INFORMATION THAT IS REASONABLY REQUIRED TO MARKET THE NTL HIGH YIELD NOTES) AND,
IN CONNECTION WITH ANY RESALE PROSPECTUS, WHICH WILL SPECIFY WHETHER ANY HOLDERS
OF NTL HIGH YIELD NOTES ARE SELLING NTL HIGH YIELD NOTES PURSUANT TO SUCH
OFFERING MEMORANDUM;
(II)
SATISFY (TO THE EXTENT APPLICABLE) CUSTOMARY
CLOSING CONDITIONS AND OTHER REQUIREMENTS FOR SUCH BOND OFFERINGS, INCLUDING
DELIVERY OF LEGAL OPINIONS AND AUDITORS' COMFORT LETTERS;
98
(III)
PREPARE, PARTICIPATE IN AND COMPLETE THE
APPROPRIATE RATINGS AGENCY PRESENTATIONS;
(IV)
TO THE EXTENT REASONABLY REQUESTED BY THE
MANDATED LEAD ARRANGERS, LIST THE NTL HIGH YIELD NOTES ON AN STOCK EXCHANGE
CHOSEN BY THE BORROWER AND ACCEPTABLE TO THE MANDATED LEAD ARRANGERS;
(V)
PREPARE, PARTICIPATE IN AND COMPLETE A
"ROAD SHOW" AND MEETINGS WITH RESEARCH ANALYSTS; AND
(VI)
ENTER INTO AN UNDERWRITING AGREEMENT WITH
RESPECT TO THE NTL HIGH YIELD NOTES ON TERMS NOT LESS FAVORABLE TO THE BORROWER
THAN THE EQUIVALENT PROVISIONS IN THE PARENT'S MOST RECENT UNDERWRITING
AGREEMENT.
19.23
SECURITIES DEMAND.
(A)
UPON NOTICE BY AT LEAST THREE OF THE
BOOKRUNNERS (A "SECURITIES NOTICE") AT ANY TIME AND FROM TIME TO TIME FOLLOWING
THE DATE THAT IS 6 MONTHS AFTER THE MERGER CLOSING DATE AND PRIOR TO THE DATE
THAT IS TWELVE MONTHS AFTER THE MERGER CLOSING DATE, THE BORROWER WILL, AFTER A
ROAD SHOW AND MARKETING PERIOD (THE BORROWER TO ASSIST WITH SUCH MARKETING
EFFORTS IN ACCORDANCE WITH PARAGRAPH (B) BELOW) CUSTOMARY FOR SIMILAR OFFERINGS
(AS DETERMINED BY THE BOOKRUNNERS AFTER CONSULTATION WITH THE BORROWER AND IN
ANY EVENT OF A DURATION OF NOT LESS THAN 10 BUSINESS DAYS), ISSUE AND SELL SUCH
AGGREGATE PRINCIPAL AMOUNT OF STERLING, DOLLAR AND/OR EURO DENOMINATED DEBT
SECURITIES (SUCH DENOMINATION AS DETERMINED IN ACCORDANCE WITH CLAUSES (II) AND
IV) BELOW) (THE "DEMAND SECURITIES") AS WILL GENERATE GROSS PROCEEDS SUFFICIENT
TO REFINANCE (IN WHOLE OR IN PART, AS DETERMINED BY THE BOOKRUNNERS IN THEIR
SOLE DISCRETION) THE FACILITIES, IN EACH CASE UPON SUCH TERMS AND CONDITIONS AS
MAY BE REASONABLY SPECIFIED BY THE BOOKRUNNERS IN SUCH SECURITIES NOTICE;
PROVIDED, HOWEVER, THAT:
(I)
SUCH DEMAND SECURITIES WILL BE ISSUED
THROUGH A REGISTERED PUBLIC OFFERING OR (IF A SHELF REGISTRATION IS NOT
IMMEDIATELY AVAILABLE) A PRIVATE PLACEMENT FOR RESALE PURSUANT TO RULE 144A
AND/OR REGULATION S WITH STANDARD SEC REGISTRATION RIGHTS FOR RULE 144A
OFFERINGS;
(II)
SUCH DEMAND SECURITIES WILL NOT MATURE ANY
EARLIER THAN SIX MONTHS AFTER THE SCHEDULED MATURITY OF THE SENIOR FACILITIES
(AS IN EFFECT ON THE MERGER CLOSING DATE) AND WILL CONTAIN SUCH TERMS,
COVENANTS, EVENTS OF DEFAULT, SUBORDINATION PROVISIONS, AND REDEMPTION
PROVISIONS, AND SHALL BE DENOMINATED IN SUCH CURRENCIES, AS ARE CUSTOMARY FOR
SIMILAR FINANCINGS AS DETERMINED BY THE BOOKRUNNERS IN CONSULTATION WITH THE
BORROWER;
(III)
SUCH DEMAND SECURITIES WILL BEAR A FIXED RATE
OF INTEREST (OR AN EQUIVALENT FLOATING RATE, BASED ON THE SWAP RATE FOR FLOATING
INSTRUMENTS WITH THE SAME CALL PROTECTION AND TAKING INTO ACCOUNT SWAP COSTS AND
OTHER RELEVANT FACTORS, PROVIDED THAT NO MORE THAN 30% OF THE AGGREGATE
PRINCIPAL AMOUNT OF DEMAND SECURITIES WILL BEAR