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


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


(c)                                  land (including land under
water).


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


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


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


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


(c)                                  relate to Hazardous
Substances or health or safety matters.


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


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


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


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


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


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


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


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



 25
 









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


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


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


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


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


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


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


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


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


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


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


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



 26
 









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


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


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


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


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


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


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


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


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


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


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



 27
 









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


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


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


“Expiry Date” means, in relation to any Documentary Credit
granted under this Agreement, the date stated in it to be its expiry date or
the latest date on which demand may be made under it being a date falling on or
prior to the Final Maturity Date in respect of the Revolving Facility.


“Facilities” means the A Facility, the A1 Facility, the B1
Facility, the B2 Facility, the B3 Facility, the B4 Facility, the B5 Facility,
the B6 Facility, the C Facility, the Revolving Facility, any Ancillary Facility
and any Documentary Credit granted to the Borrowers under this Agreement, and “Facility” means any of them, as the context
may require.


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


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


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


“Final Maturity Date” means:


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


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


(c)                                  in respect of the B1
Facility, the B2 Facility, the B3 Facility, the B4 Facility, the B5 Facility
and the B6 Facility, the date falling 78 months after the Merger Closing Date;
and


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



 28
 









“Finance Documents” means:


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


(b)                                  the Fees Letters;


(c)                                  any Ancillary Facility
Documents;


(d)                                  the Security Documents;


(e)                                  the Security Trust
Agreement;


(f)                                    the Group
Intercreditor Agreement;


(g)                                 the HYD
Intercreditor Agreement;


(h)                                 the Barclays Intercreditor
Agreement;


(i)                                    the Hedging Agreements
entered into pursuant to Clause 24.9(Hedging);


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


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


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


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


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


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


(a)                                  moneys borrowed;


(b)                                  any amount raised by
acceptance under any acceptance credit facility;


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


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


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



 29
 









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


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


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


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


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


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


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


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


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


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


“Fitch” means Fitch Ratings or any successor thereof.


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


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



 30















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


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


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


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


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


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


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


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


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


(ii)                                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 



 31
 









date (or, if such financial
statistics are no longer published, any publicly available source of similar
market data)) most nearly equal to the period from such prepayment date to and
including the Designated Anniversary; provided,
however, that if the period from
such prepayment date to and including the Designated Anniversary is less than
one year, the weekly average yield on actually traded United Kingdom government
securities denominated in Sterling adjusted to a fixed maturity of one year
shall be used.


“Group” means:


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


(i)                                    the Ultimate Parent and its
Subsidiaries from time to time;


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


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


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


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


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


(c)                                  national and international
communications transport services to communications companies; and


(d)                                  the provision
of Content,


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


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


“Group Structure Chart” means:


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


(b)                                  thereafter, the
group structure charts delivered to the Facility Agent pursuant to
paragraph 2 of Part 4 of Schedule 5 (Vanilla
Conditions Subsequent Documents)  and
paragraph 2 of Part 6 of Schedule 4 (Baseball
Conditions Subsequent Documents) or 



 32
 









any updated group structure
chart which is delivered to the Facility Agent pursuant to Clause 24.14 (Group Structure Chart) from time to time.


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


“Guarantors” means:


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


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


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


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


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


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


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


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


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


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


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



 33
 









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


“Increased Cost” means:


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


(b)                                  any additional or increased
cost; or


(c)                                  any reduction of any amount
due and payable under any Finance Document,


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


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


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


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


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


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


“Instructing Group” means:


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


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


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



 34
 









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


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


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


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


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


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


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


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


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


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


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


“Intra-Group Services” means:


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


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



 35
 









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


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


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


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


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


“Law” means:


(a)                                  common or customary law;


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


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


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


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


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


“Legal Opinions” means any of the legal opinions referred to in
paragraph 5 of Part 1 to Schedule 4 (Conditions
Precedent to First Utilisation), paragraph 6 of Part 2 to
Schedule 4 



 36
 









(Conditions Precedent to First Baseball Utilisation) and
paragraph 2 of Part 2 to Schedule 7 (Accession
Documents) required to be delivered pursuant to Clause 3.1 (Vanilla Conditions Precedent), Clause 3.2
(Baseball  Conditions Precedent) and Clause 26 (Acceding Group Companies), respectively.


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


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


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


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


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


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


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


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


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


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


(a)           Clause 27.1 (Non-Payment);


(b)           Clause 27.2 (Covenants);


(c)           Clause 27.5 (Cross-Default);


(d)           Clause 27.6 (Insolvency);


(e)           Clause 27.7 (Winding-Up);


(f)            Clause 27.8 (Execution or Distress);


(g)           Clause 27.9 (Similar Events);


(h)           Clause 27.10 (Repudiation);



 37
 









(i)            Clause 27.11 (Illegality);


(j)            Clause 27.12 (Intercreditor Default); and


(k)           Clause 27.14 (Material Adverse Effect).


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


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


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


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


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


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


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


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


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


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


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


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


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



 38
 









of an internal
reorganisation of subsidiaries of Telewest in accordance with the Steps Paper
and provided 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 



 39
 









fairly attributable to up-streaming
the cash proceeds to a Borrower or making any distribution in connection with
such proceeds to enable them to reach a Borrower;


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


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


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


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


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


(a)                                  in an aggregate
amount not exceeding £600 million (“Option A
Alternative Bridge Facility Refinancing”); or


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


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


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


“Non-Bank Group
Serviceable Debt” means:


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


(b)                                  Financial Indebtedness
arising under any Guaranteed Parent Debt; and



 40














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


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


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


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


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


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


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


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


“Non-Funding Lender” is either:


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


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


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


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


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


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


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



 41
 








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


“NTL Group” means NTL and its Subsidiaries from time to
time.  For information purposes only, the
members of the NTL Group as at 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, 



 42
 








losses and expenses which an
L/C Bank (or any of the Indemnifying Lenders) incurs or sustains in connection
with a Documentary Credit,


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


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


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


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


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


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


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


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


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


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


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


“Permitted Payments” means:


(a)                                  the payment of any dividend,
payment, loan or other distribution, or the repayment of a loan or the
redemption of loan stock or redeemable equity made, at any time, to fund the
payment of expenses (including taxes and the buy back of stock from employees)
by any member of the Group the aggregate amount of such payments 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;



 43
 








(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, 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;



 44
 








(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);



 45
 








(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).



 46
 








“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).


“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.



 47
 








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


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


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


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


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


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


“Relevant Tax Jurisdiction” means:


(a)                                  the United Kingdom, in
relation to a UK Borrower;


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


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


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


“Repayment Date” means:


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


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


(c)                                  in respect of
the B1 Facility Outstandings, the B2 Facility Outstandings, the B3 Facility
Outstandings, the B4 Facility Outstandings, the B5 Facility Outstandings, the
B6 Facility Outstandings and the C Facility Outstandings, the relevant Final
Maturity Date,



 48
 








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


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


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



 49
 








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


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


“Revolving Facility Instructing Group”
means:


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


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


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


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


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


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


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


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


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


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


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


“Security Documents” means:


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


(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 



 50
 








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


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


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


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


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


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


“Sit-up Acquisition Documents” means each
of:


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


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


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


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


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


“Solvent” and “Solvency”
mean, with respect to any US Obligor on a particular date, that on such date
(a) the value of the property of such US Obligor (both at present and present
fair and present fair sales value) is greater than the total amount of
liabilities, including, without limitation, contingent and unliquidated
liabilities, of such US Obligor as such liabilities mature, (b) such person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such person’s ability to pay such debts and liabilities as
they mature and (c) such US Obligor is not engaged in business or a
transaction, and is not about to engage in business or a transaction, for which
such person’s property would constitute an unreasonably 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.



 51















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


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


(a)                                  following the cancellation
of the A1 Facility and the B1 Facility, for the purposes set out in
paragraph (b) of Clause 2.3 (Purposes);
or


(b)                                  for the
purposes of refinancing the Total Baseball Debt,


provided
that in each case:


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


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


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


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


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


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


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


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


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


“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, 



 52
 









if necessary, in accordance
with the terms of this Agreement and to reflect any repayment, consolidation or
division of that Advance;


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


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


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


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


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


“Structure 2 Opinions” means:


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


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


in each case:


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


(ii)                                issued on the date of the
Structure Notice; and


(iii)                            to the effect that (i) VMIH’s
acquisition of Virgin Media (UK) Group, Inc. (formerly known as NTL (UK) Group,
Inc.) shares from Virgin Media (UK) Group, Inc. (formerly known as NTL (UK)
Group, Inc.) should not result for 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 



 53
 









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).



 54
 









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


(a)                                  any company:


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


“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.



 55
 









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


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


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


“Term” means:


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


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


“Term Facilities” means the A Facility, the A1 Facility, the B1
Facility, the B2 Facility, the B3 Facility, the B4 Facility, the B5 Facility,
the B6 Facility and the C Facility and “Term
Facility” means any of them, as the context requires.


“Term Facility Advance” means any A Facility Advance, an A1
Facility Advance, B1 Facility Advance, B2 Facility Advance, B3 Facility
Advance, B4 Facility Advance, B5 Facility Advance, B6 Facility Advance or C
Facility Advance and “Term Facility Advances”
shall be construed accordingly.


“Term Facility Outstandings” means, at any time, the aggregate
of the A Facility Outstandings, the A1 Facility Outstandings, the B1 Facility
Outstandings, the B2 Facility Outstandings, the B3 Facility Outstandings, the
B4 Facility Outstandings, the B5 Facility Outstandings, the B6 Facility
Outstandings and C Facility Outstandings, at such time.


“Termination Date” means:


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


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


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


(d)                                  in relation to the B5
Facility or the B6 Facility, 15 May 2007;


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



 56
 









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


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


“Total Baseball Debt” means all amounts drawn under the A1
Facility and the B1 Facility, by Baseball Cash Bidco and used for any of the
purposes specified in paragraph (b) of Clause 2.3 (Purpose) (including without limitation,
any principal amounts, prepayment penalties, make-whole payments, accrued
interest and Break Costs relating thereto).


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


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


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


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


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



 57
 









“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.



 58
 









“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.



 59
 









“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.



 60















“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



 61
 









(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 



 62
 









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 



 63
 









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



 64
 









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 (g) below, following delivery of a notice by the Company
and upon their accession to this Agreement in accordance with Clause 2.6 (Alternative Bridge Facility Refinancing)
below, the C Facility Lenders grant) upon the terms and subject to the
conditions of this Agreement:


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


(b)                                  to
Baseball Cash Bidco, a term loan facility in a maximum amount of £175,000,000
(the “A1 Facility”) which shall be available
in Sterling in a single drawing;


(c)                                  to
Baseball Cash Bidco, a term loan facility in a maximum amount of £300,000,000
(the “B1 Facility”) which shall be available
in Sterling in a single drawing;


(d)                                  to
the Company, a term loan facility in a maximum amount of £350,652,430.56 (the “B2 Facility”) which shall be available in Sterling;


(e)                                  to
the Company, a term loan facility in a maximum amount of €500,000,000 (the “B3 Facility”) which shall be available in euro;


(f)                                    to
the Company, a term loan facility in a maximum amount of $650,000,000 (the “B4 Facility”) which shall be available in Dollars;


(g)                                 to
the Company, a term loan facility in a maximum amount of £590,000,000 (the “B5 Facility”) which shall be available in Sterling;


(h)                                 to
VMIH Sub Limited, a term loan facility in a maximum amount of £300,000,000 (the
“B6 Facility”) which shall be available
in Sterling;


(i)                                    to
the Company, a term loan facility in a maximum amount of up to £300,000,000
(the “C Facility”) which shall be available
for utilisation in a single drawing during the C Facilty Availability Period in
Dollars and/or Sterling in such proportions as shall be agreed between the
Company and the C Facility Lenders;


(j)                                    to
the Borrowers (other than the US Borrower), a revolving loan facility in a
maximum aggregate amount of £100,000,000 (the “Revolving
Facility”) which shall be available for drawing in euro, Dollars,
Sterling or any Optional Currency subject to the utilisation in full of the A
Facility.


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, 



 65
 









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                               Purpose


(a)                                  The
A Facility shall be applied towards financing:


(i)                                    the
repayment in full of all amounts due and payable under the Existing Credit
Facilities (including in each case without limitation, by way of principal,
interest, break costs, fees and expenses, commission and any other premiums);
and


(ii)                                any
fees, costs and expenses due and payable under the Finance Documents and any
other fees, costs and expenses incurred by the Obligors in connection with the
negotiation and preparation of the Finance Documents,


provided that, for the
avoidance of doubt, no portion of the A Facility (or proceeds therefrom) may be
used to finance any part of the purchase price payable for the Merger or any
related fees, costs and expenses incurred therein.


(b)                                  The
B2 Facility, B3 Facility and B4 Facility shall be applied towards the repayment
of the Bridge Facility, through a series of transactions as more particularly
described in the Steps Paper.


(c)                                  The
B5 Facility and B6 Facility shall be applied towards the prepayment of:


(i)                                    the
A Facility Outstandings and the A1 Facility Outstandings; and


(ii)                                the
B1 Facility Outstandings, B2 Facility Outstandings, B3 Facility Outstandings
and/or B4 Facility Outstandings pro rata,
to the extent any B1 Facility Lenders, B2 Facility Lenders, B3 Facility Lenders
or B4 Facility Lenders have not previously waived their right to receive their pro rata share of such prepayment and have
elected to receive such prepayment pursuant to paragraph (c) of Clause 11.3 (Application of Prepayments),


in each case
in accordance with the terms of the Fourth Amendment Letter and together with
any fees, costs and expenses incurred by the Obligors in connection with the
amendments and waivers required to be made to this Agreement pursuant to the
Fourth Amendment Letter.


(d)                                  The
A1 Facility and the B1 Facility shall be applied towards financing or
refinancing:


(i)                                    firstly,
the entire cash consideration payable by Baseball Cash Bidco in respect of the
Baseball Shares to be acquired by the Baseball Bidcos pursuant to the Baseball
Scheme and any payments to holders of options in respect of the Baseball Shares
who exercise or surrender their options in connection with the Baseball Scheme;


(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)




 66
 









above, the
repayment or reimbursement of amounts applied towards the repayment in full of
all amounts due and payable under the Existing Baseball Facilities (including
in each case without limitation, by way of principal, interest, break costs,
fees and expenses, commission and any other premiums) on or after the Baseball
Effective Date.


(e)                                  The
C Facility shall be applied, together with any New High Yield Notes issued
pursuant to an Option B Alternative Bridge Facility Refinancing, for the
purpose of refinancing the Alternative Bridge Facility in full.


(f)                                    The
Revolving Facility shall be applied for the purposes of financing the ongoing
working capital requirements and the general corporate purposes of the Bank
Group and may be utilised by way of Revolving Facility Advances, Documentary
Credits or, subject to the provisions of Clause 6 (Ancillary Facilities), Ancillary
Facilities.


(g)                                 Each
Borrower shall apply all amounts borrowed under this Agreement in or towards
satisfaction of the purposes referred to in paragraphs (a) to (f) (as
applicable) and none of the Finance Parties shall be obliged to concern
themselves with such application.


2.4                               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.


2.5                               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.


2.6                               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.



 67
 









2.7                               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.


3.                                      CONDITIONS


3.1                               Vanilla
Conditions Precedent


(a)                                  The
obligations of the Lenders to make the A Facility and the Revolving Facility
available shall be conditional upon the Facility Agent having confirmed to the
Company that it has received (or has waived in accordance with this Agreement,
the requirement to receive) the documents listed in paragraphs 1 to 9 of
Part 1 of  Schedule 4 (Conditions Precedent to First Utilisation)
and that each is satisfactory, in form and substance, to the Facility Agent,
acting reasonably.  The Facility Agent
shall notify the Company and the Lenders promptly upon being so satisfied.


(b)                                  The
obligations of the Lenders to make the B2 Facility, B3 Facility and  B4 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.



 68
 









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 or any Documentary Credit; or



 69
 









(d)                                  refuse
to make available any A Facility Advance for the purposes set out in
paragraph (a) of Clause 2.3 (Purpose),


unless either:


(i)                                    the
conditions precedent to first Utilisation required by Clause 3.1 (Vanilla Conditions Precedent) are not
satisfied or waived or a Borrower fails to deliver a Utilisation Request in
respect of such Utilisation; or


(ii)                                a
Vanilla Drawstop Default has occurred and is continuing,


provided that any matter
contained in this Clause 3.5 shall be without prejudice to the Lenders’
rights or remedies in respect of any Event of Default which has occurred and
which remains outstanding upon the expiry of the Vanilla Certain Funds Period.


3.6                               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.



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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 Revolving Facility
Advance, such Utilisation occurs on or after the maximum principal amount of
the Term Facility being utilised and, the proposed Sterling Amount of such
Revolving Facility Advance is (i) equal to the amount of the Available
Revolving Facility Commitment at such time, or (ii) less than such amount but
equal to a minimum of £5 million, or an integral multiple of £1 million;


(d)                                  in
the case of a Utilisation by way of Documentary Credit, the proposed Sterling
Amount of such Documentary Credit is (i) equal to the amount of the Available
Revolving Facility or (ii) less than such amount but equal to or more than
£1  million or such lesser amount as the
L/C Bank may agree;


(e)                                  in
the case of a Utilisation by way of a Revolving Facility Advance, immediately
after the making of such Advance there will be no more than 10 Revolving
Facility Advances then outstanding;


(f)                                    in
the case of a Utilisation by way of a Documentary Credit, the proposed Term of
the Documentary Credit ends on or before the Termination Date in respect of the
Revolving Facility;


(g)                                 in
the case of a Utilisation by way of a Revolving Facility Advance, the proposed
Term of such Advance is a period of 1, 2, 3 or 6 months or such other period of
up to 12 months as all the Lenders having a Revolving Facility Commitment may
agree prior to submission of the relevant Utilisation Request, and ends on or
before the Final Maturity Date in respect of the Revolving Facility provided
that, save as the Bookrunners may otherwise agree, prior to the Syndication
Date, the Term of each Revolving Facility Advance shall be 1 month (or, if
less, such duration as is necessary to ensure that such Term ends on the
Syndication Date);



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(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; or


(D)                               in the case of any
Utilisation under the C Facility, the Repeating Representations made by the
persons identified as making those representations are true in all material
respects by reference to the circumstances then existing and no Default is
continuing or would result from the proposed Utilisation.


4.2                               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.



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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 (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 are repaid (subject to Break Costs, if applicable, but 



 73
 









otherwise
without penalty or premium which might otherwise be payable) to prevent the
Sterling Amount of the Revolving Facility Outstandings exceeding the aggregate
amount of all of the Revolving Facility Commitments adjusted to reflect any
cancellations or reductions, following any adjustment under paragraph (a)
above.


5.4                               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).



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(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.



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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.



 76
 









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 a Revolving Facility Commitment as an L/C Bank or as a
replacement therefor, but not with respect to Documentary Credits already
issued by any other L/C Bank.


(b)                                  Any
Lender so designated shall become an L/C Bank under this Agreement by
delivering to the Facility Agent an executed L/C Bank Accession Certificate.


(c)                                  An
L/C Bank may resign as issuer of further Documentary Credits at any time if (i)
the Company and an Instructing Group consent to such resignation or so require;
(ii) there is, in the reasonable opinion of the L/C Bank, an actual or
potential conflict of interest in it continuing to act as L/C Bank; or (iii)
its Revolving Facility Commitment is reduced to zero, provided that the L/C
Bank shall not resign until a replacement L/C Bank is appointed.


6.                                      ANCILLARY
FACILITIES


6.1                               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 by delivery of a notice (a “Conversion
Notice”) to the Facility Agent, request an Ancillary Facility to be
established by the conversion of any Lender’s Available Revolving Facility
Commitment (or any part of it) into an Ancillary Facility Commitment with
effect from the date (in this Clause 6, the “Effective
Date”) specified in the Conversion Notice (being a date not less
than 3 Business Days after the date such Conversion Notice is received by
the Facility Agent).


(b)                                  Each
Conversion Notice shall specify:


(i)                                    the
nominated Ancillary Facility Lender;


(ii)                                the
type of Ancillary Facility and the currency or currencies in which the relevant
Borrower wishes such Ancillary Facility to be available;


(iii)                            the
proposed Sterling Amount of the original Ancillary Facility Commitment, being
an amount equal to (i) the Available Revolving Facility Commitment of the
nominated Ancillary Facility Lender or, if less, (ii) equal to or more than £5
million;


(iv)                               the
commencement and expiry date for the relevant Ancillary Facility (such expiry
date not to extend beyond the Final Maturity Date in respect of the Revolving
Facility);



 77
 









(v)                                   if
the Ancillary Facility is an overdraft facility comprising more than one
account its maximum gross amount (that amount being the “Designated
Gross Amount” and its maximum net amount (that amount being the “Designated Net Amount”;


(vi)                               such
other details as to the nature, amount, fees for and operation of the proposed
Ancillary Facility as the Facility Agent and the nominated Ancillary Facility
Lender may reasonably require.


(c)                                  The
Facility Agent shall promptly notify each of the Lenders having a Revolving
Facility Commitment of each Conversion Notice received pursuant to
paragraph (a) above.


(d)                                  Any
Lender nominated as an Ancillary Facility Lender which has notified the
Facility Agent of its consent to such nomination shall be authorised to make
the proposed Ancillary Facility available in accordance with the Conversion
Notice (as approved by the Facility Agent) with effect on and from the
Effective Date.  No other Lender shall be
obliged to consent to the nomination of the Ancillary Facility Lender.


(e)                                  Any
material variation from the terms of the Ancillary Facility or any proposed
increase or reduction of the Ancillary Facility Commitment shall be effected on
and subject to the provisions of this Clause 6 mutatis mutandis as if such Ancillary Facility were newly
requested, provided that the Sterling Amount of the Ancillary Facility
Outstandings under each Ancillary Facility shall at no time exceed the related
Ancillary Facility Commitment.


(f)                                    Each
relevant Borrower may (subject to compliance with the applicable terms of the
relevant Ancillary Facility) at any time by giving written notice to the
Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary
Facility Commitment pursuant to and in accordance with Clause 10.1 (Voluntary Cancellation), provided that on
the date of such cancellation, that part of such Ancillary Facility Commitment
as shall have been so cancelled shall be converted back into the Revolving
Facility Commitment of the relevant Lender unless the Revolving Facility
Commitments are also cancelled on such date.


(g)                                 The
Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate
and be cancelled on the date agreed therefor between the relevant Ancillary
Facility Lender and the relevant Borrower, provided such date shall be no later
than the Termination Date in respect of the Revolving Facility (the “Ancillary Facility Termination Date”).  Any Ancillary Facility Outstandings on the
applicable Ancillary Facility Termination Date shall be repaid in full by the
relevant Borrower on such date.


(h)                                 The
Revolving Facility Commitment of each Lender at any time shall be reduced by
the amount of any Ancillary Facility Commitment of such Lender at such time but
shall, subject to any other provisions of this Agreement, automatically be
increased by the amount of any portion of its Ancillary Facility Commitment
which ceases to be made available to the relevant Borrowers for any reason
(other than as a result of Utilisation of it) in accordance with the terms of
such Ancillary Facility or is cancelled pursuant to paragraphs (f) or (g)
above.


6.2                               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 



 78
 









and other
remuneration in respect of such Ancillary Facility) shall be those determined
by agreement between the Ancillary Facility Lender and the relevant Borrower,
provided that such terms shall be based upon the normal commercial terms and
market rates of the relevant Ancillary Facility Lender.


(b)                                  In
the case of any inconsistency or conflict between the terms of any Ancillary
Facility, the applicable Ancillary Facility Documents and this Agreement, the
terms and provisions of the applicable Ancillary Facility Document shall
prevail unless the contrary intention is expressly provided for in this
Agreement.


(c)                                  Each
relevant Borrower and Ancillary Facility Lender will promptly upon request by
the Facility Agent, supply the Facility Agent with such information relating to
the operation of each Ancillary Facility (including without limitation details
of the Ancillary Facility Outstandings and the Sterling Amount thereof) as the
Facility Agent may from time to time reasonably request (and each relevant
Borrower consents to such documents and information being provided to the
Facility Agent and the other Lenders).


6.3                               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 a Revolving Facility
Commitment and each Ancillary Facility Lender in respect of amounts outstanding
to them under the Revolving Facility and Ancillary Facilities respectively
shall be adjusted in accordance with this Clause 6.3 by making all
necessary transfers of such portions of such claims such that following such
transfers the Revolving Facility Outstandings and Ancillary Facility
Outstandings (together with the rights to receive interest, fees and charges in
relation thereto) of (i) each Lender with a Revolving Facility Commitment and
(ii) each Ancillary Facility Lender, in each case as at the Acceleration Date
shall be an amount corresponding pro rata
to the proportion that the sum of such Lender’s Revolving Facility Commitment
and/or (as the case may be) Ancillary Facility Commitment bears to the sum of
all of the Revolving Facility Commitments and the Ancillary Commitments, each
as at the Acceleration Date.


(c)                                  No
later than the third Business Day following the Acceleration Date each of the
Ancillary Facility Lenders shall notify the Facility Agent in writing of the
Sterling Amount of its Ancillary Facility Outstandings as at the close of
business on the Acceleration Date, such amount to take account of any clearing
of debits which were entered into the clearing system of such Ancillary
Facility Lenders prior to the Acceleration Date and any amounts credited to the
relevant accounts prior to close of business on the Acceleration Date.


(d)                                  On
receipt of the information referred to in paragraph (c) above, the Facility
Agent will promptly determine what adjustment payments (if any) are necessary
as between the Lenders participating in the Revolving Facility and each
Ancillary Facility Lender in order to ensure that, following such adjustment
payments, the requirements of paragraph (b) above are complied with.


(e)                                  The
Facility Agent will notify all the Lenders as soon as practicable of its
determinations pursuant to paragraph (d) above, giving details of the
adjustment payments required to be made. 
Such adjustment payments shall be payable by the 



 79
 









relevant
Lenders and shall be made to the Facility Agent within 3 Business Days
following receipt of such notification from the Facility Agent.  The Facility Agent shall distribute the
adjustment payments received, among the Ancillary Facility Lenders and the
Lenders participating in the Revolving Facility in order to satisfy the
requirements of paragraph (b) above.


(f)                                    If
at any time following the Acceleration Date, the amount of Revolving Facility
Outstandings of any Lender or Ancillary Facility Outstandings of any Ancillary
Facility Lender used in the Facility Agent’s calculation of the adjustments
required under paragraph (d) above should vary for any reason (other than
as a result of currency exchange fluctuation or other reason which affects all
relevant Lenders equally), further adjustment payments shall be made on the
same basis (mutatis mutandis)
provided for in this Clause 6.3.


(g)                                 In
respect of any amount paid by any Lender (a “Paying
Lender”) pursuant to either of paragraphs (e) or (f) above, as
between a relevant Borrower and the Paying Lender, the amount so paid shall be
immediately due and payable by such relevant Borrower to the Paying Lender and
the payment obligations of such relevant Borrower to the Lender(s) which
received such payment shall be treated as correspondingly reduced by the amount
of such payment.


(h)                                 Each
Lender shall promptly supply to the Facility Agent such information as the
Facility Agent may from time to time request for the purpose of giving effect
to this Clause 6.3.


(i)                                    If
an Ancillary Facility Lender has the benefit of any Encumbrance securing any of
its Ancillary Facilities, the realisations from such security when enforced
will be treated as an amount recovered by such Ancillary Facility Lender in its
capacity as a Lender which is subject to the sharing arrangements in
Clause 35 (Sharing Among the Finance
Parties) to the intent that such realisation should benefit all
Lenders pro rata.


7.                                      OPTIONAL
CURRENCIES


7.1                               Selection
of Currency


Each relevant Borrower under
the Revolving Facility shall select the currency of a Revolving Facility
Advance made to it (which shall be Sterling, Dollars, euro or an Optional
Currency) in the Utilisation Request relating to the relevant Revolving
Facility Advance.


7.2                               Unavailability
of Optional Currency


If before 10.00 a.m. on the
Quotation Date for the relevant Revolving Facility Advance:


(a)                                  a
Lender notifies the Facility Agent that the relevant Optional Currency is not
readily available to it in the amount required; or


(b)                                  a
Lender notifies the Facility Agent that compliance with its obligation to
participate in the Revolving Facility Advance in the proposed Optional Currency
would contravene a Law or regulation applicable to it,


the Facility Agent will promptly
give notice to the relevant Borrower to that effect.  In this event, any Lender that gives notice
pursuant to this Clause 7.2 will be required to participate in the
relevant Revolving Facility Advance in Sterling (in an amount equal to that
Lender’s Proportion of the Sterling Amount of the relevant Revolving Facility
Advance or, in respect of a Rollover Advance, an amount equal to that Lender’s
Proportion of the Sterling Amount 



 80
 









of any amount that the
Lenders are actually required to advance in accordance with Clause 8.2 (Rollover Advances)), and its participation
will be treated as a separate Advance denominated in Sterling during that Term.


8.                                      REPAYMENT
OF REVOLVING FACILITY OUTSTANDINGS


8.1                               Repayment
of Revolving Facility Advances


Each relevant Borrower shall
(subject to Clause 8.2 (Rollover
Advances)) repay the full amount of each Revolving Facility Advance
drawn by it on its Repayment Date.


8.2                               Rollover
Advances


Without prejudice to each
relevant Borrower’s obligation to repay the full amount of each Revolving
Facility Advance made to it on the applicable Repayment Date, where, on the
same day on which such relevant Borrower is due to repay a Revolving Facility
Advance (a “Maturing Advance”)
such relevant Borrower has also requested that a Revolving Facility Advance in
the same currency as and in an amount which is equal to or less than the
Maturing Advance be made to it (a “Rollover
Advance”), subject to the Lenders being obliged to make such
Rollover Advance under Clause 4.1 (Conditions
to Utilisation), the amount to be so repaid and the amount to be so
drawn down shall be netted off against each other so that the amount which such
relevant Borrower is actually required to repay on the applicable Repayment
Date shall be the net amount remaining after such netting off.


8.3                               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 the Revolving Facility shall be repaid in
full on its Final Maturity Date.


9.                                      REPAYMENT
OF TERM FACILITY OUTSTANDINGS


9.1                               Repayment
of A Facility Outstandings and A1 Facility Outstandings


The relevant Borrowers shall
make such repayments as may be necessary to ensure that on each of the dates
set out in the table below (each a “Repayment
Date”) the aggregate Sterling Amount of the A Facility Outstandings
and A1 Facility Outstandings (as at the close of business in London on the
Merger Closing Date or the Baseball Effective Date, as applicable) is reduced
by an amount equal to the amount set out in the table below (each, an “A Facility  Repayment Instalment” or an “A1
Facility Repayment Instalment” (as applicable)).



 81
 









 




	
  Repayment Date

  	
   

  	
  Amount Repayable

  
	
   

  	
   

  	
  A Facility

  	
   

  	
  A1 Facility

  
	
  30 September 2007

  	
   

  	
  £225 million

  	
   

  	
  £12 million

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31 March 2008

  	
   

  	
  £225 million

  	
   

  	
  £12 million

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30 September 2008

  	
   

  	
  £225 million

  	
   

  	
  £12 million

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31 March 2009

  	
   

  	
  £250 million

  	
   

  	
  £15 million

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30 September 2009

  	
   

  	
  £450 million

  	
   

  	
  £25 million

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31 March 2010

  	
   

  	
  £500 million

  	
   

  	
  £27 million

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30 September 2010

  	
   

  	
  £550 million

  	
   

  	
  £30 million

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Final Maturity Date

  	
   

  	
  £925 million

  	
   

  	
  £42 million

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  or such other
  amounts outstanding in respect of the A Facility on the Final Maturity Date.

  	
   

  	
  or such other
  amounts outstanding in respect of the A1 Facility on the Final Maturity Date.

  






 


9.2                               No
Reborrowing of A Facility Advances or A1 Facility Advances


No Borrower may reborrow any
part of any A Facility Advance or the A1 Facility Advance which is repaid.


9.3                               Repayment
of B1 Facility Outstandings, B2 Facility Outstandings, B3 Facility
Outstandings, B4 Facility Outstandings, B5 Facility Outstandings, B6 Facility
Outstandings and C Facility Outstandings


The relevant Borrower shall
repay the aggregate outstanding principal amount of the B1 Facility Advances,
the B2 Facility Advances, the B3 Facility Advances, the B4 Facility Advances,
the B5 Facility Advances, the B6 Facility Advances and the C Facility Advances
in full in one instalment on the applicable Final Maturity Date.


10.                               CANCELLATION


10.1                        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 or the B1 Facility, a
Baseball Instructing Group) cancel any Available Facility in whole or any part
(but if in part, in an amount that reduces the Sterling Amount of such Facility
by a minimum amount of £5,000,000 and an integral multiple of £1,000,000) and
any such cancellation shall (subject to the provisions of Clause 6.1(g) (Utilisation of Ancillary Facilities),
reduce the relevant Available Commitments of the Lenders rateably.


10.2                        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.



 82















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 or a B1 Facility Advance, a Baseball Instructing
Group, has given its prior consent to a shorter period):


(i)                                    repay
the A Facility Advance or A1 Facility Advance (as applicable) drawn by it in
whole or in part (but if in part, in an amount that reduces the Sterling Amount
of the A Facility Advance or A1 Facility Advance (as applicable) by a minimum
amount of £5,000,000 and an integral multiple of £1,000,000) together with
accrued interest on the amount repaid without premium or penalty but subject to
the payment of any Break Costs (if applicable); and


(ii)                                repay
the B1 Facility Advance, the B2 Facility Advance, the B3 Facility Advance, the
B4 Facility Advance, the B5 Facility Advance and the B6 Facility Advance drawn
by it in whole or in part (but if in part, in an amount that reduces the
Sterling Amount of the B1 Facility Advance, the B2 Facility Advance, the B3
Facility Advance, the B4 Facility Advance, the B5 Facility Advance and the B6
Facility Advance by a minimum amount of £5,000,000 and an integral multiple of
£1,000,000), together with accrued interest on the amount repaid without
premium or penalty but subject to the payment of any Break Costs (if
applicable) and subject to a 1.00% prepayment premium payable on the principal
amount being repaid during the first 18 months from the Merger Closing Date (or
the Structuring Date, whichever is later).


(b)                                  Without
prejudice to the provisions of paragraph (a) above, the Company may at its
option, at any time on or prior to 31 December 2006, refinance the whole (but
not part only) of any A1 Facility Outstandings and B1 Facility Outstandings
from the proceeds of a Stand Alone Baseball Financing.


(c)         (i)                                           The
Company may by giving the Facility Agent not less than 5 Business Days’ prior
written notice to that effect, prepay the whole or any part of the C Facility
Advance (but if in part, in an amount that reduces the Sterling Amount of the C
Facility Advance by a minimum amount of £5,000,000 and an integral multiple of
£1,000,000), together with accrued interest on the amount repaid and the
applicable Prepayment Premium.


(ii)                                If
the Company prepays the whole or any part of the C Facility Advance, the
Company shall pay to the Facility Agent for the account of the C Facility
Lenders the applicable Prepayment Premium (if any).



 83
 









“Prepayment Premium” means, in relation to any portion of the C
Facility Advance which is prepaid:


(A)                               at any time on
or prior to the second anniversary of the Utilisation Date in respect of the C
Facility (the “Designated Anniversary”),
an amount equal to the greater of (a) 1.0% of the aggregate principal amount of
such C Facility Advance at such time and (b) the excess (to the extent
positive) of (i) the present value at such time of (A) an amount equal to 102%
of the aggregate principal amount of such C Facility Advance plus (B) any
interest payments which would accrue on such C Facility Advance from such time
up to and including the Designated Anniversary (including accrued and unpaid
interest) computed using a discount rate equal to the Gilt Rate (in relation to
C Facility Advances denominated in Sterling) or the Treasury Rate (in relation
to C Facility Advances denominated in Dollars) in each case plus 50 basis
points over (ii) the aggregate principal amount of such C Facility Advance; or


(B)                               at any time
after the Designated Anniversary, an amount equal to the percentage set out in
the table below opposite the applicable period during which the relevant
prepayment is made and calculated on the principal amount of the C Facility
Advance so prepaid.




	
  Period

  	
   

  	
  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 paragraph (c) below, firstly, in
repayment of the Term Facility Outstandings (other than the C Facility
Outstandings) pro rata to the
aggregate amount of A Facility Outstandings, A1 Facility Outstandings, B1
Facility Outstandings, B2 Facility Outstandings, B3 Facility Outstandings, B4
Facility Outstandings, B5 Facility Outstandings and B6 Facility Outstandings on
the date of such repayment until all A Facility Outstandings, all A1 Facility
Outstandings,



 84
 









all B1
Facility Outstandings, all B2 Facility Outstandings, all B3 Facility
Outstandings, all B4 Facility Outstandings, all B5 Facility Outstandings and
all B6 Facility Outstandings have been repaid in full, secondly, in repayment
of the C Facility Outstandings and, thirdly, in repayment of Revolving Facility
Outstandings on the date of such repayment.


(b)                                  Any
repayment of A Facility Outstandings or the A1 Facility Outstandings (as
applicable) made pursuant to paragraph (a) shall either:


(i)                                    reduce
each of the remaining Repayment Instalments for the A Facility or the A1
Facility (as applicable) on a pro rata
basis; or


(ii)                                at
the election of the Company made on or prior to the date upon which such
repayment of the A Facility Outstandings or the A1 Facility Outstandings is
made pursuant to paragraph (a) above, repay the immediately succeeding
four Repayment Instalments for the A Facility and/or the A1 Facility in
chronological order of maturity, and thereafter in respect of any excess,
reduce each of the remaining Repayment Instalments for the A Facility or the A1
Facility on a pro rata basis.


(c)                                  Without
prejudice to the provisions of paragraph (a) above, any Lender under the
B1 Facility (a “B1 Facility Lender”), the B2
Facility (a “B2 Facility Lender”), the B3
Facility (a “B3 Facility Lender”), the B4
Facility (a “B4 Facility Lender”), the B5
Facility (a “B5 Facility Lender”) or the B6 Facility
(a “B6 Facility Lender”), may at its sole
discretion during the first 18 months from the Merger Closing Date (or the
Structuring Date, whichever is later) (other than in the case of a prepayment
in full of the B1 Facility, the B2 Facility, the B3 Facility, the B4 Facility,
the B5 Facility or the B6 Facility), following such Lender’s receipt of notice
of prepayment, notify the Facility Agent within 3 Business Days after receipt
of such notice that it elects to receive its share of the prepayment of the B1
Facility Outstandings, the B2 Facility Outstandings, the B3 Facility
Outstandings, the B4 Facility Outstandings, the B5 Facility Outstandings or the
B6 Facility Outstandings, as applicable, to be made pursuant to
paragraph (a), at the time such prepayment is to be made.  In the event such notification is not made,
the amount which would have been applied in prepaying such B1 Facility Lender,
B2 Facility Lender, B3 Facility Lender, B4 Facility Lender, B5 Facility Lender
or B6 Facility Lender, as applicable, shall instead be applied in prepayment to
the Lenders of the A Facility, the A1 Facility and any accepting B1 Facility
Lenders, any accepting B2 Facility Lenders, any accepting B3 Facility Lenders,
any accepting B4 Facility Lenders, any accepting B5 Facility Lenders or any
accepting B6 Facility Lenders, as applicable, on a pro rata basis.


(d)                                  Without
prejudice to the provisions of paragraph (a) above, any C Facility Lender
may at its sole discretion at any prior to the fourth anniversary of the
Utilisation Date in respect of the C Facility Advance (other than in the case
of a prepayment in full of the C Facility) notify the Facility Agent at least 3
Business Days in advance that it does not wish to receive its share of the
prepayment of the C Facility Outstandings to be made pursuant to
paragraph (a), at the time such prepayment is to be made.  In the event of such notification, the amount
which would have been applied in prepaying such C Facility Lender shall instead
be applied in prepayment of any non-declining C Facility Lenders on a pro rata basis, and thereafter, in
prepayment of the Revolving Facility Outstandings in accordance with
paragraph (e) below.


(e)                                  Any
repayment of any Revolving Facility Outstandings under this Agreement shall be
applied first against Revolving Facility Advances and when all Revolving
Facility Advances have been repaid in full, to provide cash collateral in
respect of any



 85
 









Outstanding
L/C Amounts.


11.4                        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 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) 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 repaid in accordance with Clause 8.1 (Repayment of Revolving Facility Advances)
or any Documentary Credit repaid in accordance with this Agreement on or prior
to the Final Maturity Date in respect of the Revolving Facility and upon any
repayment (other than in respect of a Revolving Facility Advance, as aforesaid)
the availability of the relevant Facility shall be reduced by an amount
corresponding to the amount of such repayment and the Available Commitment of
each Lender in relation to that Facility shall be cancelled in an amount equal
to such Lender’s Proportion of the amount repaid.  For the avoidance of doubt, unless expressly
agreed to the contrary in the relevant Ancillary Facility Documents, this
Clause 11.7 shall not apply to any Ancillary Facility.


12.                               MANDATORY
PREPAYMENT AND CANCELLATION


12.1                        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 Premum (if any, and in respect of the C Facility only)
and all other amounts payable pursuant to Clause 31 (Borrowers’ Indemnities) and any other
provision of this Agreement.


12.2                        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



 86
 









amount equal
to the Net Proceeds received:


(i)                                    by
any member of the Bank Group in respect of any Disposal of such member’s assets
or business in aggregate in excess of £35 million (or its equivalent in other
currencies) in any financial year of the Company; or


(ii)                                by
any member of the Bank Group in respect of any insurance policy in aggregate
exceeding £15 million (or its equivalent in other currencies) in any financial
year of the Company,


is applied in or towards
repayment of the Outstandings in accordance with Clause 11.3 (Application of Repayments) at the end of
the Interest Period next ending on or after the 10th Business Day
following the date of receipt of such Net Proceeds.


(b)                                  Paragraph
(a) shall not apply to Net Proceeds arising:


(i)                                    from
a Disposal where such Net Proceeds are used for the acquisition of or
reinvestment in assets used or useful in the Group Business or in a business
whose primary operations are directly related to the Group Business or are
applied towards capital expenditure of the Bank Group, in each case, within 12
months of the date of the receipt of such Net Proceeds and to the extent not
otherwise restricted by the provisions of this Agreement;


(ii)                                from
any Disposal permitted under Clause 25.6 (Disposals)
other than in relation to Disposals permitted under paragraphs (b) (with
respect to surplus assets only and where the Net Proceeds of such Disposal, or
a series of Disposals forming part of the same transaction exceeds £5,000,000),
(j), (k), (o)(ii), (p), (q), (s) and (w);


(iii)                            from
any insurance recovery, where the Net Proceeds arising out of the same are to
be applied within 12 months of receipt in replacing, reinstating or repairing
the relevant damaged or destroyed assets or in refinancing any expenditure
incurred in the replacement, reinstatement and/or repair of such assets or for
the acquisition of or reinvestment in assets acquired for use in the Group
Business or in a business whose primary operations are directly related to the
Group Business for application towards capital expenditure; or


(iv)                               from
any Content Transaction which shall instead be applied as follows:


(A)                               the first £200
million shall be retained by the Bank Group and, provided that no Event of
Default has occurred or would arise as a result of such payment, may be applied
towards the making of Permitted Payments; 


(B)                               a percentage of the
remainder shall be applied in mandatory prepayment of the Term Facilities, such
percentage being determined in accordance with the Leverage Ratio as at the
time of such Disposal, in accordance with the following table:




	
  Leverage Ratio

  	
   

  	
  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

  	
  %

  






 



 87
 









(C)                               any Net Proceeds which are
not distributed in accordance with (A) above or required to be applied in
mandatory prepayment in accordance with (B) above, shall be retained within the
Bank Group,


provided that to the extent
that any Net Proceeds are not applied in accordance with
sub-paragraphs (i) or (iii) above (as applicable) within the applicable
time periods specified such amounts shall, subject to Clause 12.3 (Blocked Accounts), be applied in or
towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).


12.3                        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



 88
 









Consolidated
Net Debt as at the end of such financial year to Consolidated Operating
Cashflow for such financial year is greater than or equal to 4:1; or


(ii)                                25%
of Excess Cash Flow in such financial year of the Company, in the event that
the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual
financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the
ratio of Consolidated Net Debt as at the end of such financial year to
Consolidated Operating Cashflow for such financial year, is less than 4:1 but
more than or equal 3.0:1,


is, subject to
paragraph (c) of Clause 12.3 (Blocked
Accounts), applied in prepayment of Outstandings in accordance with
Clause 11.3 (Application of Repayments)
within 10 Business Days of the filing by the Ultimate Parent of its audited
financial statements, provided that any such payment may be deferred by a
period of up to 30 days if the management of the Ultimate Parent, acting
reasonably and in good faith, are able to demonstrate to the satisfaction of
the Facility Agent (acting reasonably) that the cash reserves of the Group
would be reduced temporarily by such payment to below £200 million (for this
purpose disregarding any availability under the Revolving Facility).


(b)                                  Subject
to paragraph (c) below, no repayments shall be required under
paragraph (a) above in the event that the Compliance Certificate most
recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial
information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of
Consolidated Net Debt as at the end of such financial year to Consolidated
Operating Cashflow for the relevant financial year, is less than 3:1.


(c)                                  In
respect of the financial year ended 31 December 2006, the calculation of any
Excess Cash Flow pursuant to paragraphs (a) and (b) above, shall be
calculated by reference to the Excess Cash Flow for the period commencing on
but excluding the Merger Closing Date (or, in the case of Excess Cash Flow
attributable to that part of Bank Group Cash Flow attributable to the Baseball
Group, the Baseball Effective Date) to and including 31 December 2006.


12.5                        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 50% of Debt Proceeds raised by
any member of the Group in connection with any single raising of Debt Proceeds
which exceeds £10 million shall be applied in prepayment of Outstandings,
in accordance with Clause 11.3 (Application
of Repayments) within 10 Business Days following receipt of such
Debt Proceeds.


(b)                                  Paragraph
(a) above shall not apply to:


(i)                                    any
Financial Indebtedness raised under the Bridge Facility Agreement, the
Alternative Bridge Facility Agreement, the Exchange Notes or the New High Yield
Notes, and in the case of the latter up to the aggregate of (A) the aggregate
principal amount outstanding under the Bridge Facility or the Alternative
Bridge Facility (as the case may be), (B) any accrued interest thereon, (C) any
contractual premium payable in respect thereof and (D) any fees, costs,
expenses, commissions and other similar charges reasonably incurred in
connection with such financing;



 89
 









(ii)                                any
Financial Indebtedness raised in connection with any High Yield Debt
Refinancing;


(iii)                            any
Financial Indebtedness in respect of any Hedging Agreement entered into by any
member of the Group;


(iv)                               any
Financial Indebtedness raised by any member of the Group from any other member
of the Group to the extent not otherwise prohibited by this Agreement;


(v)                                   any
Financial Indebtedness to the extent raised by any member of the Bank Group
which is permitted by Clause 25.4 (Financial
Indebtedness);


(vi)                               Financial
Indebtedness constituting Parent Debt which is incurred in compliance with the
provisions of Clause 25.18 (Parent Debt);


(vii)                           any
Financial Indebtedness to the extent raised by any member of the Group (other
than a member of the Bank Group) the proceeds of which are contributed to the
Bank Group in accordance with Clause 24.15 (Contributions to the Bank Group);


(viii)                       any
Financial Indebtedness constituting any “daylight loans” which are expressly
contemplated by the Steps Paper (and as such term is defined or referred to
therein);


(ix)                              any
net cash proceeds of any debt issuances which are expressly contemplated in the
Steps Paper;


(x)                                  with
the prior written consent of an Instructing Group, any Financial Indebtedness
raised by any member of the Group which is not a member of the Bank Group, the
proceeds of which shall be applied towards the financing of an acquisition to
be made by such person or any other member of the Group which is not a member
of the Bank Group;


(xi)                              any
Financial Indebtedness which constitutes Merger Indebtedness;


(xii)                          any
Financial Indebtedness contemplated by the provisions of the Commitment Letter
and to be incurred following delivery of a Structure Notice;


(xiii)                      any
Financial Indebtedness raised by any Permitted Joint Venture;


(xiv)                         any
proceeds of any Stand Alone Baseball Financing; or


(xv)                             any
proceeds of any Alternative Baseball Financing,


provided that in the
case of sub-paragraph (vii) above, such Debt Proceeds shall within
90 days of receipt thereof, be contributed into the Bank Group and deposited
into a Blocked Account as contemplated by Clause 12.3 (Blocked Accounts) and if not applied
within 90 days after such deposit shall, subject to paragraph (b) of
Clause 12.3 (Blocked Accounts),
be applied in or towards repayment of Outstandings in accordance with
Clause 11.3 (Application of Repayments).


 



 90














12.6                        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, the aggregate Revolving
Facility Commitments have been permanently cancelled by an amount equal to the
amount of Revolving Facility Outstandings so prepaid and such Equity Proceeds
are applied in prepayment of the Parent Debt so used;


(ii)                                to
the extent contributed to or invested in the Bank Group in accordance with
Clause 24.15 (Contributions to the Bank
Group) and thereafter applied by the ultimate recipient thereof
towards capital expenditure or the purchase price of



 91
 








any
acquisition or investment to the extent permitted by Clause 25.13 (Acquisitions and Investments);


(iii)                            to
the extent raised by any member of the Group which is a Joint Venture but which
is not a member of the Bank Group and applied for its own purposes;


(iv)                               arising
from the exercise of stock options or any similar securities issued to
directors, officers, employees or consultants of any member of the Group;


(v)                                   in
respect of any equity issuance expressly contemplated in the Steps Paper; or


(vi)                               in
respect of any New Equity issued by the Ultimate Parent and applied for the
purposes permitted under Clause 23.3 (Equity
Cure Right) or paragraph (o) of Clause 25.13 (Acquisitions and Investments),


provided that in the
case of sub-paragraph (ii) above, such Equity Proceeds shall immediately
upon their contribution into the Bank Group, be deposited into a Blocked
Account and if not applied in accordance with sub-paragraph (ii), as the
case may be, within 180 days of such receipt, shall, subject to
paragraph (b) of Clause 12.3 (Blocked
Accounts) be applied in or towards repayment of Outstandings in
accordance with Clause 11.3 (Application
of Repayments).


12.7                        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



 92
 








endeavours to
overcome any impediments described in this Clause.


13.                               INTEREST
ON REVOLVING FACILITY ADVANCES


13.1                        Interest
Payment Date for Revolving Facility Advances


On (a) each Repayment Date
(and, if the Term of any Revolving Facility Advance exceeds 6 months, on the
expiry of each period of 6 months during such Term) or (b) if Clause 17.2(d)
applies, the relevant Confirmation Date, the relevant Borrowers shall pay
accrued interest on each Revolving Facility Advance made to it.


13.2                        Interest
Rate for Revolving Facility Advances


The rate of interest
applicable to each Revolving Facility Advance during its Term shall be the rate
per annum which is the sum of the Revolving Facility Margin, the Associated
Costs Rate for such Advance at such time (if applicable) and, in relation to
any Revolving Facility Advance denominated in euro, EURIBOR, or in relation to
any Revolving Facility Advance denominated in any other currency, LIBOR, for
the relevant Term.


13.3                        Margin
Ratchet for Revolving Facility Advances


(a)                                  Subject
to paragraph (c) of this Clause 13.3, if in respect of any Quarter
Date falling not less than 3 months after the Merger Closing Date, the ratio of
Consolidated Net Debt to Consolidated Operating Cashflow computed on the same
basis as the ratio set out in paragraph (a) of Clause 23.2 (Ratios) is within the range of ratios set
out in column 1 of the table set out below, then the Revolving Facility Margin
shall be reduced or increased to the percentage rate per annum set out opposite
the relevant range in column 2.




	
  Leverage Ratio

  	
   

  	
  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 in accordance with
paragraph (a) above shall take effect in relation to Revolving Facility
Advances with effect from the date of receipt by the Facility Agent in respect
of the relevant Quarter Date of:


(i)                                    the
quarterly financial information required to be delivered in accordance with
Clause 22.1 (Financial Statements);
and


(ii)                                a
Compliance Certificate required to be delivered in accordance with
Clause 22.5 (Compliance Certificates)
evidencing the relevant ratio of Consolidated Net Debt to Consolidated
Operating Cashflow,



 93
 








and shall apply until the
date of receipt by the Facility Agent of the quarterly financial information
and Compliance Certificate in respect of the next succeeding Quarter Date on
which the financial covenants are required to be tested pursuant to
Clause 23.2 (Ratios) having
regard to the provisions of paragraph (e) thereof (or if such financial
information and Compliance Certificate are not so delivered, the last day upon
which such financial information and Compliance Certificate should have been so
delivered in accordance with Clause 22.1 (Financial
Statements) and Clause 22.5 (Compliance
Certificates) in respect of such Quarter Date) whereupon the
Revolving Facility Margin shall be recalculated on the basis of such financial
information and Compliance Certificate.


(c)                                  Upon
the occurrence of any Event of Default, the Revolving Facility Margin shall
revert to 2.25% and shall remain at such rate for so long as such Event of
Default is continuing and when such Event of Default ceases to be continuing it
shall revert:


(i)                                    in
the case of an Event of Default set out in paragraph (c) of
Clause 27.2 (Covenants),
upon the date on which the Facility Agent has received a Compliance Certificate
confirming compliance with the financial covenants set out in Clause 23 (Financial Condition); or


(ii)                                in
the case of any other Event of Default either (A) upon the date on which the
Facility Agent has received a certificate of a duly authorised officer of the
Company certifying that such Event of Default has been remedied, in which case,
immediately upon receipt of such certificate or (B) where the Lenders have
waived such Event of Default in accordance with the terms of this Agreement,
immediately upon the Facility Agent having confirmed to the Company that such
Event of Default has been waived,


in each case, to the applicable rate provided in
paragraph (a) above by reference to:


(x)                                  in the case of
an Event of Default of the type referred to in paragraph (c)(i) above, the
ratio of Consolidated Net Debt to Consolidated Operating Cashflow set out in
the Compliance Certificate referred to therein; or


(y)                                  in the case of any other
Event of Default, the ratio of Consolidated Net Debt to Consolidated Operating
Cashflow set out in the Compliance Certificate most recently delivered to the
Facility Agent prior to the remedy or waiver of such Event of Default.


14.                               INTEREST
ON TERM FACILITY ADVANCES


14.1                        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:



 94
 








(a)                                  if
such Borrower fails to give such notice of selection in relation to an Interest
Period, the duration of that Interest Period shall, subject to the other
provisions of this Clause 14, be 3 months;


(b)                                  prior
to the Syndication Date, unless the Facility Agent otherwise agrees, the
duration of each Interest Period shall be 1 month (or, if less, such duration
as may be necessary to ensure that such Interest Period ends on the Syndication
Date); and


(c)                                  any
Interest Period that would otherwise end during the month preceding or extend
beyond a Repayment Date relating to the Term Facility Outstandings shall be of
such duration that it shall end on that Repayment Date if necessary to ensure
that there are Advances under the relevant Term Facility with Interest Periods
ending on the relevant Repayment Date in a sufficient aggregate amount to make
the repayment due on that Repayment Date.


14.3                        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.



 95
 








14.7                        Margin
Ratchet for A Facility Advances and A1 Facility Advances


(a)                                  Subject
to paragraph (c) of this Clause 14.7, if in respect of any Quarter
Date falling not less than 3 months after the Merger Closing Date the ratio of
Consolidated Net Debt to Consolidated Operating Cashflow computed on the same
basis as the ratio set out in paragraph (a) of Clause 23.2 (Ratios) is within the range of ratios set
out in column 1 of the table set out below, then the A Facility Margin and the
A1 Facility Margin shall be reduced or increased to the percentage rate per
annum set out opposite the relevant range in column 2.




	
  Leverage Ratio

  	
   

  	
  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 in
accordance with paragraph (a) above shall take effect in relation to A
Facility Advances or A1 Facility Advances with effect from the date of receipt
by the Facility Agent in respect of the relevant Quarter Date of:


(i)                                    the
quarterly financial information required to be delivered in accordance with
Clause 22.1 (Financial Statements);
and


(ii)                                a
Compliance Certificate required to be delivered in accordance with
Clause 22.5 (Compliance Certificates)
evidencing the relevant ratio of Consolidated Net Debt to Consolidated Operating
Cashflow,


and shall apply until the
date of receipt by the Facility Agent of the quarterly financial information
and Compliance Certificate in respect of the next succeeding Quarter Date on
which the financial covenants are required to be tested pursuant to
Clause 23.2 (Ratios) having
regard to the provisions of paragraph (e) thereof (or if such financial
information and Compliance Certificate are not so delivered, the last day upon
which such financial information and Compliance Certificate should have been so
delivered in accordance with Clause 22.1 (Financial
Statements) Clause 22.5 (Compliance
Certificates) in respect of such Quarter Date) whereupon the A
Facility Margin or the A1 Facility Margin, as applicable shall be recalculated
on the basis of such financial information and Compliance Certificate.


(c)                                  Upon
the occurrence of any Event of Default, the A Facility Margin or the A1
Facility Margin shall revert to 2.25% and shall remain at such rate for so long
as the Event of Default is continuing and when such Event of Default ceases to
be continuing it shall revert:


(i)                                    in
the case of an Event of Default set out in paragraph (c) of
Clause 27.2 (Covenants),
upon the date on which the Facility Agent has received a Compliance Certificate
confirming compliance with the financial covenants set out in Clause 23 (Financial Condition); or



 96
 








(ii)                                in
the case of any other Event of Default either (A) upon the date on which the
Facility Agent has received a certificate of a duly authorised officer of the
Company certifying that such Event of Default has been remedied, immediately
upon receipt of such certificate or (B) where the Lenders have waived such
Event of Default in accordance with the terms of this Agreement, immediately
upon the Facility Agent having confirmed to the Company that such Event of
Default has been waived,


in each case, to the applicable rate provided in
paragraph (a) above by reference to:


(x)                                  in the case of
an Event of Default of the type referred to in paragraph (c)(i) above, the
ratio of Consolidated Net Debt to Consolidated Operating Cashflow set out in
the Compliance Certificate referred to therein; or


(y)                                  in the case of any other
Event of Default, the ratio of Consolidated Net Debt to Consolidated Operating
Cashflow set out in the Compliance Certificate most recently delivered to the
Facility Agent prior to the remedy or waiver of such Event of Default.


14.8                        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



 97
 








relevant
Interest Period or Term shall be 1 month or, if less, such that it shall end on
the Termination Date in respect of the Revolving Facility (in the case of a
Rollover Advance) or the next succeeding Repayment Date (in the case of a Term
Facility Advance).


(b)                                  If
either paragraph of Clause 15.1 (Market
Disruption) applies to an Advance, the rate of interest applicable
to each Lender’s portion of such Advance during the relevant Interest Period or
Term shall (subject to any agreement reached pursuant to Clause 15.3 (Alternative Rate)) be the rate per annum
which is the sum of:


(i)                                    the
Applicable Margin;


(ii)                                the
rate per annum notified to the Facility Agent by such Lender before the last
day of such Interest Period or Term to be that which expresses as a percentage
rate per annum the cost to such Lender of funding from whatever sources it may
reasonably select its portion of such Advance during such Interest Period or
Term; and


(iii)                            the
Associated Costs Rate, if any, applicable to such Lender’s participation in the
relevant Advance.


15.3                        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


The Borrowers shall pay to
the Facility Agent for the account of each relevant Lender (other than an
Ancillary Facility Lender) a commitment commission on the aggregate amount of
such Lender’s Available Revolving Facility Commitment made available by it
(other than any Ancillary Facility) from day to day during the period beginning
on the Merger Closing Date and ending on the Termination Date for the Revolving
Facility, such commitment commission to be calculated at the lower of (a) a
rate of 0.75% per annum of the aggregate undrawn portion of the Revolving
Facility and (b) 50% of the Revolving Facility Margin from the Merger Closing
Date, payable in arrears on the last day of each successive period of 3 months
which ends during such period and on the Termination Date for the Revolving
Facility.


 



 98















16.2                        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.


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 applied on the Outstanding L/C Amount in relation to such
Documentary Credit.  Such documentary
credit fee shall be paid in arrears on each Quarter Date during the Term of the
relevant Documentary Credit and on the relevant Expiry Date.  Accrued Documentary Credit fees shall also be
payable on the cancelled amount of any Revolving Facility Commitment
attributable to a Documentary Credit which is repaid in full at the time such
cancellation is effective, if the Revolving Facility Commitment is cancelled in
full and a Documentary Credit is repaid in full.


16.5                        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 



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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 



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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 



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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 



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times, provide to the US
Borrower, with a copy to the Facility Agent, new Forms W-9 (or any successor),
whichever is relevant, upon the expiration or obsolescence of any previously
delivered form.


(d)                                  (i)           If, in relation to any interest
payment to a Lender on an Advance made to a UK Borrower:


(A)                               that Lender has
confirmed to the relevant UK Borrower and to the Facility Agent before that
interest payment would otherwise fall due that:


(1)                                 it has
completed the necessary procedural formalities referred to in
paragraph (c)(i) of this Clause 17.2; and


(2)                                 H.M. Revenue
and Customs has not declined to issue the authorisation referred to in the
definition of “UK Treaty Lender” (the “Authorisation”)
to that Lender in relation to that Advance, or if the Inland Revenue has
declined, the Lender is disputing that decision in good faith; and


(B)          the relevant UK Borrower has not
received the Authorisation,


then, such Lender may elect,
by not less than 5 Business Days’ prior confirmation in writing to the Facility
Agent, that such interest payment (the “relevant
Interest Payment”) shall not be due and payable under
Clause 13.1 (Interest Payment Date for
Revolving Facility Advances) or Clause 14.5 (Payment of Interest for Term Facility Advances)
(as applicable) until the date (the “Confirmation
Date”) which is  5 Business
Days after the earlier of:


(x)                                  the date on
which the Authorisation is received by the relevant UK Borrower;


(y)                                  the date that
Lender confirms to the relevant UK Borrower and the Facility Agent that it is
not entitled to claim full relief from liability to taxation otherwise imposed
by the United Kingdom (in relation to that Lender’s participation in Advances made
to that UK Borrower) on interest under a Double Taxation Treaty in relation to
the relevant Interest Payment; and


(z)                                  the earlier of
(A) the date which is 6 months after the date on which the relevant Interest
Payment had otherwise been due and payable and (B) the date of final repayment
(whether scheduled, voluntary or mandatory) of principal in respect of the
relevant Interest Payment.


(ii)                                For
the avoidance of doubt, in the event that sub-paragraph (i) of this
paragraph (d) applies the Interest Period or Term to which the relevant
Interest Payment relates shall not be extended and the start of the immediately
succeeding Interest Period or Term shall not be delayed.


(e)                                  Any
Lender which was a Qualifying UK Lender when it became party to this Agreement
but subsequently ceases to be a Qualifying UK Lender (other than by reason of a
Change in Tax Law in the United Kingdom) shall promptly notify the UK Borrowers
of that event, provided that if there is a Change in Tax Law in the United
Kingdom which in the reasonable opinion of such UK Borrowers may result in any 



 103
 









Lender which was a Qualifying UK Lender when it became a party to this
Agreement ceasing to be a Qualifying UK Lender, such Qualifying UK Lender shall
co-operate with such UK Borrowers and provide reasonable evidence requested by
such UK Borrowers in order for such UK Borrowers to determine whether such
Lender has ceased to be a Qualifying UK Lender provided, however, that nothing
in this Clause 17.2(e) shall require a Lender to disclose any confidential
information or information regarding its business, tax affairs or tax
computations (including without limitation, its tax returns or its
calculations).


(f)                                    For
the purposes of paragraphs (a) to (e) above, each Lender shall promptly
deliver such documents evidencing its corporate and tax status as the Facility
Agent or the Company may reasonably request, provided that in the event that
any Lender fails to comply with the foregoing requirement, any Borrower shall
be permitted:


(i)                                    in
respect of any Lender that has become a Lender prior to the achievement of
Successful Syndication, to withhold and retain an amount in respect of the
applicable withholding tax estimated in good faith by such Borrower to be
required to be withheld in respect of interest payable to such Lender; or


(ii)                                in
respect of any Lender that intends to become a Lender after the achievement of
Successful Syndication, subject to the provisions of paragraph (a) of
Clause 37.3 (Assignments and Transfers),
to refuse to grant its consent to such transfer.


(g)                                 In
the event that either the Facility Agent or the Company has reason to believe
that any representation given by a Lender in accordance with Clause 17.2 (Lender Tax Status) is incorrect or
inaccurate, the Facility Agent or the Company (as the case may be) shall
promptly inform the other party and the relevant Lender, and may thereafter
request such documents relating to the corporate and tax status of such Lender
as the Facility Agent or the Company may reasonably require for the purposes of
determining whether or not such representation was indeed incorrect.


(h)                                 If,
following delivery of such documentation and following consultation between the
Facility Agent, the Company and the relevant Lender, the Company concludes
(acting reasonably and in good faith) that there is insufficient evidence to
determine the relevant tax status of such Lender, the relevant Borrower shall
be permitted in respect of such Lender, to withhold and retain an amount in
respect of the applicable withholding tax estimated in good faith by such
Borrower to be required to be withheld in respect of interest payable to such
Lender until such time as that Lender has delivered sufficient evidence of its
tax status to the Facility Agent and the Company.


17.3                        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;



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(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.



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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 



 106
 









banks or financial institutions subject to the same are generally
accustomed to comply) of any central bank, including the European Central Bank,
the Financial Services Authority or any other fiscal, monetary, regulatory or
other authority after the Original Execution Date;


(b)                                  compliance
with any Law, regulation, practice, concession or any such directive, requirement,
request or guideline made after the Original Execution Date; or


(c)                                  the
implementation of economic or monetary union by any Member State which is not
already a Participating Member State.


18.2                        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).



 107
 









19.                               ILLEGALITY


If it becomes unlawful in
any relevant jurisdiction for a Lender to perform any of its obligations as
contemplated by this Agreement or to fund or maintain its participation in any
Advance or to issue a Documentary Credit or provide a guarantee in relation to
it as envisaged hereby/or in any Ancillary Facility:


(a)                                  that
Lender shall promptly notify the Facility Agent upon becoming aware of that
event;


(b)                                  upon
the Facility Agent notifying the relevant Borrower, the Available Commitments
of that Lender will immediately be cancelled and its Commitments reduced to
zero and such Lender shall not thereafter be obliged to participate in any
Advance or issue or guarantee any Documentary Credit/or make available any
Ancillary Facility; and


(c)                                  if
so required by the Facility Agent on behalf of the relevant Lender, the
relevant Borrower shall repay or procure the repayment of that Lender’s
participation in the Advances made to it on the last day of the current
Interest Period or Term for each Advance occurring after the Facility Agent has
notified such Borrower or, if earlier, the date specified by the Lender in the
notice delivered to the Facility Agent (being no earlier than the last day of
any applicable grace period permitted by Law) and, if applicable, shall
promptly reduce that Lender’s L/C Proportion of the Outstanding L/C Amount in
respect of any outstanding Documentary Credit issued by it to zero and, if
applicable, shall promptly reduce the Ancillary Facility Outstandings in
respect of that Lender to zero, together with accrued interest and all other
amounts owing to that Lender under the Finance Documents.


20.                               MITIGATION


20.1                        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.


 



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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).



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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 



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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.



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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.



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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,



 113
 









 


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 



 114
 









                                                accordance
with the schedule of contributions in force from time to time in relation to
the plan, in the case of each of the foregoing, save to the extent that any
failure to do so could not reasonably be expected to have a Material Adverse
Effect.


(b)                                  In
relation to the US schemes or arrangements, it is in compliance in all material
respects with all applicable laws relating to any defined benefit pension plan
operated by it or in which it participates, save to the extent that any failure
to comply could not reasonably be expected to have a Material Adverse Effect.


(c)                                  Neither
it nor any ERISA Affiliate has, at any time, maintained or contributed to, and
is not obliged to maintain or contribute to, any Plan that is subject to Title
IV or Section 302 of ERISA and/or Section 412 of the Code or any Multi-employer
Plan.


21.26                 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.


 



 115















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



 116
 









(c)                                  does
not have any material liabilities or obligations (actual or contingent) to any
person other than as contemplated by the terms of the Finance Documents.


21.36                 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.



 117
 









(j)                                    Each
Foreign Pension Plan has been maintained in substantial compliance with its
terms and with the requirements of any and all applicable laws, statutes,
rules, regulations and orders and has been maintained, where required, in good
standing with applicable regulatory authorities, in the case of each of the
foregoing, save where the failure to do so could not reasonably be expected to
result in a Material Adverse Effect.


(k)                                All
contributions required to be made with respect to a Foreign Pension Plan
maintained by it have been made within the time limit therefor, save where the
failure to do so could not reasonably be expected to result in a Material
Adverse Effect.


21.37                 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




 118
 









provide to the
Agents in sufficient copies for all the Lenders, the following financial
information relating to the Company, TCN or the Bank Group, as the case may be:


(i)                                    as
soon as they become available but in any event within 120 days after the end of
each of the Company’s financial years, the audited consolidated financial
statements for such financial year for the Company and (except to the extent
that TCN is a Subsidiary of the Company) within 120 days after the end of each
of TCN’s financial years, the audited consolidated financial statements for
such financial year for TCN;


(ii)                                as
soon as they become available but in any event within 120 days after the end of
each of the Company’s financial years, the unaudited pro forma balance sheet,
statement of cash flows and statement of operations for such financial year in
respect of the Bank Group substantially in the form set out in Schedule 13 (Pro Forma Bank Group Financial Statements)
or with such amendments as may be necessary to reflect changes made to the
Group’s public financial information as agreed by the Facility Agent (acting
reasonably), together with a commentary from the management in relation to the
key drivers for the financial performance of the Bank Group for such financial
year.


(iii)                            as
soon as they become available but in any event within 50 days (or 90 days for
the Financial Quarter ended 31 March 2006) after the end of each of the first
three Financial Quarters of each financial year (and within 120 days after the
end of the last Financial Quarter), the unaudited pro forma balance sheet,
statement of cash flows and statement of operations for such Financial Quarter
in respect of the Bank Group substantially in the form set out in Schedule 13 (Pro Forma Bank Group Financial Statements)
or with such amendments as may be necessary to reflect changes made to the
Group’s public financial information as agreed by the Facility Agent (acting
reasonably).


(c)                                  Borrower Financial Information:  Each Borrower shall provide,
to the extent such information is required by any Lender to enable it to comply
with any law, regulation or other requirement of any central bank or other
fiscal, monetary or other authority, promptly following request by such Lender,
such Borrower’s most recent annual audited financial statements to the extent
the same are in final form.


22.2                        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



 119
 









(ii)                                in
respect of financial information in respect of any Financial Quarter of any
financial year of the Bank Group, from the balance sheet, statement of cash
flows, statement of operations and notes to the unaudited consolidated
quarterly financial statements of the Ultimate Parent for the corresponding
Financial Quarter, including without limitation, revenue (broken down by “Business”,
“Consumer” and “Content”),


provided that in the event
that it shall not be possible to apply the financial data used in the financial
statements or management accounts of the Ultimate Parent, as the case may be,
such financial information will be determined in good faith based on allocation
methodologies approved by the Board of Directors of the Company.


(c)                                  For
any period prior to 31 March 2007, Bank Group Consolidated Revenue shall
represent the combination of revenue of the Ultimate Parent and NTL (without
duplication) and following the consummation of the Baseball Acquisition, for
any period ending on a date prior to the first anniversary of the Baseball
Effective Date, Bank Consolidated Revenue shall represent the combination of
the Ultimate Parent, NTL and Baseball (without duplication), in each case, for
the relevant period.


(d)                                  Financial
statements for the Bank Group shall reflect, for any period prior to 31 March
2007 and/or the Baseball Effective Date, the combination of the historical
statements of the Ultimate Parent and NTL and Baseball (as the case may be)
(without duplication) giving effect to the Merger and/or the Baseball
Acquisition (as the case may be) as if the Merger and/or the Baseball
Acquisition (as the case may be) had occurred as of the beginning of the
relevant period and reflecting such adjustments to give effect to the Merger
and/or the Baseball Acquisition (as the case may be) including elimination of
balance sheet and other adjustments as if of the Merger and/or the Baseball
Acquisition (as the case may be). Such combination of historical statements
will be carried out by the Company in good faith and having regard to publicly
available financial information of the NTL Group, Telewest Group and/or the
Baseball Group prior to the Merger or the Baseball Acquisition (as the case may
be).


22.3                        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);



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(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, 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:



 121
 









(a)                                  where
the relevant financial statements being delivered relate to a period ending on
a Quarter Date in respect of which the financial covenants are required to be
tested in accordance with paragraphs (d) and (e) of Clause 23.2 (Ratios) or, prior to commencement of
testing of the financial covenants, in respect of which a change to any
Applicable Margin is required under Clause 13.3 (Margin Ratchet for Revolving Facility Advances)
or  Clause 14.7 (Margin Ratchet for A Facility Advances and A1
Facility Advances):


(i)                                    confirms
compliance (or detailing any non-compliance) with the relevant financial
covenants set out in Clause 23 (Financial
Condition) (if applicable) and showing figures representing the
actual financial ratios then in effect;


(ii)                                attaches
a working paper (the “Attached Working Paper”)
setting out the calculations showing compliance with the financial covenants
set out in Clause 23 (Financial
Condition) (if applicable) and the information from which such
calculations are derived (including the calculations for the components of such
covenants defined in Clause 23.1 (Financial
Definitions) on a line by line basis); and


(iii)                            confirms
that the information contained in the Attached Working Paper has been prepared
on the basis of the same information and methodology used to prepare the
appropriate financial information;


(b)                                  in
relation to a Compliance Certificate delivered with the Bank Group’s annual
financial information only:


(i)                                    confirms
the Bank Group Consolidated Revenues for the financial year ended on that
Quarter Date; and


(ii)                                confirms
compliance (or detailing any non-compliance) with the 80% Security Test; and


(c)                                  in
the case of each Compliance Certificate delivered pursuant to this
Clause 22.5, confirms the absence of any Default.


in each case, as at the end
of such financial year or Financial Quarter to which such financial information
relates.


22.6                        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 



 122
 









any undue interruption to
the normal business operations of such Obligor or any member of the Bank Group:


(i)                                    the
Facility Agent shall be entitled to call for an independent audit and
investigation which is reasonable in scope and degree having regard to the
nature of the Event of Default or suspected breach (as the case may be) or the
financial position of the Bank Group; and


(ii)                                the
Facility Agent, any Finance Party, or representative of the Facility Agent or
such Finance Party (an “Inspecting Party”)
shall be entitled to have access, together with its accountants or other
professional advisers, during normal business hours, to inspect or observe such
part of the Group Business as is owned or operated by any Obligor or any member
of the Bank Group, and to have access to books, records, accounts, documents,
computer programmes, data or other information in the possession of or
available to such Obligor or member of the Bank Group and to take such copies
as may be considered appropriate by such Inspecting Party, provided that no
Obligor shall (and the Company shall not be obliged to procure that any member
of the Bank Group shall) be under any obligation to allow any person to have
access to any books, records, accounts, documents, computer programmes, data or
other information or to take copies thereof where to do so would breach any
confidentiality obligation binding on any member of the Group or would
prejudice the retention of legal privilege to which such Obligor or member of
the Group is then entitled in respect of such books, records, accounts,
documents, computer programmes, data or other information and provided further
that no Obligor shall (and the Company shall procure that no member of the Bank
Group shall) be able to deny the Facility Agent any such information by reason
of it having entered into a 
confidentiality undertaking which would prevent it from disclosing, or
be able to claim any legal privilege in respect of, any financial information
relating to itself or the Group.


22.7                        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,



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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.



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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;


 



 125















(iv)                               all
cash extraordinary or non-recurring losses during that period to the extent not
included in Consolidated Operating Cashflow;


(v)                                   in
calculating Bank Group Cash Flow for the purposes of Clause 12.4 (Repayment from Excess Cash Flow) only, any
amount paid in cash in that period in respect of the items included in the
calculation of net income or loss in the definition of Consolidated Operating
Cashflow and any amounts paid in cash in respect of payments made or paid
during such period by any member of the Bank Group to any person who is not a
member of the Bank Group including without limitation, the payment of all costs
and expenses in connection with transactions contemplated by the Finance
Documents and the Bridge Finance Documents; and


(vi)                               any
amount paid in cash in that period in respect of dividends, distributions,
loans, investments or other similar payments made or paid during such period by
any member of the Bank Group to any person who is not a member of the Bank
Group and any cash charges falling under sub-paragraph (a)(ix) of “Consolidated
Operating Cashflow” which have been added back for the purposes of calculating
such definition,


provided that in no event
shall amounts constituting Consolidated Debt Service be deducted from Bank
Group Cash Flow, and no amount shall be included or excluded more than once and
provided that, for the avoidance of doubt, in calculating Bank Group Cash Flow
for the purposes of Clause 12.4 (Repayment
from Excess Cash Flow), Equity Proceeds, Debt Proceeds and Net
Proceeds and the proceeds of any Subordinated Funding shall be excluded.


“Cash” means at any time:


(a)                                  all Cash
Equivalent Investments; and


(b)                                  cash (in
cleared balances) denominated in Sterling (or any other currency freely
convertible into Sterling) and credited to an account in the name of a member
of the Bank Group with an Eligible Deposit Bank and to which such a member of
the Bank Group is alone beneficially entitled and for so long as:


(i)                                    such cash is
repayable on demand (including any cash held on time deposit which is capable
of being broken and the balance received on same day notice provided that any
such cash shall only be taken into account net of any penalties or costs which
would be incurred in breaking the relevant time deposit) and repayment of such
cash is not contingent on the prior discharge of any other indebtedness of any
member of the Bank Group or of any other person whatsoever or on the
satisfaction of any other condition; or


(ii)                                such cash has
been deposited with an Eligible Deposit Bank as security for any performance
bond, guarantee, standby letter of credit or similar facility the contingent
liabilities relating to such having been included in the calculation of
Consolidated Total Debt.


“Consolidated Debt Service” means, in respect
of any period, the aggregate of:


(a)                                  the
Consolidated Total Net Cash Interest Payable in respect of such period; and



 126
 









(b)                                  save to the
extent immediately reborrowed, the aggregate of all scheduled payments
(excluding any voluntary and mandatory prepayments) made in such period of
principal, capital or nominal amounts in respect of Consolidated Total Debt.


“Consolidated Net Debt” means, at any time, the Consolidated
Total Debt at such time less Cash, in cleared balances at such time, credited
to any account in the name of a member of the Bank Group subject to a maximum
aggregate Cash amount of £200,000,000 (or its equivalent in other currencies).


“Consolidated Net Income” means for any period, with respect to
any person, net income (or loss) after taxes for such period of such person
(calculated on a consolidated basis, if it has Subsidiaries) determined in
accordance with GAAP.


“Consolidated Operating Cashflow” means, in
respect of any period:


(a)                                  Consolidated
Net Income of the Bank Group for such period, in accordance with GAAP as then
in effect adding back (or deducting as the case may be) (only to the extent
used in arriving at net income or loss of the Bank Group):


(i)                                    non-cash gains
or losses, whether extraordinary, recurring or otherwise (excluding however any
non-cash charge to the extent that it represents amortisation of a prepaid
expense that was paid in a prior period or an accrual of, or a reserve for,
cash charges or expenses in any future period), and including without
limitation non-cash expenses for compensation relating to the granting of
options and restricted stock, sale of stock and similar arrangements;


(ii)                                income tax
expense or benefit;


(iii)                            foreign
currency transaction gains and losses and foreign currency translation
differences;


(iv)                               other
non-operating gains and losses, including the costs of, and accounting for,
financial instruments and gains and losses on disposals of fixed assets;


(v)                                   share of income
or losses from equity investments and minority interests;


(vi)                               interest
expense and interest income including, without limitation, amortisation of debt
issuance cost and debt discount;


(vii)                           depreciation
and amortisation;


(viii)        extraordinary items;


(ix)                              at the election
of the Company, cash charges resulting from any third party professional,
advisory, legal and accounting fees and out-of-pocket expenses reasonably
incurred in connection with the Merger, the Baseball Scheme, an acquisition or
investment, any financing (in any such case, whether completed or not) provided
that the aggregate amount added back in respect of such fees and expenses shall
not at any time exceed £25 million;


(x)                                  restructuring
charges determined in accordance with FAS 146 in an amount of up to £50 million
for the financial year during which the Merger Closing Date occurs (or £60
million in the event that the Baseball Acquisition also occurs during such
financial year (other than pursuant to a Stand Alone Baseball 



 127
 









Financing))
(“Year 1”) and up to £50 million
in the following financial year (or £60 million in the event that the Baseball
Acquisition has occurred during such financial year or during Year 1 (in either
case, other than pursuant to a Stand Alone Baseball Financing)) (“Year 2”) provided that any unutilised
amounts from Year 1 may be carried forward to Year 2 and any unutilised amounts
from Year 2 (including, for the avoidance of doubt, any amounts rolled over
from Year 1) may be carried forward and added back to Consolidated Operating
Cashflow in the period from the end of Year 2 to the third anniversary of the
Merger Closing Date; and


(xi)                              cumulative
changes in GAAP from and including the accounting principles applied in the
preparation of the Original Financial Statements,


minus


(b)                                  the Excluded Group Operating
Cashflow for that period (to the extent included in the calculation of
paragraph (a) above);


(c)                                  to the extent
included in Consolidated Net Income for such period and not otherwise deducted
pursuant to paragraph (a) above:


(i)                                    that portion of the share of
profit or loss from Permitted Joint Ventures; and


(ii)                                the aggregate amount of all
interest income and/or dividends received during such period from one or more
of the Permitted Joint Ventures;


plus


(d)                                  the lower of (i) the
aggregate Permitted Joint Venture Proceeds actually received by the Bank Group
during such period and (ii) the aggregate of the proportionate interests of
each member of the Bank Group in any Permitted Joint Venture Net Operating Cash
Flow for such period.


“Consolidated Total Debt” means, at any time
(without double counting):


(a)                                  the aggregate
principal, capital or nominal amounts (including any Interest capitalised as
principal) of Financial Indebtedness of any member of the Bank Group
(including, without limitation, Financial Indebtedness arising under or
pursuant to the Finance Documents); plus


(b)                                  the aggregate
principal, capital or nominal amounts (including any Interest capitalised as
principal) of Financial Indebtedness of any member of the Group to the extent
it is Non-Bank Group Serviceable Debt;


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 payable in or amortised during such period) but deducting any Interest actually received
in cash by any member of the Bank Group,



 128
 









“Current Assets” means the aggregate of trade and other
receivables (net of allowances for doubtful debts), prepayments and all other
current assets of the Bank Group (which until such time as balance sheets are
prepared for the Bank Group shall be allocated from the relevant consolidated
financial statements of the Group to the Bank Group by the board of directors
of the Company acting in good faith) maturing within twelve months from the
date of computation, as required to be accounted for as current assets under GAAP
but excluding cash and Cash Equivalent Investments and excluding the impact of
Hedging Agreements.


“Current Liabilities” means the aggregate of all liabilities
(including accounts payable, accruals and provisions) of the Bank Group (which
until such time as balance sheets are prepared for the Bank Group shall be
allocated to the Bank Group from the relevant consolidated financial statements
of the Group by the board of directors of the Company acting in good faith)
falling due within twelve months from the date of computation and required to
be accounted for as current liabilities under GAAP but excluding Financial
Indebtedness of the Bank Group falling due within such period and any interest
on such Financial Indebtedness due in such period and excluding the impact of
Hedging Agreements.


“Eligible Deposit Bank” means any bank or financial institution
which has a short term rating of at least A1 granted by Standard & Poor’s
or P1 granted by Moody’s.


“Excluded Group Operating Cashflow” means,
in respect of any period, that proportion of Consolidated Net Income which is
attributable to the Excluded Group for that period adding back (or deducting as
the case may be) (to the extent used in arriving at net profit or loss of the
Excluded Group):


(a)                                  non-cash gains
or losses, whether extraordinary, recurring or otherwise (excluding however any
non-cash charge to the extent that it represents amortisation of a prepaid
expense that was paid in a prior period or an accrual of, or a reserve for,
cash charges or expenses in any future period), and including without
limitation non-cash expenses for compensation relating to the granting of
options and restricted stock, sale of stock and similar arrangements;


(b)                                  income tax
expense or benefit;


(c)                                  foreign
currency transaction gains and losses and foreign currency translation
differences;


(d)                                  other
non-operating gains and losses, including the costs of, and accounting for,
financial instruments and gains and losses on disposals of fixed assets;


(e)                                  share of income
or losses from equity investments and minority interests;


(f)                                    interest
expense and interest income including, without limitation, amortisation of debt
issuance cost and debt discount;


(g)                                 depreciation
and amortisation;


(h)                                 extraordinary
items;


(i)                                    restructuring
charges determined in accordance with FAS 146; and


(j)            cumulative changes in GAAP from the
Original Execution Date.


“Financial Quarter” means the period commencing on the day
immediately following any Quarter Date in each year, and ending on the next
succeeding Quarter Date.



 129
 









“Interest” means:


(a)                                  interest and amounts in the
nature of interest accrued in respect of any Financial Indebtedness (including
without limitation, in respect of obligations under finance or capital leases
or hire purchase payments);


(b)                                  discounts suffered and
repayment premiums payable in respect of Financial Indebtedness, in each case
to the extent applicable GAAP requires that such discounts and premiums be
treated as or in like manner to interest;


(c)                                  discount fees and acceptance
fees payable or deducted in respect of any Financial Indebtedness (including
all fees payable in connection with any Documentary Credit, any other letters
of credit or guarantees and any Ancillary Facility);


(d)                                  any other
costs, expenses and deductions of the like effect and any net payment (or, if
appropriate in the context, receipt) under any Hedging Agreement or like
instrument, taking into account any premiums payable for the same, and the
interest element of any net payment under any Hedging Agreement; and


(e)                                  commitment and
non-utilisation fees (including, without limitation, those payable under this
Agreement) but excluding agent’s fees, front-end, management, arrangement and
participation fees and repayment premiums with respect to any Financial
Indebtedness (including, without limitation, all those payable under the
Finance Documents).


“Permitted Joint Venture Net Operating Cash Flow”
means the aggregate of the proportionate interests of each member of the Group
in any Permitted Joint Venture of such Joint Venture’s Consolidated Net Income
for such period adding back (or deducting as the case may be) (only to the
extent used in arriving at consolidated net income or loss of such Joint
Venture):


(a)                                  non-cash gains
or losses, whether extraordinary, recurring or otherwise (excluding however any
non-cash charge to the extent that it represents amortisation of a prepaid
expense that was paid in a prior period or an accrual of, or a reserve for,
cash charges or expenses in any future period), and including without
limitation non-cash expenses for compensation relating to the granting of
options and restricted stock, sale of stock and similar arrangements;


(b)                                  income tax
expense or benefit;


(c)                                  foreign
currency transaction gains and losses and foreign currency translation
differences;


(d)                                  other
non-operating gains and losses, including the costs of, and accounting for,
financial instruments and gains and losses on disposals of fixed assets;


(e)                                  share of income
or losses from equity investments and minority interests;


(f)                                    interest
expense and interest income including, without limitation, amortisation of debt
issuance cost and debt discount;


(g)                                 depreciation
and amortisation;


(h)                                 extraordinary
items;



 130
 









(i)                                    restructuring
charges determined in accordance with FAS 146; and


(j)                                    cumulative
changes in GAAP from the Original Execution Date.


“Permitted Joint Venture Proceeds” means the cash proceeds of
all payments of interest and principal received under Financial Indebtedness
and of all dividends, distributions or other payments (including management
fees) made by any Permitted Joint Venture to any member of the Bank Group.


“Quarter Date” means each of 31 March, 30 June, 30 September
and 31 December in each financial year of the Company.


“Working Capital” means on any date Current Assets less Current
Liabilities.


23.2                        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 (e) below, Consolidated Net Debt as at any Quarter Date
specified in the table in paragraph (d) of this Clause 23.2, shall
not be more than X times Consolidated Operating Cashflow calculated on a
rolling twelve month basis ending on such Quarter Date, where X has the value
indicated for such Quarter Date in such table and, for the purposes of the
calculation of the Leverage Ratio as at any Quarter Date, giving pro forma
effect to the Utilisation of the B5 Facility and the B6 Facility.


(b)                                  Interest
Coverage Ratio: Consolidated Operating Cashflow to Consolidated Total Net Cash
Interest Payable


Subject to
paragraph (e) below, Consolidated Operating Cashflow calculated on a
rolling twelve month basis ending on any Quarter Date specified in the table in
paragraph (d) of this Clause 23.2, shall not be less than Y times
Consolidated Total Net Cash Interest Payable calculated on a rolling twelve
month basis, where Y has the value indicated for such period in such table,
provided that (to the extent applicable) in the case of the test falling on 31
December 2006:


(i)                                    Consolidated
Operating Cashflow shall be calculated in accordance with the principles
specified in paragraph (d) of Clause 22.2 (Provisions relating to Bank Group Financial Information);
and


(ii)                                Consolidated
Total Net Cash Interest Payable shall be calculated by annualising (on the
basis of the actual number of days in such period and a 365 day year) the
Consolidated Total Net Cash Interest Payable for the period commencing on the
Merger Closing Date and ending on 31 December 2006.



 131
 









(c)                                  Debt
Service Coverage Ratio: Bank Group Cash Flow to Consolidated Debt Service


Subject to
paragraph (e) below, Bank Group Cash Flow calculated for each rolling
twelve month period ending on each Quarter Date specified in the table in
paragraph (d) of this Clause 23.2, shall not be less than Z times
Consolidated Debt Service for such period where Z has the value indicated for
such period in such table provided that (to the extent applicable) in the case
of the test falling on 31 December 2006:


(i)                                    Bank
Group Cash Flow shall be calculated in accordance with the principles specified
in paragraph (d) of Clause 22.2 (Provisions
relating to Bank Group Financial Information); and


(ii)                                Consolidated
Debt Service shall be calculated by annualising (on the basis of the actual
number of days in such period and a 365 day year) the Consolidated Debt Service
for the period commencing on the Merger Closing Date and ending on 31 December
2006.


(d)                                  Ratio
Table


This
is the table referred to in paragraphs (a) to (c) above.


 




	
  

  	
   

  	
  Leverage Ratio

  	
   

  	
  Interest

  Coverage Ratio

  	
   

  	
  Debt Service

  Coverage 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

  	
   

  






 


 


 



 132
 









(e)                                  If
any Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) demonstrates that
the ratio of Consolidated Net Debt to Consolidated Operating Cashflow in
respect of the relevant Quarter Date for which such Compliance Certificate was
delivered was 4.25:1 or lower, the covenants which are required to be tested
pursuant to paragraphs (a), (b) and (c) above shall thereafter, and for so
long as the ratio of Consolidated Net Debt to Consolidated Operating Cashflow
as at each subsequent Quarter Date remains at 4.25:1 or lower, be tested on
each alternative Quarter Date shown on the table in paragraph (d) above.  In the event that any Compliance Certificate
delivered pursuant to Clause 22.5 (Compliance
Certificates) demonstrates that the ratio of Consolidated Net Debt
to Consolidated Operating Cashflow in respect of any Quarter Date for which
such Compliance Certificate was delivered exceeds 4.25:1, the covenants which
are required to be tested pursuant to paragraphs (a), (b) and (c) above
shall thereafter, and for so long as the ratio of Consolidated Net Debt to
Consolidated Operating Cashflow as at each subsequent Quarter Date exceeds
4.25:1 be tested, in accordance with paragraphs (a), (b) and (c) above, on
each subsequent Quarter Date.


23.3                        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 



 133
 









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 2.3 (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 



 134
 









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 



 135
 









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) and the New High Yield Notes (if applicable) as follows:


(i)                                    interest rate
hedging (or fixed rate debt, for which purposes, outstanding advances under the
Bridge Facility shall be deemed to constitute fixed rate debt prior to the
issuance of Exchange Notes or the issuance of the New High Yield Notes)
required to ensure that interest is payable at fixed rates on not less than
662⁄3% of the combined aggregate principal amount outstanding as at the
Merger Closing Date, under the Facilities and the Bridge Facility (or the
Alternative Bridge Facility, as the case may be) (or, if applicable, the New
High Yield Notes), for a period of not less than 3 years from the Merger
Closing Date (provided that for this purpose the principal amount of any fixed
rate Existing High Yield Notes and any fixed rate New High Yield Notes shall be
included in the calculation of such minimum hedging requirement); and


 


(ii)                                currency
rate hedging in respect of 100% of the aggregate principal amount of the  Facilities which are denominated in euros or
Dollars (if applicable) for a period of not less than 3 years from the Merger
Closing Date;


(iii)                            currency
rate hedging in respect of 100% of interest payable in euros and Dollars under
the Facilities (if applicable), for a period of not less than 3 years from the
Merger Closing Date;


(iv)                               currency
rate hedging in respect of 100% of the coupon payable in euros and Dollars
under the New High Yield Notes (if applicable), for a period up to the
applicable first call date in respect of such New High Yield Notes,


in
each case within 6 months of the Merger Closing Date other than:


(1)                                 in the case of the hedging arrangements
required to be entered into under sub-paragraph (a)(i) above, those
hedging arrangements relating to the A1 Facility and the B1 Facility which
shall be required to be implemented within 6 months of the Baseball Effective
Date;


(2)                                 in the case of
the hedging arrangements required to be entered into under
sub-paragraphs (a)(ii) and (a)(iii) above, those hedging arrangements
relating to the B6 Facility, which shall be required to be implemented within 3
months of first Utilisation of the B6 Facility; and


 



 136















(3)                                 in the case of
the hedging arrangements required to be entered into under
sub-paragraph (a)(iv) above, those hedging arrangements relating to the
New High Yield Notes, which shall be required to be implemented within 6 months
of the date of issuance of such New High Yield Notes:


(b)                                  within
6 months of the date of any High Yield Refinancing, enter into and maintain
hedging arrangements with Hedge Counterparties for the purpose of limiting the
Bank Group’s exposure to adverse movements in interest rates or foreign
exchange in relation to such High Yield Refinancing  for the relevant remaining period specified
in the Existing NTL Senior Credit Facilities Agreement to the extent that the
Company would have been obliged to enter into hedging arrangements in respect
of such High Yield Refinancing thereunder (in the case of a refinancing of
Existing High Yield Notes) or for the relevant periods specified in
sub-paragraphs (a)(i) and (a)(iv) above (in the case of a refinancing of
New High Yield Notes);


(c)                                  ensure
that the hedging arrangements required pursuant to this Clause 24.9 are
Existing Hedging Agreements or are entered into in the form of Acceptable
Hedging Agreements; and


(d)                                  as
soon as reasonably practicable following request by the Facility Agent provide
the Facility Agent with certified true copies of each such Hedging Agreement
entered into,


provided that the Company
shall not be in breach of this Clause 24.9 if the Company fails to enter
into the hedging arrangements required under paragraphs (a) and (b) by the
relevant times specified in paragraphs (a) and (b) if during the time
between the Original Execution Date and the date on which such hedging
arrangements are required to be implemented:


(i)                                    none
of the Lenders or their Affiliates is willing to enter into Hedging Agreements
to effect the hedging arrangements required by paragraphs (a) or (b), as
the case may be; or


(ii)                                where
a Lender or its Affiliate is willing to enter into such hedging arrangements,
the terms of such hedging arrangements are, in the reasonable opinion of the
Administrative Agent and the Mandated Lead Arrangers and having regard to the
creditworthiness of the Company and current market conditions, considered to be
unreasonable, or where in the opinion of the Administrative Agent and the
Mandated Lead Arrangers, acting reasonably, such hedging arrangements would
cause material adverse tax-related implications for any member of the Group.


24.10                 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 



 137
 









Pension
Scheme, Cablevision Pension Scheme and Workplace Technology Pension schemes
(the “UK DB Schemes”),
each UK Pension Scheme is, or has at any time been, a money purchase scheme as
defined in s181 of the Pension Schemes Act 1993) and no member of the Group is,
for the purposes of either s38 or s43 of the Pensions Act 2004, connected with
or an associate of any employer of an occupational pension scheme which is not
a money purchase scheme.


(c)                                  Each
Participating Employer shall ensure that, in relation to each UK Pension
Scheme, no circumstance or event occurs and no action or omission is taken
which has or is reasonably likely to have a Material Adverse Effect (including,
without limitation, any Participating Employer ceasing to employ any member of
such a pension scheme or, in the case of any UK DB Scheme, the issue of a
Financial Support Direction or Contribution Notice to any member of the Group).


(d)                                  The
Company shall promptly notify the Facility Agent of any change in the rate of
contributions to any UK DB Schemes, paid or recommended to be paid (whether by
the scheme actuary or otherwise) or required by law or otherwise which might
reasonably be expected to have a Material Adverse Effect.


(e)                                  Each
Obligor shall immediately notify the Facility Agent of any investigation or
proposed investigation by the Pensions Regulator which it has been informed may
lead to the issue of a Financial Support Direction or a Contribution Notice to
it or any member of the Bank Group.


(f)                                    Each
Obligor shall immediately notify the Facility Agent if it receives a Financial
Support Direction or a Contribution Notice from the Pensions Regulator.


24.11                 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.



 138
 









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.



 139
 









(e)                                  At
any time after an Event of Default has occurred and whilst such Event of
Default is continuing, each Obligor shall, at its own expense, take any and all
action as the Security Trustee may deem necessary for the purposes of
perfecting or otherwise protecting the Lenders’ interests in the Security
constituted by the Security Documents.


24.13                 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 



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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, 



 141
 









shall use its
reasonable endeavours to obtain the consent of the relevant beneficiary of such
confidentiality undertaking to such action in order to allow such disclosure or
action to be taken.


24.19                 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 



 142
 









required to be
furnished by such member of the Group or any ERISA Affiliate with respect to
any Plan to any government agency; and


(iii)                            any
material notices received by a member of the Group or any ERISA Affiliate with
respect to any Plan or Foreign Pension Plan, in the case of each of (i), (ii),
and (iii), no later than 30 days (or 10 days in the case of this
paragraph (iii)) after the date such annual report has been filed with the
Internal Revenue Service and/or the Department of Labor or such records,
documents and/or information has been furnished to any other government agency
or such notice has been received by such member of the Group or ERISA
Affiliate, as applicable.


(iv)                               The
Ultimate Parent shall procure that each member of the Group shall ensure that
all Foreign Pension Plans administered by them or into which they make
payments, obtain or retain (as applicable) registered status under and as
required by applicable law and are administered in a timely manner in all respects
in compliance with all applicable laws, in the case of each of the foregoing,
except where the failure to do any of the foregoing will not have a Material
Adverse Effect.


24.21                 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 



 143
 









deem necessary, provided that no such
amendment, variation or modification could reasonably be expected to be
materially adverse to the interests of the Lenders.


24.22                 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 



 144
 









applicable
stock exchange with jurisdiction over Baseball Cash Bidco or any applicable
governmental or other regulatory authority;


(j)                                    it
shall ensure that neither of the Baseball Bidcos, nor (using all reasonable
endeavours) any person Acting in Concert (as defined in the Takeover Code) with
them, shall be obliged to make an offer to shareholders of Baseball under Rule 9 of the Takeover
Code;  and


(k)                                it
shall procure that as soon as reasonably practicable, after the Baseball
Effective Date, Baseball is delisted
and re-registered as a private company.


25.                               NEGATIVE
UNDERTAKINGS


25.1                        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 



 145
 









relevant member of the Bank Group;


(c)                                  which
is created pursuant to any of the Finance Documents (including, for the
purposes of securing any Alternative Baseball Financing) and any Bridge Finance
Documents;


(d)                                  arising
from any Finance Leases, sale and leaseback arrangements or Vendor Financing
Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness);


(e)                                  which
arises in respect of any right of set-off, netting arrangement, title transfer
or title retention arrangements which:


(i)                                    arises
in the ordinary course of trading and/or by operation of Law;


(ii)                                is
entered into by any member of the Bank Group in the normal course of its
banking arrangements for the purpose of netting debit and credit balances on
bank accounts of members of the Bank Group operated on a net balance basis;


(iii)                            arises
in respect of netting or set off arrangements contained in any Hedging
Agreement or other contract permitted under Clause 25.12 (Limitations 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;



 146















(h)                                 over
or affecting any asset of any company which becomes a member of the Bank Group
after the Original Execution Date, where such Encumbrance is created prior to
the date on which such company becomes a member of the Bank Group, if:


(i)                                    such
Encumbrance was not created in contemplation of the acquisition of such
company; and


(ii)                                to
the extent not repaid by close of business on the date upon which such company
became a member of the Bank Group, the Financial Indebtedness secured by such
Encumbrance at all times falls within paragraph (g) or (k) of
Clause 25.4 (Financial Indebtedness);


(i)                                    constituted
by a rent deposit deed entered into on arm’s length commercial terms and in the
ordinary course of business securing the obligations of a member of the Bank
Group in relation to property leased to a member of the Bank Group;


(j)                                    constituted
by an arrangement referred to in paragraph (d) of the definition of
Financial Indebtedness;


(k)                                which
is granted over the shares of, Indebtedness owed by or other interests held in,
or over the assets (including, without limitation, present or future revenues),
attributable to a Project Company, a Bank Group Excluded Subsidiary or a
Permitted Joint Venture;


(l)                                    over
cash deposited as security for the obligations of a member of the Bank Group in
respect of a performance bond, guarantee, standby letter of credit or similar
facility entered into in the ordinary course of business of the Bank Group;


(m)                              which
is created by any member of the Bank Group in substitution for any Existing
Encumbrance referred to in paragraph (a)(ii) above of this
Clause 25.2, provided that the principal amount secured thereby may not be
increased unless any Encumbrance in respect of such increased amount would be
permitted under another paragraph of this Clause 25.2;


(n)                                 securing
the Existing Baseball Facilities, provided that such Encumbrance is released
within 10 Business Days of the Baseball Effective Date; or


(o)                                  securing
Financial Indebtedness the principal amount of which (when aggregated with the
principal amount of any other Financial Indebtedness which has the benefit of
an Encumbrance other than as permitted pursuant to paragraphs (a) to (n)
above) does not exceed £330 million (or its equivalent in other currencies):


(i)                                    of
which up to £275 million (or its equivalent in other currencies) may be secured
on assets not subject to the Security; or


(ii)                                of
which up to £50 million may be secured on a second ranking basis over assets
subject to the Security, provided that such second ranking security shall be
granted on terms where the rights of the relevant mortgagee, chargee or other
beneficiary of such security in respect of any payment will be subordinated to
the rights of the Finance Parties under the HYD Intercreditor Agreement or any
other intercreditor arrangement which is either:


(A)                               on terms satisfactory to the
Facility Agent (acting on the instructions of an Instructing Group); or



 147
 









(B)                               on terms
comparable to the Existing Telewest Second Lien Credit Facility Agreement and
related intercreditor agreement,


provided that in either
case, each of the Finance Parties agrees to execute such intercreditor
agreement as soon as practicable following request from the Company.


For the avoidance of doubt,
no Encumbrance may be granted by any member of the Bank Group to secure the
obligations under or in connection with the C Facility, the New High Yield
Notes or any High Yield Refinancing that refinances the New High Yield Notes.


25.3                        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);



 148
 









(f)                                    any
loan made by a member of the Bank Group pursuant to either an Asset Passthrough
or a Funding Passthrough;


(g)                                 any
loan made by a member of the Bank Group to a member of the Group, where the proceeds
of such loan are, or are to be (whether directly or indirectly) used:


(i)                                    to
make payments to the High Yield Trustee in respect of High Yield Trustee
Amounts (as such terms are defined in the HYD Intercreditor Agreement) in
respect of the Existing High Yield Notes;


(ii)                                to
make payments to the High Yield Trustee in respect of High Yield Trustee
Amounts (as such terms are defined in the HYD Intercreditor Agreement) in
respect of the New High Yield Notes;


(iii)                            to
make equivalent payments to those specified in paragraphs (i) and (ii)
above in respect of any High Yield Refinancings;


(iv)                               provided
that no Event of Default has occurred and is continuing or is likely to occur
as a result thereof to fund Permitted Payments; or


(v)                                   at
any time after the occurrence of an Event of Default, to fund Permitted
Payments to the extent not prohibited by the HYD Intercreditor Agreement, the
Group Intercreditor Agreement or any other applicable intercreditor agreement;


(h)                                 credit
granted by any member of the Bank Group to a member of the Group, where the
Indebtedness outstanding thereunder relates to Intra-Group Services provided that where such credit relates to services falling
within sub-paragraphs (c)(i) and (c)(iii) of the definition of Intra-Group
Services the settlement of any such credit estimated by the Borrower to be owed
by members of the Group which are not Obligors shall take place no later than
the first Business Day falling 60 days after the end of each Financial Quarter
provided that any such settlement may occur by way of set-off and further
provided that any overpayment or underpayment arising as a result of the
settlement of all such credit may be returned to the overpaying party or paid
by the underpaying party (and any credit or Financial Indebtedness arising as a
result of such overpayment or underpayment pending repayment to the overpaying
party or payment by the underpaying party is hereby permitted);


(i)                                    any
guarantee given in respect of membership interests in any company limited by
guarantee where the acquisition of such membership interest is permitted under
Clause 25.13 (Acquisitions and
Investments);


(j)                                    any
guarantee given by a member of the Bank Group in respect of or constituted by
any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness) or
Clause 25.10 Transactions with
Affiliates) or other obligation not restricted by the terms of the
Finance Documents, of another member of the Bank Group;


(k)                                any
guarantees arising under the Finance Documents (including any guarantees given
in respect of an Alternative Baseball Financing) and any guarantee arising
under the Bridge Finance Documents;


(l)                                    any
customary title guarantee given in connection with the assignment of leases
where such assignment is permitted under Clause 25.6(Disposals);


(m)                              any
guarantees or similar undertakings granted by any member of the Bank Group in 



 149
 









favour of the
Inland Revenue in respect of any obligations of Virgin Media (UK) Group, Inc.
(formerly known as NTL (UK) Group, Inc.) in respect of UK tax in order to
facilitate the winding up of Virgin Media (UK) Group, Inc. (formerly known as
NTL (UK) Group, Inc.) provided that the Facility Agent shall have first
received confirmation from the Company that based on discussions with the
Inland Revenue and the Company’s reasonable assumptions, the Company does not
believe that the liability under such guarantee will exceed £15 million (such
confirmation to be supported by a letter from the Company’s auditors for the
time being, confirming that based on the Company’s calculations of such tax
liability the Company’s confirmation is a reasonable assessment of such tax
liability);


(n)                                 any
loan granted as a result of a Subscriber being allowed terms, in the ordinary
course of trade, whereby it does not have to pay for the services provided to
it for a period after the provision of such services;


(o)                                  any
loans or guarantees expressly contemplated under the Steps Paper;


(p)                                  a
loan made or a credit granted to a Joint Venture to the extent permitted under
paragraph (d) of Clause 25.9 (Joint
Ventures);


(q)                                  any
loans made under the terms of the Screenshop Intra-Group Loan Agreement;


(r)                                  the
BBC Guarantees;


(s)                                  in
the event that the Company elects to proceed with an Option B Alternative
Bridge Facility Refinancing, any loan made by the Company to the Parent from
the proceeds of drawdown under the C Facility, to enable the Parent to repay,
together with the proceeds of the applicable New High Yield Notes issued by it,
all outstandings under the Alternative Bridge Facility Agreement;


(t)                                    liquidity
loans of a type which is customary for asset securitisation programmes or other
receivables factoring transactions, provided in connection with any asset
securitisation programme or receivables factoring transaction otherwise
permitted by Clause 25.6(i) of this Agreement; and


(u)                                 loans
made, credit granted or guarantees given by any member of the Bank Group not
falling within paragraphs (a) to (t) above, in an aggregate amount not
exceeding £85 million (or its equivalent in other currencies).


25.4                        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;



 150
 









(c)                                  Financial
Indebtedness arising in respect of:


(i)                                    the
Existing High Yield Notes and the subordinated unsecured guarantee given by the
Company in respect thereof;


(ii)                                the
New High Yield Notes and any subordinated unsecured guarantee granted by the
Company in respect of such New High Yield Notes provided that the New High
Yield Notes and such guarantee will be subject to the provisions of the HYD
Intercreditor Agreement;


(iii)                            any
High Yield Refinancing and any guarantee given by any member of the Bank Group
in respect thereof, provided that such guarantee is given on a subordinated
unsecured basis and is subject to the terms of the HYD Intercreditor Agreement
or given on subordination terms consistent with those contained in the HYD
Intercreditor Agreement;


(d)                                  Financial
Indebtedness of any member of the Bank Group falling within, and permitted by
Clause 25.3 (Loans and Guarantees);


(e)                                  Financial
Indebtedness arising under any Hedging Agreements permitted under
Clause 25.12 (Limitations 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;



 151
 









(j)                                    Financial
Indebtedness which constitutes Subordinated Funding provided that each Obligor
that is a debtor in respect of Subordinated Funding shall (and the Borrower
shall procure that each member of the Bank Group that is a debtor in respect of
Subordinated Funding shall) procure that the relevant creditor of such
Subordinated Funding, to the extent not already a party at the relevant time,
accedes to the Group Intercreditor Agreement or the HYD Intercreditor
Agreement, as appropriate, in such capacity, upon the granting of such
Subordinated Funding;


(k)                                Financial
Indebtedness arising under (i) Finance Leases or (ii) Vendor Financing
Arrangements, to the extent that such Finance Leases and/or Vendor Financing
Arrangements (x) comprise Existing Vendor Financing Arrangements or any
refinancing or rollover thereof,   or (y)
comprise Finance Leases and/or Vendor Financing Arrangements entered into after
the Merger Closing Date, provided that in the case of clause (x) and (y) the
aggregate principal amount thereof does not at any time exceed £165 million
plus the principal amount of such Finance Leases and Vendor Financing
Arrangements outstanding on the Merger Closing Date; and provided further that,
in each case, the relevant lessor or provider of Vendor Financing Arrangements
does not have the benefit of any Encumbrance other than over the assets the
subject of such Vendor Financing Arrangements and/or Finance Leases;


(l)                                    Financial
Indebtedness relating to deferral of PAYE taxes with the agreement of the
Inland Revenue by any member of the Bank Group;


(m)                              Financial
Indebtedness arising in respect of Existing Performance Bonds or any
performance bond, guarantee, standby letter of credit or similar facility
entered into by any member of the Bank Group to the extent that cash is
deposited as security for the obligations of such member of the Bank Group
thereunder;


(n)                                 Financial
Indebtedness not falling within paragraphs (a) to (m) of any members of
the Bank Group provided 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; or


(o)                                  Financial
Indebtedness of any Asset Securitisation Subsidiary incurred solely to finance
any asset securitisation programme or programmes or one or more receivables
factoring transactions otherwise permitted by Clause 25.6(i) of this
Agreement.


25.5                        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



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(d)                                  repay
or otherwise discharge or purchase any amount of principal of (or capitalised
interest on) or pay any amount of interest in respect of Subordinated Funding,


other
than:


(i)                                    to
the extent the share capital of such Obligor is held by one or more other
Obligors or to the extent the share capital of any such member of the Bank
Group which is not an Obligor is held by one or more other members of the Bank
Group;


(ii)                                to
the extent discharged in consideration of a transfer of any non-cash asset the
disposal of which is not otherwise prohibited by this Agreement, by the waiver
of any payment where no cash consideration is given in respect of such waiver
or by way of conversion into any securities (including convertible unsecured
loan stock), (or vice versa), which do not involve any cash payments or by way
of capital contribution to the debtor in respect of such Subordinated Funding;


(iii)                            to
the extent required for the purpose of making payments to:


(A)                               the indenture trustee for
the Existing High Yield Notes in respect of High Yield Trustee Amounts (as such
term is defined in the HYD Intercreditor Agreement);


(B)                               the indenture
trustee for the New High Yield Notes in respect of High Yield Trustee Amounts
(as such term is defined in the HYD Intercreditor Agreement); or


(C)                               for the purpose
of making payments in respect of any similar amounts to the indenture trustee
in respect of any High Yield Refinancing;


(iv)                               provided
that no Event of Default has occurred and is continuing or is likely to occur
as a result thereof, to the extent required to fund Permitted Payments;


(v)                                   at
any time after the occurrence of an Event of Default, to the extent required to
fund Permitted Payments not otherwise prohibited by the HYD Intercreditor
Agreement and the Group Intercreditor Agreement;


(vi)                               to
the extent such redemption, repurchase, defeasance, retirement or repayment is
in respect of a nominal amount; or


(vii)                           payments
or distributions made directly or by means of discounts with respect to any
participation interest issued or sold in connection with, and other fees paid
to a  person or entity that is not a
member of the Bank Group in connection with, an asset securitisation programme
or receivables factoring transaction otherwise permitted by Clause 25.6(i)
of this Agreement.


The Lenders hereby consent
to any transaction or matter to the extent expressly permitted under
paragraphs (i) to (vii) above.



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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;



 154
 









(B)                               the debtor in
respect of the Financial Indebtedness for the purpose of enforcing a security
interest against it, so long as:


(1)                                the recourse is limited to
recoveries in respect of the receivables; and


(2)                                 the providers
of the Financial Indebtedness do not have the right to take any steps towards
its winding up or dissolution or the appointment of a liquidator,
administrator, administrative receiver or similar officer (other than in
respect of the receivables);


(C)                               a member of the
Group to the extent of its shareholding or other interest in any Asset
Securitisation Subsidiary; or


(D)                               a member of the
Group under any form of assurance, undertaking or support, where recourse is
limited to:


(1)                                 a claim for
damages (not being liquidated damages or damages required to be calculated in a
specified way) for breach of a warranty or undertaking;


(2)                                 a claim for
breach of warranty relating to the receivables;


(3)                                 a claim for
breach of undertaking relating to the management and/or collection of the
receivables; or


(4)                                 a claim for
breach of representations, warranties, undertakings, guarantees of performance
(excluding any recourse with respect to the collectability of any receivables
or assets related to such receivables) and indemnities entered into by the
Borrower or any seller which are reasonably customary in an accounts receivable
transaction,


and, in each case, the obligation is not in any way a
guarantee, indemnity or other assurance against financial loss or an obligation
to ensure compliance by another with a financial ratio or other test of
financial condition; and


(ii)           the aggregate principal amount of all
such securitisations or factoring transactions conducted in reliance on this
paragraph (i) does not exceed £330 million (or its equivalent in other
currencies) at any time;


(j)                                    disposals
of any shares or other interests in any Project Company, Bank Group Excluded
Subsidiary or Joint Venture or the assignment of any Financial Indebtedness
owed to a member of the Bank Group by a Project Company, Bank Group Excluded Subsidiary
or Joint Venture;


(k)                                disposals
of assets, revenues or rights of any member of the Bank Group arising from an
amalgamation, consolidation or merger of a member of the Bank Group with any
other person which is permitted by Clause 25.8(Mergers);


(l)                                    disposals
of accounts receivable which have remained due and owing from a third party for
a period of more than 90 days and in respect of which the relevant member of
the Bank Group has diligently pursued payment in the normal course of its 



 155
 









business and
where such disposal is on non-recourse terms to such member of the Bank Group;


(m)                              disposals
of assets subject to finance or capital leases pursuant to the exercise of an
option by the lessee under such finance or capital leases;


(n)                                 disposals
of assets in exchange for the receipt of assets of a similar or comparable
value where the assets received by any member of the Bank Group following such
exchange are located in the United Kingdom, Isle of Man, the Republic of
Ireland or the Channel Islands, provided that:


(i)                                    to
the extent that the assets being disposed of are subject to existing Security,
the assets received following such exchange will be subject to the existing
Security Documents, or will be made subject to Security (in form and substance
substantially similar to the existing Security or otherwise in such form and
substance as may reasonably be required by the Facility Agent) within 10
Business Days of such disposal; and


(ii)                                where
the aggregate net book value of all assets being exchanged in reliance on this
paragraph (n) exceeds £10 million (or its equivalent in other currencies)
in any Financial Quarter, there is delivered to the Facility Agent, within 30
days from the end of such Financial Quarter of the Bank Group, a certificate
signed by two authorised officers of the Company (given without personal
liability) certifying that the assets received by such member of the Bank Group
in reliance on this paragraph (n) during such Financial Quarter (i) are of
a similar or comparable value to the assets disposed of by such member of the
Bank Group, and (ii) that such assets are located in United Kingdom, Isle of
Man, the Republic of Ireland or the Channel Islands;


(o)                                  disposals
constituting the surrender of tax losses by any member of the Bank Group:


(i)                                    to
any Non-Bank Group UK Taxpayer to the extent that the total amount of such Tax
Losses aggregated with all other Tax Losses surrendered in the same financial
year in reliance on this paragraph (o) does not exceed the Deductions
Limit; and


(ii)                                to
any other member of the Group other than a member of the Bank Group, where the
surrendering company receives fair market value for such tax losses from the
relevant recipient,


provided
that no Tax Losses may be surrendered under sub-paragraph (ii) above
unless no later than 30 days after the proposed surrender, there is delivered
to the Facility Agent, a certificate signed by two authorised signatories of
the Company (given without personal liability), giving brief details of the
relevant transaction and certifying:


(A)                               where the fair
market value to the recipient of any surrender of Tax Losses exceeds £15
million (or its equivalent in other currencies), the fair market value received
by the surrendering company in respect of such Tax Losses, as determined by the
Company in its reasonable opinion, after taking account of advice from its
external tax advisers; and


(B)                               that, taking into account
the aggregate amount of Tax Losses surrendered by members of the Bank Group
(whether in reliance on 



 156
 









this paragraph (o) or
otherwise) and assuming that the financial performance of the Bank Group is in
accordance with the projections set out in the Agreed Business Plan), there is
no reasonable expectation that any member of the Bank Group will become a tax
payer prior to the Final Maturity Date in respect of the B1 Facility as a
result of such surrender of Tax Losses;


(p)                                  disposals
of assets to and sharing assets with any person who is providing services the
provision of which have been or are to be outsourced to that person by any
member of the Bank Group provided that:


(i)                                    the
assets being disposed of in reliance on this paragraph (p) shall be assets
which relate to the services which are the subject of such outsourcing;


(ii)                                the
projected cash cost to the Bank Group of such outsourcing shall be less than
the projected cash cost to the Bank Group of carrying out such outsourced
activities at the levels of service to be provided by the service provider
within the Bank Group;


(iii)                            the
economic benefits derived from any such outsourcing contract shall be received
by the Bank Group during the term of such contract;


(iv)                               the
aggregate fair market value of the assets disposed of shall not exceed 3.75% of
Bank Group Consolidated Revenues in any financial year; and


(v)                                   no
later than 30 days after the date of such outsourcing where the consideration
payable in respect of the assets subject to such disposal exceeds £10 million
(or its equivalent in other currencies), a duly authorised officer of the
Company shall have provided to the Facility Agent, a certificate (without
personal liability) verifying each of the matters set out in
sub-paragraphs (i) to (iii) above and certifying that as at the date of
such certificate, the aggregate fair market value of all assets disposed in reliance
on this paragraph (p) during such financial year, does not exceed the
threshold specified in sub-paragraph (iv) above;


(q)                                  disposals
of assets pursuant to sale and leaseback transactions not constituting
Financial Indebtedness where the aggregate fair market value of any assets
disposed of in reliance on this paragraph (q) does not, together with the
aggregate principal amount of all outstanding Financial Indebtedness incurred
under paragraph (k) of Clause 25.4 (Financial
Indebtedness) exceed £150 million (or its equivalent in other
currencies) in any financial year of the Company and any disposals of assets
pursuant to sale and leaseback transactions constituting Financial Indebtedness
to the extent such Financial Indebtedness is permitted under this Agreement;


(r)                                  disposals
of any Hedging Agreements no longer required for the purpose for which it was
originally entered into;


(s)                                  disposals
of non-core assets acquired in connection with a transaction permitted under
Clause 25.13 (Acquisitions and
Investments);


(t)                                    any
disposal of all or part of “NTL — Business Segment” pursuant to a Business
Division Transaction;


(u)                                 any
disposals constituted by licences of intellectual property rights permitted by
Clause 24.6 (Intellectual Property);



 157
 









(v)                                   any
disposal of assets made pursuant to the establishment of a Permitted Joint
Venture or any disposal of assets to a Permitted Joint Venture which is
permitted within the scope of the provisions contained in Clause 25.9 (Joint Ventures); and


(w)                                disposals
of assets not otherwise permitted under this Clause 25.6 provided that the
aggregate fair market value of the assets disposed of during any given
financial year in reliance on paragraphs (p) and (q) above and on this
paragraph (w) does not exceed in respect of any financial year of the Bank
Group, 12.5%  of Bank Group Consolidated
Revenues for the preceding financial year of the Bank Group, calculated by
reference to the annual financial information for the Bank Group delivered in
respect of the preceding financial year of the Bank Group pursuant to
paragraph (b)(ii) of Clause 22.1 (Financial
Statements);


provided
that in respect of any Disposal permitted under paragraphs (i), (m),
(o)(ii), (q) and (w) above:


(A)                               such disposal
shall be on arm’s length commercial terms (or in the case of
paragraph (o)(ii) such disposals are for fair market value from the
perspective of the surrendering company);


(B)                               at least 75% of
the consideration for such disposal shall be comprised of cash, Cash Equivalent
Investments, Marketable Securities or Additional Assets, provided that the
aggregate amount of consideration received by way of Marketable Securities
shall not (valued as at the relevant time of receipt of any Marketable
Securities) at any time exceed £50 million (or its equivalent in other currencies)
and provided further that any Cash Equivalent Investments, Marketable
Securities and/or Additional Assets acquired pursuant to any such disposal are
monetized within 3 months of the expiry of any lock-up arrangement entered into
by the relevant member of the Bank Group making such disposal with any third
party (where such lock-up arrangement has a term not exceeding 12 months); and


(C)                               in respect of
any disposal the fair market value of which exceeds £35 million (or its
equivalent in other currencies) no later than 30 days after the date of such
disposal, there shall have been delivered to the Facility Agent, a certificate
signed by two authorised officers of the Borrower providing brief details of
the transaction and certifying (in each case, to the extent applicable) (1)
(other than in respect of disposals under paragraph (o)(ii) above) such
disposal shall be on arm’s length commercial terms or (in the case of
paragraph (o)(ii) such disposals are for fair market value from the
perspective of the surrendering company), (2) that not less than 75% of the
consideration for such disposal shall be in cash, Cash Equivalent Investments,
Marketable Securities or Additional Assets, and (3) to the extent any of the
consideration will include Marketable Securities, the name, amount and other
brief details of such Marketable Securities.


25.7                        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 



 158
 









(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 



 159
 









the Facility Agent, acting
reasonably) a certificate verifying compliance with the relevant matters set
out in such paragraph and to the extent deemed necessary, the Facility
Agent shall have received appropriate advice from counsel in any relevant
jurisdiction that such amalgamation, consolidation or merger (1) will not
result in the breach of any applicable law or regulation in any material respect
and (2) in the case of an amalgamation, consolidation or merger involving an
Obligor, will not have a materially adverse impact upon any of the obligations
owed by such Obligor to the Finance Parties or upon the Security granted by
such Obligor under any Security Document.


25.9                        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.


 



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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;



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(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 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 



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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;



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(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;



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(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, 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) 



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relating to
the increase in the amount of or the bringing forward of the date of any
payment of principal, interest, fees or other amounts payable thereunder or
(ii) changing the currencies in which the Existing High Yield Notes are
denominated as at the Merger Closing Date (other than in the case where the
United Kingdom becomes a Participating Member State);


(ii)                                it
will not transfer any of its rights or obligations under the New High Yield
Notes or agree any amendment to the New High Yield Notes after the date of
issuance (i) relating to the increase in the amount of or the bringing
forward of the date of any payment of principal, interest, fees or other
amounts payable thereunder or (ii) changing the currencies in which the
New High Yield Notes are denominated as at the date of issuance (other than in
the case where the United Kingdom becomes a Participating Member State); or


(iii)                            in
relation to any High Yield Refinancing permitted under the terms of this
Agreement, it will not change any of the original terms under which such High
Yield Refinancing was issued, where such terms relate to the conditions of such
High Yield Refinancing set out in the definition thereof; or


(b)                                  with
respect to the Company it will not agree any amendment to the guarantee granted
by it in respect of obligations of the Parent under the Existing High Yield
Notes or any guarantee granted in respect of the New High Yields Notes or High
Yield Refinancing and which is granted in accordance with the terms of
paragraph (c) of Clause 25.4 (Financial
Indebtedness),


in each case, other than
amendments of an administrative or technical nature.


25.15                 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;



 166
 









(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 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; or


(iii)                            the
New High Yield Notes,


in each case, in a manner
which could reasonably be expected to have a Material Adverse Effect other than
with the prior written consent of the Instructing Group or where required by
law.


25.18                 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;



 167
 









(b)                                  any
Financial Indebtedness incurred (including any such Financial Indebtedness
existing as at the Original Execution Date) by any member of the Group (other
than a member of the Bank Group) and owed to any other member of the Group;


(c)                                  any
Financial Indebtedness incurred by any member of the Group (other than a member
of the Bank Group) which, if it had been incurred by a Borrower at such time,
would be permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness) provided that if
any basket or threshold contained in Clause 25.4 (Financial Indebtedness) is utilized by any
member of the Group (other than a member of the Bank Group) pursuant to this
paragraph (c), such basket or threshold shall be reduced by a
corresponding amount and shall thereafter be unavailable for use by any member
of the Bank Group;


(d)                                  any
Financial Indebtedness incurred by any member of the Group (other than a member
of the Bank Group) to refinance all or any part of the Outstandings, including
the payment of all principal, interest, fees, expenses, commissions, make-whole
and any other contractual premium payable, in respect of such Outstandings and
any fees, costs and expenses incurred in connection with such refinancing;


(e)                                  the
Bridge Facility, the Alternative Bridge Facility, the Exchange Notes, the
Existing High Yield Notes, any New High Yield Notes or any High Yield
Refinancings; and


(f)                                    any
Financial Indebtedness incurred by any Permitted Joint Venture.


25.19                 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.



 168















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 



 169
 









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;



 170
 









(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 



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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;



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(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 



 173
 









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.



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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;



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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,



 176
 









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 



 177
 









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), 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




 178
 









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.



 179















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.



 180
 









 


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 and B4 Facility or any sums emanating therefrom, until
the relevant member(s) of the Telewest Group have complied with the provisions
of Sections 151 to 158 of the Act with respect to such B2 Facility, B3 Facility
and B4 Facility.


29.10                 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.



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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 or B6 Facility or any sums emanating
therefrom to the extent that to do so would require the relevant member(s) of
the Baseball Group to comply with the provisions of Sections 151 to 158 of the
Act with respect to such B5 Facility and B6 Facility.


(b)                                  Each
of the Finance Parties and the Obligors agree that for the purposes of each of
the Security Documents to which any member of the Baseball Group is a party and
in relation to any security granted by any member of the Baseball Group
thereunder, the definition of “Secured Obligations” (which, in turn, refers to
the definitions of “Security Trustee Liabilities”, “Senior Liabilities” and “Hedging
Liabilities”) shall, in each case, not extend to any sum due and payable under
any of the Finance Documents to the extent that, if it were so extended, the
Security (or any part thereof) created by any provision of the Security
Documents would be unlawful or prohibited by any applicable law.


30.                               AGENTS


30.1                        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



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                                                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.



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(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 Revolving Facility
Instructing Group, as applicable (or, if so instructed by an Instructing Group
or Revolving Facility Instructing Group, as applicable, refrain from acting or
exercising any right, power, authority or discretion vested in it as Facility
Agent) and (ii) shall not be liable to any Finance Party for any act (or
omission) if it acts (or refrains from taking any action) in accordance with
such an instruction of an Instructing Group.


(b)                                  Unless
a contrary indication appears in a Finance Document, any instructions given by
(i) an Instructing Group will be binding on all the Finance Parties or (ii) a
Revolving Facility Instructing Group will be binding on all the Lenders under
the Revolving Facility.


(c)                                  The
Facility Agent (or the US Paying Agent, as applicable) may refrain from acting
in accordance with the instructions of an Instructing Group, a Revolving
Facility Instructing Group, or, if appropriate, the Lenders until it has
received such security or collateral as it may require for any cost, loss or
liability which it may incur in complying with such instructions.


(d)                                  In
the absence of instructions from an Instructing Group, a Revolving Facility
Instructing Group, or, if appropriate, the Lenders, the Facility Agent (or the
US Paying Agent, as applicable) may act (or refrain from taking action) as it
considers to be in the best interests of the Lenders.


(e)                                  None
of the Agents shall be authorised to act on behalf of a Lender in any legal or
arbitration proceedings relating to any Finance Document without first
obtaining the Lender’s consent to do so.


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.



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(b)                                  Each
of the Lenders agrees that it will not take any proceedings, or assert or seek
to assert any claim, against any officer, employee or agent of either of the
Agents in respect of any claim it might have against the Facility Agent or in
respect of any act or omission of any kind by that officer, employee or agent
in relation to any Finance Document and agrees that any officer, employee or agent
of the Facility Agent may enforce this provision.


(c)                                  The
Facility Agent will not be liable for any failure to notify any person of any
matter referred to in Clause 14.8 (Notification)
or any delay (or any related consequences) in crediting an account with an
amount required under the Finance Documents to be paid by it if it has taken
all reasonable steps to comply with Clause 14.8 (Notification) and taken all necessary
steps as soon as reasonably practicable to comply with the regulations or
operating procedures of any recognised clearing or settlement system used by it
for that purpose.


30.11                 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,



 185
 









 


                                                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).



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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,



 187
 









 


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.


 



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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



 189
 








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;



 190
 








 


(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.



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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.



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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.



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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



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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 



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participation
to a UK Borrower) or a US Accession Lender (in the case of a participation to
the US 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 other than to the extent such
transfers and assignments are on a pro rata basis as between the relevant
Lender’s Commitment under and participation in Outstandings under the Revolving
Facility;


(ii)                                in
relation to any sub-participation of its rights and obligations under the
Facilities, relinquish some or all of its voting rights in respect of the
Facilities to any person in respect of any such sub-participation other than
voting rights in respect of the matters referred to in paragraphs (b),
(c), (d) or (e) of Clause 43.4 (Consent);
or


(iii)                            effect
any assignment or transfer of any Facility to a person who is a US Accession
Lender, other than in respect of the B4 Facility.


(c)                                  If:


(i)                                    any
sum payable to any Lender by an Obligor is required to be increased under
Clause 17.1 (Tax Gross-up);


(ii)                                a
Lender claims indemnification from a Borrower under the provisions of
Clause 17.3 (Tax Indemnity)
or Clause 18.1 (Increased Costs);
or


(iii)                            any
Lender becomes a Non-Consenting Lender or a Non-Funding Lender,



 196
 








 


the Company may within 90
days of such requirement or position being notified to it, request that such
Lender assigns or transfers all of its rights and obligations under this
Agreement at par (including any rights and obligations it may have in its
capacity as a Hedge Counterparty) to any person selected by the Company that
has agreed to accept such assignment or transfer, and such Lender shall effect
such assignment or transfer within 10 Business Days of such request.


(d)                                  For
the purposes of satisfying the minimum hold requirement set out in
paragraph (b)(i) of this Clause 37.3, any participations held by
funds advised and/or managed by a common entity or an Affiliate thereof may be
aggregated.


(e)                                  Notwithstanding
any other provision of this Agreement, the consent of the L/C Bank shall be
required (such consent not to be unreasonably withheld or delayed) for any
assignment or transfer of any Lender’s rights and/or obligations under the
Revolving Facility provided that in relation to any assignment or transfer
required by the Borrower under paragraph (c), the L/C Bank may not
withhold such consent unless, acting reasonably, the reason for so doing
relates to the creditworthiness of the proposed assignee or transferee.


(f)                                    Notwithstanding
any other provision of this Clause 37.3 (Assignments
or Transfers by Lenders), no assignment or transfer shall be
permitted to settle or otherwise become effective within the period of five
Business Days prior to (a) the end of any Interest Period or (b) any Repayment
Date.


37.4                        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 



 197
 








                                                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 



 198
 








                                                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.


 



 199















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.



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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 



 201
 









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”.  



 202
 









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.



 203
 









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 2.3 (Purpose);


(d)                                  Clause 3.2
(Baseball Conditions Precedent);


(e)                                  Clause 3.4
(Baseball Conditions Subsequent);


(f)                                    Clause 3.6
(Baseball Certain Funds Period);


(g)                                 Clause 27.20
(Baseball Clean-Up Period);


(h)                                 any
matter listed in Part 2 of Schedule 4 (Conditions
Precedent to First Baseball Utilisation) and Part 7 of
Schedule 4 (Baseball Conditions
Subsequent); and


(i)                                    any
other provision of this Agreement where the prior consent of a Baseball Instructing
Group is expressly required,


in each case, except to the
extent that such amendment, waiver or consent relates to Security.  Any such amendments, consents or waivers so
agreed shall be binding on all the Finance Parties and the Obligors.



 204
 









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 2.3 (Purpose);


(c)                                  Clause 3.2
(Baseball Conditions Precedent);


(d)                                  Clause 3.4
(Baseball Conditions Subsequent);


(e)                                  Clause 3.6
(Baseball Certain Funds Period);


(f)                                    Clause 27.20
(Baseball Clean-Up Period);


(g)                                 Clause 9
(Repayment of Term Facility Outstandings)
to the extent that such changes amend or replace provisions relating to the A1
Facility and B1 Facility, except where such changes provide for a final
maturity date in respect of the Alternative Baseball Facility which is earlier
than the Final Maturity Date in respect of the A Facility or in the case of
amortising debt, where the average life of such Alternative Bridge Facility
would be shorter than the average life of the A Facility;


(h)                                 Clause 11
(Voluntary Prepayment) and
Clause 12 (Mandatory Prepayment and
Cancellation) to the extent that such changes amend or replace
provisions relating to 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;



 205
 









(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 



 206
 









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 



 207
 









relevant time represent a percentage which is greater
than that required to satisfy the 80% Security Test and the Company is able, at
such time, to demonstrate to the satisfaction of the Facility Agent (acting
reasonably) that upon the release of one or more specified Obligors from its
obligations under this Agreement the 80% Security Test would continue to be
satisfied, the Security Trustee shall (and it is hereby authorised by the other
Finance Parties to) at the request and cost of the Company, execute such
documents as may be required to release such specified Obligors from any
guarantees, indemnities and Security Documents to which it is a party and to
release it from its other obligations under any Finance Document.


(d)                                  Notwithstanding
the foregoing provisions of this Clause , in the event that the Company
elects to raise or incur any Stand Alone Baseball Financing in accordance with
the provisions of this Agreement, and immediately prior to such raising or
incurrence, any member of the Baseball Group has granted any guarantee and/or
security in respect of the Facilities, such member of the Baseball Group shall
be released from any such guarantee and/or security immediately prior to such
raising or incurrence, or in the event that the proceeds of such Stand Alone
Baseball Financing are being used to prepay A1 Facility Outstandings and B1
Facility Outstandings in accordance with Clause 11.1 (Voluntary Prepayment), simultaneously with
such prepayment.


43.8                        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.



 208
 









(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 



 209
 









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.


 



 210















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

  	
   

  



 



 211
 









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

  



 



 212
 









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.


 



 213















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

  



 



 214
 









 


	
  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

  



 



 215
 









 


	
  Metro South Wales Limited

  	
   

  	
  England

  	
   

  	
  3092897

  
	
  NNS UK Holdings 1 LLC

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NNS U.K. Holdings 2, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  North CableComms Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  North CableComms L.L.C.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  North CableComms Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  Northampton Cable Television Limited

  	
   

  	
  England

  	
   

  	
  2475464

  
	
  NTL (Aylesbury and Chiltern) Limited

  	
   

  	
  England

  	
   

  	
  2416084

  
	
  NTL (B) Limited

  	
   

  	
  England

  	
   

  	
  2735732

  
	
  NTL (Broadland) Limited

  	
   

  	
  England

  	
   

  	
  2443741

  
	
  NTL (Chichester) Limited

  	
   

  	
  England

  	
   

  	
  3056817

  
	
  NTL (City & Westminster) Limited

  	
   

  	
  England

  	
   

  	
  2809080

  
	
  NTL (County Durham) Limited

  	
   

  	
  England

  	
   

  	
  3128449

  
	
  NTL (CRUK) Limited

  	
   

  	
  England

  	
   

  	
  2329254

  
	
  NTL (CWC Holdings)

  	
   

  	
  England

  	
   

  	
  3922682

  
	
  NTL (CWC) Corporation Limited

  	
   

  	
  England

  	
   

  	
  2719477

  
	
  NTL (CWC) Limited

  	
   

  	
  England

  	
   

  	
  3288998

  
	
  NTL (CWC) Management Limited

  	
   

  	
  England

  	
   

  	
  2924200

  
	
  NTL (CWC) No. 2 Limited

  	
   

  	
  England

  	
   

  	
  2441766

  
	
  NTL (CWC) No. 3 Limited

  	
   

  	
  England

  	
   

  	
  2441768

  
	
  NTL (CWC) No. 4 Limited

  	
   

  	
  England

  	
   

  	
  2351068

  
	
  NTL (CWC) Programming Limited

  	
   

  	
  England

  	
   

  	
  3403986

  
	
  NTL (CWC) UK

  	
   

  	
  England

  	
   

  	
  2463427

  
	
  NTL (Ealing) Limited

  	
   

  	
  England

  	
   

  	
  1721894

  
	
  NTL (Eastbourne and Hastings) Limited

  	
   

  	
  England

  	
   

  	
  3074517

  
	
  NTL (Fenland) Limited

  	
   

  	
  England

  	
   

  	
  2459153

  
	
  NTL (Greenwich and Lewisham) Limited

  	
   

  	
  England

  	
   

  	
  2254009

  
	
  NTL (Hampshire) Limited

  	
   

  	
  England

  	
   

  	
  2351070

  
	
  NTL (Harrogate) Limited

  	
   

  	
  England

  	
   

  	
  2404019

  
	
  NTL (Harrow) Limited

  	
   

  	
  England

  	
   

  	
  2459179

  
	
  NTL (Kent) Limited

  	
   

  	
  England

  	
   

  	
  2456153

  
	
  NTL (Lambeth and Southwark) Limited

  	
   

  	
  England

  	
   

  	
  2277986

  
	
  NTL (Leeds) Limited

  	
   

  	
  England

  	
   

  	
  2400103

  
	
  NTL (Norwich) Limited

  	
   

  	
  England

  	
   

  	
  2332233

  



 



 216
 









 


	
  NTL (Peterborough) Limited

  	
   

  	
  England

  	
   

  	
  2332232

  
	
  NTL (South East) Limited

  	
   

  	
  England

  	
   

  	
  1870928

  
	
  NTL (South London) Limited

  	
   

  	
  England

  	
   

  	
  0657093

  
	
  NTL (Southampton and Eastleigh) Limited

  	
   

  	
  England

  	
   

  	
  1866504

  
	
  NTL (Sunderland) Limited

  	
   

  	
  England

  	
   

  	
  2402393

  
	
  NTL (Thamesmead) Limited

  	
   

  	
  England

  	
   

  	
  2461140

  
	
  NTL (Triangle) LLC

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL (V) Limited

  	
   

  	
  England

  	
   

  	
  2719474

  
	
  NTL (Wandsworth) Limited

  	
   

  	
  England

  	
   

  	
  1866178

  
	
  NTL (Wearside) Limited

  	
   

  	
  England

  	
   

  	
  2475099

  
	
  NTL (West London) Limited

  	
   

  	
  England

  	
   

  	
  1735664

  
	
  NTL (Yorcan) Limited

  	
   

  	
  England

  	
   

  	
  2371785

  
	
  NTL (York) Limited

  	
   

  	
  England

  	
   

  	
  2406267

  
	
  NTL Acquisition Company Limited

  	
   

  	
  England

  	
   

  	
  2270117

  
	
  NTL Bolton Cablevision Holding Company

  	
   

  	
  England

  	
   

  	
  2422198

  
	
  NTL Bromley Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Business (Ireland) Limited

  	
   

  	
  England

  	
   

  	
  3284482

  
	
  NTL Business Limited

  	
   

  	
  England

  	
   

  	
  3076222

  
	
  NTL Cablecomms Bolton

  	
   

  	
  England

  	
   

  	
  1883383

  
	
  NTL Cablecomms Bromley

  	
   

  	
  England

  	
   

  	
  2422195

  
	
  NTL Cablecomms Bury and Rochdale

  	
   

  	
  England

  	
   

  	
  2446183

  
	
  NTL Cablecomms Cheshire

  	
   

  	
  England

  	
   

  	
  2379804

  
	
  NTL Cablecomms Derby

  	
   

  	
  England

  	
   

  	
  2387713

  
	
  NTL Cablecomms East Lancashire

  	
   

  	
  England

  	
   

  	
  2114543

  
	
  NTL Cablecomms Greater Manchester

  	
   

  	
  England

  	
   

  	
  2407924

  
	
  NTL Cablecomms Group Limited

  	
   

  	
  England

  	
   

  	
  3024703

  
	
  ntl CableComms Group, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Cablecomms Holdings No. 1 Limited

  	
   

  	
  England

  	
   

  	
  3709869

  
	
  NTL Cablecomms Holdings No. 2 Limited

  	
   

  	
  England

  	
   

  	
  3709840

  
	
  NTL Cablecomms Lancashire No. 1

  	
   

  	
  England

  	
   

  	
  2453249

  
	
  NTL Cablecomms Lancashire No. 2

  	
   

  	
  England

  	
   

  	
  2453059

  
	
  NTL Cablecomms Limited

  	
   

  	
  England

  	
   

  	
  2664006

  
	
  NTL Cablecomms Macclesfield

  	
   

  	
  England

  	
   

  	
  2459067

  
	
  NTL Cablecomms Manchester Limited

  	
   

  	
  England

  	
   

  	
  2511868

  



 



 217
 









 


	
  NTL Cablecomms Oldham and Tameside

  	
   

  	
  England

  	
   

  	
  2446185

  
	
  NTL Cablecomms Solent

  	
   

  	
  England

  	
   

  	
  2422654

  
	
  NTL Cablecomms Staffordshire

  	
   

  	
  England

  	
   

  	
  2379800

  
	
  NTL Cablecomms Stockport

  	
   

  	
  England

  	
   

  	
  2443484

  
	
  NTL Cablecomms Surrey

  	
   

  	
  England

  	
   

  	
  2531586

  
	
  NTL Cablecomms Sussex

  	
   

  	
  England

  	
   

  	
  2266092

  
	
  NTL Cablecomms Wessex

  	
   

  	
  England

  	
   

  	
  2410378

  
	
  NTL Cablecomms West Surrey Limited

  	
   

  	
  England

  	
   

  	
  2512757

  
	
  NTL Cablecomms Wirral

  	
   

  	
  England

  	
   

  	
  2531604

  
	
  NTL Cambridge Limited

  	
   

  	
  England

  	
   

  	
  2154841

  
	
  NTL Chartwell Holdings 2, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Chartwell Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Chartwell Holdings Limited

  	
   

  	
  England

  	
   

  	
  3290823

  
	
  NTL Communications Services Limited

  	
   

  	
  England

  	
   

  	
  3403985

  
	
  NTL Darlington Limited

  	
   

  	
  England

  	
   

  	
  2533674

  
	
  NTL Derby Cablevision Holding Company

  	
   

  	
  England

  	
   

  	
  2422310

  
	
  Virgin Media Dover LLC (formerly known as NTL Dover
  LLC)

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Equipment No. 1 Limited

  	
   

  	
  England

  	
   

  	
  2794518

  
	
  NTL Equipment No. 2 Limited

  	
   

  	
  England

  	
   

  	
  2071491

  
	
  NTL Finance Limited

  	
   

  	
  England

  	
   

  	
  5537678

  
	
  NTL Glasgow

  	
   

  	
  Scotland

  	
   

  	
  SC075177

  
	
  NTL Glasgow Holdings Limited

  	
   

  	
  England

  	
   

  	
  4170072

  
	
  Virgin Media Limited (formerly known as NTL Group
  Limited)

  	
   

  	
  England

  	
   

  	
  2591237

  
	
  NTL Holdings (Broadland) Limited

  	
   

  	
  England

  	
   

  	
  2427172

  
	
  NTL Holdings (East London) Limited

  	
   

  	
  England

  	
   

  	
  2032186

  
	
  NTL Holdings (Fenland) Limited

  	
   

  	
  England

  	
   

  	
  2427199

  
	
  NTL Holdings (Leeds) Limited

  	
   

  	
  England

  	
   

  	
  02766909

  
	
  NTL Holdings (Norwich) Limited

  	
   

  	
  England

  	
   

  	
  2332233

  
	
  NTL Holdings (Peterborough) Limited

  	
   

  	
  England

  	
   

  	
  2332232

  
	
  NTL Internet Limited

  	
   

  	
  England

  	
   

  	
  2985161

  
	
  NTL Internet Services Limited

  	
   

  	
  England

  	
   

  	
  4038930

  
	
  Virgin Media Investment Holdings Limited (formerly
  known as NTL Investment Holdings Limited)

  	
   

  	
  England

  	
   

  	
  3173552

  



 



 218
 









 


	
  NTL Irish Holdings Limited

  	
   

  	
  England

  	
   

  	
  5313953

  
	
  NTL Kirklees

  	
   

  	
  England

  	
   

  	
  2495460

  
	
  NTL Kirklees Holdings Limited

  	
   

  	
  England

  	
   

  	
  4169826

  
	
  NTL Limited

  	
   

  	
  England

  	
   

  	
  2586701

  
	
  NTL Manchester Cablevision Holding Company

  	
   

  	
  England

  	
   

  	
  2455631

  
	
  NTL Microclock Services Limited

  	
   

  	
  England

  	
   

  	
  2861856

  
	
  NTL Midlands Limited

  	
   

  	
  England

  	
   

  	
  2357645

  
	
  NTL Milton Keynes Limited

  	
   

  	
  England

  	
   

  	
  2410808

  
	
  NTL National Networks Limited

  	
   

  	
  England

  	
   

  	
  5174655

  
	
  NTL Networks Limited

  	
   

  	
  England

  	
   

  	
  3045209

  
	
  NTL North CableComms Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL North CableComms Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Partcheer Company Limited

  	
   

  	
  England

  	
   

  	
  2861817

  
	
  NTL Programming Subsidiary Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Rectangle Limited

  	
   

  	
  England

  	
   

  	
  4329656

  
	
  NTL Sideoffer Limited

  	
   

  	
  England

  	
   

  	
  2927099

  
	
  NTL Solent Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Solent Telephone and Cable TV Company Limited

  	
   

  	
  England

  	
   

  	
  2511653

  
	
  NTL South CableComms Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL South CableComms Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL South Central Limited

  	
   

  	
  England

  	
   

  	
  2387692

  
	
  NTL South Wales Limited

  	
   

  	
  England

  	
   

  	
  2857050

  
	
  NTL Streetunique Projects Limited

  	
   

  	
  England

  	
   

  	
  2851203

  
	
  NTL Streetunit Projects Limited

  	
   

  	
  England

  	
   

  	
  2851201

  
	
  NTL Streetusual Services Limited

  	
   

  	
  England

  	
   

  	
  2851019

  
	
  NTL Streetvision Services Limited

  	
   

  	
  England

  	
   

  	
  2851020

  
	
  NTL Streetvital Services Limited

  	
   

  	
  England

  	
   

  	
  2851021

  
	
  NTL Streetwarm Services Limited

  	
   

  	
  England

  	
   

  	
  2851011

  
	
  NTL Streetwide Services Limited

  	
   

  	
  England

  	
   

  	
  2851013

  
	
  NTL Strikeagent Trading Limited

  	
   

  	
  England

  	
   

  	
  2851014

  
	
  NTL Strikeamount Trading Limited

  	
   

  	
  England

  	
   

  	
  2851015

  
	
  NTL Strikeapart Trading Limited

  	
   

  	
  England

  	
   

  	
  2851018

  
	
  NTL Surrey Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Sussex Company

  	
   

  	
  Delaware

  	
   

  	
   

  



 



 219
 









 


	
  NTL Systems Limited

  	
   

  	
  England

  	
   

  	
  3217975

  
	
  NTL Technical Support Company Limited

  	
   

  	
  England

  	
   

  	
  2512756

  
	
  NTL Teesside Limited

  	
   

  	
  England

  	
   

  	
  2532188

  
	
  NTL Telecom Services Limited

  	
   

  	
  England

  	
   

  	
  2937788

  
	
  NTL UK CableComms Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL UK Telephone and Cable TV Holding Company
  Limited

  	
   

  	
  England

  	
   

  	
  2511877

  
	
  NTL Victoria Limited

  	
   

  	
  England

  	
   

  	
  5685196

  
	
  NTL Victoria II Limited

  	
   

  	
  England

  	
   

  	
  5685189

  
	
  NTL Wessex Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Westminster Limited

  	
   

  	
  England

  	
   

  	
  1735641

  
	
  NTL Winston Holdings Limited

  	
   

  	
  England

  	
   

  	
  3290821

  
	
  NTL Winston Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Wirral Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Wirral Telephone and Cable TV Company

  	
   

  	
  England

  	
   

  	
  2511873

  
	
  VMIH Sub Limited (formerly known as NTLIH Sub
  Limited)

  	
   

  	
  England

  	
   

  	
  5316140

  
	
  Oxford Cable Limited

  	
   

  	
  England

  	
   

  	
  2450228

  
	
  Prospectre Limited

  	
   

  	
  Scotland

  	
   

  	
  SC145280

  
	
  Secure Backup Systems Limited

  	
   

  	
  England

  	
   

  	
  3130333

  
	
  South CableComms Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  South CableComms L.L.C.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  South CableComms Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  Southern East Anglia Cable Limited

  	
   

  	
  England

  	
   

  	
  2905929

  
	
  Stafford Communications Limited

  	
   

  	
  England

  	
   

  	
  2381842

  
	
  Swindon Cable Limited

  	
   

  	
  England

  	
   

  	
  318216

  
	
  Tamworth Cable Communications Limited

  	
   

  	
  England

  	
   

  	
  3016602

  
	
  Virgin Net Limited

  	
   

  	
  England

  	
   

  	
  2833330

  
	
  Vision Networks Services UK Limited

  	
   

  	
  England

  	
   

  	
  3135501

  
	
  Wessex Cable Limited

  	
   

  	
  England

  	
   

  	
  2433185

  
	
  Winston Investors L.L.C.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  XL Debt Recovery Agency Limited

  	
   

  	
  England

  	
   

  	
  3303903

  
	
  X-Tant Limited

  	
   

  	
  England

  	
   

  	
  3580901

  
	
  TELEWEST GROUP COMPANIES

  	
   

  	
   

  	
   

  	
   

  



 



 220
 









 


	
  Birmingham Cable Corporation Limited

  	
   

  	
  England

  	
   

  	
  2170379

  
	
  Birmingham Cable Limited

  	
   

  	
  England

  	
   

  	
  2244565

  
	
  Cable Camden Limited

  	
   

  	
  England

  	
   

  	
  1795642

  
	
  Cable Enfield Limited

  	
   

  	
  England

  	
   

  	
  2466511

  
	
  Cable Hackney & Islington Limited

  	
   

  	
  England

  	
   

  	
  1795641

  
	
  Cable Haringey Limited

  	
   

  	
  England

  	
   

  	
  1808589

  
	
  Cable London Limited

  	
   

  	
  England

  	
   

  	
  1794264

  
	
  Central Cable Holdings Limited

  	
   

  	
  England

  	
   

  	
  3008567

  
	
  Crystal Palace Radio Limited

  	
   

  	
  England

  	
   

  	
  1459745

  
	
  Filegale Limited

  	
   

  	
  England

  	
   

  	
  2804553

  
	
  General Cable Group Limited

  	
   

  	
  England

  	
   

  	
  2872852

  
	
  General Cable Holdings Limited

  	
   

  	
  England

  	
   

  	
  2798236

  
	
  General Cable Limited

  	
   

  	
  England

  	
   

  	
  2369824

  
	
  Imminus Limited

  	
   

  	
  England

  	
   

  	
  1785381

  
	
  Middlesex Cable Limited

  	
   

  	
  England

  	
   

  	
  2460325

  
	
  Sheffield Cable Communications Limited

  	
   

  	
  England

  	
   

  	
  2465953

  
	
  Southwestern Bell International Holdings Limited

  	
   

  	
  England

  	
   

  	
  2378768

  
	
  Telewest Communications (Central Lancashire) Limited

  	
   

  	
  England

  	
   

  	
  1737862

  
	
  Telewest Communications (Cotswolds) Limited

  	
   

  	
  England

  	
   

  	
  1743081

  
	
  Telewest Communications (Liverpool) Limited

  	
   

  	
  England

  	
   

  	
  1615567

  
	
  Telewest Communications (London South) Limited

  	
   

  	
  England

  	
   

  	
  1697437

  
	
  Telewest Communications (Midlands and North West)
  Limited

  	
   

  	
  England

  	
   

  	
  2795350

  
	
  Telewest Communications (Midlands) Limited

  	
   

  	
  England

  	
   

  	
  1882074

  
	
  Telewest Communications (Nominees) Limited

  	
   

  	
  England

  	
   

  	
  2318746

  
	
  Telewest Communications (North East) Limited

  	
   

  	
  England

  	
   

  	
  2378214

  
	
  Telewest Communications (North West) Limited

  	
   

  	
  England

  	
   

  	
  2321124

  
	
  Telewest Communications (South East) Limited

  	
   

  	
  England

  	
   

  	
  2270764

  
	
  Telewest Communications (South Thames Estuary)
  Limited

  	
   

  	
  England

  	
   

  	
  2270763

  
	
  Telewest Communications (South West) Limited

  	
   

  	
  England

  	
   

  	
  2271287

  
	
  Telewest Communications (St. Helens & Knowsley)
  Limited

  	
   

  	
  England

  	
   

  	
  2466599

  
	
  Telewest Communications (Tyneside) Limited

  	
   

  	
  England

  	
   

  	
  2407676

  
	
  Telewest Communications (Wigan) Limited

  	
   

  	
  England

  	
   

  	
  2451112

  



 



 221
 









 


	
  Telewest Communications Cable Limited

  	
   

  	
  England

  	
   

  	
  2883742

  
	
  Telewest Communications Group Limited

  	
   

  	
  England

  	
   

  	
  2514287

  
	
  Telewest Communications Holdings Limited

  	
   

  	
  England

  	
   

  	
  2982404

  
	
  Telewest Communications Networks Limited

  	
   

  	
  England

  	
   

  	
  3071086

  
	
  Telewest Limited

  	
   

  	
  England

  	
   

  	
  3291383

  
	
  Telewest Parliamentary Holdings Limited

  	
   

  	
  England

  	
   

  	
  2514316

  
	
  Telewest UK Limited

  	
   

  	
  England

  	
   

  	
  4925679

  
	
  The Cable Corporation Limited

  	
   

  	
  England

  	
   

  	
  2075227

  
	
  Theseus No. 1 Limited

  	
   

  	
  England

  	
   

  	
  2994027

  
	
  Theseus No. 2 Limited

  	
   

  	
  England

  	
   

  	
  2994061

  
	
  Windsor Television Limited

  	
   

  	
  England

  	
   

  	
  1745542

  
	
  Yorkshire Cable Communications Limited

  	
   

  	
  England

  	
   

  	
  2490136

  
	
  The Yorkshire Cable Group Limited

  	
   

  	
  England

  	
   

  	
  2782818

  
	
  EuroBell (Holdings) Limited

  	
   

  	
  England

  	
   

  	
  2904215

  
	
  EuroBell (Sussex) Limited

  	
   

  	
  England

  	
   

  	
  2272340

  
	
  EuroBell (South West) Limited

  	
   

  	
  England

  	
   

  	
  1796131

  
	
  EuroBell (West Kent) Limited

  	
   

  	
  England

  	
   

  	
  2886001

  
	
  EuroBell (IDA) Limited

  	
   

  	
  England

  	
   

  	
  3373001

  
	
  EuroBell Internet Services Limited

  	
   

  	
  England

  	
   

  	
  3172207

  
	
  EuroBell CPE Limited

  	
   

  	
  England

  	
   

  	
  2742145

  
	
  EuroBell Limited

  	
   

  	
  England

  	
   

  	
  2983427

  
	
  EMS Investments Limited

  	
   

  	
  England

  	
   

  	
  3373057

  
	
  EuroBell (No. 2) Limited

  	
   

  	
  England

  	
   

  	
  3405634

  
	
  EuroBell (No. 3) Limited

  	
   

  	
  England

  	
   

  	
  3006948

  
	
  EuroBell (No. 4) Limited

  	
   

  	
  England

  	
   

  	
  2983110

  
	
  SCOTTISH COMPANIES

  	
   

  	
   

  	
   

  	
   

  
	
  Telewest Communications (Dundee & Perth) Limited

  	
   

  	
  Scotland

  	
   

  	
  SC096816

  
	
  Telewest Communications (Motherwell) Limited

  	
   

  	
  Scotland

  	
   

  	
  SC121617

  
	
  Telewest Communications (Scotland Holdings) Limited

  	
   

  	
  Scotland

  	
   

  	
  SC150058

  
	
  Telewest Communications (Scotland) Limited

  	
   

  	
  Scotland

  	
   

  	
  SC80891

  
	
  JERSEY COMPANY

  	
   

  	
   

  	
   

  	
   

  
	
  Birmingham Cable Finance Limited

  	
   

  	
  Jersey

  	
   

  	
  60792

  
	
  PARTNERSHIPS AND JOINT VENTURES

  	
   

  	
   

  	
   

  	
   

  
	
  Avon Cable Joint Venture

  	
   

  	
  England

  	
   

  	
   

  



 



 222
 









 


	
  Avon Cable Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  Cotswolds Cable Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  Edinburgh Cable Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  Estuaries Cable Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  London South Cable Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  TCI/US West Cable Communications Group

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  Telewest Communications (London South) Joint Venture

  	
   

  	
  England

  	
   

  	
   

  
	
  Telewest Communications (Cotswolds) Venture

  	
   

  	
  England

  	
   

  	
   

  
	
  Telewest Communications (North East) Partnership

  	
   

  	
  England

  	
   

  	
   

  
	
  Telewest Communications (Scotland) Venture

  	
   

  	
  England

  	
   

  	
   

  
	
  Telewest Communications (South East) Partnership

  	
   

  	
  England

  	
   

  	
   

  
	
  Tyneside Cable Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  United Cable (London South) Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  FLEXTECH

  	
   

  	
   

  	
   

  	
   

  
	
  Flextech Broadband Limited

  	
   

  	
  England

  	
   

  	
  4125315

  
	
  Flextech Broadcasting Limited

  	
   

  	
  England

  	
   

  	
  4125325

  
	
  Screenshop Limited

  	
   

  	
  England

  	
   

  	
  3529106

  
	
  Living TV Limited

  	
   

  	
  England

  	
   

  	
  2802598

  
	
  Trouble TV Limited

  	
   

  	
  England

  	
   

  	
  1733724

  
	
  Challenge TV

  	
   

  	
  England

  	
   

  	
  2721189

  
	
  Bravo TV Limited

  	
   

  	
  England

  	
   

  	
  2342064

  
	
  Ed Stone Limited

  	
   

  	
  England

  	
   

  	
  4170969

  
	
  United Artists Investments Limited

  	
   

  	
  England

  	
   

  	
  2761569

  
	
  Flextech Business News Limited

  	
   

  	
  England

  	
   

  	
  2954531

  
	
  Continental Shelf 16 Limited

  	
   

  	
  England

  	
   

  	
  3005499

  
	
  TVS Television Limited

  	
   

  	
  England

  	
   

  	
  591652

  
	
  TVS Pension Fund Trustees Limited

  	
   

  	
  England

  	
   

  	
  1539051

  
	
  Telso Communications Limited

  	
   

  	
  England

  	
   

  	
  2067186

  
	
  Flextech Rights Limited

  	
   

  	
  England

  	
   

  	
  2981104

  
	
  Minotaur International Limited

  	
   

  	
  England

  	
   

  	
  3059563

  
	
  Virgin Media Television Limited (formerly known as
  Flextech Television Limited)

  	
   

  	
  England

  	
   

  	
  2294553

  
	
  Interactive Digital Sales Limited

  	
   

  	
  England

  	
   

  	
  4257717

  
	
  Flextech Music Publishing Limited

  	
   

  	
  England

  	
   

  	
  3673917

  



 



 223
 









 


	
  Flextech (1992) Limited

  	
   

  	
  England

  	
   

  	
  1190025

  
	
  Flextech Media Holdings Limited

  	
   

  	
  England

  	
   

  	
  2678886

  
	
  Flextech (Kindernet Investment) Limited

  	
   

  	
  England

  	
   

  	
  1260228

  
	
  Flextech-Flexinvest Limited

  	
   

  	
  England

  	
   

  	
  1192945

  
	
  Flextech IVS Limited

  	
   

  	
  England

  	
   

  	
  2678882

  
	
  Flextech Family Channel Limited

  	
   

  	
  England

  	
   

  	
  2856303

  
	
  Flextech Distribution Limited

  	
   

  	
  England

  	
   

  	
  2678883

  
	
  Flextech Childrens Channel Limited

  	
   

  	
  England

  	
   

  	
  267881

  
	
  Flextech Communications Limited

  	
   

  	
  England

  	
   

  	
  2588902

  
	
  Flextech (Travel Channel) Limited

  	
   

  	
  England

  	
   

  	
  3427763

  
	
  Flextech Digital Broadcasting Limited

  	
   

  	
  England

  	
   

  	
  3298737

  
	
  Flextech Video Games Limited

  	
   

  	
  England

  	
   

  	
  2670829

  



 



 224
 









PART 2 - THE RESTRICTED GUARANTORS


	
  Name

  	
   

  	
  Jurisdiction
  of 

  Incorporation

  	
   

  	
  Company 

  number (if 

  applicable)

  
	
  NTL

  	
   

  	
   

  	
   

  	
   

  
	
  Chartwell Investors L.P.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NNS UK Holdings 1 LLC

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NNS U.K. Holdings 2, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  North CableComms Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  North CableComms L.L.C.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  North CableComms Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Bolton Cablevision Holding Company

  	
   

  	
  England

  	
   

  	
  2422198

  
	
  NTL Bromley Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Cablecomms Bolton

  	
   

  	
  England

  	
   

  	
  1883383

  
	
  NTL Cablecomms Bromley

  	
   

  	
  England

  	
   

  	
  2422195

  
	
  NTL Cablecomms Bury and Rochdale

  	
   

  	
  England

  	
   

  	
  2446183

  
	
  NTL Cablecomms Cheshire

  	
   

  	
  England

  	
   

  	
  2379804

  
	
  NTL Cablecomms Derby

  	
   

  	
  England

  	
   

  	
  2387713

  
	
  NTL Cablecomms East Lancashire

  	
   

  	
  England

  	
   

  	
  2114543

  
	
  NTL Cablecomms Greater Manchester

  	
   

  	
  England

  	
   

  	
  2407924

  
	
  NTL Cablecomms Group Limited

  	
   

  	
  England

  	
   

  	
  3024703

  
	
  ntl CableComms Group, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Cablecomms Holdings No. 1 Limited

  	
   

  	
  England

  	
   

  	
  3709869

  
	
  NTL Cablecomms Holdings No. 2 Limited

  	
   

  	
  England

  	
   

  	
  3709840

  
	
  NTL Cablecomms Macclesfield

  	
   

  	
  England

  	
   

  	
  2459067

  
	
  NTL Cablecomms Oldham and Tameside

  	
   

  	
  England

  	
   

  	
  2446185

  
	
  NTL Cablecomms Solent

  	
   

  	
  England

  	
   

  	
  2422654

  
	
  NTL Cablecomms Staffordshire

  	
   

  	
  England

  	
   

  	
  2379800

  
	
  NTL Cablecomms Stockport

  	
   

  	
  England

  	
   

  	
  2443484

  
	
  NTL Cablecomms Surrey

  	
   

  	
  England

  	
   

  	
  2531586

  
	
  NTL Cablecomms Sussex

  	
   

  	
  England

  	
   

  	
  2266092

  
	
  NTL Cablecomms Wessex

  	
   

  	
  England

  	
   

  	
  2410378

  
	
  NTL Cablecomms Wirral

  	
   

  	
  England

  	
   

  	
  2531604

  
	
  NTL Chartwell Holdings 2, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Chartwell Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Chartwell Holdings Limited

  	
   

  	
  England

  	
   

  	
  3290823

  



 



 225
 









 


	
  NTL Derby Cablevision Holding Company

  	
   

  	
  England

  	
   

  	
  2422310

  
	
  Virgin Media Dover LLC (formerly known as NTL Dover
  LLC)

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Glasgow

  	
   

  	
  Scotland

  	
   

  	
  SC075177

  
	
  NTL Glasgow Holdings Limited

  	
   

  	
  England

  	
   

  	
  4170072

  
	
  NTL Kirklees

  	
   

  	
  England

  	
   

  	
  2495460

  
	
  NTL Kirklees Holdings Limited

  	
   

  	
  England

  	
   

  	
  4169826

  
	
  NTL Manchester Cablevision Holding Company

  	
   

  	
  England

  	
   

  	
  2455631

  
	
  NTL North CableComms Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL North CableComms Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Programming Subsidiary Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Solent Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL South CableComms Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL South CableComms Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Surrey Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Sussex Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL (Triangle) LLC

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL UK CableComms Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Wessex Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Winston Holdings Limited

  	
   

  	
  England

  	
   

  	
  3290821

  
	
  NTL Winston Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Wirral Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  NTL Wirral Telephone and Cable TV Company

  	
   

  	
  England

  	
   

  	
  2511873

  
	
  South CableComms Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  South CableComms L.L.C.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  South CableComms Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  Winston Investors L.L.C.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  TELEWEST

  	
   

  	
   

  	
   

  	
   

  
	
  Avon Cable Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  Cotswolds Cable Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  Edinburgh Cable Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  Estuaries Cable Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  London South Cable Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  TCI/US West Cable Communications Group

  	
   

  	
  Colorado

  	
   

  	
   

  



 



 226
 









 


	
  Tyneside Cable Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  United Cable (London South) Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  



 


 



 227















SCHEDULE
3


PART
1 - FORM OF DEED OF TRANSFER AND ACCESSION


To:                              Deutsche Bank
AG, London Branch as Facility Agent


This Deed is dated [·] and relates to:


(a)                                  the facilities
agreement dated 3 March 2006 (as from time to time amended, varied, novated or
supplemented, the “Facilities Agreement”)
whereby certain facilities in a maximum aggregate amount of £5,165,652,430.56,
€500,000,000 and $650,000,000 were made available to the Borrowers (including
Virgin Media Investment Holdings Limited (formerly known as NTL Investment
Holdings Limited)) under the guarantee of the Guarantors, by a group of banks
and other financial institutions on whose behalf Deutsche Bank AG, London
Branch acts as Facility Agent in connection therewith;


(b)                                  the HYD
Intercreditor Agreement


(c)                                  the Group Intercreditor
Agreement


(d)                                  the Security
Trust Agreement.


1.                                      Terms defined
in the Facilities Agreement shall, subject to any contrary indication, have the
same meanings in this Deed.  The terms “Lender”,
“Transferee”, “Lender’s Participation” and “Portion Transferred” are defined in
the Schedule to this Deed.


2.                                      The Lender:


(a)                                  confirms that
the details in the Schedule to this Deed are an accurate summary of the
Lender’s Participation in the Facilities Agreement and the Interest Periods or
Terms (as the case may be) for existing Advances as at the date of this Deed;
and


(b)                                  requests the
Transferee to accept and procure the transfer by novation to the Transferee of
the Portion Transferred by countersigning and delivering this Deed to the
Facility Agent at its address for the service of notices designated to the
Facility Agent in accordance with the Facilities Agreement.


3.                                      The Transferee
requests the Facility Agent to accept this Deed as being delivered to the
Facility Agent pursuant to and for the purposes of Clause 37.5 (Transfer Deed) of the Facilities Agreement
so as to take effect in accordance with the terms of it on the Transfer Date or
on such later date as may be determined in accordance with the terms of it.


4.                                      The Transferee
confirms that it has received a copy of the Facilities Agreement together with
such other information as it has required in connection with this transaction
and that it has not relied and will not rely on the Lender to check or enquire
on its behalf into the legality, validity, effectiveness, adequacy, accuracy or
completeness of any such information and further agrees that it has not relied
and will not rely on the Lender to assess or keep under review on its behalf
the financial condition, creditworthiness, condition, affairs, status or nature
of any Obligor.


5.                                      The Transferee
undertakes with the Lender and each of the other parties to the Facilities
Agreement that it will perform in accordance with their terms all those
obligations which by the terms of the Finance Documents will be assumed by it
after delivery of this Deed to the



 228
 









                                                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)






1                                          A Lender giving
this representation is a Qualifying UK Lender and may lend to the US Borrower
(in respect of the B4 Facility only) and/or to a UK Borrower (in respect of any
Facility).


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)






2                                          UK Non- Bank
Lender to delete as appropriate.


3                                          A Lender giving
this representation is a Qualifying UK Lender and may lend to to the US
Borrower (in respect of the B4 Facility only) and/or to a UK Borrower (in
respect of any Facility).


OR


[The Transferee
represents to the Facility Agent and to the Borrower that it is a UK Treaty
Lender.] (4) *






4                                          A Lender giving
this representation is a Qualifying UK Lender and may lend to the US Borrower
(in respect of the B4 Facility only) and/or to a UK Borrower (in respect of any
Facility).


*                                         Any Lender not
able to give one of the three preceding representations is a US Accession
Lender and may only lend to the US Borrower under the B4 Facility.


OR


[The Transferee
represents to the Facility Agent and to the Borrower that it is a US Accession
Lender.]



 229
 









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.



 230
 









THE SCHEDULE


	
  1.

  	
   

  	
  Lender:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Transferee:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Transfer Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Lender’s Participation in Term Facilities

  	
   

  	
  Portion Transferred

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Lender’s Available A Facility Commitment ·

  	
   

  	
  (a)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Lender’s Available A1 Facility Commitment*

  	
   

  	
  (b)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Lender’s Available B1 Facility Commitment*

  	
   

  	
  (c)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Lender’s Available B2 Facility Commitment*

  	
   

  	
  (d)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  Lender’s Available B3 Facility Commitment*

  	
   

  	
  (e)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  Lender’s Available B4 Facility Commitment*

  	
   

  	
  (f)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  Lender’s Available C Facility Commitment*

  	
   

  	
  (g)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Lender’s Participation in Term Facility

  Outstandings

  	
   

  	
  

  Interest Period

  	
   

  	
  Portion

  Transferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A Facility Advances

  	
   

  	
  (a)

  	
   

  	
  (a)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A1 Facility Advances

  	
   

  	
  (b)

  	
   

  	
  (b)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B1 Facility Advances

  	
   

  	
  (c)

  	
   

  	
  (c)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B2 Facility Advances

  	
   

  	
  (d)

  	
   

  	
  (d)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B3 Facility Advances

  	
   

  	
  (e)

  	
   

  	
  (e)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B4 Facility Advances

  	
   

  	
  (f)

  	
   

  	
  (f)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C Facility Advances

  	
   

  	
  (g)

  	
   

  	
  (g)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  [(a)]

  	
  Lender’s Revolving Facility Commitment

  	
   

  	
  Portion Transferred

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [(b)

  	
  Lender’s Ancillary Facility Commitment

  	
   

  	
  Portion Transferred 100%]

  	
   

  	
   

  







*                                         Details of the
Lender’s Available Commitment should not be completed after the applicable
Termination Date.



 231
 









 


	
  7.

  	
  [(a)]

  	
  Lender’s Participation in Revolving Facility
  Outstandings

  	
  Term

  	
  Portion Transferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [(b)

  	
  Lender’s Participation in Ancillary Facility
  Outstandings

  	
   

  	
  Portion Transferred 100%]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [8.

  	
   

  	
  Documentary Credits Issued

  	
  Term and Expiry Date

  	
  Portion Transferred]

  



 



 232
 









 


	
  The Lender

  	
  The Transferee

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED by for and on

  	
  EXECUTED as a DEED by for and on

  
	
   

  	
   

  
	
  behalf
  of
  [                                   ]

  	
  behalf of [                                    ]

  
	
   

  	
   

  
	
  By:

  	
  By:

  
	
   

  	
   

  
	
  The
  Facility Agent

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED for and on behalf of

  	
   

  
	
   

  	
   

  
	
  Deutsche
  Bank AG, London Branch

  	
   

  
	
   

  	
   

  
	
  By:

  	
  By:

  



 






ADMINISTRATIVE AND FACILITY OFFICE DETAILS


1.                                       Facility Office Address (in relation to 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:



 233















PART 2 - FORM OF C FACILITY LENDER DEED OF
ACCESSION


To:                              Deutsche Bank
AG, London Branch as Facility Agent


Virgin Media Investment
Holdings Limited (formerly known as NTL Investment Holdings Limited)


This Deed is dated [·] and relates
to:


(a)                                  the facilities agreement
dated 3 March 2006 (as from time to time amended, varied, novated or
supplemented, the “Facilities Agreement”)
whereby certain facilities in a maximum aggregate amount of £5,165,652,430.56,
€500,000,000 and $650,000,000 were made available to the Borrowers (including
Virgin Media Investment Holdings Limited (formerly known as NTL Investment
Holdings Limited)) under the guarantee of the Guarantors, by a group of banks
and other financial institutions on whose behalf Deutsche Bank AG, London
Branch acts as Facility Agent in connection therewith;


(b)                                  the HYD Intercreditor
Agreement


(c)                                  the Group Intercreditor
Agreement


(d)                                  the Security
Trust Agreement.


1.                                      Terms defined
in the Facilities Agreement shall, subject to any contrary indication, have the
same meanings in this Deed.  The term “C
Facility Lender” is defined in the Schedule to this Deed.


2.                                      The C Facility
Lender confirms that the details in the Schedule to this Deed are an
accurate summary of the C Facility Lender’s Commitment in the C Facility.


3.                                      The C Facility
Lender requests the Facility Agent and the Company to accept this Deed as being
delivered to the Facility Agent and the Company pursuant to and for the
purposes of Clause 2.6 (Alternative
Bridge Facility Refinancing) of the Facilities Agreement so as to
take effect in accordance with the terms of it on the Effective Date (as
defined in the Schedule to this Deed) or on such later date as may be
determined in accordance with the terms of it.


4.                                      The C Facility
Lender confirms that it has received a copy of the Facilities Agreement
together with such other information as it has required in connection with this
transaction and that it has not relied and will not rely on any other Finance
Party to check or enquire on its behalf into the legality, validity,
effectiveness, adequacy, accuracy or completeness of any such information and
further agrees that it has not relied and will not rely on any other Finance
Party to assess or keep under review on its behalf the financial condition,
creditworthiness, condition, affairs, status or nature of the Parent or any
Obligor.


5.                                      The C Facility
Lender undertakes with the Company and each of the other Finance Parties that
it will perform in accordance with their terms all those obligations which by
the terms of the Finance Documents will be assumed by it after delivery of this
Deed to the Facility Agent and satisfaction of the conditions (if any) subject
to which this Deed is expressed to take effect.



 234
 









6.                                      [The C Facility Lender represents to the Facility Agent and to the
Borrower that is a UK Bank Lender.] (5)






(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.


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)






(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.


OR


[The C Facility
Lender represents to the Facility Agent and to the Borrower that it is a UK
Treaty Lender.] (8) *






(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.


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.



 235
 









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



 236
 









THE SCHEDULE


1.                        C Facility
Lender:


2.                        Effective Date:


3.                        C Facility
Lender’s Commitment in C Facility



 237
 









 


	
  The C Facility Lender

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED by for and on

  	
  EXECUTED as a DEED by for and on

  
	
   

  	
   

  
	
  behalf
  of [                              ]

  	
  behalf of [                                    ]

  
	
   

  	
   

  
	
  By:

  	
  By:

  
	
   

  	
   

  
	
  The
  Facility Agent

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED for and on behalf of

  	
   

  
	
   

  	
   

  
	
  Deutsche
  Bank AG, London Branch

  	
   

  
	
   

  	
   

  
	
  By:

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
  The
  Company

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a DEED for and on behalf of

  	
   

  
	
   

  	
   

  
	
  Virgin
  Media Investment Holdings Limited (formerly known as NTL Investment Holdings
  Limited) 

  	
   

  
	
   

  	
   

  
	
  Director: 

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Director/Secretary:

  	
   

  



 






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:



 238
 









SCHEDULE 4


PART 1 - CONDITIONS PRECEDENT TO FIRST
UTILISATION


1.                                      Corporate Documents


In relation to the Ultimate
Parent, the Parent, each Original Obligor and the US Borrower:


(a)                                  in the case of
a company, a copy of its up to date constitutional documents (1), together with
a copy of any written resolution requested by the Facility Agent prior to the
Original Execution Date relating to  any
amendments to such constitutional documents or, in the case of a partnership, a
copy of its up to date partnership agreement;






(1)                                  Including for
Birmingham Cable Finance Limited, a certified copy of the register of members.


(b)                                  a copy of a
board resolution or a manager’s or partner’s resolution of such person
approving the execution, delivery and performance of the Finance Documents to
which it is party and the terms and conditions of such Finance Documents and
authorising a person or persons identified by name or office to sign the
Finance Documents to which it is party and any documents to be delivered by
such person pursuant to it;


(c)                                  a duly
completed certificate of a duly authorised officer of such person in the form
attached in Part 2 of Schedule 3 (Form of
Officer’s Certificate); and


(d)                                  copy resolutions signed by
all the holders of the issued shares of the Original Obligors incorporated in
Jersey and Scotland approving the terms of, and the transactions contemplated
by, the Finance Documents to which each such Obligor is a party.


2.                                      Finance Documents


Original
duly executed copies of:


(a)                                  this Agreement;


(b)                                  the Group
Intercreditor Agreement;


(c)                                  the HYD Intercreditor
Agreement;


(d)                                  the Barclays
Intercreditor Agreement;


(e)                                  the Security Trust Agreement
and the Initial Security Documents;


(f)                                    a copy of all
notices required to be sent under the Initial Security Documents; and


(g)                                 all original
share certificates, title deeds, transfers, stock transfer forms or equivalent
documents executed in blank by the relevant chargor in relation to the assets
subject to or expressed to be subject to the Initial Security Documents and any
other documents of title to be provided under the Initial Security Documents.



 239
 









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.



 240
 









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:



 241
 









(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.



 242















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.



 243
 









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



 244
 









(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.



 245
 









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.

  



 



 246
 









 


	
  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.

  



 



 247
 









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 21.19 (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.



 248
 









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.



 249
 









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).



 250
 









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.



 251
 









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.



 252















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.



 253
 









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]

  



 



 254
 









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)



 255
 









[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]

  



 



 256
 









SCHEDULE 6


ASSOCIATED
COSTS RATE


1.                                      Associated Costs Rate for an Advance or Unpaid Sum denominated in
Sterling


The Associated Costs Rate
for an Advance denominated in Sterling shall be required to be paid to
compensate the Lenders for the cost attributable to such an Advance resulting
from the imposition from time to time under or pursuant to the Bank of England
Act 1998 (the “BoE Act”) of a
requirement to place non-interest-bearing or Special Deposits (whether interest
bearing or not) with the Bank of England calculated by reference to liabilities
used to fund the Advance.


Such Associated Costs Rate
shall be the rate determined by the Facility Agent to be equal to the
arithmetic mean (rounded upward, if necessary, to 4 decimal places) of the
respective rates notified by each Reference Bank to the Facility Agent as the
rate resulting from the application (as appropriate) of the following formulae:





where on the day of
application of a formula:


X                                       is the
percentage of Eligible Liabilities (in excess of any stated minimum) by
reference to which that Reference Bank is required under or pursuant to the BoE
Act to maintain cash ratio deposits with the Bank of England;


L                                         is LIBOR
applicable to the relevant Advance;


S                                         is the level of
interest bearing Special Deposits, expressed as a percentage of Eligible
Liabilities, which that Reference Bank is required to maintain by the Bank of
England (or other United Kingdom governmental authorities or agencies); 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 



 257
 









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:





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.



 258
 









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.



 259
 









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].



 260
 









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 



 261
 









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]]

  



 



 262
 









 


	
  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:

  



 



 263















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 



 264
 









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.



 265
 









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.



 266
 









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)

  



 



 267















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



 268
 









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



 269
 









NORTH CABLECOMMS MANAGEMENT, INC


NORTHAMPTON CABLE TELEVISION LIMITED


NTL (AYLESBURY AND CHILTERN) LIMITED


NTL (B) LIMITED


NTL (BROADLAND) LIMITED


NTL (CHICHESTER) LIMITED


NTL (CITY AND WESTMINSTER) LIMITED


NTL (COUNTY DURHAM) LIMITED


NTL (CRUK) LIMITED


NTL (CWC HOLDINGS)


NTL (CWC) CORPORATION LIMITED


NTL (CWC) LIMITED


NTL (CWC) MANAGEMENT LIMITED


NTL (CWC) NO 2 LIMITED


NTL (CWC) NO 3 LIMITED


NTL (CWC) NO 4 LIMITED


NTL (CWC) PROGRAMMING LIMITED


NTL (CWC) UK


NTL (EALING) LIMITED


NTL (EASTBOURNE AND HASTINGS) LIMITED


NTL (FENLAND) LIMITED


NTL (GREENWICH AND LEWISHAM) LIMITED


NTL (HAMPSHIRE) LIMITED


NTL (HARROGATE) LIMITED


NTL (HARROW) LIMITED


NTL (KENT) LIMITED


NTL (LAMBETH AND SOUTHWARK) LIMITED


NTL (LEEDS) LIMITED


NTL (NORWICH) LIMITED


NTL (PETERBOROUGH) LIMITED


NTL (SOUTH EAST) LIMITED


NTL (SOUTH LONDON) LIMITED


NTL (SOUTHAMPTON AND EASTLEIGH) LIMITED


NTL (SUNDERLAND) LIMITED


NTL (THAMESMEAD) LIMITED


NTL (TRIANGLE) LLC


NTL (V) LIMITED



 270
 









NTL (WANDSWORTH) LIMITED


NTL (WEARSIDE) LIMITED


NTL (WEST LONDON) LIMITED


NTL (YORCAN) LIMITED


NTL (YORK) LIMITED


NTL ACQUISITION COMPANY LIMITED


NTL BOLTON CABLEVISION HOLDING COMPANY


NTL BROMLEY COMPANY


NTL BUSINESS (IRELAND) LIMITED


NTL BUSINESS LIMITED


NTL CABLECOMMS BOLTON


NTL CABLECOMMS BROMLEY


NTL CABLECOMMS BURY AND ROCHDALE


NTL CABLECOMMS CHESHIRE


NTL CABLECOMMS DERBY


NTL CABLECOMMS EAST LANCASHIRE


NTL CABLECOMMS GREATER MANCHESTER


NTL CABLECOMMS GROUP LIMITED


NTL CABLECOMMS GROUP, INC


NTL CABLECOMMS HOLDINGS NO 1 LIMITED


NTL CABLECOMMS HOLDINGS NO 2 LIMITED


NTL CABLECOMMS LANCASHIRE NO  1


NTL CABLECOMMS LANCASHIRE NO 2


NTL CABLECOMMS LIMITED


NTL CABLECOMMS MACCLESFIELD


NTL CABLECOMMS MANCHESTER LIMITED


NTL CABLECOMMS OLDHAM AND TAMESIDE


NTL CABLECOMMS SOLENT


NTL CABLECOMMS STAFFORDSHIRE


NTL CABLECOMMS STOCKPORT


NTL CABLECOMMS SURREY


NTL CABLECOMMS SUSSEX


NTL CABLECOMMS WESSEX


NTL CABLECOMMS WEST SURREY LIMITED


NTL CABLECOMMS WIRRAL


NTL CAMBRIDGE LIMITED


NTL CHARTWELL HOLDINGS 2, INC



 271
 









NTL CHARTWELL HOLDINGS LIMITED


NTL CHARTWELL HOLDINGS, INC


NTL COMMUNICATIONS SERVICES LIMITED


NTL DARLINGTON LIMITED


NTL DERBY CABLEVISION HOLDING COMPANY


NTL EQUIPMENT NO 1 LIMITED


NTL EQUIPMENT NO 2 LIMITED


NTL FINANCE LIMITED


NTL GLASGOW


NTL GLASGOW HOLDINGS LIMITED


NTL HOLDINGS (BROADLAND) LIMITED


NTL HOLDINGS (EAST LONDON) LIMITED


NTL HOLDINGS (FENLAND) LIMITED


NTL HOLDINGS (LEEDS) LIMITED


NTL HOLDINGS (NORWICH) LIMITED


NTL HOLDINGS (PETERBOROUGH) LIMITED


NTL INTERNET LIMITED


NTL INTERNET SERVICES LIMITED


NTL IRISH HOLDINGS LIMITED


NTL KIRKLEES


NTL KIRKLEES HOLDINGS LIMITED


NTL LIMITED


NTL MANCHESTER CABLEVISION HOLDING COMPANY


NTL MICROCLOCK SERVICES LIMITED


NTL MIDLANDS LIMITED


NTL MILTON KEYNES LIMITED


NTL NATIONAL NETWORKS LIMITED


NTL NETWORKS LIMITED


NTL NORTH CABLECOMMS HOLDINGS, INC


NTL NORTH CABLECOMMS MANAGEMENT, INC


NTL PARTCHEER COMPANY LIMITED


NTL PROGRAMMING SUBSIDIARY COMPANY


NTL RECTANGLE LIMITED


NTL SIDEOFFER LIMITED


NTL SOLENT COMPANY


NTL SOLENT TELEPHONE AND CABLE TV COMPANY LIMITED


NTL SOUTH CABLECOMMS HOLDINGS, INC



 272
 









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



 273
 









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



 274
 









CABLE LONDON LIMITED


CABLE ON DEMAND LIMITED


CAPITAL CITY CABLEVISION LIMITED


CENTRAL CABLE HOLDINGS LIMITED


CENTRAL CABLE LIMITED


CENTRAL CABLE SALES LIMITED


CHALLENGE TV


CHARIOT COLLECTION SERVICES LIMITED


CONTINENTAL SHELF 16 LIMITED


CRYSTAL PALACE RADIO LIMITED


CRYSTALVISION PRODUCTIONS LIMITED


DONCASTER CABLE COMMUNICATIONS LIMITED


DUNDEE CABLE AND SATELLITE LIMITED


ED STONE LIMITED


EDINBURGH CABLEVISION LIMITED


EMS INVESTMENTS LIMITED


EUROBELL (HOLDINGS) LIMITED


EUROBELL (IDA) LTD


EUROBELL (NO 2) LIMITED


EUROBELL (NO 3) LIMITED


EUROBELL (NO 4) LIMITED


EUROBELL (SOUTH WEST) LIMITED


EUROBELL (SUSSEX) LIMITED


EUROBELL (WEST KENT) LIMITED


EUROBELL CPE LIMITED


EUROBELL INTERNET SERVICES LIMITED


EUROBELL LIMITED


EUROPEAN BUSINESS NETWORK LIMITED


FASTRAK LIMITED


FILEGALE LIMITED


FLEXTECH (1992) LIMITED


FLEXTECH (KINDERNET INVESTMENT) LIMITED


FLEXTECH (TRAVEL CHANNEL) LIMITED


FLEXTECH BROADBAND HOLDINGS LIMITED


FLEXTECH BROADBAND LIMITED


FLEXTECH BROADCASTING LIMITED


FLEXTECH BUSINESS NEWS LIMITED



 275
 









FLEXTECH CHILDRENS CHANNEL LIMITED


FLEXTECH COMMUNICATIONS LIMITED


FLEXTECH DIGITAL BROADCASTING LIMITED


FLEXTECH DISTRIBUTION LIMITED


FLEXTECH FAMILY CHANNEL LIMITED


FLEXTECH HOLDCO LIMITED


FLEXTECH IVS LIMITED


FLEXTECH MEDIA HOLDINGS LIMITED


FLEXTECH MUSIC PUBLISHING LIMITED


FLEXTECH RIGHTS LIMITED


FLEXTECH VENTURES LIMITED


FLEXTECH VIDEO GAMES LIMITED


FLEXTECH-FLEXINVEST LIMITED


GENERAL CABLE GROUP LIMITED


GENERAL CABLE HOLDINGS LIMITED


GENERAL CABLE INVESTMENTS LIMITED


GENERAL CABLE LIMITED


GENERAL CABLE PROGRAMMING LIMITED


HALIFAX CABLE COMMUNICATIONS LIMITED


HIERONYMOUS LIMITED


IMMINUS (IRELAND) LIMITED


IMMINUS LIMITED


INTERACTIVE DIGITAL SALES LIMITED


IVS CABLE HOLDINGS LIMITED


LEWIS REED DEBT RECOVERY LIMITED


LIVING TV LIMITED


MATCHCO DIRECTORS LIMITED


MATCHCO LIMITED


MATCHCO SECRETARIES LIMITED


MAYFAIR WAY MANAGEMENT LIMITED


MIDDLESEX CABLE LIMITED


MINOTAUR INTERNATIONAL LIMITED


NORTHERN CREDIT LIMITED


PERTH CABLE TELEVISION LIMITED


ROTHERHAM CABLE COMMUNICATIONS LIMITED


SCREENSHOP LIMITED


SHEFFIELD CABLE COMMUNICATIONS LIMITED



 276
 









SIT-UP LIMITED


SOUTHWESTERN BELL INTERNATIONAL HOLDINGS LIMITED


TELEWEST CARRIER SERVICES LIMITED


TELEWEST COMMUNICATIONS (CENTRAL LANCASHIRE) LIMITED


TELEWEST COMMUNICATIONS (COTSWOLDS) LIMITED


TELEWEST COMMUNICATIONS (CUMBERNAULD) LIMITED


TELEWEST COMMUNICATIONS (DUMBARTON) LIMITED


TELEWEST COMMUNICATIONS (DUNDEE & PERTH) LIMITED


TELEWEST COMMUNICATIONS (EAST LOTHIAN AND FIFE)
LIMITED


TELEWEST COMMUNICATIONS (FALKIRK) LIMITED


TELEWEST COMMUNICATIONS (FYLDE & WYRE) LIMITED


TELEWEST COMMUNICATIONS (GLENROTHES) LIMITED


TELEWEST COMMUNICATIONS (INTERNET) LIMITED


TELEWEST COMMUNICATIONS (LIVERPOOL) LIMITED


TELEWEST COMMUNICATIONS (LONDON SOUTH) LIMITED


TELEWEST COMMUNICATIONS (MIDLANDS AND NORTH WEST)
LIMITED


TELEWEST COMMUNICATIONS (MIDLANDS) LIMITED


TELEWEST COMMUNICATIONS (MOTHERWELL) LIMITED


TELEWEST COMMUNICATIONS (NOMINEES) LIMITED


TELEWEST COMMUNICATIONS (NORTH EAST) LIMITED


TELEWEST COMMUNICATIONS (NORTH WEST) LIMITED


TELEWEST COMMUNICATIONS (PUBLICATIONS) LIMITED


TELEWEST COMMUNICATIONS (SCOTLAND HOLDINGS) LIMITED


TELEWEST COMMUNICATIONS (SCOTLAND) LIMITED


TELEWEST COMMUNICATIONS (SOUTH EAST) LIMITED


TELEWEST COMMUNICATIONS (SOUTH THAMES ESTUARY)
LIMITED


TELEWEST COMMUNICATIONS (SOUTH WEST) LIMITED


TELEWEST COMMUNICATIONS (SOUTHPORT) LIMITED


TELEWEST COMMUNICATIONS (ST HELENS & KNOWSLEY)
LIMITED


TELEWEST COMMUNICATIONS (TAUNTON & BRIDGWATER)
LIMITED


TELEWEST COMMUNICATIONS (TELFORD) LIMITED


TELEWEST COMMUNICATIONS (TYNESIDE) LIMITED


TELEWEST COMMUNICATIONS (WIGAN) LIMITED


TELEWEST COMMUNICATIONS CABLE LIMITED


TELEWEST COMMUNICATIONS GROUP LIMITED


TELEWEST COMMUNICATIONS HOLDINGS LIMITED


TELEWEST COMMUNICATIONS NETWORKS LIMITED



 277
 









TELEWEST COMMUNICATIONS SERVICES LIMITED


TELEWEST GLOBAL FINANCE LLC


TELEWEST HEALTH TRUSTEES LIMITED


TELEWEST LIMITED


TELEWEST PARLIAMENTARY HOLDINGS LIMITED


TELEWEST SHARE TRUST LIMITED


TELEWEST TRUSTEES LIMITED


TELEWEST UK LIMITED


TELEWEST WORKWISE LIMITED


TELSO COMMUNICATIONS LIMITED


THE CABLE CORPORATION EQUIPMENT LIMITED


THE CABLE CORPORATION LIMITED


THE CABLE EQUIPMENT STORE LIMITED


THE NORTH LONDON CHANNEL LIMITED


THE YORKSHIRE CABLE GROUP LIMITED


THESEUS NO.1 LIMITED


THESEUS NO.2 LIMITED


TROUBLE TV LIMITED


TVS PENSION FUND TRUSTEES LIMITED


TVS TELEVISION LIMITED


UNITED ARTISTS INVESTMENTS LIMITED


VIRGIN MEDIA TELEVISION LIMITED (FORMERLY KNOWN AS 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



 278
 









LONDON SOUTH CABLE PARTNERSHIP


TELEWEST COMMUNICATIONS (LONDON SOUTH) JOINT VENTURE


TELEWEST COMMUNICATIONS (SCOTLAND) VENTURE


TELEWEST COMMUNICATIONS (NORTH EAST) PARTNERSHIP


TYNESIDE CABLE LIMITED PARTNERSHIP


UNITED CABLE (LONDON SOUTH) LIMITED PARTNERSHIP


TCI/US WEST CABLE COMMUNICATIONS GROUP



 279















PART 2 - MEMBERS OF THE TELEWEST GROUP


	
  ACTION STATIONS (2000) LIMITED

  
	
  ACTION STATIONS
  (LAKESIDE) LIMITED

  
	
  AVON CABLE INVESTMENTS
  LIMITED

  
	
  BARNSLEY CABLE
  COMMUNICATIONS LIMITED

  
	
  BIRMINGHAM CABLE
  CORPORATION LIMITED

  
	
  BIRMINGHAM CABLE
  FINANCE LIMITED

  
	
  BIRMINGHAM CABLE
  LIMITED

  
	
  BLUE YONDER WORKWISE
  LIMITED

  
	
  BRADFORD CABLE
  COMMUNICATIONS LIMITED

  
	
  BRAVO TV LIMITED

  
	
  CABLE ADNET LIMITED

  
	
  CABLE CAMDEN LIMITED

  
	
  CABLE COMMUNICATIONS
  (TELECOM) LIMITED

  
	
  CABLE COMMUNICATIONS
  LIMITED

  
	
  CABLE ENFIELD LIMITED

  
	
  CABLE FINANCE LIMITED

  
	
  CABLE GUIDE LIMITED

  
	
  CABLE HACKNEY &
  ISLINGTON LIMITED

  
	
  CABLE HARINGEY LIMITED

  
	
  CABLE INTERACTIVE
  LIMITED

  
	
  CABLE INTERNET LIMITED

  
	
  CABLE LONDON LIMITED

  
	
  CABLE ON DEMAND LIMITED

  
	
  CAPITAL CITY
  CABLEVISION LIMITED

  
	
  CENTRAL CABLE HOLDINGS
  LIMITED

  
	
  CENTRAL CABLE LIMITED

  
	
  CENTRAL CABLE SALES
  LIMITED

  
	
  CHALLENGE TV

  
	
  CHARIOT COLLECTION
  SERVICES LIMITED

  
	
  CONTINENTAL SHELF 16
  LIMITED

  
	
  CRYSTAL PALACE RADIO
  LIMITED

  
	
  CRYSTALVISION
  PRODUCTIONS LIMITED

  
	
  DONCASTER CABLE
  COMMUNICATIONS LIMITED

  
	
  DUNDEE CABLE AND
  SATELLITE LIMITED

  
	
  ED STONE LIMITED

  



 



 280
 









 


	
  EDINBURGH CABLEVISION LIMITED

  
	
  EMS INVESTMENTS LIMITED

  
	
  EUROBELL (HOLDINGS)
  LIMITED

  
	
  EUROBELL (IDA) LTD

  
	
  EUROBELL (NO 2) LIMITED

  
	
  EUROBELL (NO 3) LIMITED

  
	
  EUROBELL (NO 4) LIMITED

  
	
  EUROBELL (SOUTH WEST)
  LIMITED

  
	
  EUROBELL (SUSSEX)
  LIMITED

  
	
  EUROBELL (WEST KENT)
  LIMITED

  
	
  EUROBELL CPE LIMITED

  
	
  EUROBELL INTERNET
  SERVICES LIMITED

  
	
  EUROBELL LIMITED

  
	
  EUROPEAN BUSINESS
  NETWORK LIMITED

  
	
  FASTRAK LIMITED

  
	
  FILEGALE LIMITED

  
	
  FLEXIMEDIA LIMITED

  
	
  FLEXTECH (1992) LIMITED

  
	
  FLEXTECH (KINDERNET
  INVESTMENT) LIMITED

  
	
  FLEXTECH (TRAVEL
  CHANNEL) LIMITED

  
	
  FLEXTECH BROADBAND
  HOLDINGS LIMITED

  
	
  FLEXTECH BROADBAND
  LIMITED

  
	
  FLEXTECH BROADCASTING
  LIMITED

  
	
  FLEXTECH BUSINESS NEWS
  LIMITED

  
	
  FLEXTECH CHILDRENS
  CHANNEL LIMITED

  
	
  FLEXTECH COMMUNICATIONS
  LIMITED

  
	
  FLEXTECH DIGITAL
  BROADCASTING LIMITED

  
	
  FLEXTECH DISTRIBUTION
  LIMITED

  
	
  FLEXTECH FAMILY CHANNEL
  LIMITED

  
	
  FLEXTECH HOLDCO LIMITED

  
	
  FLEXTECH HOMESHOPPING
  LIMITED

  
	
  FLEXTECH INTERACTIVE
  LIMITED

  
	
  FLEXTECH INVESTMENTS
  (JERSEY) LIMITED

  
	
  FLEXTECH IVS LIMITED

  
	
  FLEXTECH LIMITED

  
	
  FLEXTECH MEDIA HOLDINGS
  LIMITED

  
	
  FLEXTECH MUSIC
  PUBLISHING LIMITED

  




 281
 









 


	
  FLEXTECH RIGHTS LIMITED

  
	
  FLEXTECH VENTURES
  LIMITED

  
	
  FLEXTECH VIDEO GAMES
  LIMITED

  
	
  FLEXTECH-FLEXINVEST
  LIMITED

  
	
  FLORIDA HOMESHOPPING
  LIMITED

  
	
  GENERAL CABLE GROUP
  LIMITED

  
	
  GENERAL CABLE HOLDINGS
  LIMITED

  
	
  GENERAL CABLE
  INVESTMENTS LIMITED

  
	
  GENERAL CABLE LIMITED

  
	
  GENERAL CABLE
  PROGRAMMING LIMITED

  
	
  HALIFAX CABLE
  COMMUNICATIONS LIMITED

  
	
  HIERONYMOUS LIMITED

  
	
  IMMINUS (IRELAND)
  LIMITED

  
	
  IMMINUS LIMITED

  
	
  INTERACTIVE DIGITAL
  SALES LIMITED

  
	
  IVS CABLE HOLDINGS
  LIMITED

  
	
  LEWIS REED DEBT
  RECOVERY LIMITED

  
	
  LIVING TV LIMITED

  
	
  MATCHCO DIRECTORS
  LIMITED

  
	
  MATCHCO LIMITED

  
	
  MATCHCO SECRETARIES
  LIMITED

  
	
  MAYFAIR WAY MANAGEMENT LIMITED

  
	
  MIDDLESEX CABLE LIMITED

  
	
  MINOTAUR INTERNATIONAL
  LIMITED

  
	
  MIXMAX LIMITED

  
	
  NETWORK GAMING
  CONSULTING LIMITED

  
	
  NORTHERN CREDIT LIMITED

  
	
  PERTH CABLE TELEVISION
  LIMITED

  
	
  RAPID BANKING SOLUTIONS
  LIMITED

  
	
  RAPID BUSINESS
  SOLUTIONS LIMITED

  
	
  RAPID PERSONAL DIGITAL
  SOLUTIONS LIMITED

  
	
  RAPID TRAVEL SOLUTIONS
  LIMITED

  
	
  ROTHERHAM CABLE
  COMMUNICATIONS LIMITED

  
	
  SCREENSHOP LIMITED

  
	
  SHEFFIELD CABLE
  COMMUNICATIONS LIMITED

  
	
  SIT-UP LIMITED

  
	
  SMASHEDATOM LIMITED

  




 282
 









 


	
  SOUTHWESTERN BELL INTERNATIONAL HOLDINGS
  LIMITED

  
	
  START! GAMES LIMITED

  
	
  SUPPORTHAVEN PUBLIC
  LIMITED COMPANY

  
	
  TAKE FOUR BV

  
	
  TELEWEST CARRIER
  SERVICES LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (CENTRAL LANCASHIRE) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (COTSWOLDS) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (CUMBERNAULD) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (DUMBARTON) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (DUNDEE & PERTH) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (EAST LOTHIAN AND FIFE) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (FALKIRK) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (FYLDE & WYRE) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (GLENROTHES) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (INTERNET) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (LIVERPOOL) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (LONDON SOUTH) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (MIDLANDS AND NORTH WEST) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (MIDLANDS) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (MOTHERWELL) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (NOMINEES) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (NORTH EAST) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (NORTH WEST) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (PUBLICATIONS) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (SCOTLAND HOLDINGS) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (SCOTLAND) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (SOUTH EAST) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (SOUTH THAMES ESTUARY) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (SOUTH WEST) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (SOUTHPORT) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (ST HELENS & KNOWSLEY) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (TAUNTON & BRIDGWATER) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (TELFORD) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (TYNESIDE) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  (WIGAN) LIMITED

  
	
  TELEWEST COMMUNICATIONS
  CABLE LIMITED

  
	
  TELEWEST COMMUNICATIONS
  GROUP LIMITED

  




 283
 









 


	
  TELEWEST COMMUNICATIONS HOLDCO LIMITED

  
	
  TELEWEST COMMUNICATIONS
  HOLDINGS LIMITED

  
	
  TELEWEST COMMUNICATIONS
  NETWORKS LIMITED

  
	
  TELEWEST COMMUNICATIONS
  SERVICES LIMITED

  
	
  TELEWEST DIRECTORS
  LIMITED

  
	
  TELEWEST FINANCE
  CORPORATION

  
	
  TELEWEST GLOBAL FINANCE
  LLC

  
	
  TELEWEST HEALTH
  TRUSTEES LIMITED

  
	
  TELEWEST LIMITED

  
	
  TELEWEST PARLIAMENTARY
  HOLDINGS LIMITED

  
	
  TELEWEST SHARE TRUST
  LIMITED

  
	
  TELEWEST TRUSTEES
  LIMITED

  
	
  TELEWEST UK LIMITED

  
	
  TELEWEST WORKWISE
  LIMITED

  
	
  TELSO COMMUNICATIONS
  LIMITED

  
	
  THE CABLE CORPORATION
  EQUIPMENT LIMITED

  
	
  THE CABLE CORPORATION
  LIMITED

  
	
  THE CABLE EQUIPMENT
  STORE LIMITED

  
	
  THE NORTH LONDON
  CHANNEL LIMITED

  
	
  THE YORKSHIRE CABLE
  GROUP LIMITED

  
	
  THESEUS NO.1 LIMITED

  
	
  THESEUS NO.2 LIMITED

  
	
  TROUBLE TV LIMITED

  
	
  TVS PENSION FUND
  TRUSTEES LIMITED

  
	
  TVS TELEVISION LIMITED

  
	
  UNITED ARTISTS
  INVESTMENTS LIMITED

  
	
  VIRGIN MEDIA TELEVISION
  LIMITED (FORMERLY KNOWN AS FLEXTECH TELEVISION LIMITED)

  
	
  WAKEFIELD CABLE
  COMMUNICATIONS LIMITED

  
	
  PINNACLE DEBT RECOVERY
  LIMITED

  
	
  WINDSOR TELEVISION
  LIMITED

  
	
  YORKSHIRE CABLE
  COMMUNICATIONS LIMITED

  
	
  YORKSHIRE CABLE FINANCE
  LIMITED

  
	
  YORKSHIRE CABLE LIMITED

  
	
  YORKSHIRE CABLE
  PROPERTIES LIMITED

  
	
  YORKSHIRE CABLE TELECOM
  LIMITED

  
	
  PARTNERSHIPS AND JOINT VENTURES

  
	
  AVON CABLE JOINT
  VENTURE

  




 284
 









 


	
  AVON CABLE LIMITED PARTNERSHIP

  
	
  COTSWOLDS CABLE LIMITED
  PARTNERSHIP

  
	
  EDINBURGH CABLE LIMITED
  PARTNERSHIP

  
	
  ESTUARIES CABLE LIMITED
  PARTNERSHIP

  
	
  LONDON SOUTH CABLE
  PARTNERSHIP

  
	
  TELEWEST COMMUNICATIONS
  (LONDON SOUTH) JOINT VENTURE

  
	
  TELEWEST COMMUNICATIONS
  (SOUTH EAST) PARTNERSHIP

  
	
  TCI/US WEST CABLE
  COMMUNICATIONS GROUP

  
	
  TELEWEST COMMUNICATIONS
  (COTSWOLDS) VENTURE

  
	
  TELEWEST COMMUNICATIONS
  (NORTH EAST) PARTNERSHIP

  
	
  TELEWEST COMMUNICATIONS
  (SCOTLAND) VENTURE

  
	
  TELEWEST COMMUNICATIONS
  (SOUTH EAST) PARTNERSHIP

  
	
  TYNESIDE CABLE LIMITED
  PARTNERSHIP

  
	
  UNITED CABLE (LONDON
  SOUTH) LIMITED PARTNERSHIP

  



 


 



 285















PART 3 - MEMBERS OF THE NTL GROUP


ANDOVER CABLEVISION LIMITED


ANGLIA CABLE COMMUNICATIONS LIMITED


BEARSDEN NOMINEES, INC


BERKHAMSTED PROPERTIES & BUILDING 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



 286
 









DIAMOND CABLE (GRANTHAM) LIMITED


DIAMOND CABLE (GRIMCLEE) LIMITED


DIAMOND CABLE (HINCKLEY) LIMITED


DIAMOND CABLE (LEICESTER) LIMITED


DIAMOND CABLE (LINCOLN) LIMITED


DIAMOND CABLE (LINCOLNSHIRE) LIMITED


DIAMOND CABLE (MANSFIELD) LIMITED


DIAMOND CABLE (MELTON MOWBRAY) LIMITED


DIAMOND CABLE (NEWARK-ON-TRENT) LIMITED


DIAMOND CABLE (RAVENSHEAD) LIMITED


DIAMOND CABLE (VALE OF BELVOIR) LIMITED


DIAMOND CABLE ACQUISITIONS LIMITED


DIAMOND CABLE COMMUNICATIONS LIMITED


DIAMOND CABLE CONSTRUCTION LIMITED


DIAMOND CABLE CPE LIMITED


DIAMOND HOLDINGS LIMITED


DIAMOND VISUAL COMMUNICATIONS LIMITED


DIGITAL TELEVISION NETWORK LIMITED


DTELS LIMITED


EAST COAST CABLE LIMITED


EAST MIDLANDS CABLE COMMUNICATIONS LIMITED


EAST MIDLANDS CABLE GROUP LIMITED


EAST MIDLANDS CABLE HOLDINGS LIMITED


ENABLIS LIMITED


HEARTLAND CABLEVISION (UK) LIMITED


HEARTLAND CABLEVISION II (UK) LIMITED


HERTS CABLE LIMITED


JEWEL HOLDINGS LIMITED


LANBASE EUROPEAN HOLDINGS LIMITED


LANBASE LIMITED


LCL CABLE (HOLDINGS) LIMITED


LCL TELEPHONES LIMITED


LICHFIELD CABLE COMMUNICATIONS LIMITED


MAZA LIMITED


MERGER SUB INC


METRO HERTFORDSHIRE LIMITED


METRO SOUTH WALES LIMITED



 287
 









NNS UK HOLDINGS 1 LLC


NNS UK HOLDINGS 2, INC


NORTH CABLECOMMS HOLDINGS, INC


NORTH CABLECOMMS LLC


NORTH CABLECOMMS MANAGEMENT, INC


NORTHAMPTON CABLE TELEVISION LIMITED


NTL (AYLESBURY AND CHILTERN) LIMITED


NTL (B) LIMITED


NTL (BCM PLAN) PENSION TRUSTEES LIMITED


NTL (BROADLAND) LIMITED


NTL (CHICHESTER) LIMITED


NTL (CITY AND WESTMINSTER) LIMITED


NTL (COUNTY DURHAM) LIMITED


NTL (CRUK) LIMITED


NTL (CWC HOLDINGS)


NTL (CWC) CORPORATION LIMITED


NTL (CWC) LIMITED


NTL (CWC) MANAGEMENT LIMITED


NTL (CWC) NO 2 LIMITED


NTL (CWC) NO 3 LIMITED


NTL (CWC) NO 4 LIMITED


NTL (CWC) PROGRAMMING LIMITED


NTL (CWC) UK


NTL (EALING) LIMITED


NTL (EASTBOURNE AND HASTINGS) LIMITED


NTL (FENLAND) LIMITED


NTL (GREENWICH AND LEWISHAM) LIMITED


NTL (HAMPSHIRE) LIMITED


NTL (HARROGATE) LIMITED


NTL (HARROW) LIMITED


NTL (KENT) LIMITED


NTL (LAMBETH AND SOUTHWARK) LIMITED


NTL (LEEDS) LIMITED


NTL (NORWICH) LIMITED


NTL (PETERBOROUGH) LIMITED


NTL (SOUTH EAST) LIMITED


NTL (SOUTH HERTFORDSHIRE) LIMITED



 288
 









NTL (SOUTH LONDON) LIMITED


NTL (SOUTHAMPTON AND EASTLEIGH) LIMITED


NTL (SUNDERLAND) LIMITED


NTL (THAMESMEAD) LIMITED


NTL (TRIANGLE) LLC


NTL (V) LIMITED


NTL (V) PLAN PENSION TRUSTEES LIMITED


NTL (WANDSWORTH) LIMITED


NTL (WEARSIDE) LIMITED


NTL (WEST LONDON) LIMITED


NTL (YORCAN) LIMITED


NTL (YORK) LIMITED


NTL ACQUISITION COMPANY LIMITED


NTL BOLTON CABLEVISION HOLDING COMPANY


NTL BRIGHTON LLC


NTL BROMLEY COMPANY


NTL BUSINESS (IRELAND) LIMITED


NTL BUSINESS LIMITED


NTL CABLECOMMS BOLTON


NTL CABLECOMMS BROMLEY


NTL CABLECOMMS BURY AND ROCHDALE


NTL CABLECOMMS CHESHIRE


NTL CABLECOMMS DERBY


NTL CABLECOMMS EAST LANCASHIRE


NTL CABLECOMMS GREATER MANCHESTER


NTL CABLECOMMS GROUP LIMITED


NTL CABLECOMMS GROUP, INC


NTL CABLECOMMS HOLDINGS NO 1 LIMITED


NTL CABLECOMMS HOLDINGS NO 2 LIMITED


NTL CABLECOMMS LANCASHIRE NO  1


NTL CABLECOMMS LANCASHIRE NO 2


NTL CABLECOMMS LIMITED


NTL CABLECOMMS MACCLESFIELD


NTL CABLECOMMS MANCHESTER LIMITED


NTL CABLECOMMS OLDHAM AND TAMESIDE


NTL CABLECOMMS SOLENT


NTL CABLECOMMS STAFFORDSHIRE



 289
 









NTL CABLECOMMS STOCKPORT


NTL CABLECOMMS SURREY


NTL CABLECOMMS SUSSEX


NTL CABLECOMMS WESSEX


NTL CABLECOMMS WEST SURREY LIMITED


NTL CABLECOMMS WIRRAL


NTL CAMBRIDGE LIMITED


NTL CHARTWELL HOLDINGS 2, INC


NTL CHARTWELL HOLDINGS LIMITED


NTL CHARTWELL HOLDINGS, INC


NTL COMMUNICATIONS SERVICES LIMITED


NTL DARLINGTON LIMITED


NTL DERBY CABLEVISION HOLDING COMPANY


NTL DIGITAL (US), INC


NTL DIGITAL VENTURES LIMITED


NTL EQUIPMENT NO 1 LIMITED


NTL EQUIPMENT NO 2 LIMITED


NTL FAWNSPRING LIMITED


NTL FINANCE LIMITED


NTL FUNDING LIMITED


NTL GLASGOW


NTL GLASGOW HOLDINGS LIMITED


NTL HOLDINGS (BROADLAND) LIMITED


NTL HOLDINGS (EAST LONDON) LIMITED


NTL HOLDINGS (FENLAND) LIMITED


NTL HOLDINGS (LEEDS) LIMITED


NTL HOLDINGS (NORWICH) LIMITED


NTL HOLDINGS (PETERBOROUGH) LIMITED


NTL INTERNATIONAL SERVICES, INC


NTL INTERNET LIMITED


NTL INTERNET SERVICES LIMITED


NTL IRISH HOLDINGS LIMITED


NTL KIRKLEES


NTL KIRKLEES HOLDINGS LIMITED


NTL LIMITED


NTL MANCHESTER CABLEVISION HOLDING COMPANY


NTL
MICROCLOCK SERVICES LIMITED



 290
 









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



 291
 









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



 292
 









XL DEBT RECOVERY AGENCY LIMITED


X-TANT LIMITED


 



 293















SCHEDULE 10


EXISTING ENCUMBRANCES


PART 1 - EXISTING ENCUMBRANCES


1A.                             Existing Encumbrances required to be discharged on 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.

  



 



 294
 









 


	
  11.

  	
   

  	
  A Debenture dated 24 June 2004 granted by certain
  companies listed therein in favour of Credit Suisse First Boston, as security
  trustee, in respect of such companies rights, title and interest in certain
  assets.

  
	
  12.

  	
   

  	
  A Share Charge dated 24 June 2004 granted by NTL
  (Triangle) LLC in favour of Credit Suisse First Boston, as security trustee,
  in respect of certain shares referred to therein.

  
	
  13.

  	
   

  	
  An Irish Composite Debenture dated 24 June 2004
  granted by certain companies listed therein in favour of Credit Suisse First
  Boston, as security trustee, in respect of such companies rights, title and
  interest in certain assets.

  
	
  14.

  	
   

  	
  An Irish Charge on Shares dated 24 June 2004 granted
  by NTL (Triangle) LLC in favour of Credit Suisse First Boston, as security
  trustee, in respect of certain shares and derivative assets.

  
	
  15.

  	
   

  	
  A US Joinder Agreement dated 24 June 2004 between
  NTL Group Ltd and Credit Suisse First Boston, as security trustee, by which
  NTL Group Ltd became a pledgor under the US Share Pledge Agreement dated 13
  April 2004.

  
	
  16.

  	
   

  	
  A US Joinder Agreement dated 24 June 2004 between
  NTL (Triangle) LLC and Credit Suisse First Boston, as security trustee, by which
  NTL (Triangle) LLC became a debtor under the US Security Agreement dated 13
  April 2004.

  
	
  17.

  	
   

  	
  A Debenture dated 8 November 2004 granted by Virgin
  Net Limited in favour of Credit Suisse First Boston, as security trustee, in
  respect of its rights, title and interest in certain assets.

  
	
  18.

  	
   

  	
  A Debenture dated 8 November 2004 granted by NTL
  Internet Services Limited in favour of Credit Suisse First Boston, as
  security trustee, in respect of its rights, titles and interest in certain
  assets.

  
	
  19.

  	
   

  	
  A Debenture dated 30 November 2004 granted by NTL
  National Networks Limited in favour of Credit Suisse First Boston, as
  security trustee, in respect of its rights, titles and interest in certain
  assets.

  
	
  20.

  	
   

  	
  A Debenture dated 23 December 2004 granted by NTL
  Irish Holdings Limited in favour of Credit Suisse First Boston, as security
  trustee, in respect of its rights, title and interest in certain assets.

  
	
  21.

  	
   

  	
  A Debenture dated 23 December 2004 granted by De
  Facto 1183 Limited in favour of Credit Suisse First Boston, as security
  trustee, in respect of its rights, title and interest in certain assets.

  
	
  22.

  	
   

  	
  A Share Charge Agreement dated 23 December 2004
  granted by NTL (Triangle) LLC in favour of Credit Suisse First Boston, as
  security trustee, in respect of certain shares referred to therein.

  
	
  23.

  	
   

  	
  Supplemental Debenture dated 21 March 2005 granted
  by Virgin Media Limited (formerly known as NTL Group Limited) in favour of
  Credit Suisse First Boston, as security trustee, in respect of its
  rights, title and interest in certain assets.

  



 



 295
 









 


	
  24.

  	
   

  	
  Bank Account Assignment dated 31 May
  2005 granted by Virgin Media Investment Holdings Limited (formerly known
  as NTL Investment Holdings Limited) in favour of Credit Suisse First
  Boston, as security trustee, in respect of certain bank accounts
  referred to therein.

  
	
  25.

  	
   

  	
  An Irish Debenture dated 30 November 2004 granted by
  NTL Irish Networks Limited in favour Credit Suisse First Boston, as security
  trustee, in respect of its rights, title and interest in certain assets.

  
	
  26.

  	
   

  	
  An Irish Charge on Shares granted by NTL
  (Chichester) Limited in favour of Credit Suisse First Boston, as security
  trustee, in respect of certain shares referred to therein.

  
	
  27.

  	
   

  	
  An Irish Charge on Shares granted by NTL Irish
  Holdings Limited in favour of Credit Suisse First Boston, as security
  trustee, in respect of certain shares referred to therein.

  
	
  28.

  	
   

  	
  A Composite Debenture dated 21 December 2004 granted
  by certain companies incorporated in England and Wales, Scotland and Jersey
  and listed therein in favour of Barclays Bank Plc, as security trustee, in
  respect of such companies rights, title and interest in certain assets.

  
	
  29.

  	
   

  	
  A Share Charge Agreement dated 21 December 2004
  granted by Telewest UK in favour of Barclays Bank Plc, as security trustee,
  in respect of all of its shares in TCN.

  
	
  30.

  	
   

  	
  An Assignment of Loans dated 21 December 2004
  granted by Telewest UK in favour of Barclays Bank Plc, as security trustee,
  in respect of receivables arising under any financial indebtedness owed to it
  by certain members of the TCN group.

  
	
  31.

  	
   

  	
  A US Pledge Agreement dated 21 December 2004 granted
  by Telewest Global Finance LLC in favour of Barclays Bank Plc, as security
  trustee, in respect of all its rights, title and interest in and under
  certain notes.

  
	
  32.

  	
   

  	
  A Charge over Bank Account dated 21 December 2004
  granted by the TCN in favour of Barclays Bank Plc, as security trustee, in
  respect of a blocked account.

  
	
  33.

  	
   

  	
  A US Share Pledge Agreement dated 21 December 2004
  granted by TCN in favour of Barclays Bank Plc, as security trustee, in
  respect of all of its shares in Telewest Global Finance LLC.

  
	
  34.

  	
   

  	
  A US Reimbursement and Contribution Agreement dated
  21 December 2004 between TCN and certain partnerships formed in the State of
  Colorado listed therein.

  
	
  35.

  	
   

  	
  A Scottish Bond and Floating Charge dated 21
  December 2004 granted by Telewest Communications (Scotland) Limited in favour
  of the Barclays Bank Plc, as security trustee, in respect of its rights,
  title and interest in certain assets.

  
	
  36.

  	
   

  	
  A Scottish Bond and Floating Charge dated 21
  December 2004 granted by Telewest Communications (Scotland Holdings) Limited
  in favour of the Barclays Bank Plc, as security trustee, in respect of its
  rights, title and interest in certain assets.

  
	
  37.

  	
   

  	
  A Scottish Bond and Floating Charge dated 21
  December 2004 granted by Telewest Communications (Dundee & Perth) Limited
  in favour of the Barclays Bank Plc, as security trustee, in respect of its
  rights, title and interest in certain assets.

  



 



 296
 









 


	
  38.

  	
   

  	
  A Scottish Bond and Floating Charge dated 21
  December 2004 granted by Telewest Communications (Motherwell Limited) in
  favour of the Barclays Bank Plc, as security trustee, in respect of its
  rights, title and interest in certain assets.

  
	
  39.

  	
   

  	
  A Scottish Share Pledge dated 21 December 2004
  granted by Telewest Limited in favour of Barclays Bank Plc, as security
  trustee, in respect of its rights and interests in the shares in certain
  companies incorporated in Scotland and referred to therein.

  
	
  40.

  	
   

  	
  A Scottish Share Pledge dated 21 December 2004
  granted by Telewest Communications (Scotland Holdings) Limited in favour of
  Barclays Bank Plc, as security trustee, in respect of its rights and
  interests in the shares in certain companies incorporated in Scotland and
  referred to therein.

  
	
  41.

  	
   

  	
  A Jersey Share Pledge dated 21 December 2004 granted
  by Birmingham Cable Limited in favour of Barclays Bank Plc, as security
  trustee, in respect of its rights and interests in the shares in Birmingham
  Cable Finance Limited.

  
	
  42.

  	
   

  	
  A US Pledge and Security Agreement dated 21 December
  2004 granted by each of TCI/US West Cable Communications Group, Theseus No.1
  Limited and Theseus No.2 Limited (together, the “Pledgors”) in favour of Barclays Bank Plc, as security
  trustee, in respect of the shares in Avon Cable Limited Partnership.

  
	
  43.

  	
   

  	
  A US Pledge and Security Agreement dated 21 December
  2004 granted by each of the Pledgors in favour of Barclays Bank Plc, as
  security trustee, in respect of the shares in Cotswolds Cable Limited Partnership.

  
	
  44.

  	
   

  	
  A US Pledge and Security Agreement dated 21 December
  2004 granted by each of the Pledgors in favour of Barclays Bank Plc, as
  security trustee, in respect of the shares in Edinburgh Cable Limited
  Partnership.

  
	
  45.

  	
   

  	
  A US Pledge and Security Agreement dated 21 December
  2004 granted by each of the Pledgors in favour of Barclays Bank Plc, as
  security trustee, in respect of the shares in Estuaries Cable Limited
  Partnership.

  
	
  46.

  	
   

  	
  A US Pledge and Security Agreement dated 21 December
  2004 granted by the Pledgors in favour of Barclays Bank Plc, as security
  trustee, in respect of the shares in Tyneside Cable Limited Partnership.

  
	
  47.

  	
   

  	
  A US Pledge and Security Agreement dated 21 December
  2004 granted by the Pledgors in favour of Barclays Bank Plc, as security
  trustee, in respect of the shares in United Cable (London South) Limited
  Partnership.

  
	
  48.

  	
   

  	
  A US Pledge and Security Agreement dated 21 December
  2004 granted by Theseus No. 1 Limited and Theseus No. 2 Limited in favour of
  Barclays Bank Plc, as security trustee, in respect of the shares in TCI/US
  West Cable Communications Group.

  
	
  49.

  	
   

  	
  A US Pledge and Security Agreement dated 21 December
  2004 granted by United Cable (London South) Limited Partnership and Crystal
  Palace Radio Limited in favour of Barclays Bank Plc, as security trustee, in
  respect of the shares in London South Cable Partnership.

  



 



 297
 









 


	
  50.

  	
   

  	
  A Composite Debenture dated 10 May 2005 granted by
  Flextech Broadband Limited, Flextech Broadcasting Limited and the companies listed
  therein in favour of Barclays Bank Plc, as security trustee, in respect of
  such companies rights, title and interest in certain assets.

  
	
  51.

  	
   

  	
  A Security Account Charge dated 24 May 2005 granted
  by Flextech Broadband Limited in favour of Barclays Bank Plc, as security
  trustee, in respect of certain bank accounts.

  
	
  52.

  	
   

  	
  A Debenture dated 4 August 2005 granted by Sit-Up
  Limited in favour of Barclays Bank Plc, as security trustee, in respect of
  its rights, title and interest in certain assets.

  
	
  53.

  	
   

  	
  Pledge Agreement dated 30 December 2004 granted by
  Telewest Communications Networks Limited in favour of Barclays Bank Plc.

  
	
  54.

  	
   

  	
  Security Account Charge dated 21 December 2004
  granted by Telewest Communications Networks Limited in favour of Barclays
  Bank Plc.

  
	
  55.

  	
   

  	
  Composite Debenture dated 21 December 2004 granted
  by Telewest Communications Networks Limited in favour of Barclays Bank Plc.

  
	
  56.

  	
   

  	
  New Composite Guarantee and Debenture dated 14 July
  2004 granted by Telewest Communications Networks Limited in favour of CIBC
  World Markets Plc.

  
	
  57.

  	
   

  	
  Guarantee and Debenture dated 16 March 2001 granted
  by Telewest Communications Networks Limited in favour of CIBC World Markets
  Plc.

  
	
  58.

  	
   

  	
  Guarantee and Debenture dated 20 May 1999 granted by
  Yorkshire Cable Properties Limited in favour of CIBC World Markets Plc.

  
	
  59.

  	
   

  	
  Debenture dated 8 November 2004 granted by Virgin
  Net Limited in favour of Credit Suisse First Boston.

  
	
  60.

  	
   

  	
  Rent Deposit Deed dated 19 April 1999 granted by
  Virgin Net Limited in favour of AT&T (UK) Limited.

  
	
  61.

  	
   

  	
  Standard Security dated 27 January 2005 granted by
  NTL National Networks Limited in favour of Credit Suisse First Boston.

  
	
  62.

  	
   

  	
  Debenture granted by VMIH Sub Limited (formerly
  known as NTLIH Sub Limited).

  
	
  63.

  	
   

  	
  Assignment of Bank Account dated 31 May 2005 granted
  by Virgin Media Investment Holdings Limited (formerly known as NTL Investment
  Holdings Limited) in favour of Credit Suisse First Boston.

  
	
  64.

  	
   

  	
  Assignment of Bank Account dated 12 May 2004 granted
  by Virgin Media Investment Holdings Limited (formerly known as NTL Investment
  Holdings Limited) in favour of Credit Suisse First Boston.

  
	
  65.

  	
   

  	
  Debenture dated 13 April 2004 granted by Virgin
  Media Investment Holdings Limited (formerly known as NTL Investment Holdings
  Limited) in favour of Credit Suisse First Boston.

  



 



 298
 









 


	
  66.

  	
   

  	
  Debenture dated 3 October 2000 granted by Virgin
  Media Investment Holdings Limited (formerly known as NTL Investment Holdings
  Limited) in favour of Chase Manhattan International Limited.

  
	
  67.

  	
   

  	
  Assignment of Loans dated 21 December 2004 granted
  by Telewest UK Limited in favour of Barclays Bank Plc.

  
	
  68.

  	
   

  	
  Charge Over Shares dated 21 December 2004 granted by
  Telewest UK Limited in favour of Barclays Bank Plc.

  



 


	
  CHARGOR

  	
   

  	
  DATE

  	
   

  	
  BENEFICIARY

  	
   

  	
  SUMMARY

  
	
  Cable Corporation Limited (The)

  	
   

  	
  18.05.99

  	
   

  	
  Lloyds (Nimrod) Specialist Finance Limited

  	
   

  	
  Collateral Account Security Assignment in favour of
  Lloyds (Nimrod) Specialist Finance Limited created 18.05.1999 

   

  AMOUNT SECURED: All monies due or to become due from
  the Company to the Chargee under or in connection with any of the Lease
  documents

   

  SHORT PARTICULARS: The Assignor assigns and agrees
  to assign the Lessor Collateral Account and the deposit (the deposit being
  all sums standing to the credit of the Collateral Account)

  



 



 299
 









 


	
  CHARGOR

  	
   

  	
  DATE

  	
   

  	
  BENEFICIARY

  	
   

  	
  SUMMARY

  
	
  General Cable Limited

  	
   

  	
  25.05.95

  	
   

  	
  Crosby Sterling Limited

  	
   

  	
  Charge on cash deposit in favour of Crosby Sterling
  Limited created 25.05.1995

   

  AMOUNT SECURED: All monies due or to become due from
  the Company to the Chargee under the terms of the Option Agreement or Charge

   

  SHORT PARTICULARS: The Chargor charges the deposit
  by way of first fixed charge in favour of the Chargee.

   

  
	
  The Yorkshire Cable Group Limited

  	
   

  	
  18.05.99

  	
   

  	
  Lloyds (Nimrod) Specialist Finance Limited

  	
   

  	
  Collateral Account Security Assignment in favour of
  Lloyds (Nimrod) Specialist Finance Limited created 18.05.1999

   

  AMOUNT SECURED: All monies due or to become due from
  the Company to the Chargee under or in connection with any of the Lease
  documents

   

  SHORT PARTICULARS: The Assignor assigns and agrees
  the assign the Lessor Collateral Account and the deposit

  



 



 300
 









 


	
  The Yorkshire Cable Group Limited

  	
   

  	
  18.05.99

  	
   

  	
  Lombard Commercial Limited

  	
   

  	
  Collateral Account Security Assignment in favour of
  Lombard Commercial Limited created 18.05.1999

   

  AMOUNT SECURED: All monies due or to become due from
  the Company to the Chargee under or in connection with any of the Lease
  documents

   

  SHORT PARTICULARS: The Assignor assigns and agrees
  to assign the Lessor Collateral Account and the deposit

  



 


1B.                             Existing Encumbrances not required to be discharged.


[TELEWEST]


	
  I.

  	
  July 2004 Documents

  
	
   

  	
   

  
	
  1.

  	
  New Composite Guarantee and Debenture dated 14 July
  2004 granted by TCN and certain Subsidiaries and associated partnerships of
  TCN in favour of CIBC World Markets PLC as security trustee to the extent
  representing the obligations of those chargors that are Original Guarantors

  
	
   

  	
   

  
	
  2.

  	
  Bond and Floating Charge (Scotland) dated 14 July
  2004 granted by Telewest Communications (Scotland Holdings) Limited in favour
  of CIBC World Markets PLC as security trustee.

  
	
   

  	
   

  
	
  3.

  	
  Bond and Floating Charge (Scotland) dated 14 July
  2004 granted by Telewest Communications (Scotland) Limited in favour of CIBC
  World Markets PLC as security trustee.

  
	
   

  	
   

  
	
  4.

  	
  Bond and Floating Charge (Scotland) dated 14 July
  2004 granted by Telewest Communications (Dundee & Perth) Limited in
  favour of CIBC World Markets PLC as security trustee.

  
	
   

  	
   

  
	
  5.

  	
  Bond and Floating Charge (Scotland) dated 14 July
  2004 granted by Telewest Communications (Motherwell) Limited in favour of
  CIBC World Markets PLC as security trustee.

  



 



 301
 









 


	
  6.

  	
  Pledge and Security Agreement (US) dated 14 July
  2004 granted by TCI/US West Cable Communications Group and others in favour
  of CIBC World Markets PLC as security trustee regarding interests in Avon
  Cable Limited Partnership.

  
	
   

  	
   

  
	
  7.

  	
  Pledge and Security Agreement (US) dated 14 July
  2004 granted by TCI/US West Cable Communications Group and others in favour
  of CIBC World Markets PLC as security trustee regarding interests in
  Cotswolds Cable Limited Partnership.

  
	
   

  	
   

  
	
  8.

  	
  Pledge and Security Agreement (US) dated 14 July
  2004 granted by TCI/US West Cable Communications Group and others in favour
  of CIBC World Markets PLC as security trustee regarding interests in
  Edinburgh Cable Limited Partnership.

  
	
   

  	
   

  
	
  9.

  	
  Pledge and Security Agreement (US) dated 14 July
  2004 granted by TCI/US West Cable Communications Group and others in favour
  of CIBC World Markets PLC as security trustee regarding interests in
  Estuaries Cable Limited Partnership.

  
	
   

  	
   

  
	
  10

  	
  Pledge and Security Agreement (US) dated 14 July
  2004 granted by TCI/US West Cable Communications Group and others in favour
  of CIBC World Markets PLC as security trustee regarding interests in Tyneside
  Cable Limited Partnership.

  
	
   

  	
   

  
	
  11.

  	
  Pledge and Security Agreement (US) dated 14 July
  2004 granted by TCI/US West Cable Communications Group and others in favour
  of CIBC World Markets PLC as security trustee regarding interests in United
  Cable (London South) Limited Partnership.

  
	
   

  	
   

  
	
  12.

  	
  Pledge and Security Agreement (US) dated 14 July
  2004 granted by Theseus No.1 and Theseus No.2 in favour of CIBC World Markets
  PLC as security trustee regarding interests in TCI/US West Cable
  Communications Group.

  
	
   

  	
   

  
	
  13.

  	
  Pledge and Security Agreement (US) dated 14 July
  2004 granted by United Cable (London South) Limited Partnership and Crystal
  Palace Radio Limited in favour of CIBC World Markets PLC as security trustee
  regarding interests in London South Cable Partnership.

  
	
   

  	
   

  
	
  14.

  	
  Amended and Restated Reimbursement and Contribution
  Agreement dated 14 July 2004 and made between TCN, Avon Cable Limited
  Partnership, Cotswolds Cable Limited Partnership, Edinburgh Cable Limited
  Partnership, Estuaries Cable Limited Partnership, TCI/US West Cable
  Communications Group, Tyneside Cable Limited Partnership, United Cable
  (London South) Limited Partnership and London South Cable Partnership.

  
	
   

  	
   

  
	
  II.

  	
  March 2001 Documents

  
	
   

  	
   

  
	
  1.

  	
  Composite Guarantee and Debenture dated 16 March
  2001 granted by TCN, Telewest Finance Corporation and certain Subsidiaries
  and associated partnerships of TCN in favour of CIBC World Markets PLC as
  security trustee, to the extent representing the obligations of those
  chargors that are Original Guarantors.

  
	
   

  	
   

  
	
  2.

  	
  Pledge and Security Agreement (US) dated 16 March
  2001, as amended by a first amendment dated 14 July 2001, granted by TCI/US
  West Cable Communications Group and others in favour of CIBC World Markets
  PLC as security trustee regarding interests in Avon Cable Limited
  Partnership.

  
	
   

  	
   

  
	
  3.

  	
  Pledge and Security Agreement (US) dated 16 March
  2001, as amended by a first amendment dated 14 July 2001, granted by TCI/US
  West Cable Communications Group and others in favour of CIBC World Markets
  PLC as security trustee regarding interests in Cotswolds Cable Limited
  Partnership.

  



 


 



 302















	
  4.

  	
   

  	
  Pledge and Security Agreement (US) dated 16 March
  2001, as amended by a first amendment dated 14 July 2001, granted by TCI/US
  West Cable Communications Group and others in favour of CIBC World Markets
  PLC as security trustee regarding interests in Edinburgh Cable Limited
  Partnership.

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Pledge and Security Agreement (US) dated 16 March
  2001, as amended by a first amendment dated 14 July 2001, granted by TCI/US
  West Cable Communications Group and others in favour of CIBC World Markets
  PLC as security trustee regarding interests in Estuaries Cable Limited
  Partnership.

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Pledge and Security Agreement (US) dated 16 March
  2001, as amended by a first amendment dated 14 July 2001, granted by TCI/US
  West Cable Communications Group and others in favour of CIBC World Markets
  PLC as security trustee regarding interests in Tyneside Cable Limited
  Partnership.

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Pledge and Security Agreement (US) dated 16 March
  2001, as amended by a first amendment dated 14 July 2001, granted by TCI/US
  West Cable Communications Group and others in favour of CIBC World Markets
  PLC as security trustee regarding interests in United Cable (London South)
  Limited Partnership.

  
	
  8.

  	
   

  	
   

  
	
   

  	
   

  	
  Pledge and Security Agreement (US) dated 16 March
  2001 granted by Theseus No.1 and Theseus No.2 in favour of CIBC World Markets
  PLC as security trustee regarding interests in TCI/US West Cable
  Communications Group.

  
	
  9.

  	
   

  	
  Pledge and Security Agreement (US) dated 16 March
  2001, as amended by a first amendment dated 14 July 2001, granted by United
  Cable (London South) Limited Partnership and Crystal Palace Radio Limited in
  favour of CIBC World Markets PLC as security trustee regarding interests in
  London South Cable Partnership.

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Bond and Floating Charge (Scotland) dated 16 March
  2001 granted by Telewest Communications (Scotland Holdings) Limited in favour
  of CIBC World Markets PLC as security trustee.

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Bond and Floating Charge (Scotland) dated 16 March
  2001 granted by Telewest Communications (Scotland) Limited in favour of CIBC
  World Markets PLC as security trustee.

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Bond and Floating Charge (Scotland) dated 16 March
  2001 granted by Telewest Communications (Dundee & Perth) Limited in
  favour of CIBC World Markets PLC as security trustee.

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Bond and Floating Charge (Scotland) dated 16 March
  2001 granted by Telewest Communications (Motherwell) Limited in favour of
  CIBC World Markets PLC as security trustee.

  
	
   

  	
   

  	
   

  



[OTHER]



 303
 









 


	
  CHARGOR

  	
   

  	
  DATE

  	
   

  	
  BENEFICIARY

  	
   

  	
  SUMMARY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL (Southampton and

  Eastleigh) Ltd (formerly

  known as CWC

  (Southampton and

  Eastleigh) Ltd)

   

  	
   

  	
  30.07.92

   

  	
   

  	
  National
  Westminster

  Bank plc

   

  	
   

  	
  Charge
  over credit

  balance (£135,669.35)

   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL (South East) Ltd

  (formerly known as CWC

  (South East) Ltd)

  	
   

  	
  06.05.97

  	
   

  	
  NatWest
  Specialist

  Finance

  	
   

  	
  Collateral
  accounts

  security assignment.

  Part satisfied

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Kirklees

  	
   

  	
  (i)
  31.01.97

  (ii) 06.08.97

  	
   

  	
  (i) National

  Westminster Plc

   

  (ii) National

  Westminster Plc

  	
   

  	
  (i) Charges over

  credit balances



  (ii) Charges over

  credit balances

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Wales Limited

  	
   

  	
  (i)
  31.01.97



  (ii)
  04.06.97



  (iii)
  06.08.97

  	
   

  	
  (i) National

  Westminster Bank

  Plc



  (ii) National

  Westminster Bank

  Plc



  (iii) National

  Westminster Bank

  Plc

  	
   

  	
  (i) Charges over

  credit balances



  (ii) Charges over

  credit balances



  (iii) Charges over

  credit balances

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cable
  Tel Surrey &

  Hampshire Limited

  	
   

  	
  06.08.97

  	
   

  	
  National
  Westminster

  Bank Plc

  	
   

  	
  Charges
  over credit

  balances

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cable
  Tel Herts & Beds

  Limited

  	
   

  	
  06.08.97

  	
   

  	
  National
  Westminster

  Bank Plc

  	
   

  	
  Charges
  over credit

  balances

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL
  South Central

  Limited

  	
   

  	
  14.12.93

  	
   

  	
  Uberior
  Nominees

  (Gulliver D.P.U.T.)

  Limited

  	
   

  	
  Deed
  of deposit

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Metro
  South Wales

  Limited

  NTL Glasgow

  Virgin Media Limited

  (formerly known as NTL

  Group Limited)

  NTL Kirklees

  NTL Midlands Limited

  NTL South Wales Limited

  	
   

  	
  20.02.97

  	
   

  	
  National
  Westminster

  Bank plc

  	
   

  	
  Account
  netting

  arrangement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CableTel
  (Northern

  Ireland) Limited

  	
   

  	
  (i)
  06.08.97



  (ii)
  17.10.97

  	
   

  	
  (i) National

  Westminster

  Bank

  Plc



  (ii) Chase Manhattan

  International

  Limited (now

  known as J.P.

  Morgan Europe

  Limited)

  	
   

  	
  (i) Charge over

  deposit



  (ii)
  Debenture

  	
   

  
									




 304
 









 


	
  NTL Midlands Limited

  	
   

  	
  27.09.94

  	
   

  	
  National
  Westminster

  Bank Plc

  	
   

  	
  Legal
  Mortgage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cable London Limited

  	
   

  	
  27.07.90

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge in favour

  of Barclays Bank PLC

  created 27.07.1990



  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company to the

  Chargee on any

  account



  SHORT

  PARTICULARS:

  Television House,

  Clarendon Road,

  Turnpike Lane L/B

  Haringey T/N: NGL

  L29756

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cable London Limited

  	
   

  	
  22.10.92

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge in favour

  of Barclays Bank PLC

  created 22.10.1992



  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company to the

  Chargee on any

  account



  SHORT

  PARTICULARS: Land

  at rear of 60/70

  Clarendon Road,

  Hornsey, Haringey,

  London, and known as

  Car Park No 2

  	
   

  




 305
 









 


	
  Cable London Limited

  	
   

  	
  22.10.92

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge in favour

  of Barclays Bank PLC

  created 22.10.1992



  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company to the

  Chargee on any

  account



  SHORT

  PARTICULARS: Site

  14, Clarendon Road

  Estate, Clarendon

  Road, Haringey,

  London T/N: NGL

  361617

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cable London Limited

  	
   

  	
  03.01.95

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge in favour

  of Barclays Bank PLC

  created 03.01.1995



  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company to the

  Chargee on any

  account



  SHORT

  PARTICULARS: Car

  Park No 1 & No 2

  60/70 (inclusive)

  Clarendon Road, L/B

  of Haringey

  	
   

  




 306
 









 


	
  Eurobell (Holdings)

  Limited

  	
   

  	
  01.11.99

  	
   

  	
  Lloyds
  TSB Bank plc

  	
   

  	
  Deposit
  Agreement to

  Secure own Liabilities

  in favour of Lloyds

  TSB Bank Plc created

  01.11.1999



  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company to the

  Chargee on any

  account



  SHORT

  PARTICULARS: The

  deposit (debts on

  account 7955640 and

  interest due)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eurobell (South West)

  Limited

  	
   

  	
  29.05.97

  	
   

  	
  Lloyds
  Bank plc

  	
   

  	
  Deposit
  Agreement to

  Secure own Liabilities

  in favour of Lloyds

  TSB Bank Plc created

  29.05.1997|



  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company to the

  Chargee under or in

  connection with the

  Indemnity



  SHORT

  PARTICULARS: All

  such rights to the

  repayment of the deposit

  	
   

  




 307
 









 


	
  Eurobell (Sussex)
  Limited

  	
   

  	
  29.05.97

  	
   

  	
  Lloyds
  Bank plc

  	
   

  	
  Deposit
  Agreement to

  secure own liabilities in

  favour of Lloyds Bank

  plc created 29.05.1997

   

  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company to the

  Chargee under or in

  connection with the

  Indemnity



  SHORT

  PARTICULARS: All

  such rights to the

  repayment of the

  deposit as the

  Company then had

  under
  the terms upon

  which the deposit was

  made and the

  provisions contained in

  the Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eurobell (West Kent)

  Limited

  	
   

  	
  29.05.97

  	
   

  	
  Lloyds
  Bank plc

  	
   

  	
  Deposit
  Agreement to

  secure own liabilities in

  favour of Lloyds Bank

  plc created 29.05.1997



  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company to the

  Chargee on any account



  SHORT

  PARTICULARS: All

  such rights to the

  repayment of the

  deposit

  	
   

  




 308
 









 


	
  Sheffield
  Cable

  Communications Limited

  	
   

  	
  24.12.96

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge in favour

  of Barclays Bank PLC

  created 24.12.1996



  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company to the

  Chargee on any

  account



  SHORT

  PARTICULARS: L/H

  property K/A, 1

  Chippingham Street,

  Sheffield

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sheffield Cable

  Communications Limited

  	
   

  	
  12.11.99

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge in favour

  of Barclays Bank PLC

  created 12.11.1999



  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company to the

  Chargee on any

  account



  SHORT

  PARTICULARS:

  L/Hold property known

  as 1.62 acres of land at

  Sheffield Technology

  Park, Chippenham

  Street, Sheffield

  	
   

  




 309
 









 


	
  TCN

  	
   

  	
  15.10.04

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Deed
  of Charge over

  Credit Balances in

  favour of Barclays

  Bank PLC created

  15.10.2004



  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company to the

  Chargee on any

  account



  SHORT

  PARTICULARS:

  Fixed charge over all

  the specified deposits

  together with all

  interest accruing on

  such deposits.

  Assignment by the

  Chargor for the

  purposes of and to give

  effect to the security

  over the right of the

  Chargor to require

  repayment of such

  deposits and interest

  thereon

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telewest Communications

  (South East) Limited

  	
   

  	
  21.01.94

  	
   

  	
  Electricity
  Supply

  Nominees Limited

  	
   

  	
  Mortgage
  of Deposited

  Monies in favour of

  Electricity Supply

  Nominees Limited

  created 21.01.1994

   

  AMOUNT
  SECURED:

  The obligations

  covenants and

  liabilities of the

  Company to the

  Chargee
  under the

  provision of two leases



  SHORT

  PARTICULARS: A

  book debt in the sum of

  £160,000 standing to

  the credit of the

  company’s account

  	
   

  




 310
 









 


	
  Telewest Communications

  (South East) Limited

  	
   

  	
  26.06.95

  	
   

  	
  Electricity
  Supply

  Nominees Limited

  	
   

  	
  Deed
  of Variation and

  Further Charge in

  favour of Electricity

  Supply Nominees

  Limited created

  26.06.1995



  AMOUNT
  SECURED:

  The obligations

  covenants and

  liabilities of the

  Company to the

  Chargee under a lease

  dated 21 January 1995

  as varied by a

  supplemental lease



  SHORT

  PARTICULARS: The

  book debts in the sum

  of £160,000 owing by

  Midland Bank Plc to

  the Company

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Yorkshire Cable

  Group Limited

  	
   

  	
  18.05.99

  	
   

  	
  Robert
  Fleming

  Leasing (Number 4)

  Limited

  	
   

  	
  Collateral
  Account

  Security Assignment

  in favour of Robert

  Fleming Leasing

  (Number 4) Limited

  created 18.05.1999



  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company to the

  Chargee under or in

  connection with any of

  the Lease Documents



  SHORT

  PARTICULARS: The

  Assignor assigns and

  agrees to assign the

  Lessor Collateral

  Account and the

  deposit

  	
   

  




 311
 









 


	
  The Yorkshire Cable

  Group Limited

  	
   

  	
  16.03.01

  	
   

  	
  Robert
  Fleming

  Leasing (Number 4)

  Limited

  	
   

  	
  Collateral
  Account

  Security Assignment

  in favour of Robert

  Fleming Leasing

  (Number 4) Limited

  created 16.03.2001



  AMOUNT
  SECURED:

  All monies, debts,

  obligations and

  liabilities due or to

  become due from the

  Company to the

  Chargee
  under or in

  connection with any of

  the Lease Agreements

  to
  which the Company

  is a party



  SHORT

  PARTICULARS: All

  the right, title, benefit

  and interest of the

  Company in the Lessor

  Collateral Account and

  the deposit

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Windsor Television

  Limited

  	
   

  	
  09.07.99

  	
   

  	
  Langley
  Quay

  Investments Limited

  	
   

  	
  Deed
  as to Deposit

  Monies in favour of

  Langley Quay

  Investments Limited

  created 09.07.1999



  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company to the

  Chargee on any

  account



  SHORT

  PARTICULARS:

  £44,000 and, in

  addition, all interest

  and other accruals from

  time to time standing to

  the credit of the

  account opened by the

  Landlord

  	
   

  




 312
 









 


	
  Yorkshire Cable
  Properties

  Limited

  	
   

  	
  24.12.96

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge in favour

  of Barclays Bank PLC

  created 24.12.1996



  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company and/or The

  Yorkshire Cable Group

  Limited to the Chargee

  on any account



  SHORT

  PARTICULARS: F/H

  Property K/A Units 8

  & 9 &10 & adjoining

  land Mayfair Business

  Park, Broad Lane,

  Bradford, West

  Yorkshire T/N:

  WYK510647

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Yorkshire Cable
  Communications Limited

  	
   

  	
  16.06.92

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge in favour

  of Barclays Bank PLC

  created 16.06.1992



  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company to the

  Chargee on any

  account

   

  SHORT

  PARTICULARS:

  Units 8, 9, 10 and

  adjoining land, Mayfair

  Business Park, Sticker

  Lane, Bradford, West

  Yorkshire

  T/N:WYK452168

  	
   

  




 313
 









 


	
  Yorkshire Cable

  Communications Limited

  	
   

  	
  24.12.96

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge in favour

  of Barclays Bank PLC

  created 24.12.1996



  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company to the

  Chargee on any

  account



  SHORT

  PARTICULARS: F/H

  Property K/A Units 4

  & 5 Mayfair Business

  Park, Broad Lane,

  Bradford, West

  Yorkshire

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Yorkshire Cable

  Communications Limited

  	
   

  	
  24.12.96

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge in favour

  of Barclays Bank PLC

  created 24.12.1996



  AMOUNT
  SECURED:

  All monies due or to

  become due from the

  Company to the

  Chargee on any

  account



  SHORT

  PARTICULARS: L/H

  Property K/A Units 8

  & 9 & 10 & adjoining

  land Mayfair Business

  Park, Broad Lane,

  Bradford

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ed Stone Limited

  (Company no. 4170969)

  	
   

  	
  12.12.02

  	
   

  	
  Abbey
  National

  Treasury Services PLC

  	
   

  	
  Charge
  over Cash

  Deposit

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Flextech Satellite

  Investments Limited

  (2710978)

  	
   

  	
  27.08.97

  	
   

  	
  Toronto-Dominion

  Bank

  	
   

  	
  Charge and

  Assignment over

  shares in UK Living

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 314















PART 2 - EXISTING LOANS


NTL


	
   

  	
   

  	
   

  	
   

  	
  Balance in GBP as at

  
	
   

  	
   

  	
   

  	
   

  	
  31 December 2005

  
	
  Company name
  (Creditor)

  	
   

  	
  Balance (Debtor)

  	
   

  	
  (US GAAP)

  
	
  NTL (CWC) Limited

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NTL (South Hertfordshire) Limited

  	
   

  	
  46,201,430

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Virgin
  Media Limited (formerly known as ntl Group Limited)

  	
   

  	
   

  	
   

  	
  315,737

  
	
   

  	
   

  	
  NTL (South Hertfordshire) Limited

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  GBP 46,517,167

  



 


TELEWEST


	
  Company name (Creditor)

  	
   

  	
  Balance (Debtor)

  	
   

  	
  Balance in GBP as at
 31 December 2005

  (US GAAP)

  	
   

  
	
  Flextech
  (1992) Ltd

  	
   

  	
  Actions
  Stations (Lakeside) Limited

  	
   

  	
  5,879,915.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Flextech
  (1992) Limited

  	
   

  	
  Fleximedia
  Limited

  	
   

  	
  64,045.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Flextech
  Media Holdings Limited

  	
   

  	
  Fleximedia
  Limited

  	
   

  	
  28,238.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Virgin
  Media Television Limited (formerly known as Flextech Television Limited)

  	
   

  	
  Flextech
  Home Shopping Limited

  	
   

  	
  18,184,361.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Flextech
  (1992) Limited

  	
   

  	
  Flextech
  Home Shopping Limited

  	
   

  	
  13,400,563.57

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Yorkshire
  Cable Communications Limited

  	
   

  	
  Flextech
  Limited

  	
   

  	
  98,050.36

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Flextech
  Video Games Limited

  	
   

  	
  Flextech
  Limited

  	
   

  	
  2,925,695.10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Flextech
  Communications Limited

  	
   

  	
  Flextech
  Limited

  	
   

  	
  11,169.40

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Flextech
  Rights Limited

  	
   

  	
  Flextech
  Limited

  	
   

  	
  1,872,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IVS
  Cable Holdings Limited

  (Jersey)

  	
   

  	
  Flextech
  Limited

  	
   

  	
  60.00

  	
   

  



 



 315
 









 


	
  Flextech
  IVS Limited

  	
   

  	
  Flextech
  Limited

  	
   

  	
  2,823,729.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telewest
  Communications Networks Limited

  	
   

  	
  Virgin
  Media Inc. (formerly known as

  Telewest Global Inc.)

  	
   

  	
  6,873,505.17

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Yorkshire
  Cable Communications Limited

  	
   

  	
  Smashedatom
  Limited

  	
   

  	
  50.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Virgin
  Media Television Limited (formerly known as Flextech Television Limited)

  	
   

  	
  Smashedatom
  Limited

  	
   

  	
  40.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Yorkshire
  Cable Communications Limited

  	
   

  	
  Telewest
  Communications Holdco Limited

  	
   

  	
  1,545,208.21

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Virgin
  Media Television Limited (formerly known as Flextech Television Limited)

  	
   

  	
  Telewest
  Communications Holdco Limited

  	
   

  	
  1,535,057.65

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Yorkshire
  Cable Communications Limited

  	
   

  	
  Telewest
  UK Limited

  	
   

  	
  2,108,120.75

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  GBP 57,349,808.21

  	
   

  



 



 316
 









PART 3 - EXISTING FINANCIAL INDEBTEDNESS


NTL


1.             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.



 317
 









TELEWEST


	
  Closing balance in GBP

  	
   

  	
  31 December

  2005

  (US GAAP)

  	
   

  
	
  Existing Financial
  Indebtedness:

  	
   

  	
   

  	
   

  
	
  Property mortgages

  	
   

  	
   

  	
   

  
	
  Yorkshire Cable
  Communications Ltd Treasury Loan with Barclays Bank

  	
   

  	
  445,500

  	
   

  
	
  Sheffield Cable
  Communications Ltd Treasury Loan with Barclays Bank

  	
   

  	
  875,911

  	
   

  
	
  Sheffield Cable
  Communications Ltd Treasury Loan with Barclays Bank

  	
   

  	
  2,717,679

  	
   

  
	
  Yorkshire Cable
  Communications Ltd Commercial Mortgage with Barclays Bank

  	
   

  	
  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

  	
   

  



 



 318
 









PART 4 - EXISTING PERFORMANCE BONDS


NTL EXISTING PERFORMANCE BONDS


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Start

  	
   

  	
  Expiry

  	
   

  	
  Cash

  
	
  Company Name

  	
   

  	
  Surety

  	
   

  	
  Value - GBP

  	
   

  	
  Date

  	
   

  	
  Date

  	
   

  	
  Cover

  
	
  NTL Glasgow

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  214,750.00

  	
   

  	
  13/08/1997

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Glasgow

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  146,671.00

  	
   

  	
  13/08/1997

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Glasgow

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  113,000.00

  	
   

  	
  13/08/1997

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Glasgow

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  124,424.00

  	
   

  	
  13/08/1997

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Glasgow

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  146,778.00

  	
   

  	
  13/08/1997

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cabletel Herts & Beds Ltd

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  165,000.00

  	
   

  	
  13/08/1997

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cabletel Herts & Beds Ltd

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  151,054.00

  	
   

  	
  13/08/1997

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cabletel Herts & Beds Ltd

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  160,710.00

  	
   

  	
  13/08/1997

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cabletel Herts & Beds Ltd

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  183,922.00

  	
   

  	
  13/08/1997

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cabletel Northern Ireland Ltd

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  239,963.00

  	
   

  	
  13/08/1997

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Wales Ltd.

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  179,737.00

  	
   

  	
  13/08/1997

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Wales Ltd.

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  136,500.00

  	
   

  	
  13/08/1997

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Wales Ltd.

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  183,500.00

  	
   

  	
  13/08/1997

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Wales Ltd.

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  142,917.00

  	
   

  	
  13/08/1997

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cabletel Surrey & Hampshire

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  190,000.00

  	
   

  	
  13/08/1997

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL (Southampton & Eastleigh) Ltd.

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  100,000.00

  	
   

  	
   

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South London Ltd

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  83,000.00

  	
   

  	
   

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South London Ltd

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  83,000.00

  	
   

  	
   

  	
   

  	
  Open Ended

  	
   

  	
  Y

  



 



 319
 









 


	
  NTL South London Ltd

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  62,000.00

  	
   

  	
   

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South London Ltd

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  117,400.00

  	
   

  	
   

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South London Ltd

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  112,000.00

  	
   

  	
   

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL (West London) Ltd

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  49,333.00

  	
   

  	
   

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Central Ltd

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  100,000.00

  	
   

  	
  20/03/1992

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Central Ltd

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  100,000.00

  	
   

  	
  20/03/1992

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Central Ltd

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  1,000,000.00

  	
   

  	
  20/10/1997

  	
   

  	
  Open Ended

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Central Ltd

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  3,525,000.00

  	
   

  	
  28/01/1997

  	
   

  	
  Open Ended

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Group Ltd

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  2,124,500.00

  	
   

  	
  01/04/2005

  	
   

  	
  31/03/2006

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL National Networks Ltd.

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  187,500.00

  	
   

  	
  01/04/2005

  	
   

  	
  31/03/2006

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Group Ltd

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  5,136,774.00

  	
   

  	
  29/09/2005

  	
   

  	
  29/09/2009

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Group Ltd

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  1,078,064.00

  	
   

  	
  29/09/2005

  	
   

  	
  29/09/2009

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Group Ltd

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  2,079,070.00

  	
   

  	
  29/09/2005

  	
   

  	
  29/09/2009

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Group Ltd

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  1,500,000.00

  	
   

  	
  29/09/2005

  	
   

  	
  29/09/2009

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cabletel Northern Ireland Ltd

  	
   

  	
  First Trust

  	
   

  	
  £

  	
  20,000.00

  	
   

  	
  04/09/1996

  	
   

  	
  Open Ended

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  £

  	
  19,936,567.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


TELEWEST EXISTING PERFORMANCE BONDS 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Start

  	
   

  	
  Expiry

  	
   

  	
  Cash

  
	
  Company Name

  	
   

  	
  Surety

  	
   

  	
  Value — GBP

  	
   

  	
  Date

  	
   

  	
  Date

  	
   

  	
  Cover

  
	
  Eurobell (Sussex) Ltd

  	
   

  	
  Lloyds

  	
   

  	
  £

  	
  157,933.48

  	
   

  	
  Unknown

  	
   

  	
   

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eurobell (South West) Ltd

  	
   

  	
  Lloyds

  	
   

  	
  £

  	
  209,254.64

  	
   

  	
  Unknown

  	
   

  	
   

  	
   

  	
  Y

  



 



 320
 









 


	
  Eurobell (West Kent) Ltd

  	
   

  	
  Lloyds

  	
   

  	
  £

  	
  156,327.73

  	
   

  	
  Unknown

  	
   

  	
   

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Birmingham Cable Ltd

  	
   

  	
  RBS

  	
   

  	
  £

  	
  75,000.00

  	
   

  	
  30/11/2000

  	
   

  	
   

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telewest Communications Group Ltd

  	
   

  	
  Barclays

  	
   

  	
  £

  	
  35,000.00

  	
   

  	
  05/07/2002

  	
   

  	
  01/07/2005

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telewest Ltd

  	
   

  	
  Barclays

  	
   

  	
  £

  	
  1,500,000.00

  	
   

  	
  01/06/2002

  	
   

  	
  25/07/2006

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telewest Communications Group Ltd

  	
   

  	
  Barclays

  	
   

  	
  £

  	
  20,000.00

  	
   

  	
  13/11/2000

  	
   

  	
  Open
  Ended

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telewest Communications Networks Ltd

  	
   

  	
  Barclays

  	
   

  	
  £

  	
  250,000.00

  	
   

  	
  31/08/2001

  	
   

  	
  30/09/2005

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telewest Communications Networks Ltd

  	
   

  	
  Barclays

  	
   

  	
  £

  	
  700,000.00

  	
   

  	
  29/09/2004

  	
   

  	
  Open
  Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telewest Communications Group Ltd

  	
   

  	
  Barclays

  	
   

  	
  £

  	
  1,459,750.09

  	
   

  	
  04/08/2005

  	
   

  	
  04/08/2008

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sit-up Ltd

  	
   

  	
  RBS

  	
   

  	
  £

  	
  823,000.00

  	
   

  	
  01/08/2005

  	
   

  	
  Various

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  £

  	
  ,586,265.94

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 321















PART 5 - EXISTING UKTV GROUP LOAN STOCK


TELEWEST/FLEXTECH


1.                                       The 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.



 322
 









PART 6 - EXISTING HEDGING AGREEMENTS


NTL


	
  Existing Hedge

  Counterparty/Contact Details

  	
   

  	
  Existing Hedge Agreements

  
	
  BNP Paribas,

  10Harewood Avenue

  London

  NW1 6AA

  

  Tel:         +44(0)20 7595 2000

  

  Fax:        +44(0)20 7595 2555

  

  Attention: Jeffrey Krogh

  	
   

  	
  ·    ISDA
  Master Agreement dated 15 September 2004 made between BNP Paribas and Virgin
  Media Investment Holdings Limited (formerly known as NTL Investment Holdings
  Limited).



  ·    Confirmation
  with trade date 3rd August 2004 relating to a cross currency coupon swap, USD
  to GBP with a notional amount of $100 million.



  ·    Confirmation
  with trade date 3rd August 2004 relating to a cross currency coupon swap,
  EURO to GBP with a notional amount of €151 million.



  ·    Confirmation
  with trade date 5th August 2004 relating to a USD forward with a notional
  amount of $100 million for delivery on 14th April 2009.



  ·    Confirmation
  with trade date 5th August 2004 relating to a EURO forward with a notional
  amount of €151 million for delivery on 14th April 2009.

   

  
	
  Deutsche Bank

  Global Markets

  1 Great Winchester Street London

  EC2N 2DB



  Tel:        +44(0)20
  7545 9384

  

  Fax:        +44(0)20 7545 9742



  Attention:   Andrej Machacek

  	
   

  	
  ·    ISDA
  Master Agreement dated 13 April 2004 made between Deutsche Bank AG, London
  and NTL.



  ·    Confirmation
  with trade date 3rd August 2004 relating to a cross currency coupon swap, USD
  to GBP with a notional amount of $100 million.



  ·    Confirmation
  with trade date 8th April 2004 relating to a cross currency interest rate
  swap, USD to GBP with a notional amount of $125 million.



  ·    Confirmation
  with trade date 27th May 2004 relating to a USD forward with a notional
  amount of $31.25 million for delivery on 15th April 2009.



  ·    Confirmation
  with trade date 16th April 2004 relating to a USD forward with a notional
  amount of $62.5 million for delivery on 15th April 2009.



  ·    Confirmation
  with trade date 24th August 2004 relating to a USD forward with a notional
  amount of $31.25 million for delivery on 15th April 2009.



  ·    Confirmation
  with trade date 25th August 2004 relating to a USD forward with a notional
  amount of $100 million for delivery on 14th April 2009.

  



 



 323
 









 


	
  Existing Hedge

  Counterparty/Contact Details

  	
   

  	
  Existing Hedge Agreements

  
	
  Barclays Bank PLC

  Barclays Capital

  5 The North Colonnade

  London E14 4BB

  

  Tel:        +44(0)20 7773 6461

  

  Fax:        +44(0)20 7773 6810

  

  Attention:   Andrew Brown:

  	
   

  	
  ·    ISDA
  Master Agreement dated 13 April 2004 made between Barclays Bank PLC and NTL.



  ·    Confirmation
  with trade date 3rd August 2004 relating to a cross currency coupon swap, USD
  to GBP with a notional amount of $144,196,556.22.



  ·    Confirmation
  with trade date 8th April 2004 relating to a cross currency coupon swap, USD
  to GBP with a notional amount of $300 million.



  ·    Confirmation
  with trade date 3rd September 2004 relating to a USD forward with a notional
  amount of $144,196,556.22 for delivery on 14th April 2009.



  ·    Confirmation
  with trade date 16th April 2004 relating to a USD forward with a notional
  amount of $150 million for delivery on 15th April 2009.



  ·    Confirmation
  with trade date 27th May 2004 relating to a USD forward with a notional
  amount of $75 million for delivery on 15th April 2009.



  ·    Confirmation
  with trade date 24th August 2004 relating to a USD forward with a notional
  amount of $75 million for delivery on 15th April 2009.

   

  
	
  HSBC Bank PLC

  Level 22

  8 Canada Square

  London E14 5HQ

  

  Tel:        +44 (0)20 7991 8888

  

  Fax:        +44 (0)20 7991 4810

  

  Attention:   SWAPS Administration

  	
   

  	
  ·    ISDA
  Master Agreement dated 30th December 2004 made between HSBC Bank PLC and NTL.



  ·    Confirmation
  with trade date 27th April 2004 relating to a fixed for floating rate swap
  with a notional amount of £600 million.



  ·    Confirmation
  with trade date 27th April 2004 relating to a fixed for floating rate swap
  with a notional amount of £600 million.



  ·    Confirmation
  with trade date 7th October 2004 relating to a fixed for floating rate swap
  with a notional amount of £50 million.

  



 



 324
 









TELEWEST


	
  Existing Hedge

  Counterparty/Contact Details

  	
   

  	
  Existing Hedge Agreements

  
	
  JPMorgan Chase Bank

  125 London Wall

  London EC2Y 5AJ

  

  Tel:        +44(0)207 777 3250

  

  Fax:        +44(0)207 777 3459

  

  Attention:   Mike Wharrad

   

  	
   

  	
  ·    ISDA
  Master Agreement dated 15 July 2004 made between JP Morgan Chase Bank and
  TCN.



  ·    Confirmation
  with trade date 20 July 2004 relating to a fixed for floating rate swap with
  a notional amount of £256 million.

  
	
  Calyon

  Broadwalk House

  5 Appold Street

  London EC2A 2DA

  

  Tel:        +44(0)20 7214 7009

  

  Fax:        +44(0)20 7214 7159

  

  Attention:   Steve Tubb

   

  	
   

  	
  ·    ISDA
  Master Agreement dated 15 July 2004 made between Calyon and TCN



  ·    Confirmation
  with trade date 21 July 2004 relating to a fixed for floating rate swap with
  a notional amount of £322 million.



  ·    Confirmation
  with trade date 10 Jan 2005 relating to a floating for floating cross
  currency swap with a notional amount of €43.3 million

  
	
  The Royal Bank of Scotland plc

  Corporate Restructuring Unit

  Specialised Lending Services

  10th Floor

  280 Bishopsgate

  London EC2M 4RB

  

  Tel:        +44 (0)20 7672 0269

                 +44
  (0)20 7672 1827

  

  Fax:        +44 (0)20 7672 0324

  

  Attention:   Neil Wright / Mike Birch

   

  	
   

  	
  ·    ISDA
  Master Agreement dated 15 July 2004 made between The Royal Bank of Scotland
  plc and TCN.



  ·    Confirmation
  with trade date 19 July 2004 relating to a fixed for floating rate swap with
  a notional amount of £355 million.

  
	
  The Bank of New York

  One Canada Square

  CanaryWharf

  London E14 5AL

  

  Tel:        +44(0)20 7964 6533

  

  Fax:        +44(0)20 7964 6193

  

  Attention:   Jason Garwood

  	
   

  	
  ·    ISDA
  Master Agreement dated 15 July 2004 made between The Bank of New York and
  TCN.



  ·    Confirmation
  with trade date 19 July 2004 relating to a fixed for floating rate swap with
  a notional amount of £66 million.

  



 



 325
 









 


	
  Existing Hedge

  Counterparty/Contact Details

  	
   

  	
  Existing Hedge Agreements

  
	
  HSBC Bank plc

  Level 22 8 Canada Square

  London E14 5HQ

  

  Tel:        +44 (0)20 7991 8888

  

  Fax:        +44 (0)20 7991 4810 

  

  Attention:   Operations, Global Markets

   

  	
   

  	
  ·    ISDA
  Master Agreement dated March 14, 2005 made between HSBC Bank plc and TCN.



  ·    Confirmation
  with trade date 17 May 2005 relating to a fixed for floating rate swap with a
  notional amount of £1,000 million.



  ·    Confirmation
  with trade date 10 Jan 2005 relating to a floating for floating cross
  currency swap with a notional amount of €56.7 million

   

  
	
  Barclays Bank

  PLC Murray Bouse

  1 Royal Mint Court

  London EC3N 4HH

  

  Tel:        +44 (0)20 7696 2700

  

  Fax:        +44 (0)20 7696 3228 

  

  Attention:   Operations BZW Debt

  Capital Markets

  	
   

  	
  ·    ISDA
  Master Agreement dated January 10, 2005 made between Barclays Bank PLC and
  TCN.



  ·    ISDA
  Master Agreement dated May 12, 2005 made between Barclays Bank PLC and
  Flextech Broadband Ltd.



  ·    Confirmation
  with trade date 12 May 2005 relating to a fixed for floating rate swap with a
  notional amount of £66 million.



  ·    Confirmation
  with trade date 10 Jan 2005 relating to a floating for floating cross
  currency swap with a notional amount of $55 million

   

  
	
  ABN Amro Bank NV

  199 Bishopsgate

  London, EC2M 3XW

  

  Tel:        +44 (0)20 7678 8000

  

  Fax:        +44 (0)20 7857 9428

  

  Attention:   OTC Derivative Operations

   

  	
   

  	
  ·    ISDA
  Master Agreement dated January 10, 2005 made between ABN Amro Bank NV and
  TCN.



  ·    Confirmation
  with trade date 10 Jan 2005 relating to a floating for floating cross
  currency swap with a notional amount of $20 million

   

  
	
  Fortis Bank SA NV
  Montagne du Parc, 3

  B-1000 Brussels

  

  Tel:        +32 (0)2 565 62 75

  

  Fax:        +32 (0)2 565 48 07

  

  Attention:   Financial Markets

   

  	
   

  	
  ·    ISDA
  Master Agreement dated January 10, 2005 made between Fortis Bank SA NV Bank
  NV and TCN.



  ·    Confirmation
  with trade date 10 Jan 2005 relating to a floating for floating cross
  currency swap with a notional amount of $45 million

   

  
	
  Societe Generale

  Tour Societe Generale

  17 Cours Valmy

  92972 Paris La Defense Ced 

  	
   

  	
  ·    ISDA
  Master Agreement dated January 10, 2005 made between Societe Generale and
  TCN.



  ·    Confirmation
  with trade date 10 Jan 2005 relating to a floating for 

  
	
  Tel:        +33
  (0)1 421 370 51

  

  Fax:        +33 (0) 1 469 246 74



  Attention:   Vanilla
  Derivative & 

  Credit
  Derivative Products

  	
   

  	
  floating cross currency
  swap with a notional amount of $30 million

  



 



 326
 









PART 7 - EXISTING VENDOR
FINANCING ARRANGEMENTS


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LESSOR

  	
   

  	
  Type of Vendor

  	
   

  	
  Closing Balance in

  
	
   

  	
   

  	
   

  	
   

  	
  GBP

  
	
   

  	
   

  	
  Financing

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  31 December 2005

  
	
   

  	
   

  	
   

  	
   

  	
  (US GAAP)

  
	
  Capital Bank

  	
   

  	
  Vehicles

  	
   

  	
  324,624

  
	
  Cisco

  	
   

  	
  IT

  	
   

  	
  15,553,594

  
	
  ECS

  	
   

  	
  IT

  	
   

  	
  9,327,221

  
	
  GE Capital

  	
   

  	
  Reprographics

  	
   

  	
  560,194

  
	
  HBOS - Bank of Scotland

  	
   

  	
  Switch

  	
   

  	
  885,715

  
	
  HSBC

  	
   

  	
  Switch

  	
   

  	
  1,510,844

  
	
  HSBC

  	
   

  	
  Vehicles

  	
   

  	
  977,388

  
	
  IBM

  	
   

  	
  IT

  	
   

  	
  2,461,990

  
	
  Ing Car Lease

  	
   

  	
  Vehicles

  	
   

  	
  349,723

  
	
  Lombard

  	
   

  	
  Vehicles

  	
   

  	
  26,984

  
	
  Marshall

  	
   

  	
  Vehicles

  	
   

  	
  2,308

  
	
  RB Canada

  	
   

  	
  Switch

  	
   

  	
  20,914,599

  
	
  RBS

  	
   

  	
  Switch

  	
   

  	
  21,613,242

  
	
  SES Astra

  	
   

  	
  Transponder

  	
   

  	
  16,616,051

  
	
  UDT

  	
   

  	
  Vehicles

  	
   

  	
  6,145,117

  
	
  Total

  	
   

  	
   

  	
   

  	
  97,269,591

  



 



 327
 









 


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:                 ]



 328
 









5.                                      This L/C Bank
Accession Certificate shall be governed by English law.


For
and on behalf of

[Name of L/C Bank]


 



 329















SCHEDULE 12


FORM OF DOCUMENTARY CREDIT


[L/C Bank’s Letterhead]


To:                              [Beneficiary]

(the “Beneficiary”)


Non-transferable Irrevocable Documentary Credit No. [·]


At the request of [insert name of Borrower], [L/C Bank]
(the “L/C Bank”) issues 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)






(16) This may need to be amended depending on the
currency of payment under the Documentary Credit.


“Demand” means a demand for payment under this Documentary
Credit in the form of the schedule to this Documentary Credit.


“Expiry Date” means [·].


“Total L/C Amount” means [·].


2.                                      L/C Bank’s Agreement


(a)                                  The Beneficiary
may request a drawing or drawings under this Documentary Credit by giving to
the L/C Bank a duly completed Demand.  A
Demand must be received by the L/C Bank on or before [·] p.m. ([London]
time) on the Expiry Date.


(b)                                  Subject to the
terms of this Documentary Credit, the L/C Bank unconditionally and irrevocably
undertakes to the Beneficiary that, within [10] Business Days of receipt by it of a
Demand, it will pay to the Beneficiary the amount demanded in that Demand.


(c)                                  The L/C Bank
will not be obliged to make a payment under this Documentary Credit if as a
result the aggregate of all payments made by it under this Documentary Credit
would exceed the Total L/C Amount.


3.                                      Expiry


(a)                                  The L/C Bank
will be released from its obligations under this Documentary Credit on the date
(if any) notified by the Beneficiary to the L/C Bank as the date upon which the
obligations of the L/C Bank under this Documentary Credit are released.


(b)                                  Unless
previously released under paragraph (a) above, at [·] p.m. ([London]
time) on the Expiry Date the obligations of the L/C Bank under this Documentary
Credit will 



 330
 









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:



 331
 









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]



 332
 









SCHEDULE 13


PRO
FORMA BANK GROUP FINANCIAL STATEMENTS


Bank Group Estimated Consolidated Balance Sheet


	
  £ millions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unaudited

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Proforma

  	
   

  	
  Ultimate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Parent at end

  	
   

  	
  Excluded

  	
   

  	
  Consolidation

  	
   

  	
  Proforma

  	
   

  
	
   

  	
   

  	
  of period (1)

  	
   

  	
  Group

  	
   

  	
  adjustment

  	
   

  	
  Bank Group

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash and Cash equivalents

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Restricted Cash

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Marketable securities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounts receivable - trade less allowance for
  doubtful accounts

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prepaid expense and other assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other current assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total current assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fixed Assets,
  net

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reorganisation
  value in excess of amounts allocable to identifiable assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Customer Lists
  Net

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Intangible
  assets, net

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Investments in
  and loans to affiliates, net

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other assets net
  of accumulated amortisation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Liabilities
  and shareholders’ equity (deficit)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current
  liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounts payable

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accrued expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest payable

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deferred revenue

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other current liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current portion of long term debt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total current liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Long term debt
  net of current portion

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other long term
  liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deferred income
  taxes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commitments and
  contingent liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shareholders’
  equity (deficit)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Series preferred stock

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Common Stock

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional paid in capital

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Treasury/Stock

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unearned stock-based compensation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accumulated other comprehensive income (loss)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accumulated (deficit)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total shareholders’ equity (deficit)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total liabilities and
  shareholders’ equity (deficit)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







(1)             From
financial statements delivered under clause 22.1(a) of this Agreement



 333
 









Bank Group Estimated Consolidated Statement
Of Operations


	
  £ millions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unaudited

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Proforma

  	
   

  	
   

  	
   

  	
  Pre-

  	
   

  	
  Pre-

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  acquisition

  	
   

  	
  acquisition

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Merger

  	
   

  	
  results

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ultimate

  	
   

  	
  results of

  	
   

  	
  Virgin

  	
   

  	
  Excluded

  	
   

  	
  Consolidation

  	
   

  	
  Proforma

  	
   

  
	
   

  	
   

  	
  Parent(1)

  	
   

  	
  TCN(2)

  	
   

  	
  Mobile(3)

  	
   

  	
  Group

  	
   

  	
  adjustment

  	
   

  	
  Bank Group

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revenue

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Costs
  and expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating costs (excluding depreciation)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Selling, general and administrative expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other charges

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Depreciation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Amortisation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating
  (loss)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  income (expense)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest income and other, net

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest expense

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Loss on extinguishment of debt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Share of (losses) from equity investments

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other gains (losses)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Foreign currency transaction gains (losses)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Loss)
  before income taxes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Income tax
  (expense) benefit

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net (loss)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







(1) From 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



 334
 









Bank Group Estimated Consolidated Statement of
Cashflows


	
  £ millions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unaudited

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Proforma

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Pre

  	
   

  	
  Pre-

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  acquisition

  	
   

  	
  acquisition

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Merger

  	
   

  	
  results

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Proforma

  	
   

  
	
   

  	
   

  	
  Ultimate

  	
   

  	
  results of

  	
   

  	
  Virgin

  	
   

  	
  Excluded

  	
   

  	
  Consolidation

  	
   

  	
  Bank

  	
   

  
	
   

  	
   

  	
  Parent(1)

  	
   

  	
  TCN(2)

  	
   

  	
  Mobile(3)

  	
   

  	
  Group

  	
   

  	
  adjustment

  	
   

  	
  Group

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







(1) From 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.


 



 335















SCHEDULE 14


PRO FORMA BUDGET INFORMATION


 


BUDGET


UK Bank Group


(£ in millions)


 


	
   

  	
   

  	
   

  	
   

  	
  2007

  	
   

  	
   

  	
   

  	
  2008

  	
   

  
	
  INCOME STATEMENT

  	
   

  	
  Note Ref

  	
   

  	
  Q1

  	
   

  	
  Q2

  	
   

  	
  Q3

  	
   

  	
  Q4

  	
   

  	
  2005

  	
   

  	
  Q1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revenue

  	
   

  	
  b

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
  COGS

  	
   

  	
  b

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Gross Margin

  	
   

  	
   

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Margin %

  	
   

  	
   

  	
   

  	
  0.0

  	
  %

  	
  0.0

  	
  %

  	
  0.0

  	
  %

  	
  0.0

  	
  %

  	
  0.0

  	
  %

  	
  0.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SG&A

  	
   

  	
  b

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Segment Profit

  	
   

  	
  b

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other Charges

  	
   

  	
  b

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Depreciation and
  Amortisation

  	
   

  	
  c

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EBIT

  	
   

  	
   

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  



 



 336
 









 


	
   

  	
   

  	
   

  	
   

  	
  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

  	
   

  	
   

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  



 



 337
 









 


	
   

  	
   

  	
   

  	
   

  	
  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:

  



 



 338
 









 


	
  

  
	
  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

  
	
   

  



 



 339