copy of that
Structure Notice to the Facility Agent.
Promptly upon receipt of the Structure
Notice, the Facility Agent shall notify each of the other Finance Parties of
such receipt together with details of the Structuring Date.
Once given, the
Structure Notice shall be irrevocable.
39.2
STRUCTURE 2 BRIDGE FACILITY AGREEMENT
(A)
ON THE DATE THAT THE ULTIMATE PARENT
DELIVERS THE STRUCTURE NOTICE TO THE FACILITY AGENT IN ACCORDANCE WITH CLAUSE
39.1 (DELIVERY OF STRUCTURE NOTICE) ABOVE (THE "DELIVERY DATE"), UPON
CONFIRMATION BY THE ULTIMATE PARENT TO THE FACILITY AGENT THAT EACH OF THE STEPS
REQUIRED TO COMPLETE THE STRUCTURE SET OUT ON THE PAGE HEADED "SECOND
ALTERNATIVE (STRUCTURE 2) - FINAL STRUCTURE)) OF THE STEPS PAPER HAVE BEEN (OR
WILL, SIMULTANEOUSLY WITH THE MAKING OF THE LOANS UNDER THE STRUCTURE 2 BRIDGE
FACILITY AGREEMENT, BE) COMPLETED, THIS AGREEMENT SHALL, IMMEDIATELY FOLLOWING
THE PREPAYMENT OF THE INITIAL LOANS IN ACCORDANCE WITH CLAUSE 8.7 (REPAYMENT IN
CONNECTION WITH STRUCTURE 2), TERMINATE AND BE IMMEDIATELY REPLACED BY THE
STRUCTURE 2 BRIDGE FACILITY AGREEMENT.
(B)
BY ITS EXECUTION OF THIS AGREEMENT, ANY
ACCESSION NOTICE OR TRANSFER DEED, EACH OF THE PARTIES TO THIS AGREEMENT
(EXCLUDING THE TRANCHE B LENDERS) AGREES TO ENTER INTO THE STRUCTURE 2 BRIDGE
FACILITY AGREEMENT ON THE DELIVERY DATE.
THE ULTIMATE PARENT SHALL PROCURE THAT
NTL CABLE (I) ENTERS INTO THE STRUCTURE 2 BRIDGE FACILITY AGREEMENT ON THE
DELIVERY DATE AND (II) SATISFIES (OR PROCURES THE SATISFACTION OF) EACH
CONDITION PRECEDENT TO BORROWING UNDER THE STRUCTURE 2 BRIDGE FACILITY
AGREEMENT.
(C)
THE PROVISIONS OF THIS CLAUSE 39.2 SHALL BE
WITHOUT PREJUDICE TO THE RIGHTS, OBLIGATIONS, REPRESENTATIONS, COVENANTS AND
OTHER PROVISIONS OF ANY OTHER FINANCE DOCUMENT EXISTING AS OF THE DELIVERY
DATE.
EACH SUCH FINANCE DOCUMENT (OTHER THAN THE SECURITY DOCUMENTS, WHICH
SHALL TERMINATE AND BE REPLACED BY THE SECURITY DOCUMENTS REQUIRED TO BE ENTERED
INTO PURSUANT TO THE STRUCTURE 2 BRIDGE FACILITY AGREEMENT) SHALL REMAIN IN FULL
FORCE AND EFFECT AS AGAINST EACH OF THE PARTIES THERETO AND ANY REFERENCES
CONTAINED IN SUCH FINANCE DOCUMENTS TO THIS AGREEMENT SHALL THEREAFTER BE DEEMED
TO BE REFERENCES TO THE STRUCTURE 2 BRIDGE FACILITY AGREEMENT.
40.
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:
158
(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 12.3 (TAX INDEMNITY), CLAUSE
13 (INCREASED COSTS) AND CLAUSE 25.9(B) (EXCLUSION OF LIABILITY) SHALL BE
ENFORCEABLE BY ANY THIRD PARTY REFERRED TO IN SUCH CLAUSE AS IF SUCH THIRD PARTY
WERE A PARTY TO THIS AGREEMENT.
(B)
THE PARTIES TO THIS AGREEMENT MAY WITHOUT
THE CONSENT OF ANY THIRD PARTY VARY OR RESCIND THIS AGREEMENT.
41.
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.