A FLOATING RATE OF INTEREST,
UNLESS THE BORROWER OTHERWISE CONSENTS) BASED ON THEN PREVAILING MARKET
CONDITIONS AS DETERMINED BY THE BOOKRUNNERS; PROVIDED, HOWEVER, THAT, WITHOUT
THE BORROWER'S CONSENT, THE TOTAL INTEREST RATE PER ANNUM PAYABLE ON SUCH DEMAND
SECURITIES SHALL NOT EXCEED 12.5% IN RESPECT OF DEMAND SECURITIES DENOMINATED IN
STERLING AND 11.5% IN RESPECT OF DEMAND SECURITIES DENOMINATED IN EURO OR
DOLLARS;
(IV)
NO MORE THAN £200,000,000 OF THE DEMAND
SECURITIES SHALL BE DENOMINATED IN STERLING, UNLESS THE BOOKRUNNERS DECIDE
OTHERWISE; AND
99
(V)
ALL OTHER ARRANGEMENTS WITH RESPECT TO
SUCH DEMAND SECURITIES SHALL BE REASONABLY SATISFACTORY IN ALL RESPECTS TO THE
BOOKRUNNERS IN LIGHT OF THEN PREVAILING MARKET CONDITIONS AND THE FINANCIAL
CONDITION AND PROSPECTS OF THE GROUP AT THE DATE OF SALE OF THE DEMAND
SECURITIES.
(B)
FOLLOWING THE ISSUANCE OF A SECURITIES
NOTICE, THE BORROWER WILL ASSIST THE BOOKRUNNERS IN CONNECTION WITH CUSTOMARY
MARKETING EFFORTS FOR THE SALE OF ANY SUCH DEMAND SECURITIES, INCLUDING BY
TAKING THE ACTIONS SET FORTH IN PARAGRAPH (B) OF CLAUSE 19.22 (NTL HIGH YIELD
NOTES) (WITH REFERENCES THEREIN TO "NTL HIGH YIELD NOTES" BEING DEEMED TO BE
REFERENCES TO "DEMAND SECURITIES").
19.24
EXTENDED TERM LOAN DOCUMENTS.
(A)
THE BORROWER AND THE FACILITY AGENT (BOTH
ACTING REASONABLY) SHALL, AS PROMPTLY AS PRACTICABLE FOLLOWING THE DATE THAT IS
9 MONTHS FOLLOWING THE UTILISATION DATE AND IN ANY EVENT PRIOR TO THE INITIAL
MATURITY DATE, AGREE THE FORM OF A CREDIT AGREEMENT TO GOVERN THE EXTENDED TERM
LOANS (THE "EXTENDED TERM LOAN CREDIT AGREEMENT") HAVING TERMS AND CONDITIONS
CONSISTENT WITH THE SUMMARY TERMS AND CONDITIONS OF EXTENDED TERM LOANS.
(B)
EACH OBLIGOR, EACH LENDER, THE FACILITY
AGENT AND THE SECURITY TRUSTEE SHALL, AS PROMPTLY AS PRACTICABLE (FOLLOWING THE
AGREEMENT UPON THE FORM THEREOF PURSUANT TO PARAGRAPH (A) OF THIS CLAUSE 19.24)
AFTER BEING REQUESTED TO DO SO BY THE FACILITY AGENT OR THE BORROWER (THROUGH
THE FACILITY AGENT) AND IN ANY EVENT PRIOR TO THE INITIAL MATURITY DATE, ENTER
INTO THE EXTENDED TERM LOAN CREDIT AGREEMENT.
THE BORROWER SHALL CAUSE COUNSEL
TO THE OBLIGORS TO DELIVER TO THE FACILITY AGENT ON THE DATE OF ENTRY INTO THE
EXTENDED TERM LOAN CREDIT AGREEMENT AN EXECUTED LEGAL OPINION WITH RESPECT TO
MATTERS OF NEW YORK LAW IN FORM AND SUBSTANCE CUSTOMARY FOR A TRANSACTION OF
THIS TYPE AND SATISFACTORY TO THE FACILITY AGENT, ACTING REASONABLY (INCLUDING,
WITHOUT LIMITATION, WITH RESPECT TO DUE AUTHORIZATION, EXECUTION AND DELIVERY,
VALIDITY AND ENFORCEABILITY OF THE EXTENDED TERM LOAN CREDIT AGREEMENT).
(C)
THE BORROWER SHALL, AT THE REQUEST OF THE
SECURITY TRUSTEE, ENTER INTO SUCH AMENDMENTS TO THE SECURITY DOCUMENTS AS ARE
REASONABLY NECESSARY TO ENABLE THE EXTENDED TERM LOANS TO BE SECURED THEREBY
(AND THE FINANCE PARTIES TO RETAIN THE BENEFITS THEREOF) TO THE SAME EXTENT AS
CONTEMPLATED IN THE SECURITY DOCUMENTS AND THE SUMMARY TERMS AND CONDITIONS OF
EXTENDED TERM LOANS.
(D)
IF AN EXTENDED TERM LOAN CREDIT AGREEMENT
IS NOT ENTERED INTO BY THE INITIAL MATURITY DATE, SUCH CIRCUMSTANCE (IF NOT
ATTRIBUTABLE TO THE FAILURE BY THE