COMPLIANCE CERTIFICATE MOST RECENTLY DELIVERED
PURSUANT TO CLAUSE 21.4 (COMPLIANCE CERTIFICATES) AND THE QUARTERLY FINANCIAL
INFORMATION DELIVERED PURSUANT TO CLAUSE 21.1 (FINANCIAL STATEMENTS) FOR EACH
FINANCIAL QUARTER IN THE SEMI-ANNUAL PERIOD ENDING ON THE QUARTER DATE TO WHICH
SUCH COMPLIANCE CERTIFICATE RELATES DEMONSTRATE THAT THE RATIO OF CONSOLIDATED
TOTAL DEBT AS AT SUCH QUARTER DATE TO CONSOLIDATED ANNUALISED TCN GROUP NET
OPERATING CASH FLOW FOR THE SEMI-ANNUAL PERIOD ENDING ON SUCH QUARTER DATE IS
3.5 TO 1.0 OR LESS BUT IS MORE THAN 3.0 TO 1.0,
shall be contributed to a member of the TCN Group in accordance with Clause
23.16 (Contributions to the TCN Group) and applied in or towards repayment of
Outstandings in accordance with Clause 10.3 (Application of Repayments) in each
case at the end of Interest Periods next ending on or after the 10th Business
Day following the date of receipt of such Net Proceeds by the relevant
issuer.
(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 10.1 (VOLUNTARY PREPAYMENT) USING
THE PROCEEDS OF ANY TELEWEST GLOBAL DEBT (THE "VOLUNTARY PREPAYMENT AMOUNT")
AND, IN THE CASE OF THE REVOLVING FACILITY OUTSTANDINGS, THE AGGREGATE REVOLVING
FACILITY COMMITMENTS
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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 TELEWEST GLOBAL DEBT SO USED;
(II)
TO THE EXTENT SUCH EQUITY PROCEEDS ARE CONTRIBUTED TO OR INVESTED
IN THE TCN GROUP IN ACCORDANCE WITH CLAUSE 23.16 (CONTRIBUTIONS TO THE TCN
GROUP) AND, IMMEDIATELY UPON SUCH CONTRIBUTION, ARE DEPOSITED INTO A BLOCKED
ACCOUNT TO THE EXTENT CONTEMPLATED BY CLAUSE 11.3 (BLOCKED ACCOUNTS) AND APPLIED
WITHIN 180 DAYS THEREAFTER TOWARDS THE PURCHASE PRICE OF ANY ACQUISITION OR
INVESTMENT PERMITTED BY CLAUSE 24.13 (ACQUISITIONS AND INVESTMENTS) OR WITHIN 12
MONTHS THEREAFTER TOWARDS ANY CAPITAL EXPENDITURES NOT PROHIBITED BY THE
PROVISIONS OF CLAUSE 22.2 (PERMITTED CAPITAL EXPENDITURE) OR TOWARDS AMOUNTS
RELATING TO VIDEO ON DEMAND AS SET OUT IN PARAGRAPH (A)(IV) OF THE DEFINITION OF
CONSOLIDATED TCN GROUP CASH FLOW;
(III)
TO THE EXTENT SUCH EQUITY PROCEEDS ARE APPLIED TOWARDS
CONSIDERATION PAYABLE IN CONNECTION WITH, AND ANY REASONABLE FEES, COMMISSIONS,
EXPENSES OR OTHER SIMILAR CHARGES INCURRED BY THE GROUP IN RELATION TO, A MERGER
EVENT;
(IV)
ARISING FROM THE EXERCISE OF STOCK OPTIONS OR ANY OTHER ISSUANCE
OF SIMILAR SECURITIES TO DIRECTORS, OFFICERS, EMPLOYEES OR CONSULTANTS OF ANY
MEMBER OF THE GROUP;
(V)
TO THE EXTENT SUCH EQUITY PROCEEDS ARE APPLIED TOWARDS ANY
REFINANCING OF TARGET GROUP ACQUISITION INDEBTEDNESS, TARGET GROUP ACQUISITION
REFINANCING INDEBTEDNESS, TARGET GROUP FINANCIAL INDEBTEDNESS, TARGET GROUP
REFINANCING INDEBTEDNESS OR POST MERGER TARGET GROUP REFINANCING; AND
(VI)
TO THE EXTENT RAISED BY ANY MEMBER OF THE GROUP WHICH IS A JOINT
VENTURE BUT WHICH IS NOT A MEMBER OF THE TCN GROUP AND APPLIED FOR ITS OWN
PURPOSES.
(C)
TCN'S OBLIGATIONS UNDER CLAUSE 11.6(A) ABOVE SHALL NOT APPLY IN
RESPECT OF