DEFA14A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 14, 2005

NTL INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
File No. 000-22616	52-1822078
(Commission File Number)	(IRS Employer Identification No.)
909 THIRD AVENUE, SUITE 2863,
NEW YORK, NY	10022
(Address of Principal Executive Offices)	(Zip Code)
Registrant’s telephone number, including area code:   (212) 906-8440
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

      On December 14, 2005, NTL Incorporated, a Delaware corporation (“NTL”) amended and restated the agreement and plan of merger that it had entered into on October 2, 2005 (the “Original Merger Agreement”) with Telewest Global, Inc., a Delaware corporation (“Telewest”), and Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of NTL (“Original Merger Subsidiary”). The amended and restated agreement and plan of merger (the “Merger Agreement”) among NTL, Telewest, Neptune Bridge Borrower LLC, a Delaware limited liability company and wholly owned subsidiary of Telewest (“Merger Subsidiary”), and, for certain limited purposes, Original Merger Subsidiary, provides that, among other things, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Subsidiary will merge with NTL, with NTL continuing as the surviving corporation and a wholly owned subsidiary of Telewest (the “Merger”).

The Merger Agreement

     The transaction will be consummated via a two step process:

(1)

Telewest will file a second restated certificate of incorporation (the “Charter Amendment”) pursuant to which (a) Telewest will change its name to ‘NTL Incorporated’ and (b) Telewest will reclassify each share of its common stock into (i) 0.2875 shares of Telewest common stock (“Telewest new common stock”), together with cash in lieu of fractional shares of Telewest new common stock, and (ii) one share of Telewest Class B redeemable common stock (“Telewest redeemable common stock”); and

(2)

Immediately following the filing of the Charter Amendment, Merger Subsidiary will merge with NTL, (the time of such merger, the “Effective Time”) with NTL being the surviving corporation. As a result of the Merger, NTL will become a wholly owned subsidiary of Telewest and each share of NTL common stock will be converted into 2.5 shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock. At the Effective Time, each share of Telewest redeemable common stock will be automatically redeemed for $16.25 in cash without interest. (NTL has the option to elect, at any time prior to the filing of the Charter Amendment, to structure the Merger as a merger of NTL with Merger Subsidiary, with Merger Subsidiary becoming the surviving entity so long as such an election does not delay the Merger or adversely affect the financing or the Telewest stockholders or directors.)

      Each vested and unvested Telewest stock option and Telewest stock appreciation right (SAR) will be automatically converted into a stock option to acquire, or a SAR with respect to, a number of shares of Telewest new common stock determined in accordance with a formula set forth in the Merger Agreement at an exercise or base price, as applicable, calculated in accordance with a formula set forth in the Merger Agreement, and otherwise, on the same terms and conditions as the original awards (including as to exercisability and vesting, taking into account any acceleration resulting from the Merger). Each outstanding share of Telewest restricted stock granted under the Telewest stock incentive plan will be automatically converted into the right to receive the transaction consideration of 0.2875 shares of Telewest new common stock, together with cash in lieu of fractional shares, and $16.25 in cash without interest on the same terms applicable to all shares of Telewest common stock.

      Each vested and unvested NTL stock option will be automatically converted on the same terms and conditions (including as to exercisability and vesting) into a stock option to acquire the number of shares of Telewest new common stock equal to (A) the number of shares of NTL common stock subject to such stock option, multiplied by (B) 2.5, at a price per share of Telewest new common stock equal to (i) the aggregate exercise price of such stock option divided by (ii) the number of shares of Telewest new common stock to which such option is subject. Each outstanding award of NTL restricted stock and restricted stock units granted under the NTL stock incentive plans will be automatically converted into an equivalent award based upon shares of Telewest new common stock on the same terms and conditions as immediately prior to the Effective Time. The number of shares of Telewest new common stock subject to such converted restricted stock award or restricted stock unit award, as applicable, will be equal to the number of shares subject to the NTL restricted stock award or restricted stock unit award, as applicable, multiplied by 2.5 (subject to rounding).

      On the closing date, Telewest will deliver to NTL resignations of each member of Telewest’s board of directors effective as of the Effective Time, other than Mr. Stenham, who will serve as Deputy Chairman of Telewest’s board

of directors, and one additional member of the Telewest board of directors selected by NTL with the approval of the Telewest board of directors (not to be unreasonably withheld or delayed). Immediately following such resignations but prior to the Effective Time, Telewest will appoint each member of NTL’s board of directors to the board of directors of Telewest effective as of immediately after the Effective Time. The appointment of Mr. Stenham as Deputy Chairman of Telewest’s board of directors is conditioned upon him agreeing with NTL, prior to the Effective Time, on terms mutually satisfactory to him and NTL, his terms for service as Deputy Chairman, which NTL has agreed to negotiate in good faith. NTL has the right to designate the classes in which each newly appointed director of Telewest will serve. Telewest has also agreed to appoint certain individuals as officers of Telewest following the merger as specified in the Merger Agreement.

      NTL and Telewest have made customary representations, warranties and covenants in the Merger Agreement including, among others, covenants (i) subject to certain exceptions, to conduct their respective businesses in the ordinary course and in material compliance with all material laws and governmental authorizations during the interim period between the date of the execution of the Merger Agreement and the Effective Time, (ii) not to engage in certain kinds of transactions during such period, (iii) subject to their fiduciary duties, (A) to cause stockholder meetings to be held to consider, in the case of NTL, the approval of the Merger Agreement, and, in the case of Telewest, the approval of the Charter Amendment and the issuance of Telewest new common stock in the Merger, and (B) to recommend to their respective stockholders that they approve the relevant action or actions referred to in clause (A) or (B), as applicable, (iv) subject to certain exceptions, to each use their reasonable best efforts to do all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Merger and the other transactions contemplated by the Merger Agreement, including obtaining all necessary regulatory approvals, and (v) to each use their reasonable best efforts to cause the Merger to qualify as a reorganization, and the Charter Amendment and the redemption of Telewest redeemable common stock to qualify as a redemption, for U.S. federal income tax purposes. In addition, Telewest made certain customary covenants including, among others, covenants (i) not to solicit proposals relating to certain alternative business combination transactions or (ii) subject to certain exceptions, not to enter into discussions concerning, provide confidential information in connection with, or take certain other actions relating to, certain alternative business combination transactions. NTL has also made certain additional customary covenants including, among others, their covenant to use their reasonable best efforts to obtain the proceeds of the financing described in the Commitment Letter referred to under “The Financing Commitments” on the terms and conditions described in that letter, with the assistance and cooperation of Telewest.

      The obligation of each of NTL, Merger Subsidiary and Telewest to consummate the Merger is subject to certain customary conditions, including (i) the adoption of the Merger Agreement by holders of a majority of the outstanding shares of NTL common stock, (ii) the approval of the Charter Amendment by holders of a majority of the outstanding shares of Telewest common stock, and the approval of the issuance of Telewest new common stock in the Merger by at least a majority of votes cast on such proposal by the holders of the outstanding shares of Telewest common stock at the Telewest stockholder meeting, (iii) there being no law or order prohibiting the consummation of the Merger having been enacted or issued by any court or governmental authority with competent jurisdiction, (iv) certain regulatory and antitrust approvals (including approval of the Merger by the U.K. Office of Fair Trading, the U.K. Secretary of State or the U.K. Competition Commission, as the case may be), (v) the effectiveness of the registration statement to be filed with the U.S. Securities and Exchange Commission (“SEC”) for the Telewest new common stock to be issued in the Merger and, if applicable, the Telewest new common stock and the Telewest redeemable common stock to be issued in the reclassification pursuant to the Charter Amendment, (vi) the approval of Telewest new common stock to be issued in the transaction for quotation on NASDAQ, (vii) the accuracy of representations and warranties and compliance with covenants of the other parties to the Merger Agreement, in each case, as set forth in the Merger Agreement, (viii) the absence of any material adverse effect with respect to the other party’s business or ability to consummate the Merger and the other transactions contemplated by the Merger Agreement (as described more fully in the Merger Agreement), and (ix) the receipt of tax opinions by NTL and Telewest from their respective tax advisors that the Merger will qualify as a reorganization, and that NTL and Telewest will be treated as parties to the reorganization, for U.S. federal income tax purposes. In addition, NTL’s obligation to consummate the Merger is subject to other conditions including (i) the absence of any action by any governmental authority which would reasonably be expected to have a Regulatory Material Adverse Effect (as defined in the Merger Agreement), (ii) the approval of the Merger by the relevant antitrust authorities in Ireland, (iii) all other consents or approvals by any governmental authority having been obtained (unless the failure to do so

would not have a Regulatory Material Adverse Effect), and (iv) the occurrence of the earlier of the following: (a) the receipt by NTL of a private letter ruling from the U.S. Internal Revenue Service as described in the Merger Agreement or (b) April 2, 2006. In addition, Telewest’s obligation to consummate the Merger is subject to other conditions including (i) the receipt by Telewest of an opinion with respect to the solvency of Telewest in connection with the reclassification pursuant to the Charter Amendment and the redemption of Telewest new common stock, and (ii) Telewest being reasonably satisfied that the Merger will become effective immediately after the effectiveness of the Charter Amendment. Telewest has also agreed to cooperate with NTL, upon NTL’s request, in connection with any proposed sale or reorganization of the Flextech Group (as defined in the Merger Agreement) so long as none of its obligations under such transaction take effect until after the Effective Time. Telewest has also agreed to amend its rights plan to reduce its rights plan trigger from 25% to 15%. Telewest has also agreed to assist and cooperate with NTL with respect to (i) the potential offer for Virgin Mobile and (ii) any dealings with BBC Worldwide and its affiliates.

      The Merger Agreement contains certain termination rights for both NTL and Telewest, and further provides that, upon termination of the Merger Agreement under specified circumstances, Telewest may be required to pay NTL a termination fee of $215,000,000 or $175,000,000, depending on the circumstances of the termination of the Merger Agreement, or NTL may be required to pay Telewest a termination fee of $175,000,000, in each case as described in the Merger Agreement.

      The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated into this report by reference.

The Financing Commitments

Commitment Letter

     On December 14, 2005, NTL and NTL Investment Holdings Limited (“NTLIH”) agreed to the terms of a commitment letter (the “Commitment Letter”) which amended and replaced the commitment letter which NTL and NTLIH entered into on October 2, 2005. Pursuant to the terms of the Commitment Letter each of Deutsche Bank AG, London Branch, J.P. Morgan plc, The Royal Bank of Scotland plc and Goldman Sachs International (the “Mandated Lead Arrangers”) agreed to arrange, and each of Deutsche Bank AG, London Branch, JPMorgan Chase Bank, National Association, The Royal Bank of Scotland plc, and Goldman Sachs Credit Partners L.P. (the “Underwriters”) agreed to underwrite, the bank facilities (the “Facilities”) described below.

Terms of the Facilities

     The Facilities comprise two separate facilities: (a) a senior secured credit facility in an aggregate principal amount of up to £3.3 billion (the “Senior Facilities”), to be made available to, among others, NTLIH and its affiliates, and comprising a £3.2 billion 5-year amortizing term loan facility (“Tranche A”) and a £100 million 5-year multicurrency revolving working capital facility (the “Revolving Facilities”), for the purposes of (i) repaying in full the existing senior credit facilities of NTL, (ii) repaying in full the existing and second lien credit facilities of Telewest, and (iii) financing the ongoing working capital needs and general corporate requirements of the combined company, and (b) a 1-year (automatically extendable to a 10-year) senior subordinated bridge facility in an aggregate principal amount of £1.8 billion (the “Bridge Facility”) to be made available to Merger Subsidiary for the purposes of (i) financing the cash consideration payable pursuant to the merger agreement and (ii) paying the related fees, costs and expenses in connection therewith. In addition, NTL and NTLIH have agreed to engage the Mandated Lead Arrangers as arranger for any take-out financing for the Bridge Facility, including through the issuance of senior notes.

Interest

     The rate of interest payable under Tranche A and the Revolving Facilities is the aggregate, per annum, of (i) LIBOR, plus (ii) the applicable interest margin. The applicable interest margin for Tranche A and the Revolving

Facilities shall be 1.625% per annum for a period of three months following the closing date for the Merger. Thereafter, the applicable interest margin for Tranche A and the Revolving Facilities shall be depend upon the net leverage ratio then in effect as set forth below:

Leverage Ratio	Margin
Less than 3.00 : 1	1.000%
Greater than or equal to 3.00 :1 but less than 3.40 : 1	1.125%
Greater than or equal to 3.40 :1 but less than 3.80 : 1	1.250%
Greater than or equal to 3.80 :1 but less than 4.20 : 1	1.37%5
Greater than or equal to 4.20 :1 but less than 4.50 : 1	1.500%
Greater than or equal to 4.50 :1 but less than 4.80 : 1	1.625%
Greater than or equal to 4.80 :1 but less than 5.00 : 1	1.875%
Greater than or equal to 5.00	2.000%

     Prior to the maturity date of the Bridge Facilities, loans under the Bridge Facilities will bear interest at a rate per annum equal to (i) the three-month reserve-adjusted Gilt/LIBOR/EURIBOR plus (ii) an initial spread of 600 basis points (such spread being subject to quarterly increases of 50 basis points if the loans are not yet repaid). Notwithstanding the foregoing, the interest rate per annum payable shall not exceed (i) 12.5% in respect of loans under the Bridge Facilities denominated in U.K. pounds sterling and (ii) 11.5% in respect of loans under the Bridge Facilities denominated in euro or U.S. dollars.

Mandatory Repayments

     Principal under Tranche A is subject to repayments each six months as follows:

30 September 2007	£225 million
31 March 2008	£225 million
30 September 2008	£225 million
31 March 2009	£250 million
30 September 2009	£450 million
31 March 2010	£500 million
30 September 2010	£550 million
Final maturity date	£725 million

     The borrowers will also be required to repay principal under the Senior Facilities, subject to certain exceptions, with excess cash flow and proceeds from disposals and debt and equity issuances.

Covenants and Events of Default

      The borrowers will be required to maintain certain minimum financial ratios relating to total debt to consolidated operating cash flow, consolidated operating cash flow to consolidated net interest and consolidated cash flow to consolidated debt service. The borrowers will be subject to typical affirmative and negative covenants that will affect their ability, among other things, to borrow money, incur liens, dispose of assets and make acquisitions. Events of default under the Senior Facilities will include, among other things, payment and covenant breaches, insolvencies of obligors and certain subsidiaries, change of control and any material adverse change.

Conditions

     Drawings under the Facilities shall be conditional upon (i) evidence that Merger Subsidiary has entered into the Bridge Facility and that all conditions precedent thereto have been satisfied or waived, (ii) there being no payment or insolvency event of default with respect to NTL, NTLIH, Telewest Communications Networks Limited (“TCN”) or Merger Subsidiary (other than an insolvency event caused by the occurrence or potential occurrence of another event of default) or an event of default arising as a result of a misrepresentation by NTL, NTLIH, TCN or Merger Subsidiary in respect of its powers, status and authority, or any breaches by NTLIH or TCN of its negative pledge covenants which materially affects the security to be given under the Facilities, (iii) the execution of the Merger Agreement, Merger Subsidiary and NTL becoming obligated to file the certificate of merger of NTL and Merger Subsidiary with the Secretary of State of the State of Delaware, Telewest becoming obligated to file the Charter Amendment with the Secretary of State of the State of Delaware, and no amendments or (subject to limited exceptions) waiver of conditions having been made, in each case, which in the opinion of an instructing group of lenders under the Facilities (acting reasonably) are not material and adverse to the financing under the Facilities, and (iv) the execution of customary financing documentation for a transaction of this type.

Termination

     The commitments of the Mandated Lead Arrangers and the Underwriters under the Commitment Letter terminate (i) on October 2, 2006 or (ii) concurrently with the termination of the Merger Agreement.

Guarantees and Security

     The Senior Facilities will be guaranteed by Telewest UK Limited, NTLIH, NTL Cable PLC (“NTL Cable”), TCN, certain newly-formed U.K. holding companies, and certain other subsidiaries of the combined company. In addition, to the extent legally possible and provided no material adverse tax consequences arise as a result thereof, the Senior Facilities will have the benefit of first ranking security over (i) the shares of each newly-formed U.K. holding company, (ii) the shares of each member of the combined group following the consummation of the Merger (subject to agreed exceptions), (iii) all or substantially all of the assets of each member of the combined group following the consummation of the Merger, and (iv) intercompany loans lent in to any member of the combined group following the consummation of the Merger, subject to flexibility to allow permitted restructurings.

     The Bridge Facilities will be guaranteed by Telewest, any new intermediate holding company above NTL and NTL (UK) Group, Inc.The Bridge Facilities will likely also be secured except to a lesser extent than the Senior Facilities.

     It is expected that any senior notes issued will be unsecured.

     Definitive agreements for the financings have not yet been finalized and, accordingly, the form and terms of the financings may change, subject to limitations imposed on such changes by the Merger Agreement.

Alternative Financing Structure

     NTL intends to request the IRS ruling to confirm the U.S. federal income tax treatment of a proposed alternative internal restructuring transaction, which would be undertaken after the completion of the Merger. This internal restructuring transaction would permit the combined companies to finance some or all of the cash portion of the transaction consideration with funds borrowed by U.K. subsidiaries of the combined company, permitting some or all of the acquisition financing to be incurred at the level of the combined company’s U.K. operating group rather than at the level of its U.S. holding group. Receipt of the request for the IRS ruling is not a condition to closing of the acquisition after April 2, 2006.

     If NTL receives the IRS ruling, NTL has the option, by delivery of written notice to the Mandated Lead Arrangers, to restructure the Facilities such that:

• the commitment under the Bridge Facilities would be reduced by at least £1.2 billion and an incremental tranche of term debt equal in principal amount to such reduction (“Tranche B”) would be added to the Senior Facilities; and

• the remainder of the commitment under the Bridge Facilities would be taken out with a high yield bond offering (or bridge facility commitment in anticipation of the same) by NTL Cable. This debt would rank pari passu with NTL Cable’s existing high yield debt.

     In this alternative structure, the rate of interest payable under Tranche A, the Revolving Credit Facility and Tranche B would be the aggregate, per annum, of (i) LIBOR, plus (ii) the applicable interest margin. The applicable interest margin for Tranche A and the Revolving Credit Facility would be 1.875% per annum from closing for a period of three months. Thereafter, the applicable interest margin for the Senior Facilities and the Revolving Facilities shall be depend upon the net leverage ratio then in effect as set forth below:

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 : 1	2.250%

     The applicable interest margin for Tranche B would be 2.25% per annum.

     No assurances can be made that NTL will receive the IRS ruling or, if it receives the IRS ruling, whether the combined company would implement this alternative financing structure.

     The foregoing description of the financing commitments does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter, which is filed as Exhibit 2.2 hereto, and is incorporated into this report by reference.

Item 3.03 Material Modifications to Rights of Security Holders.

     In connection with the Merger Agreement, NTL amended its Rights Agreement, dated as of January 10, 2003, as amended (as so amended, the “Rights Agreement”), between NTL and Continental Stock Transfer & Trust Company, which governs NTL’s preferred share purchase rights (the “Rights”). The amendment provides, among other things,that (i) neither a Stock Acquisition Date nor a Distribution Date (each as defined in the Rights Agreement) will occur as a result of the approval, execution, delivery, or performance of the Merger Agreement or the consummation of any other transaction contemplated by the Merger Agreement, (ii) neither Telewest or Merger Subsidiary nor any of their affiliates will become an Acquiring Person or an Adverse Person (each as defined in the Rights Agreement) as a result of the approval, execution, delivery, or performance of the Merger Agreement, the consummation of the Merger or the consummation of any other transaction contemplated by the Merger Agreement, and (iii) the Rights will expire on the earlier of (x) January 10, 2013, or such later date as may be established by the Board of Directors of the Company prior to the expiration of the Rights and (y) immediately prior to the Effective Time.

     The foregoing description of the amendment to the Rights Agreement is qualified in its entirety by reference to such amendment, which is filed as Exhibit 4.1 hereto, and is incorporated into this report by reference.

* * * * *

Cautionary Statements

     The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, the Commitment Letter and the amendment to the Rights Agreement (collectively, the “Agreements”), copies of which are filed herewith as Exhibits 2.1, 2.2 and 4.1, respectively.

     The Agreements have been included to provide investors with information regarding their terms. Except for their status as the contractual documents that establish and govern the legal relations among the parties thereto with respect to the transactions described above, the Agreements are not intended to be a source of factual, business or operational information about the parties.

     The representations, warranties and covenants made by the parties in each of the Agreements are qualified including by information in disclosure schedules that the parties exchanged in connection with the execution of such Agreements. Representations and warranties may be used as a tool to allocate risks between the parties, including where the parties do not have complete knowledge of all facts. Investors are not third party beneficiaries under the Agreements and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of NTL, Telewest, Merger Subsidiary or Original Merger Subsidiary, or any of their respective affiliates.

Additional Information and Where to Find it

     This filing is not a prospectus and ntl and Telewest shareholders should make their decision on the proposed merger and related transactions on the basis of the information to be contained in the joint proxy statement / prospectus. This filing may be deemed to be solicitation material in respect of the proposed merger of ntl and Telewest or any related transaction. In connection with the proposed merger and related transactions, ntl and Telewest will file a joint proxy statement / prospectus with the U.S. Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS OF NTL AND TELEWEST ARE ADVISED TO READ THE JOINT PROXY STATEMENT / PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED TRANSACTIONS. The final joint proxy statement / prospectus will be mailed to stockholders of ntl and Telewest. Investors and security holders may obtain a free copy of the joint proxy statement / prospectus, when it becomes available, and other documents filed by ntl and Telewest with the SEC, at the SEC’s web site at http://www.sec.gov. Free copies of the joint proxy statement / prospectus, when it becomes available, and each company’s other filings with the SEC may also be obtained from the respective companies. Free copies of ntl’s filings may be obtained by directing a request to ntl Incorporated, 909 Third Avenue, Suite 2863, New York, New York 10022, Attention: Investor Relations. Free copies of Telewest’s filings may be obtained by directing a request to Telewest Global, Inc., 160 Great Portland Street, London W1W 5QA, United Kingdom, Attention: Investor Relations.

     This filing shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Participants in the Solicitation

     NTL, Telewest and their respective directors, executive officers and other members of their management and employees may be deemed to be soliciting proxies from their respective stockholders in favor of the merger and related transactions. Information regarding NTL’s directors and executive officers is available in NTL’s proxy statement for its 2005 annual meeting of stockholders, which was filed with the SEC on April 5, 2005. Information regarding Telewest’s directors and executive officers is available in Telewest’s proxy statement for its 2005 annual meeting of stockholders, which was filed with the SEC on April 11, 2005. Additional information regarding the interests of such potential participants will be included in the joint proxy statement / prospectus and the other relevant documents filed with the SEC when they become available.

Forward Looking Statements

     This information may contain certain statements regarding the proposed transaction between NTL and Telewest, benefits and synergies of the transaction, future opportunities for the combined company and products and other statements regarding Telewest’s or NTL’s future expectations, beliefs, goals or prospects. Such statements constitute forward-looking statements as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995. When used in this document, the words “believe”, “anticipate”, “should”, “intend”, “plan”, “will”, “expects”, “estimates”, “projects”, “positioned”, “strategy”, and similar expressions or statements that are not historical facts, in each case as they relate to NTL and Telewest, the management of either such company or the proposed transaction, are intended to identify those expressions or statements as forward-looking statements. In addition to the risks and uncertainties noted in this document, there are certain factors, risks and uncertainties that could cause actual results to differ materially from those anticipated by some of the statements made, many of which are beyond the control of NTL and Telewest. These include: (1) the failure to obtain and retain expected synergies from the proposed transaction, (2) rates of success in executing, managing and integrating key acquisitions, including the proposed acquisition, (3) the ability to achieve business plans for the combined company, (4) the ability to manage and maintain key customer relationships, (5) delays in obtaining, or adverse conditions contained in, any regulatory or third-party approvals in connection with the proposed acquisition, (6) availability and cost of capital, (7) the ability to manage regulatory, tax and legal matters, and to resolve pending matters within current estimates, (8) other similar factors, and (9) the risk factors summarized and explained in our Form 10-K reports. For additional information concerning factors that could cause actual results to materially differ from those projected herein, please refer to our most recent Form 10-K, 10-Q and 8-K reports.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number		Title
2.	1	Amended and Restated Agreement and Plan of Merger dated as of December 14, 2005 among Telewest Global, Inc., NTL Incorporated, Neptune Bridge Borrower LLC and, for certain limited purposes, Merger Sub Inc. (the schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K*).
2.	2	Commitment Letter dated as of December 14, 2005 among NTL Incorporated, NTL Investment Holdings Limited, each of Deutsche Bank AG, London Branch, J.P. Morgan plc, The Royal Bank of Scotland plc and Goldman Sachs International (as mandated lead arrangers) and each of Deutsche Bank AG, London Branch, JPMorgan Chase Bank, National Association, The Royal Bank of Scotland plc, and Goldman Sachs Credit Partners L.P. (as underwriters) (together with Appendices thereto).
4.	1	Amendment to Rights Agreement dated as of December 14, 2005 between NTL Incorporated and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 of NTL Incorporated’s Form 8-A/A as filed with the U.S. Securities and Exchange Commission on December 15, 2005, File No. 000-22616).
*	NTL hereby agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon its request.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NTL INCORPORATED
Date:	December 15, 2005	By:	/s/ Bryan H. Hall
			Name:	Bryan H. Hall
			Title:	Secretary

EX-2.1

Exhibit 2.1

EXECUTION COPY

     AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER

dated as of

December 14, 2005

among

NTL INCORPORATED,

TELEWEST GLOBAL, INC.,

NEPTUNE BRIDGE BORROWER LLC

and

solely with respect to Section 11.11(b) of this Agreement and the other Sections
of Article 11 of this Agreement to the extent relating thereto,

MERGER SUB INC.

TABLE OF CONTENTS

		PAGE
	ARTICLE 1
	DEFINITIONS
Section 1.01.	Definitions	2
Section 1.02.	Other Definitional and Interpretative Provisions	13
	ARTICLE 2
	THE RECLASSIFICATION AND THE MERGER
Section 2.01.	The Reclassification and the Merger	14
Section 2.02.	Conversion of Shares in the Merger; Treatment of Warrants	15
Section 2.03.	Surrender and Payment of Shares in the Reclassification and the
	Merger	16
Section 2.04.	Parent Stock Options and Other Equity Awards	18
Section 2.05.	Company Stock Options and Other Equity Awards	19
Section 2.06.	Registration Statement	20
Section 2.07.	Adjustments	21
Section 2.08.	Fractional Shares	21
Section 2.09.	Withholding Rights	21
Section 2.10.	Lost Certificates	21
Section 2.11.	Alternative Merger Structure	22
	ARTICLE 3
	SURVIVING CORPORATION
Section 3.01.	Certificate of Incorporation	22
Section 3.02.	Bylaws	22
Section 3.03.	Directors and Officers	22
	ARTICLE 4
	REPRESENTATIONS AND WARRANTIES OF PARENT
Section 4.01.	Corporate Existence and Power	23
Section 4.02.	Corporate Authorization	23
Section 4.03.	Governmental Authorization	24
Section 4.04.	Non-contravention	24
Section 4.05.	Capitalization	25
Section 4.06.	Subsidiaries; Joint Venture Entities	27
	i

Section 4.07.	SEC Filings; Sarbanes-Oxley Act	28
Section 4.08.	Financial Statements	30
Section 4.09.	Information Supplied	31
Section 4.10.	Absence of Certain Changes	31
Section 4.11.	No Undisclosed Material Liabilities	31
Section 4.12.	Compliance with Laws	32
Section 4.13.	Litigation	32
Section 4.14.	Fees	33
Section 4.15.	Opinions of Financial Advisors	33
Section 4.16.	Taxes	33
Section 4.17.	Employee Benefit and Labor Matters	35
Section 4.18.	Environmental Matters	38
Section 4.19.	Anti-takeover Statutes	38
Section 4.20.	Material Contracts	39
Section 4.21.	Intellectual Property	41
Section 4.22.	Properties and Assets	42
Section 4.23.	Insurance	42
Section 4.24.	Restructuring	42
Section 4.25.	Insolvency	43
	ARTICLE 5
	REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Section 5.01.	Corporate Existence And Power	43
Section 5.02.	Corporate Authorization	43
Section 5.03.	Governmental Authorization	44
Section 5.04.	Non-contravention	44
Section 5.05.	Capitalization	44
Section 5.06.	Subsidiaries	46
Section 5.07.	SEC Filings; Sarbanes-Oxley Act	47
Section 5.08.	Financial Statements	49
Section 5.09.	Information Supplied	49
Section 5.10.	Absence of Certain Changes	49
Section 5.11.	No Undisclosed Material Liabilities	49
Section 5.12.	Compliance with Laws	50
Section 5.13.	Litigation	50
Section 5.14.	Finders’ Fees	51
Section 5.15.	Opinions of Financial Advisors	51
Section 5.16.	Taxes	51
Section 5.17.	Anti-takeover Statutes and Rights Agreement	51
Section 5.18.	Company Securities	51
Section 5.19.	Financing	52

ii

	ARTICLE 6
	COVENANTS OF PARENT
Section 6.01.	Conduct of Parent	53
Section 6.02.	Obligations of Merger Subsidiary	58
Section 6.03.	Director and Officer Liability	58
Section 6.04.	Parent Stockholder Meeting; Proxy Material	59
Section 6.05.	Quotation of New Parent Stock	60
Section 6.06.	Parent Board of Directors; Certain Members of Management	60
Section 6.07.	Employees	61
Section 6.08.	No Solicitation; Other Offers	61
Section 6.09.	License Expirations	64
Section 6.10.	Cooperation	64
Section 6.11.	Approval of Charter Amendment; Amendment of Parent Rights Agreement	66
	ARTICLE 7
	COVENANTS OF THE COMPANY
Section 7.01.	Conduct of the Company	66
Section 7.02.	Company Stockholder Meeting; Proxy Material	68
Section 7.03.	Affiliates	68
Section 7.04.	Merger Subsidiary	69
	ARTICLE 8
	COVENANTS OF PARENT AND THE COMPANY
Section 8.01.	Reasonable Best Efforts	69
Section 8.02.	U.S. Disclosure Filings	72
Section 8.03.	Public Announcements	73
Section 8.04.	Further Assurances	74
Section 8.05.	Access to Information	74
Section 8.06.	Notices of Certain Events	74
Section 8.07.	Financing	75
Section 8.08.	Section 16 Matters	76
Section 8.09.	Accountants’ Letters	76
Section 8.10.	Stockholder Meetings	76
Section 8.11.	Tax Matters	76
Section 8.12.	Affiliates	77
	ARTICLE 9
	CONDITIONS TO THE CHARTER AMENDMENT AND THE MERGER
Section 9.01.	Conditions to the Obligations of Each Party	77
Section 9.02.	Conditions to the Obligations of the Company	79

iii

Section 9.03.	Conditions to the Obligations of Parent and Merger Subsidiary	82
	ARTICLE 10
	TERMINATION
Section 10.01.	Termination	83
Section 10.02.	Effect of Termination	86
	ARTICLE 11
	MISCELLANEOUS
Section 11.01.	Notices	86
Section 11.02.	Survival of Representations, Warranties and Agreements	87
Section 11.03.	Amendments and Waivers	87
Section 11.04.	Expenses	88
Section 11.05.	Disclosure Schedule References	90
Section 11.06.	Binding Effect; Benefit; Assignment	91
Section 11.07.	Governing Law	91
Section 11.08.	Jurisdiction	91
Section 11.09.	WAIVER OF JURY TRIAL	91
Section 11.10.	Counterparts; Effectiveness	92
Section 11.11.	Entire Agreement; Release of Original Merger Subsidiary	92
Section 11.12.	Severability	92
Section 11.13.	Specific Performance	92

INDEX OF EXHIBITS AND SCHEDULES

Exhibit A	–	[Reserved]
Exhibit B	–	Second Restated Certificate of Incorporation of Parent
Exhibit C	–	Form of Supplemental Warrant Agreement
Exhibit D	–	Form of Rule 145 Letter for Company Affiliates
Exhibit E	–	Form of Representation Letter of Parent
Exhibit F	–	Form of Representation Letter of the Company
Exhibit G	–	Form of Opinion of Sullivan & Cromwell LLP
Exhibit H	–	Form of Opinion of Davis Polk & Wardwell

Company Disclosure Schedule

iv

Parent Disclosure Schedule

v

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

     AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 14, 2005, among NTL Incorporated, a Delaware corporation (the “Company”), Telewest Global, Inc., a Delaware corporation (“Parent”), Neptune Bridge Borrower LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and, solely with respect to Section 11.11(b) of this Agreement and the other Sections of Article 11 of this Agreement to the extent relating thereto, Merger Sub Inc., a wholly owned subsidiary of the Company (“Original Merger Subsidiary”).

W I T N E S S E T H:

     WHEREAS, the Company, Parent and Original Merger Subsidiary are parties to an Agreement and Plan of Merger (the “Original Merger Agreement”) dated as of October 2, 2005 (the “Original Merger Agreement Date”) that contemplated, among other things, the acquisition of Parent by way of a merger of Original Merger Subsidiary with and into Parent;

     WHEREAS, Section 11.06 of the Original Merger Agreement gave the Company the right, in its absolute discretion, to elect to effect the merger contemplated by the Original Merger Agreement as an Alternative Merger (as defined in Section 11.06 of the Original Merger Agreement);

     WHEREAS, the Company has elected to exercise its right under Section 11.06 of the Original Merger Agreement and, as such, the parties to the Original Merger Agreement have agreed, pursuant to Section 11.06(b) and Section 11.03 of the Original Merger Agreement, to amend and restate the Original Merger Agreement in its entirety as set forth in this Agreement pursuant to which, among other things, Original Merger Subsidiary will be released from its obligations under the Original Merger Agreement and Merger Subsidiary will become a party to this Agreement;

     WHEREAS, the respective Boards of Directors of the Company and Parent have approved this Agreement pursuant to which, among other things, (i) subject to certain exceptions, the Board of Directors of Parent will recommend to its stockholders that the Restated Certificate of Incorporation of Parent be amended and restated in its entirety as contemplated hereby in order to, among other things, reclassify each share of Parent Stock into (x) 0.2875 shares of New Parent Stock and (y) one share of Parent Class B Redeemable Common Stock (as defined below) that will automatically be redeemed (the “Parent Common Stock Redemption”) for the Redemption Consideration at the Effective Time pursuant to and as set forth in the Charter Amendment, and (ii) immediately following such reclassification, Merger Subsidiary will be merged with and into the Company, in each case, on the terms and subject to the conditions set forth in this Agreement;

     WHEREAS, the Board of Directors of the Company deems it advisable that the stockholders of the Company approve and adopt this Agreement;

     WHEREAS, the Board of Directors of Parent deems it advisable that the stockholders of Parent (i) approve the Charter Amendment, and (ii) approve the issuance of shares of New Parent Stock to be issued in the Merger;

     WHEREAS, the parties intend the Charter Amendment and the Parent Common Stock Redemption to function as a mechanism to effect a redemption of a portion of the Parent Stock;

     WHEREAS, for U.S. federal income tax purposes, it is intended that the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code and the rules and regulations promulgated thereunder;

     WHEREAS, for U.S. federal income tax purposes, it is intended that this Agreement shall constitute a plan of reorganization within the meaning of Section 368(a) of the Code and the rules and regulations promulgated thereunder; and

     WHEREAS, Parent and the Company intend the Charter Amendment and the Parent Common Stock Redemption to qualify as a redemption, within the meaning of Section 317 of the Code, governed by Section 302 of the Code, of a portion of each share of Parent Stock for cash in an amount equal to the Redemption Consideration, such redemption occurring as part of a single integrated transaction that includes the issuance of New Parent Stock in the Merger.

     NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

     Section 1.01. Definitions. (a) As used herein, the following terms have the following meanings:

     “Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer or proposal with respect to any of the following, whether in one transaction or a series of related transactions: (i) any acquisition or purchase, direct or indirect, of 20% or more of the consolidated assets of Parent or any of its Significant Subsidiaries, or over 20% of any class of equity or voting securities of Parent or any of its Significant Subsidiaries; (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Party beneficially owning 20% or more of any class of equity or voting securities of Parent or any of its Significant Subsidiaries; or (iii) any merger, consolidation, share exchange, business combination, sale of assets

2

outside the ordinary course of business, spin-off, other disposition, joint venture, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Parent or any of its Subsidiaries that involves the acquisition, purchase, conversion or disposition, direct or indirect, of (A) more than 20% of any class of equity or voting securities of Parent or any of its Significant Subsidiaries, (B) assets, individually or in the aggregate, constituting more than 20% of the consolidated assets of Parent or any of its Significant Subsidiaries, or (C) all or a significant portion of Parent’s or any of its Subsidiaries’ ownership interest in, or all or a significant portion of the assets of, the Flextech Group.

     “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided that, as used in this definition, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and provided, further, that (i) none of Parent nor any of its controlled Affiliates shall be deemed to be an Affiliate of the Company or any of its controlled Affiliates, (ii) none of the Company nor any of its controlled Affiliates shall be deemed to be an Affiliate of Parent or any of its controlled Affiliates, (iii) none of Huff nor any of its Affiliates (other than Parent and its controlled Affiliates) shall be deemed to be an Affiliate of Parent or any of its controlled Affiliates, and (iv) none of Huff nor any of its Affiliates (other than the Company and its controlled Affiliates) shall be deemed to be an Affiliate of the Company or any of its controlled Affiliates.

     “Applicable Law” means, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

     “Business Day” means a day other than Saturday, Sunday or other day on which commercial banks in New York, New York or London, England are authorized or required by Applicable Law to close.

     “Charter Amendment” means the Second Restated Certificate of Incorporation of Parent in the form attached hereto as Exhibit B that contemplates (i) the reclassification of each share of Parent Stock into the Reclassification Consideration, (ii) the automatic redemption, at the Effective Time, of the Parent Class B Redeemable Common Stock for the Redemption Consideration, (iii) a change in the name of Parent to NTL Incorporated, and (iv) certain other amendments as set forth in such Second Restated Certificate of Incorporation.

“Closing Date” means the date on which the Effective Time occurs.

3

“Code” means the U.S. Internal Revenue Code of 1986.

     “Communications Laws” means the U.K. Broadcasting Act 1990, the U.K. Broadcasting Act 1996, the U.K. Communications Act 2003, the U.K. Wireless Telegraphy Act 1949 and all similar U.K. legislation and European Union regulations and directives and all rules and regulations of OFCOM.

     “Company Balance Sheet” means the consolidated balance sheet of the Company as of the Company Balance Sheet Date and the footnotes thereto set forth in the Company 10-Q.

“Company Balance Sheet Date” means June 30, 2005.

     “Company Communications Licenses” means all licenses, franchises, agreements, permits, registrations or other authorizations granted by any Governmental Authority to the Company or any of its Subsidiaries, or which the Company or any of its Subsidiaries takes the benefit of, under any Communications Laws, including all certificates of compliance which are required to be issued by or filed with OFCOM or any other Governmental Authority.

     “Company Material Adverse Effect” means (a) a material adverse effect on the financial condition, business, assets, liabilities, properties or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) an effect which prevents or materially delays or materially impairs the Company’s ability to consummate the transactions contemplated by this Agreement, excluding, in the case of clause (a), any such effect resulting from (i) changes generally affecting the industries in the United Kingdom in which the Company and its Subsidiaries operate except to the extent such changes disproportionately affect the Company and its Subsidiaries, (ii) changes generally affecting global economic conditions or financial markets in the United States or the United Kingdom, except to the extent such changes disproportionately affect the Company and its Subsidiaries, (iii) changes that are the result of acts of war or terrorism, except to the extent such changes disproportionately affect the Company and its Subsidiaries, or (iv) any loss of, or adverse change in, the relationship of the Company and its Subsidiaries with their respective customers, employees or suppliers resulting from the pendency or the announcement of the transactions contemplated by this Agreement or the Original Merger Agreement.

     “Company Permitted Liens” means (i) Liens disclosed on the Company Balance Sheet, (ii) Liens entered into pursuant to (A) the £2,425,000,000 Senior Facilities Agreement dated as of April 13, 2004 between the Company, NTL Investments Holdings Limited, and the lenders thereunder, and (B) the sterling-denominated 9.75% Senior Notes due 2014, the U.S. dollar-denominated 8.75% Senior Notes due 2014, the euro-denominated 8.75% Senior Notes due 2014 and the U.S. dollar-denominated Floating Rate Senior Notes due 2012, in each case, of NTL Cable Plc, (iii) Liens for Taxes not yet due or being contested in good

4

faith (and for which adequate accruals or reserves have been established on the Company Balance Sheet), and (iv) Liens which do not materially detract from the value or materially interfere with any present or intended use of the property or assets to which such Lien relates.

     “Company Rights” means the preferred stock purchase rights issued pursuant to the Company Rights Agreement.

     “Company Rights Agreement” means the Rights Agreement dated as of January 10, 2003, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent thereunder.

     “Company Stock” means the common stock, par value $0.01 per share, of the Company.

     “Company 10-Q” means the Company’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2005.

“Competition Commission” means the U.K. Competition Commission.

     “Delaware Law” means the General Corporation Law of the State of Delaware.

     “Delaware LLC Act” means the Limited Liability Company Act of the State of Delaware.

“Enterprise Act” means the U.K. Enterprise Act 2002.

     “Environmental Law” means any Applicable Law concerning pollution, contamination and/or environment matters, including any matter relating to the effects of Hazardous Substances on human health and safety, waste, nuisance, discharges, emissions, deposits, disposals and releases to land, air and water, and the sale, import, export, manufacture, use, treatment, storage, handling, deposit, transport or disposal of Hazardous Substances.

     “Environmental Permits” means, with respect to any Person, all permits, licenses, certificates, approvals and other similar authorizations of any Governmental Authority relating to or required by any Environmental Law and affecting, or relating to, the business or past or present facilities of such Person or any of its Subsidiaries.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974.

     “ERISA Affiliate” of any entity means any other entity that, together with such entity, would be treated as a single employer under Section 414 of the Code, other than the UKTV Group.

5

     “Flextech Group” means (i) each Person required to be set forth in Section 4.06(c) of the Parent Disclosure Schedule, and (ii) each member of the UKTV Group.

     “Flextech Group Restructuring” means such restructuring of, or with respect to, the members of the Flextech Group, or all or a portion of their respective businesses, as the Company may request.

“GAAP” means generally accepted accounting principles in the United States.

     “Governmental Antitrust Authority” means any court of law or Governmental Authority, in each case, to the extent exercising jurisdiction over enforcement of any applicable antitrust or competition laws.

     “Governmental Authority” means (i) any government or any state, department, local authority or other political subdivision thereof, (ii) any governmental body, agency, authority (including any central bank, taxing authority or transgovernmental or supranational entity or authority), minister or instrumentality (including any court or tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, or (iii) the NASD or NASDAQ.

     “Governmental Authorizations” means, with respect to any Person, all licenses, permits (including construction permits), certificates, waivers, amendments, consents, franchises (including similar authorizations or permits), exemptions, variances, expirations and terminations of any waiting period requirements and other authorizations and approvals issued to such Person by or obtained by such Person from any Governmental Authority, or of which such Person has the benefit under any Applicable Law, and all other actions, notices, filings, registrations, qualifications, declarations and designations by or of such Person with any Governmental Authority.

     “Hazardous Substance” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substance, waste or material, or any substance, waste or material having any constituent elements displaying any hazardous characteristics, including any substance, waste or material regulated under any Environmental Law.

“Huff” means W.R. Huff Asset Management Co., L.L.C.

      “Indemnified Person” means a Company Indemnified Person or a Parent Indemnified Person.

     “Intellectual Property Rights” means all worldwide (i) inventions, whether or not patentable, (ii) patents and patent applications, (iii) trademarks,

6

service marks, trade dress, logos, Internet domain names and trade names, whether or not registered, and all goodwill associated therewith, (iv) rights of publicity and other rights to use the names and likeness of individuals, (v) copyrights, rights in databases and related rights, whether or not registered, (vi) mask works, (vii) computer software, data, databases, files, and documentation and other materials related to the foregoing, (viii) trade secrets and confidential, technical and business information, (ix) all rights to any of the foregoing provided by bilateral or international treaties or conventions, (x) all other intellectual property or proprietary rights, and (xi) all rights to sue or recover and retain damages and costs and attorneys’ fees for past, present and future infringement or misappropriation of any of the foregoing.

“Irish Competition Act” means the Irish Competition Act, 2002.

“IRS” means the U.S. Internal Revenue Service.

     “Knowledge” of any Person that is not an individual means the actual knowledge of any “executive officer” (as defined under the 1933 Act) of such Person after reasonable inquiry.

     “Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset. For purposes of this Agreement, a Person shall be deemed to own subject to a Lien, any property or asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.

     “Merger Consideration” means the consideration payable to holders of Company Stock pursuant to Section 2.02.

“NASD” means the National Association of Securities Dealers, Inc.

“NASDAQ” means The NASDAQ National Market.

     “New Parent Stock” means the common stock, par value $0.01 per share, of Parent from and after the Filing Time.

“1933 Act” means the U.S. Securities Act of 1933.

“1934 Act” means the U.S. Securities Exchange Act of 1934.

“OFCOM” means the U.K. Office of Communications.

“OFT” means the U.K. Office of Fair Trading.

7

     “Parent Balance Sheet” means the consolidated balance sheet of Parent as of the Parent Balance Sheet Date and the footnotes thereto set forth in the Parent 10-Q.

“Parent Balance Sheet Date” means June 30, 2005.

     “Parent Class B Redeemable Common Stock” means the Class B Redeemable common stock, par value $0.01 per share, of Parent created pursuant to the Charter Amendment.

     “Parent Communications Licenses” means all licenses, franchises, agreements, permits, registrations or other authorizations granted by any Governmental Authority to Parent or any of its Subsidiaries, or which Parent or any of its Subsidiaries takes the benefit of, under any Communications Laws, including all certificates of compliance which are required to be issued by or filed with OFCOM or any other Governmental Authority.

     “Parent Employee Plan” means, written or otherwise, (i) any “employee benefit plan”, as defined in Section 3(3) of ERISA, (ii) any employment, consultancy, severance or similar agreement, plan, arrangement or policy, (iii) any other plan, agreement or arrangement providing for compensation, bonuses, profit-sharing, stock option or other equity-based compensation or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), medical, dental, vision or prescription benefits, disability or sick leave benefits, life insurance, employee assistance program, workers’ compensation, supplemental unemployment benefits, severance benefits or post-employment, retirement or pension benefits (including compensation, pension and health, medical or life insurance benefits), including the U.K. Pension Scheme, or (iv) any loan; in each case, which is maintained, administered, sponsored or contributed to, by Parent, any of its Subsidiaries or any of their respective ERISA Affiliates and covers or extends to any current or former director, employee or independent contractor of Parent or any of its Subsidiaries or with respect to which Parent or any of its Subsidiaries has any liability.

     “Parent Facility Property” means any property on which any transit switch building or premise, head end or hub end building or premise, digital media center or similar facility, or network monitoring center or similar facility, in each case, of Parent or any of its Subsidiaries is located.

     “Parent Long-Term Incentive Plan” means Parent’s Long-Term Incentive Plan adopted by the stockholders of Parent at its annual meeting held on May 9, 2005.

     “Parent Material Adverse Effect” means (a) a material adverse effect on the financial condition, business, assets, liabilities, properties or results of operations of Parent and its Subsidiaries, taken as a whole, or (b) an effect which

8

prevents or materially delays or materially impairs the ability of Parent or Merger Subsidiary to consummate the transactions contemplated by this Agreement, excluding, in the case of clause (a), any such effect resulting from (i) changes generally affecting the industries in the United Kingdom in which Parent and its Subsidiaries operate except to the extent such changes disproportionately affect Parent and its Subsidiaries, (ii) changes generally affecting global economic conditions or financial markets in the United States or the United Kingdom, except to the extent such changes disproportionately affect Parent and its Subsidiaries, (iii) changes that are the result of acts of war or terrorism, except to the extent such changes disproportionately affect Parent and its Subsidiaries, (iv) any loss of, or adverse change in, the relationship of Parent and its Subsidiaries with their respective customers, employees or suppliers resulting from the pendency or the announcement of the transactions contemplated by this Agreement or the Original Merger Agreement, (v) the effects of any Flextech Group Restructuring or other action taken since the Original Merger Agreement Date or omitted to be taken at the direction or request of the Company, or (vi) the matters referred to in Section 1.01(a) of the Company Disclosure Schedule.

     “Parent Rights” means the preferred stock purchase rights issued pursuant to the Parent Rights Agreement.

     “Parent Rights Agreement” means the Rights Agreement dated as of March 25, 2004, between Parent and The Bank of New York, as Rights Agent thereunder.

     “Parent Stock” means the common stock, par value $0.01 per share, of Parent existing immediately prior to the Filing Time.

     “Parent 10-Q” means Parent’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2005.

     “Permitted Liens” means (i) Liens disclosed on the Parent Balance Sheet, (ii) Liens entered into pursuant to (A) the £1,550,000,000 Senior Facilities Agreement, dated December 21, 2004, between Telewest UK Limited, Telewest Communications Networks Limited, Telewest Global Finance LLC and the lenders thereunder, (B) the £250,000,000 Second Lien Facility Agreement, dated December 21, 2004, between Telewest UK Limited, Telewest Communications Networks Limited, Telewest Global Finance LLC and the lenders thereunder, and (C) the £130,000,000 Facilities Agreement, dated May 10, 2005, between Flextech Broadband Limited, Flextech Broadcasting Limited and the lenders thereunder, (iii) Liens for Taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Parent Balance Sheet), and (iv) Liens which do not materially detract from the value or materially interfere with any present or intended use of the property or assets to which such Lien relates.

9

     “Person” means an individual, corporation, body corporate, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

     “Progco” means UK Programme Distribution Limited, a company incorporated under the laws of England and Wales.

     “Reclassification Consideration” means, for each share of Parent Stock, (i) 0.2875 shares of New Parent Stock, together with cash in lieu of fractional shares of New Parent Stock (without interest), and (ii) one share of Parent Class B Redeemable Common Stock.

     “Redemption Consideration” means, for each share of Parent Class B Redeemable Common Stock, $16.25 in cash, without interest.

     “Relevant Benefits” has the meaning given to such term in Section 612(l) of the U.K. Income and Corporation Taxes Act 1988.

“Sarbanes-Oxley Act” means the U.S. Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

     “Senior Programme License Agreements” means (i) the Senior Programme License Agreement dated as of April 25, 1997 between Progco and BBC Worldwide Limited, as amended, and (ii) the Senior Programme License Agreement dated as of July 15, 2004 between Progco and BBC Worldwide Limited, as amended, or each of them as the context may require.

     “Significant Subsidiary” means, with respect to any Person, a Subsidiary of such Person that would constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X under the 1934 Act.

     “Subsidiary” means, (i) with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by such Person (for the avoidance of doubt, specifically excluding Front Row Limited and, with respect to Parent, the UKTV Group), and (ii) with respect to Parent, in addition to any entity that would be a Subsidiary pursuant to clause (i), any member of the UKTV Group.

     “Third Party” means any Person, including as defined in Section 13(d) of the 1934 Act (other than the Company or any of its controlled Affiliates, or Parent or any of its controlled Affiliates) and the directors, officers, employees, agents and advisors of such Person, in each case, acting in such capacity.

10

     “Transaction Consideration” means, for each share of Parent Stock, (i) 0.2875 shares of New Parent Stock, together with cash in lieu of fractional shares of New Parent Stock (without interest), and (ii) the Redemption Consideration.

     “U.K. Pension Scheme” means the Telewest Global Pension Plan or the trustees of such scheme from time to time, as the context determines.

     “UKTV Group” means each Person engaged in the business of supplying television programming and related services to those entities participating in the U.K. multi-channel television market and in which Parent and/or any of its Subsidiaries, on the one hand, and the British Broadcasting Corporation and/or any of its Affiliates, on the other hand, own any equity, ownership, profit, or voting interest, and any Subsidiary of any such Person; provided that, Progco and its Subsidiaries, if any, shall not be deemed to be members of the UKTV Group.

     “Warrants” means the Series A warrants of the Company to purchase shares of Company Stock.

     “Warrant Agreement” means the Series A Warrant Agreement dated as of January 10, 2003 between NTL Incorporated and Continental Stock Transfer and Trust Company, as Warrant Agent.

     (b) Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Merger	2.01(a)
Adjusted Company Option	2.05(a)
Adjusted Parent Option	2.04(a)
Adjusted Parent SAR	2.04(a)
Adjusted Restricted Stock Award	2.05(b)
Adjusted RSU Award	2.05(b)
Adverse Parent Recommendation Change	6.04
Agreement	Preamble
Certificates	2.03(a)
Claims	6.03(a)
Commitment Letter	5.19(a)
Company	Preamble
Company Board Recommendation	5.02(b)
Company Certificates	2.03(a)
Company Closing Per Share Amount	2.04(a)
Company Disclosure Schedule	Article 5
Company Financial Advisors	5.14
Company Indemnified Person	6.03(a)
Company License Consents	5.03
Company Restricted Stock Award	2.05(b)
Company RSU Award	2.05(b)

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Term	Section
Company Rule 145 Affiliate	7.03
Company SEC Documents	5.07(a)
Company Stock Options	2.05(a)
Company Stock Plans	2.05(a)
Company Stockholder Approval	5.02(a)
Company Stockholder Meeting	7.02
Company Subsidiary Securities	5.06(b)
Company U.S. Assets	5.03(b)
Confidentiality Agreement	6.08
Conversion Ratio	2.04(a)
Costs	6.03(a)
Effective Time	2.01(b)
End Date	10.01(b)
Excepted Employees	6.01(m)
Exchange Agent	2.03(a)
Filing Time	2.01(b)
Financing	5.19(a)
Flextech Transaction	6.10(a)
Flextech Transaction Party	6.10(a)
Joint Proxy Statement/Prospectus	4.09(b)
Lenders	5.19(a)
Merger Subsidiary	Preamble
Minister	8.01(b)
Original Merger Agreement	Preamble
Original Merger Agreement Date	Preamble
Original Merger Subsidiary	Preamble
Parent	Preamble
Parent Board Recommendation	4.02(b)
Parent Certificates	2.03(a)
Parent Closing Per Share Amount	2.04(a)
Parent Common Stock Redemption	Preamble
Parent Disclosure Schedule	Article 4
Parent Facility Lease	4.20(a)
Parent Financial Advisors	4.14(a)
Parent Indemnified Person	6.03(a)
Parent Insurance Policies	4.23
Parent Joint Venture Agreement	4.06(d)
Parent Joint Venture Entity	4.06(d)
Parent Joint Venture Securities	4.06(d)
Parent License Consents	4.03
Parent Material Contract	4.20(b)
Parent SARs	2.04(a)
Parent SEC Documents	4.07
Parent Securities	4.05(b)
Parent Stock Options	2.04(a)

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Term	Section
Parent Stock Plan	4.05(a)
Parent Stockholder Approval	4.02(a)
Parent Stockholder Meeting	6.04
Parent Subsidiary Securities	4.06(b)
Surviving Corporation	2.01(a)
Parent U.S. Assets	4.03(c)
Payment Event	11.04(b)
Predecessor Company	5.08
Prior Plan	6.07(b)
Registration Statement	4.09(a)
Regulatory Material Adverse Effect	8.01(d)
Representatives	6.08
Superior Proposal	6.08
Surviving Corporation	2.01(a)
Tax	4.16(k)
Tax Return	4.16(k)
Tax Sharing Agreements	4.16(k)
Taxing Authority	4.16(k)
TUPE	4.17(j)
Uncertificated Company Shares	2.03(a)
Uncertificated Parent Shares	2.03(a)
Uncertificated Shares	2.03(a)
U.S. Disclosure Filings	8.02(a)
Whitewash Procedure	6.10(b)

     Section 1.02. Other Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein, provided that any information disclosed in an Exhibit or Schedule shall not be construed to mean that such information is required to be disclosed by this Agreement (except where such information is affirmatively required to be so disclosed). Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute are to that statute, as amended from time to time,

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and to the rules and regulations promulgated thereunder. References to any agreement or contract (including terms that are defined in this Agreement) are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that, with respect to any agreement or contract listed on any Schedules annexed hereto, all such amendments, modifications or supplements must also be listed in such Schedules. References to any Person include the successors and permitted assigns of that Person. References to the parties mean the parties to this Agreement, unless otherwise specified. References from or through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Applicable Law. References in this Agreement to any United States legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than that of the United States, be deemed to include what most nearly approximates in that jurisdiction to the United States legal term. References in this Agreement to “the date hereof” or “the date of this Agreement” shall refer to December 14, 2005. For the avoidance of doubt, (i) references in this Agreement to “the transactions contemplated by this Agreement” and similar references shall be deemed to include the transactions contemplated by the Charter Amendment (including the Parent Common Stock Redemption), and (ii) the covenants contained in this Agreement shall be deemed to have been effective and binding obligations from the Original Merger Agreement Date (other than those covenants to the extent relating to Merger Subsidiary, the Charter Amendment, the reclassification of Parent Stock contemplated by the Charter Amendment, or the Parent Common Stock Redemption, which covenants shall be effective and binding obligations as of the date hereof).

ARTICLE 2
THE RECLASSIFICATION AND THE MERGER

     Section 2.01. The Reclassification and the Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with Delaware Law and the Delaware LLC Act, whereupon the separate existence of Merger Subsidiary shall cease and the Company shall be the surviving entity in the Merger (the “Surviving Corporation”).

     (b) As soon as practicable (and, in any event, within five Business Days) after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger set forth in Article 9, other than conditions that by their nature are to be satisfied at the Effective Time and will in fact be satisfied at the Effective Time, (i) Parent shall file the Charter Amendment with the Delaware Secretary of State and make all other filings or recordings required by Delaware Law in connection with the Charter Amendment, and (ii) simultaneously, the Company

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and Merger Subsidiary shall file a certificate of merger with the Delaware Secretary of State and make all other filings or recordings required by Delaware Law and the Delaware LLC Act in connection with the Merger. The Charter Amendment shall become effective at such time as it is duly filed with the Delaware Secretary of State (or such later time as may be agreed by the parties in writing and specified in the Charter Amendment) (such time, the “Filing Time”). The certificate of merger shall specify that the Merger shall become effective immediately after the Filing Time (such effective time, the “Effective Time”). The Company and Merger Sub each agrees that it shall not, without the prior written consent of Parent, in the case of any action by the Company, or without the written consent of the Company, in the case of any action by Merger Sub, take any action to terminate, amend or withdraw the certificate of merger.

     (c) From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law and the Delaware LLC Act.

     Section 2.02. Conversion of Shares in the Merger; Treatment of Warrants. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:

     (i) except as otherwise provided in Section 2.02(a)(ii), each share of Company Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive 2.5 shares of New Parent Stock, together with cash in lieu of fractional shares of New Parent Stock (without interest);

     (ii) each share of Company Stock held by the Company as treasury stock immediately prior to the Effective Time shall be canceled and shall cease to exist, and no payment shall be made with respect thereto; and

     (iii) the limited liability company interests in Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become, in aggregate, 1,000 shares of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

     (b) At the Effective Time, pursuant to the terms and subject to the conditions contained in the Warrant Agreement, the Warrants shall automatically become exercisable for shares of New Parent Stock. Concurrently with the Effective Time, Parent and the Company shall enter into a supplemental warrant agreement with the Warrant Agent pursuant to the Warrant Agreement in the form attached hereto as Exhibit C providing for certain adjustments to the Warrants as specified in, and as required by, the Warrant Agreement.

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     Section 2.03. Surrender and Payment of Shares in the Reclassification and the Merger. (a) Prior to the Effective Time, the Company, with Parent’s prior approval (which shall not be unreasonably withheld or delayed), shall select an agent (the “Exchange Agent”), which shall be appointed by Parent on terms and conditions determined by the Company and reasonably acceptable to Parent, for the purpose of exchanging (i) for the Transaction Consideration (A) certificates that immediately prior to the Filing Time represented shares of Parent Stock (the “Parent Certificates”), and (B) uncertificated shares of Parent Stock (the “Uncertificated Parent Shares”), and (ii) for the Merger Consideration (A) certificates that immediately prior to the Effective Time represented shares of Company Stock (the “Company Certificates,” and together with the Parent Certificates, the “Certificates”), and (B) uncertificated shares of Company Stock (the “Uncertificated Company Shares,” and together with the Uncertificated Parent Shares, the “Uncertificated Shares”). Concurrently with the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent for the benefit of the holders of shares of Parent Stock and Company Stock, as applicable, in such manner as may be reasonably requested by the Company, (i) subject to Parent’s option (as directed by the Company) in Section 2.03(b) to provide uncertificated book-entry shares, certificates representing shares of New Parent Stock constituting that portion of the Reclassification Consideration pursuant to the Charter Amendment, (ii) a cash amount in immediately available funds equal to the aggregate Redemption Consideration, and (iii) subject to Parent’s option (as directed by the Company) in Section 2.03(b) to provide uncertificated book-entry shares, certificates representing shares of New Parent Stock into which shares of Company Stock are converted in the Merger, in each case, for exchange in accordance with this Article 2. The New Parent Stock and the Parent Class B Redeemable Common Stock into which shares of Parent Stock are reclassified pursuant to the Charter Amendment shall be deemed to have been outstanding (but not further reclassified) or issued, as applicable, at the Filing Time, and the New Parent Stock into which shares of Company Stock are converted pursuant to the Merger shall be deemed to have been issued at the Effective Time. The Parent Class B Redeemable Common Stock shall only be issued in book-entry form and shall not be transferable. Prior to the Filing Time, Parent shall cause the transfer agent for the shares of Parent Stock to instruct the Exchange Agent or another financial institution reasonably acceptable to the Company to hold in trust (pending the Parent Common Stock Redemption) the shares of Parent Class B Redeemable Common Stock created pursuant to the Charter Amendment for the benefit of each holder of Parent Stock immediately prior to the Filing Time. Promptly (and, in any event, within two Business Days) after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each holder of shares of Parent Stock at the Filing Time and to each holder of shares of Company Stock at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent in accordance with the procedures set forth in the letter of transmittal) for use in such exchange, such

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letter of transmittal and instructions to be in such form and have such other provisions as Parent and the Company may reasonably agree.

     (b) After the Effective Time, each holder of shares of Parent Stock that have been reclassified pursuant to the Charter Amendment shall be entitled to receive the Transaction Consideration in respect of Parent Stock represented by a Parent Certificate or Uncertificated Parent Share, upon (i) surrender to the Exchange Agent of a Parent Certificate, together with a properly completed letter of transmittal; or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Parent Shares. Each holder of shares of Company Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Stock represented by a Company Certificate or Uncertificated Company Share, upon (i) surrender to the Exchange Agent of a Company Certificate, together with a properly completed letter of transmittal; or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Company Shares. Any shares of New Parent Stock constituting part of the Transaction Consideration or the Merger Consideration, at Parent’s option (as directed by the Company), shall be in uncertificated book-entry form, unless a physical certificate is required under Applicable Law. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive the Transaction Consideration or the Merger Consideration, as the case may be.

     (c) If any portion of the Transaction Consideration or the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred, and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable.

     (d) From and after the Effective Time, there shall be no further registration of transfers of shares of Parent Stock or Company Stock. If, after the Effective Time, Certificates are surrendered to or Uncertificated Shares are transferred to Parent or the Surviving Corporation, they shall be canceled and exchanged for the Transaction Consideration or the Merger Consideration, as the case may be, provided for, and in accordance with the procedures set forth, in this Article 2.

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     (e) Any portion of the Transaction Consideration or the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Parent Stock or Company Stock, as the case may be, six months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Parent Stock or Company Stock for the Transaction Consideration or the Merger Consideration, as the case may be, in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent for payment of the Transaction Consideration or the Merger Consideration, as the case may be, and any dividends and distributions with respect thereto, in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Parent Stock or Company Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Parent Stock or Company Stock one Business Day prior to such time when such amounts would otherwise escheat to or become property of any Governmental Authority, shall become, to the extent permitted by Applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

     (f) No dividends or other distributions with respect to any securities of Parent constituting part of the Transaction Consideration or the Merger Consideration, as the case may be, and no cash payment in lieu of fractional shares as provided in Section 2.08 and in the Charter Amendment, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section 2.03. Following such surrender or transfer, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.08 and the Charter Amendment and the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such securities, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

     Section 2.04. Parent Stock Options and Other Equity Awards. (a) The terms of each outstanding option to purchase shares of Parent Stock (“Parent Stock Options”) or stock appreciation right with respect to Parent Stock (“Parent SARs”) granted under the Parent Stock Plan, whether or not exercisable or vested, shall be adjusted to provide that, at the Effective Time, each Parent Stock Option or Parent SAR, as applicable, outstanding immediately prior to the Effective Time shall be automatically converted into an option to acquire, or stock appreciation right with respect to (each such option, as so adjusted, an “Adjusted Parent Option” and each such stock appreciation right, as so adjusted, an “Adjusted

18

Parent SAR”), on the same terms and conditions (including as to exercisability and vesting, taking into account, any acceleration resulting from the Merger) as were applicable under such Parent Stock Option, or Parent SAR, as applicable, the number of shares of New Parent Stock equal to (i) the number of shares of Parent Stock subject to such Parent Stock Option or Parent SAR, as applicable, multiplied by (ii) the Conversion Ratio, at a price per share of New Parent Stock equal to (A) the aggregate exercise price or base price for such Parent Stock Option or Parent SAR (which, with respect to the Parent SAR listed on Section 2.04 of the Parent Disclosure Schedule shall be zero), as applicable, divided by (B) the number of shares of New Parent Stock to which such Adjusted Parent Option or Adjusted Parent SAR is subject prior to application of rounding down of any fractional shares as described below; provided that (x) any fractional share of New Parent Stock resulting from an aggregation of all the shares of a holder subject to such Parent Stock Option or Parent SAR, as applicable, shall be rounded down to the nearest whole share and (y) the exercise price or base price of any Adjusted Parent Option or Adjusted Parent SAR, as applicable, shall be rounded up to the nearest whole cent. and provided further that any such exercise or base price of an Adjusted Parent Option or Adjusted Parent SAR shall not be less than the par value of New Parent Stock For purposes of this Section 2.04, “Conversion Ratio” means (I) the Parent Closing Per Share Amount (as defined below) divided by (II)(a) the closing price of a share of Company Stock on NASDAQ, as reported in the New York City edition of The Wall Street Journal, on the trading day immediately preceding the Closing Date divided by (b) 2.5 (the “Company Closing Per Share Amount”). For purposes of this Section 2.04, “Parent Closing Per Share Amount” means the sum of (1) $16.25 plus (2) 0.2875 multiplied by the Company Closing Per Share Amount.

     (b) At the Filing Time, all shares of Parent restricted stock granted under the Parent Stock Plan outstanding as of the Filing Time that are then subject to restrictions and a substantial risk of forfeiture shall no longer be restricted or subject to risk of forfeiture and shall be automatically converted into the right to receive the Reclassification Consideration (and at the Effective Time the Parent Class B Redeemable Common Stock portion of the Reclassification Consideration shall be automatically converted into the right to receive the Redemption Consideration).

     (c) Prior to the Effective Time, Parent shall (i) obtain any consents from holders of Parent Stock Options or Parent SARs, and (ii) make any appropriate amendments to the terms of the Parent Stock Plan, and the Board of Directors of Parent shall adopt appropriate resolutions, that, in the case of either clauses (i) or (ii), are necessary to give effect to the transactions contemplated by this Section 2.04. Notwithstanding any other provision of this Section 2.04, payment may be withheld in respect of any Parent Stock Option or Parent SAR, as applicable, until such necessary consents are obtained.

     Section 2.05. Company Stock Options and Other Equity Awards. (a) The terms of each outstanding option to purchase shares of Company Stock

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(“Company Stock Options”) granted under the Company’s 2003 Stock Option Plan or the Company’s 2004 Stock Incentive Plan (collectively, the “Company Stock Plans”), whether or not exercisable or vested, shall be adjusted to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be automatically converted into an option to acquire (each such option, as so adjusted, an “Adjusted Company Option”), on the same terms and conditions (including as to exercisability and vesting) as were applicable under such Company Stock Option, the number of shares of New Parent Stock equal to (i) the number of shares of Company Stock subject to such Company Stock Option multiplied by (ii) 2.5, at a price per share of New Parent Stock equal to (A) the aggregate exercise price for such Company Stock Option divided by (B) the number of shares of New Parent Stock to which such Adjusted Company Option is subject prior to application of rounding down of any fractional shares as described below; proveded that (x) any fractional share of New Parent Stock resulting from an aggregation of all the shares of a holder subject to such Company Stock Option shall be rounded down to the nearest whole share and (y) the exercise price of any Adjusted Company Option shall be rounded up to the nearest whole cent, and provided further that any such exercise price of an Adjusted Company Option shall not be less than the par value of a share of New Parent Stock.

     (b) At the Effective Time, each award of Company restricted stock granted under the Company Stock Plans outstanding as of the Effective Time that is then subject to restrictions and a substantial risk of forfeiture (“Company Restricted Stock Award”) and each award of Company restricted stock units granted under the Company Stock Plans outstanding as of the Effective Time (“Company RSU Award”) shall be automatically converted into an equivalent award based upon shares of New Parent Stock (each such award of restricted stock, as so adjusted, an “Adjusted Restricted Stock Award” and each such restricted stock unit award, as so adjusted, an “Adjusted RSU Award”) on the same terms and conditions as applied to such Company Restricted Stock Award or Company RSU Award, as applicable, immediately prior to the Effective Time. The number of shares of New Parent Stock subject to such Adjusted Restricted Stock Award or Adjusted RSU Award, as applicable, shall be equal to the number of shares of Company Stock subject to such Company Restricted Stock Award or Company RSU Award, as applicable, multiplied by 2.5; provided that any fractional share of New Parent Stock resulting from an aggregation of all the shares of a holder subject to such Company Restricted Stock Award or Company RSU Award, as applicable, shall be rounded to the nearest whole share.

     Section 2.06. Registration Statement. Parent shall, at the direction of the Company, take such actions as are necessary for the assumption of the Adjusted Company Options pursuant to Section 2.05, including the reservation, issuance and listing of New Parent Stock as is necessary to effectuate the transactions contemplated by Section 2.04 and Section 2.05. Parent shall, at the direction of the Company, prepare and file with the SEC a registration statement on an

20

appropriate form, or a post-effective amendment to a registration statement previously filed under the 1933 Act, with respect to the shares of New Parent Stock subject to the Adjusted Company Options and, where applicable, shall, at the direction of the Company, use its reasonable best efforts to have such registration statement declared effective as soon as practicable following the Effective Time and to maintain the effectiveness of such registration statement covering such Adjusted Company Options for so long as such adjusted options remain outstanding.

     Section 2.07. Adjustments. If, during the period between the Original Merger Agreement Date and the Effective Time, any change in the outstanding shares of capital stock of the Company or Parent shall occur by reason of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, any stock dividend thereon with a record date during such period, or any similar event (other than pursuant to and as set forth in the Charter Amendment), the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted.

     Section 2.08. Fractional Shares. No fractional shares of New Parent Stock shall be issued pursuant to the Charter Amendment or as a reslt of the Merger. All fractional shares of New Parent Stock that a holder of shares of Parent Stock would otherwise be entitled to receive as a result of the Charter Amendment or that a holder of shares of Company Stock would otherwise be entitled to receive as a result of the Merger shall be aggregated and if a fractional share results from such aggregation, such holder shall be entitled to receive, in lieu thereof, an amount in cash without interest determined by multiplying the Company Closing Per Share Amount by the fraction of a share of New Parent Stock to which such holder would otherwise have been entitled.

     Section 2.09. Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of national, federal, state or local Tax law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Stock in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

     Section 2.10. Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving Corporation, as the case may be, the posting by such Person of a bond, in such reasonable amount as Parent or the Surviving Corporation, as the case may be, may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Transaction Consideration or the

21

Merger Consideration to be paid in respect of the shares of Parent Stock or Company Stock, as the case may be, represented by such Certificate, as contemplated by the Charter Amendment and this Article 2.

     Section 2.11. Alternative Merger Structure. Notwithstanding any other provision of this Agreement to the contrary, the parties hereto agree that the Company may, at any time prior to the occurrence of the events referred to in clauses (i) and (ii) of Section 2.01(b), elect by serving a written notice to Parent to effect the Merger as a merger of the Company with and into Merger Sub with Merger Sub as the surviving entity in the merger so long as such election does not delay the Merger, adversely affect the Financing or adversely affect the stockholders or directors of Parent. In such event, the parties hereto agree that they will amend this Agreement to reflect the structure of that alternative merger while maintaining, as closely as possible, the substance of the agreements herein (except for the economic substance, which shall remain the same).

ARTICLE 3
SURVIVING CORPORATION

     Section 3.01. Certificate of Incorporation. The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation and, at the Effective Time, such certificate of incorporation shall be amended to change the name of the Surviving Corporation to NTL Holdings Inc.

     Section 3.02. Bylaws. The bylaws of the Company in effect at the Effective Time shall be the bylaws of the Surviving Corporation.

     Section 3.03. Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time (which directors shall be selected by the Company in its sole discretion and appointed by Parent immediately prior to the Effective Time) shall be the directors of the Surviving Corporation, and (ii) the officers of Merger Subsidiary at the Effective Time (which officers shall be selected by the Company in its sole discretion and appointed by Parent immediately prior to the Effective Time) shall be the officers of the Surviving Corporation.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PARENT

     Except as set forth in the Parent Disclosure Schedule dated as of the Original Merger Agreement Date and delivered to the Company on the date hereof (the “Parent Disclosure Schedule”), Parent represents and warrants to the Company on the Original Merger Agreement Date (or, to the extent relating to Merger Subsidiary, the Charter Amendment, the reclassification of Parent Stock

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contemplated by the Charter Amendment, the Parent Common Stock Redemption, the Merger Consideration, or the opinions of the Parent Financial Advisors, on the date hereof) and as of the Effective Time as follows (it being agreed that, for purposes of this Article 4, those representations and warranties that pertain to any Subsidiary of Parent that is a member of the UKTV Group shall be deemed to have been made to the Knowledge of Parent):

     Section 4.01. Corporate Existence and Power. Each of Parent and Merger Subsidiary is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all corporate or limited liability company powers, as the case may be, and all Governmental Authorizations required to carry on its business as now conducted, except for those Governmental Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Prior to the Original Merger Agreement Date (or, in the case of Merger Subsidiary, the date hereof), Parent has made available to the Company true and complete copies of the certificate of incorporation and bylaws of Parent, and the certificate of formation and limited liability company agreement of Merger Subsidiary, in each case, as currently in effect. Since the date of its formation, Merger Subsidiary has not engaged in any activities other than in connection with or as contemplated by this Agreement.

     Section 4.02. Corporate Authorization. (a) The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate and limited liability company powers of Parent and Merger Subsidiary, respectively, and, except for obtaining the Parent Stockholder Approval, approval of the Charter Amendment by Parent’s Board of Directors and the adoption of this Agreement by the sole member of Merger Subsidiary, have been duly authorized by all necessary corporate or limited liability company action on the part of Parent and Merger Subsidiary. The affirmative vote of the holders of (i) a majority of the total votes cast in person or by proxy at the Parent Stockholder Meeting in favor of the approval of the issuance of New Parent Stock in the Merger, and (ii) a majority of the outstanding shares of Parent Stock in favor of the Charter Amendment (collectively, the “Parent Stockholder Approval”) are the only votes of the holders of any of Parent’s capital stock necessary in connection with the consummation of the Merger or the approval of the Charter Amendment. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, enforceable against each of Parent and Merger Subsidiary in accordance with its terms, except (i) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or

23

affecting creditors’ rights, and (ii) for the limitations imposed by general principles of equity.

     (b) At a meeting duly called and held, Parent’s Board of Directors has (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Parent’s stockholders (other than any affiliates of the Company), (ii) approved and adopted this Agreement and the transactions contemplated hereby, (iii) approved and adopted the Charter Amendment and the transactions contemplated thereby, and (iv) resolved (subject to Section 6.04) to recommend (A) approval of the Charter Amendment by Parent’s stockholders (other than any affiliates of the Company) and (B) approval of the issuance of New Parent Stock in the Merger by Parent’s stockholders (other than any affiliates of the Company) (such recommendations are collectively referred to as, the “Parent Board Recommendation”).

     Section 4.03. Governmental Authorization. (a) The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby require no action by or in respect of, or filing with, any Governmental Authority, other than (i) the filing of the Charter Amendment with the Delaware Secretary of State, (ii) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business, (iii) the appropriate notifications, filings and communications pursuant to (x) the merger control provisions of the Enterprise Act and (y) the Irish Competition Act, (iv) compliance with any applicable requirements of the 1933 Act, the 1934 Act, and any other applicable securities laws, (v) the appropriate applications, filings and notices to, and approval of, NASDAQ, (vi) the appropriate notices to, or consents, waivers or confirmations from, OFCOM or any other relevant Governmental Authority in connection with any Parent Communications License (collectively, “Parent License Consents”), and (vii) any actions or filings the failure of which to take or make would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

     (b) Section 4.03(b) of the Parent Disclosure Schedule sets forth all material Parent License Consents other than those Parent License Consents that require only that notices be given in connection with this Agreement and the transactions contemplated hereby.

     (c) Each of the aggregate amount of the book value of Parent’s and its Subsidiaries’ assets located in the United States (the “Parent U.S. Assets”) and the fair market value of the Parent U.S. Assets is less than $53.1 million. During Parent’s most recently completed fiscal year, the aggregate amount of Parent’s and its Subsidiaries’ sales in or into the United States was less than $53.1 million.

     Section 4.04. Non-contravention. (a) The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the

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consummation by Parent and Merger Subsidiary of the transactions contemplated hereby do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of Parent or the certificate of formation or limited liability company agreement of Merger Subsidiary, (ii)(A) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of any of Parent’s Significant Subsidiaries (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), or (B) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of any of Parent’s Subsidiaries other than its Significant Subsidiaries or Merger Subsidiary (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), (iii) assuming compliance with the matters referred to in Section 4.03, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law, (iv) assuming compliance with the matters referred to in Section 4.03, require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under (A) any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries, or (B) any Parent Communications License or other Governmental Authorization held by, affecting, or relating in any way to, the assets or business of Parent or any of its Subsidiaries, or (v) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only those exceptions in the case of clauses (ii)(B) and (iii)-(v) as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (which term shall be interpreted, for purposes of this Section 4.04, without clauses (iv) and (vi) in the definition thereof).

     Section 4.05. Capitalization. (a) The authorized capital stock of Parent consists of 1,000,000,000 shares of Parent Stock and 5,000,000 shares of preferred stock, par value $0.01 per share (of which 1,000,000 shares have been designated as Series A Junior Participating Preferred Stock and reserved for issuance upon exercise of the Parent Rights). As of the close of business on September 29, 2005, there were outstanding (i) 245,568,588 shares of Parent Stock (not including any treasury shares or restricted shares), (ii) the Parent Rights (which have not separated from the Parent Stock), (iii) no shares of preferred stock of Parent, (iv) 1,474 treasury shares of Parent Stock, (v) stock options to purchase an aggregate of 9,273,916 shares of Parent Stock, (vi) 92,793 restricted shares of Parent Stock, and (vii) 245,000 stock appreciation rights of Parent. All outstanding shares of capital stock of Parent have been, and all shares that may be issued pursuant to Parent’s 2004 Stock Incentive Plan (the “Parent Stock Plan”) and the Parent Long-Term Incentive Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, and are, or, in the case of shares that may be issued pursuant to the Parent Stock

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Plan or the Parent Long-Term Incentive Plan, will be when issued in accordance with the respective terms thereof, fully paid and nonassessable. No Subsidiary of Parent owns any shares of capital stock of Parent. Section 4.05(b) of the Parent Disclosure Schedule sets forth as of the close of business on September 29, 2005 a true and complete list of (i) all outstanding Parent Stock Options, including with respect to each such option, the name of the holder, whether the option is an incentive stock option or a non-qualified stock option, the exercise price, the grant date and the vesting schedule, (ii) all outstanding restricted shares of Parent Stock, including with respect to each such restricted share, the name of the holder, the grant date and the vesting schedule, and (iii) all outstanding stock appreciation rights of Parent, including with respect to each such stock appreciation right, the name of the holder, the base price, the grant date and the vesting schedule. A true and complete copy of the Parent Rights Agreement as in effect as of the Original Merger Agreement Date was made available to the Company prior to the Original Merger Agreement Date. Parent is not a party to any voting agreement with respect to the voting of Parent Stock. The Parent Stock Plan and the Parent Long-Term Incentive Plan are the only plans or programs Parent or any of its Subsidiaries has maintained under which stock options, restricted stock, stock appreciation rights or other compensatory equity-based awards have been or may be granted.

     (b) Except as set forth in this Section 4.05 and for changes since September 29, 2005 resulting from the exercise of Parent Stock Options outstanding on such date or the issuance of Parent Stock Options or shares of Parent Stock as permitted by this Agreement or as contemplated by the Charter Amendment, there are no outstanding (i) shares of capital stock of, or other voting securities or ownership interests in, Parent, (ii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable for shares of capital stock of, or other voting securities or ownership interests in, Parent, (iii) options or other rights to acquire from Parent or any Subsidiary of Parent, or other obligation of Parent or any Subsidiary of Parent to issue, any capital stock of, or other voting securities or ownership interests in, or any securities convertible into or exchangeable for, capital stock of, or other voting securities or ownership interests in, Parent, or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, Parent (the items in clauses (i)-(iv) being referred to collectively as the “Parent Securities”). Except as set forth in the Charter Amendment, there are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Parent Securities.

     (c) The shares of New Parent Stock to be issued as part of the Reclassification Consideration and the Merger Consideration have been duly authorized (subject to receipt of the Parent Stockholder Approval) and, when

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issued and delivered in accordance with the terms of this Agreement and the Charter Amendment, will have been validly issued and will be fully paid and nonassessable, and the issuance thereof is not subject to any preemptive or other similar right. The shares of Parent Class B Redeemable Common Stock to be issued as part of the Reclassification Consideration, when issued and delivered in accordance with the Charter Amendment, will have been validly issued and will be fully paid and nonassessable and the issuance thereof will not be subject to any preemptive or other similar right.

     Section 4.06. Subsidiaries; Joint Venture Entities. (a) Each Subsidiary of Parent is a company or other business entity duly incorporated or organized (as applicable), validly existing and (to the extent applicable) in good standing under the laws of its jurisdiction of organization, has all corporate (or other organizational) powers and all Governmental Authorizations required to carry on its business as now conducted, with such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each such Subsidiary is duly qualified to do business as a foreign business entity and (to the extent applicable) is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified or in good standing (to the extent applicable) would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 4.06(a) of the Parent Disclosure Schedule sets forth (i) a list of all material Subsidiaries of Parent (other than the UKTV Group) which are not wholly owned by Parent, directly or indirectly, and (ii) Parent’s ownership interest therein. Prior to the Original Merger Agreement Date, Parent made available to the Company true and complete copies of all certificates of incorporation, by-laws, partnership agreements, limited liability company agreements, share registers or other comparable documents relating to those material Subsidiaries (other than the UKTV Group) which are not wholly owned by Parent.

     (b) For purposes of this Section 4.06(b), clause (ii) of the definition of “Subsidiary” shall be omitted. All of the outstanding shares of capital stock of, or other voting securities or ownership interests in, each Subsidiary of Parent is owned by Parent, directly or indirectly, free and clear of any Lien (other than Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests) and, in the case of shares in Subsidiaries which are incorporated in England and Wales or Scotland, are fully paid and have been validly allotted. There are no outstanding (i) securities of Parent or any Subsidiary of Parent convertible into or exchangeable for shares of capital stock of, or other voting securities or ownership interests in, any Subsidiary of Parent, (ii) options or other rights to acquire from Parent or any Subsidiary of Parent, or other obligation of Parent or any Subsidiary of Parent to issue, any capital stock of, or other voting securities or ownership interests in, or any securities convertible into or exchangeable for, capital stock of, or other

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voting securities or ownership interests in, any Subsidiary of Parent, or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, any Subsidiary of Parent (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Parent Subsidiary Securities”). There are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem, cancel or otherwise acquire any of the Parent Subsidiary Securities.

     (c) Section 4.06(c) of the Parent Disclosure Schedule sets forth all Subsidiaries of Parent (other than any member of the UKTV Group) engaged in the business of producing, commissioning and/or supplying television programming and related services to any distribution platform within the United Kingdom.

     (d) Section 4.06(d) of the Parent Disclosure Schedule sets forth (i) the name of (A) each Person (other than any Subsidiary of Parent and Front Row Limited) in which Parent and/or any of its Subsidiaries, on the one hand, and any other Person, on the other hand, own any equity, ownership, profit, voting or other interest, in each case, that is material, and (B) each member of the UKTV Group (each Person referred to this clause (i), a “Parent Joint Venture Entity”), (ii) the number of shares of capital stock of, or other voting securities or ownership interests in, each Parent Joint Venture Entity (collectively, the “Parent Joint Venture Securities”) held by Parent, directly or indirectly, and (iii) for each Parent Joint Venture Entity, the outstanding Parent Joint Venture Securities in such entity. Except as provided in the Parent Joint Venture Agreements, all of the Parent Joint Venture Securities owned by Parent, directly or indirectly, are owned free and clear of any Lien (other than Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). Parent has made available to the Company true and complete copies of all Parent Joint Venture Agreements prior to the Original Merger Agreement Date to which Parent or its Subsidiaries are a party. For purposes of this Agreement, a “Parent Joint Venture Agreement” is any partnership, joint venture, shareholder or a similar agreement providing for the sharing of any profits, losses or liabilities, including each agreement relating to the formation, creation, equity or other ownership interests, operation, management or control of any Parent Joint Venture Entity (which term shall be interpreted for this purpose only without the materiality qualifier in clause (A) thereof) and the rights or obligations of any Person owning any Parent Joint Venture Securities (including all certificates of incorporation, bylaws, partnership agreements and operating agreements).

     Section 4.07. SEC Filings; Sarbanes-Oxley Act. (a) Parent has made available to the Company true, accurate and complete copies of (i) Parent’s annual report on Form 10-K for its fiscal year ended December 31, 2004, (ii) Parent’s quarterly reports on Form 10-Q for its fiscal quarters ended March 31,

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2005, and June 30, 2005, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of Parent held (or actions taken without a meeting by such stockholders) since December 31, 2003, and (iv) all of its other reports, statements, schedules, registration statements and other documents filed with (or furnished on Form 8-K to) the SEC since December 31, 2003 (the documents referred to in clauses (i)-(iv) above, collectively, the “Parent SEC Documents”).

     (b) As of the date it was filed with (or furnished on Form 8-K to) the SEC, each Parent SEC Document complied, and each such Parent SEC Document filed (or furnished on Form 8-K) subsequent to the Original Merger Agreement Date will comply, as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be.

     (c) As of the date it was filed with (or furnished on Form 8-K to) the SEC (or, if amended or superseded by a document prior to the Original Merger Agreement Date, on the date such document was filed with (or furnished on Form 8-K to) the SEC), each Parent SEC Document filed (or furnished on From 8-K) pursuant to the 1934 Act did not, and each such Parent SEC Document filed (or furnished on Form 8-K) subsequent to the Original Merger Agreement Date will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

     (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

     (e) Parent is in compliance in all material respects with (i) the applicable provisions of the Sarbanes-Oxley Act, and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ.

     (f) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the 1934 Act.

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     (g) Parent maintains internal control over financial reporting (as defined in Rule 13a-15 under the 1934 Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on its financial statements. Prior to the Original Merger Agreement Date (or, with respect to evaluations first made after the Original Merger Agreement Date, promptly after the date of such evaluations), Parent has disclosed, based on the most recent evaluation of its acting chief executive officer and its chief financial officer, to Parent’s auditors and the audit committee of the Board of Directors of Parent (A) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and has identified for Parent’s auditors and the audit committee of the Board of Directors of Parent any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Prior to the Original Merger Agreement Date (or, with respect to disclosures or communications first made after the Original Merger Agreement Date, promptly after they are made), Parent has made available to the Company (i) a summary of any such disclosure made by management to Parent’s auditors and audit committee since December 31, 2004 and (ii) any material communication since December 31, 2004 made by management or Parent’s auditors to the audit committee required or contemplated by the listing standards of NASDAQ, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board.

     Section 4.08. Financial Statements. The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Parent SEC Documents fairly present, in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), the consolidated financial position of Parent and its consolidated Subsidiaries (or Parent’s predecessor company, Telewest Communications plc, and its Subsidiaries, as the case may be) as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements, which adjustments are not, individually or in the aggregate, material).

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     Section 4.09. Information Supplied. (a) The information to be supplied by or on behalf of Parent for inclusion or incorporation by reference in the registration statement on Form S-4 of Parent (together with any amendments or supplements thereto, the “Registration Statement”) pursuant to which the shares of New Parent Stock issuable in connection with the Merger and, if applicable, the shares of New Parent Stock and/or Parent Class B Redeemable Common Stock issuable pursuant to the Charter Amendment will be registered with the SEC pursuant to the 1933 Act shall not (i) at the time the Registration Statement is filed with the SEC, (ii) at any time it is amended or supplemented, or (iii) at the time it is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading.

     (b) The information to be supplied by or on behalf of Parent for inclusion or incorporation by reference in the joint proxy statement/prospectus (together with any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) to be sent to the stockholders of the Company in connection with the Company Stockholder Meeting and to the stockholders of Parent in connection with the Parent Stockholder Meeting, to be included in the Registration Statement to be filed with the SEC, shall not (i) at the time the Joint Proxy Statement/Prospectus is filed with the SEC, (ii) at the time it is mailed to the stockholders of the Company and Parent, (iii) at the time of the Company Stockholder Meeting and the Parent Stockholder Meeting, or (iv) at the Filing Time or the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading.

     Section 4.10. Absence of Certain Changes. Since the Parent Balance Sheet Date, the business of Parent and its Subsidiaries has been conducted in the ordinary course consistent with past practices and there has not been:

     (a) any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; or

     (b) any action taken by Parent or any of its Subsidiaries from the Parent Balance Sheet Date through the Original Merger Agreement Date that, if taken during the period from the Original Merger Agreement Date through the Effective Time, would constitute a breach of any of clauses (b)(iii), (e), (f), (g), (h)(A), (i), (j), (m), (n), (o), or (p) (or clause (u) as it relates to any of the foregoing clauses) of the second sentence of Section 6.01.

     Section 4.11. No Undisclosed Material Liabilities. There are no liabilities or obligations of Parent or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is

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no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, other than:

     (a) liabilities or obligations disclosed and provided for in the Parent Balance Sheet or in any notes thereto;

     (b) liabilities or obligations incurred in the ordinary course of business since the Parent Balance Sheet Date in amounts consistent with past practices; and

     (c) liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

     Section 4.12. Compliance with Laws. (a) Parent and each of its Subsidiaries is, and since December 31, 2002 has been, in compliance with all Governmental Authorizations and all Applicable Laws, except for failures to comply that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. To the Knowledge of Parent, as of the Original Merger Agreement Date neither Parent nor any of its Subsidiaries is under investigation with respect to or has been threatened to be charged with or given notice of any material violation of any material Governmental Authorization or any material Applicable Law.

     (b) To the Knowledge of Parent, each material Governmental Authorization of Parent and its Subsidiaries is in full force and effect in all material respects. There are no applications relating to any Parent Communications License pending before any Governmental Authority that are material to Parent or any of its Subsidiaries. None of Parent nor any of its Subsidiaries has made any material commitment to any Governmental Authority with respect to any Parent Communications License.

     Section 4.13. Litigation. There is no action, suit, investigation or proceeding pending against, or, to the Knowledge of Parent, threatened against or affecting, Parent, any of its Subsidiaries, any present or former officer, director or employee of Parent or any of its Subsidiaries in their respective capacities as such, before any arbitrator or before or by any Governmental Authority (but excluding investigations or proceedings in connection with the Merger that are described in Section 9.01(c) or Section 9.02(c) or any subsequent appeals therefrom) that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or that, as of the Original Merger Agreement Date, in any manner challenges or seeks to prevent, enjoin, alter or materially delay the Merger or any of the other transactions contemplated hereby. Neither Parent nor any of its Subsidiaries is subject to any order, writ, judgment, award, injunction or decree of any arbitrator or Governmental Authority (other than arising as a consequence of the circumstances described in Section 9.01(c) or Section 9.02(c) or any subsequent appeals therefrom) that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

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     Section 4.14. Fees. (a) Except for Deutsche Bank A.G. and Rothschild Inc. (together, the “Parent Financial Advisors”), whose engagement agreements with Parent are on customary terms for transactions of the type contemplated by this Agreement (and which do not contain provisions which after the Closing Date would be binding on Parent or any of its Subsidiaries to engage the services of, or enter into any transaction with, the Parent Financial Advisors or any of their Affiliates), there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Parent or any of its Subsidiaries who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement. The approximate fees payable to the Parent Financial Advisors in connection with the transactions contemplated by this Agreement have been disclosed to the Company prior to the Original Merger Agreement Date.

     (b) Prior to the Original Merger Agreement Date, Parent has provided to the Company true and complete copies of all engagement agreements entered into by Parent or any of its Subsidiaries in connection with the potential sale of the Flextech Group.

     Section 4.15. Opinions of Financial Advisors. Parent has received the separate opinions of each of the Parent Financial Advisors, each a financial advisor to Parent, to the effect that, (i) as of the Original Merger Agreement Date, the Merger Consideration (as defined in the Original Merger Agreement) is fair to the Parent’s stockholders (other than affiliates of the Company, if any) from a financial point of view and (ii) as of the date of this Agreement, the Transaction Consideration is fair to Parent’s stockholders (other than affiliates of the Company, if any) from a financial point of view.

     Section 4.16. Taxes. (a) All material Tax Returns required by Applicable Law to be filed with any Taxing Authority by, or on behalf of, Parent or any of its Subsidiaries have been filed when due in accordance with all Applicable Law, and all such Tax Returns are, or shall be at the time of filing, true and complete in all material respects.

     (b) Parent and each of its Subsidiaries has paid (or has had paid on its behalf) or has withheld and remitted to the appropriate Taxing Authority all Taxes due and payable, or, where payment is not yet due, has established (or has had established on its behalf and for its sole benefit and recourse) in accordance with GAAP an adequate accrual for all material Taxes through the end of the last period for which Parent and its Subsidiaries ordinarily record items on their respective books.

     (c) The unpaid Taxes of Parent and its Subsidiaries did not, as of the Parent Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Parent Balance Sheet to any material extent. Neither Parent nor any of its Subsidiaries has any material liability in

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respect of the dispute with H.M. Revenue and Customs over the VAT status of Cable Guide and Zap magazines.

     (d) Since the Parent Balance Sheet Date, neither Parent nor any of its Subsidiaries has incurred any material liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice.

     (e) The income and franchise Tax Returns of Parent and its Subsidiaries through the Tax year ended December 31, 2003 have been examined and closed or are Tax Returns with respect to which the applicable period for assessment under Applicable Law, after giving effect to extensions or waivers, has expired.

     (f) There is no claim, audit, action, suit, proceeding or investigation now pending, to Parent’s Knowledge, threatened in writing against or with respect to Parent or its Subsidiaries in respect of any material Tax or material Tax asset.

     (g) No material charge to Tax will arise on Parent or any of its Subsidiaries merely as a result of entering into this Agreement, the completion of the Merger or the transactions contemplated by the Charter Amendment.

    (h) During the five-year period ending on the Original Merger Agreement Date, neither Parent nor any of its Subsidiaries was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code.

     (i) Neither Parent nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of U.S. Treasury Regulation Section 1.6011 -4(b) or any “notifiable arrangements” within the meaning of Section 306 of the U.K. Finance Act 2004.

     (j) Neither Parent nor any of its Affiliates has taken or agreed to take any action, or to Parent’s Knowledge is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code or that would prevent the Charter Amendment and the Parent Common Stock Redemption from qualifying as a redemption governed by Section 302 of the Code.

     (k) “Tax” means (i) any tax, governmental fee, duty, charge, levy, impost or other like assessment or charge (including for the avoidance of doubt national insurance and social security contributions) of any kind whatsoever (including Pay as You Earn (PAYE) withholding on amounts paid to or by any Person), together with any interest, penalty, addition to tax or additional amount imposed by any Governmental Authority (a “Taxing Authority”) responsible for the imposition of any such tax (domestic or foreign), and any liability for any of the foregoing as transferee, (ii) in the case of Parent or any of its Subsidiaries, any liability for the payment of any amount of the type described in clause (i) as a result of being or having been before the Effective Time a member of an affiliated,

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 consolidated, combined or unitary group, or a party to any agreement or arrangement, as a result of which liability of Parent or any of its Subsidiaries to a Taxing Authority is determined or taken into account with reference to the activities of any other Person, and (iii) any liability of Parent or any of its Subsidiaries for the payment of any amount as a result of being party to any Tax Sharing Agreement or with respect to the payment of any amount imposed on any person of the type described in clauses (i) or (ii) above as a result of any existing express or implied agreement or arrangement (including an indemnification agreement or arrangement). “Tax Return” means any report, self-assessment, return, document, declaration or other information or filing required to be supplied to any Taxing Authority with respect to Taxes, including information returns, any documents with respect to or accompanying payments of estimated Taxes, or with respect to or accompanying requests for the extension of time in which to file any such report, return, document, declaration or other information. “Tax Sharing Agreements” means all existing agreements or arrangements (whether or not written) binding Parent or any of its Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.

    Section 4.17. Employee Benefit and Labor Matters. (a) Section 4.17(a) of the Parent Disclosure Schedule contains a true, accurate and complete list identifying each Parent Employee Plan. Prior to the Original Merger Agreement Date, copies of each category of Parent Employee Plan and any amendments thereto have been made available to the Company, and copies of, to the extent applicable, any related trust or funding agreements or insurance policies, amendments thereto, the most recent annual report and actuarial reports relating thereto, and prospectuses or summary plan descriptions relating thereto have been furnished to the Company.

     (b) Neither Parent nor any of its Subsidiaries nor any of their respective ERISA Affiliates nor any predecessor thereof sponsors, maintains, administers, contributes to (or is required to sponsor, maintain, administer or contribute to) any plan subject to Title IV of ERISA or Section 412 of the Code or any other plan, arrangement, agreement or scheme to provide Relevant Benefits, and neither Parent nor any of its Subsidiaries nor any of their respective ERISA Affiliates has within the past six years sponsored, maintained or contributed to (or been required to sponsor, maintain, administer or contribute to or is or has at any time since April 27, 2004 been “connected” with, or an “associate” of, any other company which is or has been required to sponsor, maintain, administer or contribute to) any such plan. For the purposes of this Section 4.17(b), “connected” and “associate” have the meanings given to them respectively in sections 249 and 435 of the U.K. Insolvency Act 1986.

     (c) Neither Parent nor any of its Subsidiaries nor any of their respective ERISA Affiliates contributes to, or has in the past six years contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA.

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     (d) Each Parent Employee Plan has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including ERISA, the Code, the U.K. Pensions Act 1995, the U.K. Pension Schemes Act 1993, the U.K. Pensions Act 2004, the U.K. Data Protection Act 1998 and the requirements of the Audit and Pension Scheme Services Office of H.M. Revenue and Customs, the U.K. Pensions Regulator and the National Insurance Contributions Office which are applicable to such Parent Employee Plan.

     (e) The consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) entitle any current or former employee, director or independent contractor of Parent or any of its Subsidiaries to any payment, bonus, retirement, severance, job security or similar benefit or enhance any such benefit, or accelerate the time of payment, vesting or exercisability or trigger any payment of funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other obligation pursuant to, any Parent Employee Plan. There is no contract, plan or arrangement (written or otherwise) covering any employee or former employee of Parent or any of its Subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G or 162(m) of the Code. Section 4.17(e) of the Parent Disclosure Schedule lists all the agreements, arrangements and other instruments which give rise to an obligation to make or set aside amounts payable to or on behalf of the officers of Parent and its Subsidiaries as a result of the transactions contemplated by this Agreement and/or any subsequent employment termination (whether by Parent or the officer), true and complete copies of which have been made available to Parent prior to the Original Merger Agreement Date.

     (f) Neither Parent nor any of its Subsidiaries has any liability in respect of post-employment or post-retirement health, medical or life insurance benefits for retired, former or current employees of Parent or its Subsidiaries, except as required to avoid excise tax under Section 4980B of the Code.

     (g) There has been no amendment to, written interpretation or announcement (whether or not written) by Parent or any of its Affiliates relating to, or change in employee participation or coverage under, any Parent Employee Plan which would increase materially the expense of maintaining such employee plan above the level of the expense incurred in respect thereof for the fiscal year ended December 31, 2004.

     (h) Neither Parent nor any of its Subsidiaries is a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or other contract or understanding with a labor union or organization, and, to the Knowledge of Parent, there has not been any activity or proceeding on the part of or by any labor organization or employee group to

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organize any employees or any threatened or actual dispute with any such labor organization or employee group (including any trade unions).

     (i) There is no material action, suit, investigation, audit or proceeding pending against or involving or, to the Knowledge of Parent, threatened against or involving, any Parent Employee Plan before any Governmental Authority (including the U.K. Pensions Regulator or H.M. Revenue and Customs) and there are no material claims being dealt with by the U.K. Pension Scheme's internal dispute and resolution procedure established under section 50 of the U.K. Pensions Act 1995.

     (j) Parent and its Subsidiaries have complied in all material respects with all applicable laws relating to the employment of its employees, including those relating to wages, hours, collective bargaining, unemployment compensation, worker’s compensation, equal employment opportunity, age and disability discrimination, data privacy and security, immigration control, employee classification, payment and withholding of Taxes, and continuation coverage with respect to group health plans and no liability for any failure so to comply has transferred to Parent or its Subsidiaries by virtue of the Transfer of Undertakings (Protection of Employment) Regulations 1981 (“TUPE”).

     (k) Neither Parent nor any of its Subsidiaries has been subject to a requirement in respect of any of its or their employees to consult with appropriate representatives (as defined in section 188 of the Trade Union and Labour Relations Act 1992) and/or issue a form HR1 at any time during the six months preceding the Original Merger Agreement Date.

     (l) Neither Parent nor any of its Subsidiaries has been party to a “relevant transfer” as defined by TUPE at any time in the two years immediately preceding the Original Merger Agreement Date.

     (m) All benefits payable, or prospectively or contingently payable, under the Parent Employee Plans are “money purchase benefits” within the meaning of section 181(1) of the U.K. Pension Schemes Act 1993 or death in service benefits, which are fully insured at standard rates.

     (n) No person is entitled to any enhanced terms as to the payment of Relevant Benefits (whether under the Parent Employee Plans or otherwise) if he or she takes early retirement or is made redundant (or as a result of having taken early retirement or being made redundant) or otherwise that have passed to Parent or any of the Subsidiaries or to any business previously acquired by Parent or any of the Subsidiaries by the operation of TUPE.

     (o) Parent and each of the Subsidiaries has at all times complied with the requirements of the U.K. Welfare Reform and Pensions Act 1999 and all other regulatory or legislative requirements relating to the provision of stakeholder pensions.

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     (p) No financial support direction, contribution notice or restoration order has been issued by the U.K. Pensions Regulator under section 43, section 38 or section 52 of the U.K. Pensions Act 2004 respectively against Parent or any of its Subsidiaries.

     Section 4.18. Environmental Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect:

     (i) no notice, notification, demand, request for information, summons or order has been received, no complaint has been filed, no penalty has been assessed, and no investigation, action, claim or proceeding is pending or, to the Knowledge of Parent, is threatened by any Governmental Authority or other Person relating to Parent or any Subsidiary and relating to or arising out of any Environmental Law;

     (ii) Parent and its Subsidiaries are and have been in compliance with all Environmental Laws and Environmental Permits; and

     (iii) there are no liabilities or obligations incurred by Parent or any of its Subsidiaries arising under or relating to any Environmental Law or any Hazardous Substance and, to the Knowledge of Parent, there is no condition, situation or set of circumstances that could reasonably be expected to result in any such liability or obligation.

     (b) There has been no material environmental investigation, study, audit, test, review or other analysis that, to the Knowledge of Parent is in its possession or the possession of any of its Subsidiaries, or that has been conducted within the last five years on behalf of Parent or any of its Subsidiaries, in relation to the current or prior business of Parent or any of its Subsidiaries or any property or facility now or previously owned or leased by Parent or any of its Subsidiaries that has not been made available to the Company prior to the Original Merger Agreement Date.

     (c) For purposes of this Section 4.18 only, the terms “Parent” and “Subsidiaries” shall include any entity that is for the purpose of environmental liability, a legal predecessor of Parent or any of its Subsidiaries.

     Section 4.19. Anti-takeover Statutes. Parent has taken all action necessary such that the Merger and the other transactions contemplated hereby do not constitute a business combination with an interested stockholder of Parent that would be prohibited pursuant to Section 203 of the Delaware Law, and no other anti-takeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “fair price,” “moratorium” or other anti-takeover laws or regulations enacted under any Applicable Law apply to this Agreement or any of the transactions contemplated hereby.

 

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     Section 4.20. Material Contracts. (a) As of the Original Merger Agreement Date, neither Parent nor any of its Subsidiaries is a party to or bound by:

     (i) any lease, sublease, license, concession and other agreement, including all amendments and modifications thereto, pursuant to which Parent or any of its Subsidiaries holds a leasehold or subleasehold estate in, or is granted the right to use or occupy, any Parent Facility Property (each, a “Parent Facility Lease”) or any Parent headquarters located within London or Woking, England that, in each case, obligates Parent or any of its Subsidiaries to make annual payments thereunder of £1,200,000 or more, or is otherwise material (determined without reference to the amount of payments thereunder) to Parent and its Subsidiaries, taken as a whole;

     (ii) any wayleave, easement, right-of-way agreement, license agreement, duct swap, duct sharing or other agreement permitting or requiring Parent or any of its Subsidiaries to lay, build, operate, maintain or place cable, wires, conduits or other equipment and facilities over land or underground that, in any such case, is material (determined without reference to the amount of payments thereunder) to Parent and its Subsidiaries, taken as a whole;

     (iii) any inbound lease, license, purchase, distribution or other similar agreement for the purchase, lease or license of materials, supplies, goods, services, Intellectual Property Rights, programming content, equipment or other assets that is expected to result in either (A) annual payments by Parent or any of its Subsidiaries of £ 7,000,000 or more or (B) aggregate payments by Parent or any of its Subsidiaries of £10,000,000 or more;

     (iv) any outbound lease, license, sales, distribution, bulk service, commercial service, multiple dwelling unit or other similar agreement providing for the sale, lease or license by Parent or any of its Subsidiaries of materials, supplies, goods, services, Intellectual Property Rights, programming content, equipment or other assets that is expected to result in either (A) annual payments to Parent or any of its Subsidiaries of £5,000,000 or more, or (B) aggregate payments to Parent or any of its Subsidiaries of £10,000,000 or more;

(v) any Parent Joint Venture Agreement;

     (vi) any material agreement relating to the acquisition or disposition of any material business or any interest therein or of any material assets outside of the ordinary course of business (in each case, whether by merger, sale of stock, sale of assets or otherwise) under which

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Parent or any of its Subsidiaries has any material outstanding rights or obligations;

     (vii) any agreement or other instrument with a third party relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding £20,000,000 and which may be prepaid on not more than 30 days’ notice without the payment of any penalty;

     (viii) any agreement that (A) limits or purports to limit in any material respect the freedom of Parent or any of its Subsidiaries to compete in any line of business or with any Person or in any area or which would so limit in any material respect the freedom of Parent or any of its Subsidiaries after the Closing Date, (B) grants any material exclusive license, supply or distribution agreement or other exclusive rights, (C) grants any material “most favored nation”, rights of first refusal, rights of first negotiation or similar rights with respect to any product, service or Intellectual Property Right, or (D) contains any provision that requires the purchase of all or substantially all or a given portion of Parent’s or any of its Subsidiaries’ requirements from a given Third Party which is material to Parent or any such Subsidiary, or any other similar provision;

     (ix) any agreement with any director or any employee of Parent or any of its Subsidiaries earning in excess of £500,000 per annum in base compensation and cash bonus or with any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the 1934 Act) of any such director or employee;

     (x) any agreement relating to any interest rate or currency hedging, swaps, caps, floors and option agreements and other risk management or derivative arrangements;

     (xi) any agreement that provides for (A) the provision by one or more Third Parties of telephony, data or other services to end users through the network of Parent and its Subsidiaries, (B) the right of one or more Third Parties to use the facilities of the network of Parent and its Subsidiaries, or (C) the provision by, or supply to, Parent or any of the Subsidiaries of network capacity, dark fiber, leased lines or indefeasible rights of use, in each case, that materially and adversely affects the capacity of the network of Parent and its Subsidiaries;

     (xii) (A) any agreement between any member of the UKTV Group, on the one hand, and Parent or any of its Subsidiaries (other than the UKTV Group), on the other hand, and (B) to the Knowledge of Parent, any agreement between any member of the UKTV Group, on the one hand,

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and BBC Worldwide Limited or any of its Affiliates (other than any member of the UKTV Group), on the other hand, in each case, that is not on arms-length terms; or

     (xiii) any other agreement, commitment, arrangement or plan required to be filed by Parent pursuant to Item 601(b)(10) of Regulation S-K of the SEC, or that is otherwise material to Parent and its Subsidiaries, taken as whole.

     (b) Each agreement, contract, plan, lease, arrangement or commitment (i) disclosed in Section 4.20(a) of the Parent Disclosure Schedule, or (ii) which would have been required to be disclosed in Section 4.20(a) of the Parent Disclosure Schedule if it had existed on the Original Merger Agreement Date (each, a “Parent Material Contract”) is in full force and effect and no notice to terminate, in whole or part, any of the same has been served (nor, to the Knowledge of Parent, has there been any indication that any such notice of termination will be served), none of Parent, any of its Subsidiaries or, to the Knowledge of Parent, any other party thereto is in default or breach in any material respect under the terms of any Parent Material Contract, and, to the Knowledge of Parent, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any event of default thereunder, other than, with respect to Parent Material Contracts described in clause (ii) of the definition thereof, such exceptions, individually or in the aggregate, as would not reasonably be expected to be material. True, accurate and complete copies of each such Parent Material Contract in existence as of the Original Merger Agreement Date have been made available by Parent to the Company prior to the Original Merger Agreement Date.

     (c) To the Knowledge of Parent (without inquiry), (i) each of the Senior Programme License Agreements are in full force and effect in all material respects and no notice to terminate, in whole or part, any of the same has been served (nor has there been any indication that any such notice of termination will be served), (ii) no party thereto is in default or breach in any material respect under the terms of any such agreement, (iii) no event or circumstance has occurred that, with notice or lapse of time or both, would constitute such an event of default thereunder and (iv) true, accurate and complete copies of each such Senior Programme License Agreement in existence as of the Original Merger Agreement Date have been made available by Parent to the Company prior to the Original Merger Agreement Date.

     Section 4.21. Intellectual Property. Except as, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect (i) Parent and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any Liens), all Intellectual Property Rights used in or necessary for the conduct of its business as currently conducted, (ii) the use of any Intellectual Property Rights by Parent and its Subsidiaries does not infringe on or otherwise violate the rights of any Person and is in accordance with any

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applicable license pursuant to which Parent or any Subsidiary acquired the right to use any Intellectual Property Rights, (iii) to the Knowledge of Parent, no Person is challenging, infringing on or otherwise violating any right of Parent or any of its Subsidiaries with respect to any Intellectual Property Rights owned by and/or licensed to Parent or its Subsidiaries, and (iv) neither Parent nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending claim, order or proceeding with respect to any Intellectual Property Rights used by Parent and its Subsidiaries and to its Knowledge no Intellectual Property Rights owned and/or licensed by Parent or its Subsidiaries is being used or enforced in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property.

     Section 4.22. Properties and Assets. With such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent or one of its Subsidiaries holds good title to (or a valid leasehold interest in) each Parent Facility Property free and clear of all Liens (other than Permitted Liens) and (ii) Parent and its Subsidiaries own, lease or hold all properties, assets and rights (including all rights of way, easements and related rights) reasonably necessary to conduct the business of Parent and its Subsidiaries as currently conducted in all material respects).

     Section 4.23. Insurance. All material insurance policies covering the properties, assets, employees and operations of Parent and its Subsidiaries (including policies providing property, casualty, liability and workers’ compensation coverage) (collectively, the “Parent Insurance Policies”) and all renewals thereof are in full force and effect and not voidable. With such exceptions as would not be material, all premiums due in respect of Parent Insurance Policies have been paid by Parent or one of its Subsidiaries and Parent or one of its Subsidiaries, as the case may be, are otherwise in compliance with the terms of such policies. Parent or one of its Subsidiaries carries customary levels of third party insurance or self insurance (in customary ratios thereof) with respect to all reasonable insurable risks of the businesses conducted by Parent and its Subsidiaries.

     Section 4.24. Restructuring. To the Knowledge of Parent, (i) neither Parent nor any of its Subsidiaries has any remaining material liabilities or obligations for which an adequate reserve has not been made on the Parent Balance Sheet in connection with the transfer to Parent and its Subsidiaries of all of the right, title and interest previously held by Telewest Communications plc in all of the assets which were the subject of the Transfer Agreement, dated as of July 13, 2004, among Parent, Telewest Communications plc and Telewest UK Limited, including pursuant to any indemnity provided in connection therewith, and (ii) all of the transactions, actions and other steps described in the documents set forth in Section 4.24(ii) of the Parent Disclosure Schedule were actually completed in all material respects in the manner and order described therein.

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     Section 4.25. Insolvency. Except in connection with the winding-up, striking-off or dissolution of any non-operating Subsidiary, neither Parent nor any of its Subsidiaries has taken any action nor have any other steps been taken or legal proceedings started or, to the Knowledge of Parent, are any threatened, against any of Parent and its Subsidiaries for its winding-up, striking-off or dissolution or for it to enter into any arrangement with or composition for the benefit of creditors (including any moratorium prior to a voluntary arrangement), or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of such Person or any of its properties, revenues or other assets, including the filing of any administration application, notice of intention to appoint an administrator or notice of appointment of an administrator or for the occurrence of any event in a jurisdiction outside England and Wales or Scotland of any form of insolvency proceeding or event similar or analogous to any of those referred to in this Section 4.25.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except as set forth in the Company Disclosure Schedule dated as of the Original Merger Agreement Date and delivered to Parent on the date hereof (the “Company Disclosure Schedule”), the Company represents and warrants to Parent on the Original Merger Agreement Date (or, to the extent relating to Merger Subsidiary, the Charter Amendment, the reclassification of Parent Stock contemplated by the Charter Amendment, the Parent Common Stock Redemption, the Merger Consideration, the opinions of the Company Financial Advisors, or the Commitment Letter, on the date hereof) and as of the Effective Time as follows:

     Section 5.01. Corporate Existence And Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all Governmental Authorizations required to carry on its business as now conducted, except for those Governmental Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Prior to the Original Merger Agreement Date, the Company has made available to Parent true and complete copies of the certificate of incorporation and bylaws of the Company as currently in effect.

     Section 5.02. Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and, except for obtaining the Company Stockholder Approval,

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have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding shares of Company Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. This Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights, and (ii) for the limitations imposed by general principles of equity.

     (b) At a meeting duly called and held, the Company’s Board of Directors has (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company’s stockholders (other than any affiliates of Parent), (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, (iii) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to the Merger, this Agreement and the transactions contemplated hereby, and (iv) resolved (subject Section 7.02) to recommend adoption of this Agreement by the Company’s stockholders (other than any affiliates of Parent) (such recommendation, the “Company Board Recommendation”).

     Section 5.03. Governmental Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby require no action by or in respect of, or filing with, any Governmental Authority, other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the appropriate notifications, filings and communications pursuant to (x) the merger control provisions of the Enterprise Act and (y) the Irish Competition Act, (iii) compliance with any applicable requirements of the 1933 Act, the 1934 Act, and any other applicable securities laws, (iv) the appropriate applications, filings and notices to, and approval of, the NASD and NASDAQ, (v) the appropriate notices to, or consents, waivers or confirmations from, OFCOM or any other relevant Governmental Authority in connection with any Company Communications License (collectively, the “Company License Consents”), and (vi) any actions or filings the failure of which to take or make would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

     (b) Each of the aggregate amount of the book value of the Company’s and its Subsidiaries’ non-exempt assets located in the Untied States (the “Company U.S. Assets”) and the fair market value of the Company U.S. Assets is less than $53.1 million. During the Company’s most recently completed fiscal year, the aggregate amount of the Company’s and its Subsidiaries’ sales in or into the United States was less than $53.1 million.

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     Section 5.04. Non-contravention. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not (i) contravene, conflict with or result in any violation or breach of any provision of the certificate of incorporation or bylaws of the Company, (ii)(A) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of any of its Significant Subsidiaries including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland or (B) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of any of its Subsidiaries other than its Significant Subsidiaries (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), (iii) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law, (iv) assuming compliance with the matters referred to in Section 5.03, require any consent or other action by any Person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled under (A) any provision of any agreement or other instrument binding upon the Company or any of its Subsidiaries, or (B) any Governmental Authorization held by, affecting, or relating in any way to, the assets or business of the Company or any of its Subsidiaries, or (v) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, with only those exceptions in the case of each of clauses (ii)(B) and (iii)-(v) as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (which term shall be interpreted, for purposes of this Section 5.04, without clause (iv) in the definition thereof).

     Section 5.05. Capitalization. (a) The authorized capital stock of the Company consists of 400,000,000 shares of Company Stock and 5,000,000 shares of preferred stock, par value $0.01 per share (of which 1,000,000 shares have been designated as Series A Junior Participating Preferred Stock and reserved for issuance upon exercise of the Company Rights). As of the close of business on September 23, 2005, there were outstanding (i) 85,074,536 shares of Company Stock (not including any treasury shares or restricted shares), (ii) the Company Rights (which have not separated from the Company Stock), (iii) no shares of preferred stock of the Company, (iv) 3,240,940 treasury shares of Company Stock, (v) stock options to purchase an aggregate of 2,883,912 shares of Company Stock (of which options to purchase an aggregate of 825,397 shares of Company Stock were exercisable at a weighted average exercise price of $24.53 per share), (vi) warrants to purchase an aggregate of 8,745,799 shares of Company Stock at an exercise price of $262.93 per share, and (vii) 67,629 restricted shares of Company Stock. All outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. A

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true and complete copy of the Company Rights Agreement as in effect as of the Original Merger Agreement Date has been made available to Parent prior to the Original Merger Agreement Date. As of the Original Merger Agreement Date, the Company was not a party to any voting agreement with respect to the voting of Company Stock.

     (b) Except as set forth in this Section 5.05 and for changes since September 23, 2005 resulting from the exercise of stock options or the grant of stock based compensation to directors or employees or from the issuance of stock in connection with a merger, other acquisition or business combination or other transaction permitted by Section 7.01(b)(iv)(D), there are no outstanding (i) shares of capital stock of, or other voting securities or ownership interests in, the Company, (ii) securities of the Company or any Subsidiary of the Company convertible into or exchangeable for shares of capital stock of, or other voting securities or ownership interests in, the Company, (iii) options or other rights to acquire from the Company or any Subsidiary of the Company, or other obligation of the Company or any Subsidiary of the Company to issue, any capital stock of, or other voting securities or ownership interests in, or any securities convertible into or exchangeable for, capital stock of, or other voting securities or ownership interests in, the Company, or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the securities referred to in clauses (i)-(iv) above.

     Section 5.06. Subsidiaries. (a) Each Subsidiary of the Company is a company or other business entity duly incorporated or organized (as applicable), validly existing and (to the extent applicable) in good standing under the laws of its jurisdiction of organization, has all corporate (or other organizational) powers and all Governmental Authorizations required to carry on its business as now conducted, with such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each such Subsidiary is duly qualified to do business as a foreign business entity and (to the extent applicable) is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified or in good standing (to the extent applicable) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no Significant Subsidiaries of the Company which are not wholly owned by the Company.

     (b) All of the outstanding shares of capital stock of, or other voting securities or ownership interests in, each Subsidiary of the Company is owned by the Company, directly or indirectly, free and clear of any Lien (other than Company Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such

46

capital stock or other voting securities or ownership interests) and, in the case of shares in Subsidiaries which are incorporated in England and Wales or Scotland, are fully paid and have been validly allotted. There are no outstanding (i) securities of the Company or any Subsidiary of the Company convertible into or exchangeable for shares of capital stock of, or other voting securities or ownership interests in, any Subsidiary of the Company, (ii) options or other rights to acquire from the Company or any Subsidiary of the Company, or other obligation of the Company or any Subsidiary of the Company to issue, any capital stock of, or other voting securities or ownership interests in, or any securities convertible into or exchangeable for, capital stock of, or other voting securities or ownership interests in, any Subsidiary of the Company, or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem, cancel or otherwise acquire any of the Company Subsidiary Securities.

     (c) There are no joint venture agreements to which the Company or any Subsidiary of the Company is a party that is material to the Company and its Subsidiaries, taken as a whole.

     Section 5.07. SEC Filings; Sarbanes-Oxley Act. (a) The Company has made available to Parent true, accurate and complete copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2004, (ii) the Company’s quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2005, and June 30, 2005, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held (or actions taken without a meeting by such stockholders) since December 31, 2003, and (iv) all of its other reports, statements, schedules, registration statements and other documents filed with (or furnished on Form 8-K to) the SEC since December 31, 2003 (the documents referred to in clauses (i)-(iv) above, collectively, the “Company SEC Documents”).

     (b) As of the date it was filed with (or furnished on Form 8-K to) the SEC, each Company SEC Document complied, and each such Company SEC Document filed (or furnished on Form 8-K) subsequent to the Original Merger Agreement Date will comply, as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be.

     (c) As of the date it was filed with (or furnished on Form 8-K to) the SEC (or, if amended or superseded by a document prior to the Original Merger Agreement Date, on the date such document was filed with (or furnished on Form 8-K to) the SEC), each Company SEC Document filed (or furnished on From 8-K) pursuant to the 1934 Act did not, and each such Company SEC Document filed

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(or furnished on From 8-K) subsequent to the Original Merger Agreement Date will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

     (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

     (e) The Company is in compliance in all material respects with (i) the applicable provisions of the Sarbanes-Oxley Act, and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ.

     (f) The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic reports required under the 1934 Act.

     (g) The Company maintains internal control over financial reporting (as defined in Rule 13a-under the 1934 Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. Prior to the Original Merger Agreement Date (or, with respect to evaluations first made after the Original Merger Agreement Date, promptly after the date of such evaluations), the Company has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) any significant deficiencies in the design or

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operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and the audit committee of the Company’s Board of Directors any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Prior to the Original Merger Agreement Date (or, with respect to disclosures or communications first made after the Original Merger Agreement Date, promptly after they are made), the Company has made available to Parent (i) a summary of any such disclosure made by management to the Company’s auditors and audit committee since December 31, 2004 and (ii) any material communication since December 31, 2004 made by management or the Company’s auditors to the audit committee required or contemplated by the listing standards of NASDAQ, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board.

     Section 5.08. Financial Statements. The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Company SEC Documents fairly present, in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its Subsidiaries (or the “Predecessor Company” as defined in the Company SEC Documents, as the case may be) as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements, which adjustments are not, individually or in the aggregate, material).

     Section 5.09. Information Supplied. (a) The information to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Registration Statement shall not (i) at the time the Registration Statement is filed with the SEC, (ii) at any time it is amended or supplemented, or (iii) at the time it is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading.

     (b) The information to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall not (i) at the time the Joint Proxy Statement/Prospectus is filed with the SEC, (ii) at the time it is mailed to the stockholders of the Company and Parent, (iii) at the time of the Company Stockholder Meeting and the Parent Stockholder Meeting, or (iv) at the Filing Time or the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading.

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     Section 5.10. Absence of Certain Changes. Since the Company Balance Sheet Date, the business of the Company and its Subsidiaries has been conducted in the ordinary course consistent with past practices and there has not been:

     (a) any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;

     (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock, property or any combination thereof) in respect of any shares of capital stock of the Company, or any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any shares of capital stock of, or other voting securities or ownership interests in, the Company or any of its Subsidiaries; or

     (c) any change in any method of accounting or accounting practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the 1934 Act.

     Section 5.11. No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, other than:

     (a) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in any notes thereto;

     (b) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date in amounts consistent with past practices; and

     (c) liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

     Section 5.12. Compliance with Laws. (a) The Company and each of its Subsidiaries is, and since December 31, 2002 has been, in compliance with all Governmental Authorizations and all Applicable Laws, except for failures to comply that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company as of the Original Merger Agreement Date, neither the Company nor any of its Subsidiaries is under investigation with respect to or has been threatened to be charged with or given notice of any material violation of any material Governmental Authorization or any material Applicable Law.

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     (b) To the Knowledge of the Company, each material Governmental Authorization of the Company and its Subsidiaries is in full force and effect in all material respects.

     Section 5.13. Litigation. There is no action, suit, investigation or proceeding pending against, or, to the Knowledge of the Company, threatened against or affecting, the Company, any of its Subsidiaries, any present or former officer, director or employee of the Company or any of its Subsidiaries in their respective capacities as such, before any arbitrator or before or by any Governmental Authority (but excluding investigations or proceedings in connection with the Merger that are described in Section 9.01(c) or Section 9.02(c) or any subsequent appeals therefrom) that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or that, as of the Original Merger Agreement Date, in any manner challenges or seeks to prevent, enjoin, alter or materially delay the Merger or any of the other transactions contemplated hereby. Neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment, award, injunction or decree of any arbitrator or Governmental Authority (other than arising as a consequence of the circumstances described in Section 9.01(c) or Section 9.02(c) or any subsequent appeals therefrom) that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

     Section 5.14. Finders’ Fees. Except for Goldman, Sachs & Co. and Evercore Group Inc. (together, the “Company Financial Advisors”), whose fees will be paid by the Company, and except as contemplated by the Commitment Letter or otherwise in connection with the Financing, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company who is entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

     Section 5.15. Opinions of Financial Advisors. The Company has received the separate opinions of each of the Company Financial Advisors, each a financial advisor to the Company, to the effect that, (i) as of the Original Merger Agreement Date, the Merger Consideration (as defined in the Original Merger Agreement) is fair to the Company from a financial point of view and (ii) as of the date of this Agreement, the Merger Consideration is fair to the Company’s stockholders (other than affiliates of Parent, if any) from a financial point of view.

     Section 5.16. Taxes. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or to the Company’s Knowledge is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code or that would prevent the Charter Amendment and the Parent Common Stock Redemption from qualifying as a redemption governed by Section 302 of the Code.

     Section 5.17. Anti-takeover Statutes and Rights Agreement. (a) The Company has taken all action necessary such that the Merger and the other

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transactions contemplated hereby do not constitute a business combination with an interested stockholder of the Company that would be prohibited pursuant to Section 203 of the Delaware Law, and no other anti-takeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “fair price,” “moratorium” or other anti-takeover laws or regulations enacted under any Applicable Law apply to this Agreement or any of the transactions contemplated hereby.

     (b) The Company and the Board of Directors of the Company have taken all action necessary to (i) render the Company Rights Agreement and the Company Rights inapplicable to the Merger, this Agreement and the transactions contemplated hereby, and (ii) ensure that (A) neither Parent, Merger Subsidiary nor any of their controlled Affiliates nor Huff nor any of its Affiliates will become an “Acquiring Person”, or “Adverse Person” (as each such term is defined in the Company Rights Agreement), (B) none of a “Triggering Event”, “Section 11(a)(ii) Event”, “Section 11(a)(ii) Trigger Date”, “Section 13 Event” or “Stock Acquisition Date” (each as defined in the Company Rights Agreement) shall occur, and (C) the Company Rights will not separate from the shares of Company Stock, in each case, by reason of the approval or execution of this Agreement, the announcement or consummation of the Merger, this Agreement or the transactions contemplated hereby.

     Section 5.18. Company Securities. Neither the Company nor any of its Subsidiaries owns any Parent Securities.

     Section 5.19. Financing. (a) The Company has entered into an amendment dated as of December 14, 2005 of its commitment letter dated October 2, 2005 (as so amended and as it may be further amended consistent with the terms of this Agreement, the “ Commitment Letter”) from the lenders party thereto (collectively, the “Lenders”) pursuant to which such Lenders have agreed to lend, subject to and on the terms and conditions set forth therein, an aggregate amount equal to £5,100,000,000 to the Company and to Merger Subsidiary to (i) finance the payment of a portion of the aggregate Redemption Consideration, and (ii) refinance certain existing indebtedness of the Company and Parent, in each case, in connection with the Parent Common Stock Redemption and the Merger. The financing to be provided under the Commitment Letter or under any alternative arrangements made by the Company is referred to herein as the “Financing.” The Commitment Letter contains all the conditions precedent to the obligations of the Lenders to make the Financing available to the Company and to Merger Sub on the terms contained therein and a true and complete copy of the Commitment Letter, as of the date hereof, has been provided to Parent prior to the date hereof.

     (b) Subject to its terms and conditions, the aggregate proceeds of the Financing, when funded in accordance with the Commitment Letter, together with the Company’s cash on hand and other sources of immediately available funds shall enable (i) Parent at the Effective Time to pay in full the aggregate

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Redemption Consideration pursuant to the Parent Common Stock Redemption contemplated by the Charter Amendment, and (ii) the Company and Parent to pay in full all fees and expenses incurred in connection with the Merger, the Parent Common Stock Redemption and the Financing.

     (c) As of the date of this Agreement, the Commitment Letter is a valid and binding obligation of the Company and is in full force and effect and no event within the direct control of the Company has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach or an incurable failure to satisfy a condition precedent on the part of the Company under the terms and conditions of the Commitment Letter, other than any such default or breach that has been waived by the Lenders or otherwise cured in a timely manner by the Company to the satisfaction of the Lenders. As of the date of this Agreement, the Company has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letter on or before the date of this Agreement.

ARTICLE 6
COVENANTS OF PARENT

     Parent agrees as set forth below; provided, however, it is understood and agreed by the parties hereto that, insofar as the covenants contained in this Article 6 apply to Subsidiaries of Parent that are members of the UKTV Group, Parent shall not be obligated to take or refrain from taking such action, as the case may be, to the extent it lacks the right to do so or if such action would result in a breach of the fiduciary duties of Parent or its Subsidiaries or those of its representatives on the board of directors or other governing body of any member of the UKTV Group:

     Section 6.01. Conduct of Parent. From the Original Merger Agreement Date until the Effective Time, Parent shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course and in material compliance with all material Applicable Laws and all material Governmental Authorizations, and (A) use its reasonable best efforts to (i) preserve intact its business organization and relationships with Third Parties, (ii) maintain in effect all material Parent Communications Licenses and all other material Governmental Authorizations, and (iii) subject to Section 6.09, renew any such Parent Communications License or other Governmental Authorization which would otherwise expire prior to the Effective Time, and (B) not to terminate any employees of Parent or any of its Subsidiaries other than in the ordinary course of business consistent with past practices, it being agreed that terminations for cause shall be deemed within the ordinary course of business consistent with past practices. Without limiting the generality of the foregoing, from the Original Merger Agreement Date until the Effective Time, except (1) as expressly contemplated by this Agreement, the Commitment Letter or Section 6.01 of the Parent Disclosure Schedule, or (2) as the Company may approve in writing (such approval not to be unreasonably

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withheld or delayed), Parent shall not, and shall not permit any of its Subsidiaries to: 

    (a) adopt or propose any change to its certificate of incorporation or bylaws or other organizational documents (including, in relation to any Subsidiaries incorporated in England and Wales or Scotland, its memorandum and articles of association);

     (b) (i) split, combine or reclassify any shares of its capital stock, (ii) amend any term or alter any rights of any of its outstanding equity securities, (iii) declare, set aside or pay any dividend or make any other distribution (whether in cash, stock, property or any combination thereof) in respect of any shares of its capital stock or other securities, or (iv) redeem, repurchase, cancel or otherwise acquire or offer to redeem, repurchase, or otherwise acquire, any of its securities or any securities of any of its Subsidiaries, other than the cancellation of Parent Stock Options in connection with the exercise thereof;

     (c) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization, engage in or implement any intercompany reorganization or restructuring involving the shares, liabilities (including inter-company liabilities) or all or a significant portion of a business of Parent or any or its Subsidiaries (including any such reorganization or restructuring of the Flextech Group or any part thereof), or propose any resolution for its winding-up, striking-off or dissolution or apply to any court for an administration order or the appointment of a receiver, trustee or similar officer of the relevant entity or any or all of the assets of such entity or commence any negotiations to enter into any arrangement with or composition for the benefit of creditors (including any moratorium prior to a voluntary arrangement);

     (d) issue, deliver or sell, or authorize the issuance, delivery or sale of, any shares of its capital stock or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such capital stock or any such convertible securities, other than (i) the issuance of any shares of Parent Stock upon the exercise of Parent Stock Options that were outstanding on the Original Merger Agreement Date in accordance with the terms of such options as of such date, and (ii) the granting of Parent Stock Options or awards under the Parent Long-Term Incentive Plan in each case, in accordance with Section 6.01(d)(ii) of the Parent Disclosure Schedule;

     (e) incur any capital expenditures or any obligations or liabilities in connection therewith, except for (i) those contemplated by the capital expenditure budget for the fiscal year 2005, which capital expenditure budget has been made available to the Company prior to the Original Merger Agreement Date, (ii) those contemplated by the capital expenditure budget for the fiscal year 2006, which budget will be prepared by Parent in good faith and will be provided to the Company promptly after it is prepared and (iii) any unbudgeted capital

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expenditures relating to the fiscal year 2005 or 2006, as the case may be, not to exceed, in the aggregate, 5% of the aggregate budgeted amount set forth in the budget for such fiscal year referred to in clause (i) or (ii) above, as applicable;

     (f) except for capital expenditures (which shall be governed by Section 6.01(e)), acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any material amount of assets or any business or undertaking, other than (i) assets used in the ordinary course of business of Parent and its Subsidiaries in a manner that is consistent with past practices, and (ii) acquisitions, excluding those acquisitions set forth in clause (i) of this Section 6.01(f), not exceeding £ 10,000,000 in the aggregate;

    (g) sell, lease, assign, license or otherwise dispose of any of its properties or assets that are material to Parent, any of its Significant Subsidiaries, or Subsidiaries included in the Flextech Group, individually or in the aggregate, other than (i) finance leases entered into in connection with capital expenditures permitted pursuant to Section 6.01(e), or (ii) in the ordinary course of business consistent with past practices;

     (h) (A) create, incur, assume or guarantee any indebtedness for borrowed money or modify any of the terms of such outstanding indebtedness other than (i) as otherwise permitted by Section 6.01(e), (ii) any such indebtedness among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries, or (iii) additional amounts which may be made available under the existing revolving credit facilities of Parent or its Subsidiaries not to exceed £30,000,000 in the aggregate, or (B) enter into or replace any agreement relating to any interest rate or currency hedging, swaps, caps, floors, or option agreement other than interest rate swaps on customary commercial terms not to exceed £25,000,000 of notional debt in the aggregate;

     (i) create or incur any Lien on any material asset other than (i) any immaterial Lien incurred in the ordinary course of business consistent with past practices, (ii) in connection with finance leases as permitted pursuant to Section 6.01(e) or (iii) other Liens not to exceed £5,000,000 in the aggregate;

     (j) make any loan, advance or investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any Person other than (i) investments in its wholly owned Subsidiaries made in the ordinary course of business consistent with past practices or (ii) pursuant to the terms and conditions of agreements in effect as of the Original Merger Agreement Date (which agreements are set forth in Section 4.20(a)(vii) of the Parent Disclosure Schedule) or entered into by Parent in compliance with this Agreement;

     (k) (i) other than in the ordinary course of business or as permitted by this Agreement, enter into, terminate, renew, amend or modify in any material respect, or fail to enforce any material provision of, any Parent Material Contract

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or (ii) enter into, terminate, renew, amend or modify in any material respect, or fail to enforce any material provision of, any Parent Material Contract referred to in Section 4.20(a)(iii) or 4.20(a)(iv) (except that, for the purposes of this clause (k)(ii), the first and second threshold contained in each such section shall be deemed to be £10,000,000 and £30,000,000, respectively) or Section 4.20(a)(v), 4.20(a)(vi), 4.20(a)(vii) (other than amendments in the ordinary course of business), 4.20(a)(viii), 4.20(a)(xi), 4.20(a)(xii) (but only if such Parent Material Contract is material) or 4.20(a)(xiii);

     (l) terminate, renew, suspend, abrogate, amend or modify in any material respect any material Governmental Authorization (except in respect of any renewal of any such Governmental Authorization pursuant to clause (ii) of the first sentence of this Section 6.01 or pursuant to Section 6.09);

     (m) (i) increase the amount of compensation, bonus or other benefits payable to any current or former director, officer or employee of Parent or its Subsidiaries, except, with respect to employees with annual base salaries of less than £75,000 (such employees, the “Excepted Employees”), in the ordinary course of business consistent with past practices, (ii) grant any severance or termination pay or benefits (or increase the amount of such pay or benefits, or extend the notice periods for termination) to any current or former director, officer or employee of Parent or any of its Subsidiaries, except any such grants that Parent is required to make pursuant to any agreement in effect as of the Original Merger Agreement Date and disclosed on Section 4.17(a) of the Parent Disclosure Schedule, or so required by Applicable Law, and, with respect to Excepted Employees, in the ordinary course of business consistent with past practices, (iii) establish, pay, agree to grant or increase any special bonus, stay bonus, retention bonus or any similar benefit under any plan, agreement, award or arrangement, (iv) enter into any new employment, severance, change in control, tax gross-up, deferred compensation or other similar agreement or arrangement (or amend any such existing agreement), except with respect to employment agreements with any employee with an annual base salary of less than £75,000 hired after the Original Merger Agreement Date, in the ordinary course of business consistent with past practices, (v) hire any employee with an annual base salary in excess of £75,000, (vi) except as required by Applicable Law, enter into or amend in any material respect any collective bargaining agreement or other contract with any labor union or organization, (vii) except as required by Applicable Law, establish, adopt, amend or terminate any Parent Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Parent Employee Plan if it had been in existence as of the Original Merger Agreement Date, or (viii) enter into or amend any agreement, contract or arrangement with any current or former director, officer, employee, or independent contractor or commit to provide any payment or any benefit to any such individual that would have been required to be disclosed on Section 4.17(e) of the Parent Disclosure Schedule if any such commitment existed on or before the Original Merger Agreement Date;

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     (n) change Parent’s method of accounting or accounting principles or practice, except for any such change required by reason of a change in GAAP or by Regulation S-X under the 1934 Act, as approved by its independent public accountants;

     (o) make any material Tax election other than in the ordinary course of business; provided, however, that in no event shall Parent or any Subsidiary make any election for U.S. federal income tax purposes (including under Treas. Reg. § 301.7701-3) with respect to Parent or any Subsidiary without the prior written consent of the Company;

     (p) settle, or propose to settle, any litigation, investigation, arbitration, proceeding or other claim involving or against Parent or any of its Subsidiaries that is material to Parent and its Subsidiaries, taken as a whole;

     (q) except as required by Applicable Law (including applicable must-carry laws) or as contemplated in the business plan attached as Section 6.01(q) of the Parent Disclosure Schedule add or voluntarily delete any channels, or change its channel lineup, or commit to do any of the foregoing in the future;

     (r) launch any new channels, except as necessary to comply with any requirement of any Governmental Authority, in accordance with pending agreements in effect as of the Original Merger Agreement Date, or as contemplated in the business plan attached as Section 6.01(q) of the Parent Disclosure Schedule;

(s) convert any billing systems or any material portion thereof;

     (t) take any action that is reasonably likely to result in any of the conditions to the Merger set forth in Section 9.02(a) or Section 9.02(e) not being satisfied; or

(u) agree or commit to do any of the foregoing;

provided, however, that nothing in this Section 6.01 shall prevent Parent from taking any action necessary to bring awards issued under any Parent Employee Plan outstanding as of the Original Merger Agreement Date into compliance with, or to exempt such awards from, Section 409A of the Code (whether by amendment to or termination of any such award or otherwise), including any payments in cash or the issuance of shares of Parent Stock or other awards under any Parent Employee Plan and net settlement of any award to the extent elected by the award holder to pay any tax liability owed in connection with the award so long as such payments or issuances (or combination of payments and issuances) are on terms that (i) are substantially equivalent with respect to the economics and vesting schedule of the applicable award outstanding as of the Original Merger Agreement Date, and (ii) do not result in any additional liability to Parent, the Company or any of their respective Subsidiaries. As soon as practicable after

57

taking any such permitted action with respect to outstanding awards, Parent agrees to notify the Company of its actions.

     Section 6.02. Obligations of Merger Subsidiary. Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

     Section 6.03. Director and Officer Liability. Parent hereby agrees to do the following:

     (a) For six years after the Effective Time, Parent shall indemnify and hold harmless to the fullest extent permitted under Applicable Law each officer and director of Parent that was an officer or director of Parent prior to the Effective Time (each, a “Parent Indemnified Person”) and each officer and director of the Company that was an officer or director of the Company prior to the Effective Time (each, a “Company Indemnified Person”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to acts or omissions by such Indemnified Person in their capacity as a director or officer of Parent or the Company, as the case may be, occurring at or prior to the Effective Time (collectively, “Claims”) (and Parent shall also advance reasonable expenses as incurred to the fullest extent permitted by Applicable Law in connection with any Claims against an Indemnified Person provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). In the event any Claim or Claims are asserted or made within such six year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims.

     (b) For six years after the Effective Time, Parent shall provide officers’ and directors’ liability insurance with an insurer with a Standard & Poor’s rating of at least A (or an equivalent rating from AM Best), or Parent shall purchase from an insurer with a Standard & Poor’s rating of at least A (or an equivalent rating from AM Best), a “tail policy”, in each case, in respect of acts or omissions occurring prior to the Effective Time covering each Parent Indemnified Person currently covered by Parent’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the Original Merger Agreement Date (which policy has been provided by Parent to the Company prior to the Original Merger Agreement Date); provided that, if the aggregate annual premiums for such insurance during such period shall exceed £6,000,000, then Parent shall provide a policy with the best coverage as shall then be available at £6,000,000 per annum.

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     (c) The rights of each Indemnified Person under this Section 6.03 shall be in addition to any rights to indemnification and exculpation of personal liability that such Person may have under Delaware Law or any other Applicable Law, or any agreement of any Indemnified Person with Parent or any of its Subsidiaries or the Company or any of its Subsidiaries, as the case may be. These rights shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person.

     (d) Any Indemnified Person wishing to claim indemnification under this Section 6.03, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, but the failure to so notify shall not relieve Parent of any liability it may have to such Indemnified Party except to the extent such failure prejudices Parent. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) Parent shall have the right to assume the defense thereof and Parent shall not be liable to such Indemnified Person for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof, except that if Parent elects not to assume such defense or counsel for the Indemnified Person advises the Indemnified Person in good faith that there are issues that raise conflicts of interest between Parent and the Indemnified Person that make such assumption unadvisable, the Indemnified Person may retain counsel, reasonably satisfactory to Parent and Parent shall pay the reasonable legal expenses of such Indemnified Person promptly as statements therefor are received, (ii) the Indemnified Person will cooperate in the defense of any such matter, and (iii) Parent shall not be liable for any settlement effected without its prior written consent; provided that, Parent shall not have any obligation hereunder to any Indemnified Person when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Indemnified Person in the manner contemplated hereby is prohibited by Applicable Law.

     (e) If Parent or any of its successors (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving company or entity of such consolidation or merger, or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations set forth in this Section 6.03.

     Section 6.04. Parent Stockholder Meeting; Proxy Material. Parent shall cause a meeting of its stockholders (the “Parent Stockholder Meeting”) to be duly called and held as soon as reasonably practicable for the purpose of obtaining the Parent Stockholder Approval. Subject to its fiduciary duties, the Board of Directors of Parent shall recommend (i) the approval of the Charter Amendment, and (ii) the approval of the issuance of New Parent Stock in the Merger, in each case, by Parent’s stockholders; provided, however, that any withdrawal of, any modification or qualification in a manner adverse to the

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Company of the Parent Board Recommendation, or any recommendation of an Acquisition Proposal (each such action, an “Adverse Parent Recommendation Change”), shall give the Company the right to terminate this Agreement as set forth in Section 10.01(c)(i) of this Agreement. In connection with such meeting, Parent shall (i) mail the Joint Proxy Statement/Prospectus to Parent’s stockholders as promptly as practicable after the Registration Statement is declared effective under the 1933 Act and, if necessary in order to comply with applicable securities laws, after the Joint Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies, (ii) subject to its fiduciary duties under Applicable Law, use its reasonable best efforts to secure the Parent Stockholder Approval, and (iii) otherwise comply with all legal requirements applicable to such meeting. Without limiting the generality of the foregoing, and notwithstanding anything in this agreement that may be deemed to be to the contrary, but subject to Section 10.01 hereof, the matters required to be approved in order to obtain the Parent Stockholder Approval shall be submitted to Parent’s stockholders at the Parent Stockholder Meeting whether or not (A) an Adverse Parent Recommendation Change shall have occurred, and/or (B) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to Parent or any of its advisors.

     Section 6.05. Quotation of New Parent Stock. Parent shall use its reasonable best efforts to cause the shares of New Parent Stock to be issued in the Merger and pursuant to the Charter Amendment to be to be approved for quotation on NASDAQ, subject to official notice of issuance.

Section 6.06. Parent Board of Directors; Certain Members of Management. (a) On the Closing Date, but prior to the Effective Time, Parent shall cause to be delivered to the Company duly executed resignations, effective as of the Effective Time, of each member of the Board of Directors of Parent other than Mr. Anthony Stenham (who will serve as Deputy Chairman of the Board of Directors of Parent from and after the Effective Time) and one additional member of Parent’s Board of Directors selected by the Company with the approval of Parent’s Board of Directors, not to be unreasonably withheld or delayed (or, if either one of them is unable or unwilling to continue to serve in that capacity, such other individual as may be reasonably acceptable to Parent and the Company). Immediately following such resignations but prior to the Effective Time, Parent shall take all necessary action to appoint each member of the Board of Directors of the Company at such time to the Board of Directors of Parent, effective as of immediately after the Effective Time. Notwithstanding the foregoing, Mr. Stenham’s continued service as a member of the Board of Directors of Parent is conditioned upon him agreeing with the Company, prior to the Effective Time, on terms mutually satisfactory to him and the Company, his terms for service as Deputy Chairman, which the Company agrees to negotiate in good faith. For the avoidance of doubt, the parties agree that the Company shall

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be entitled to designate the classes in which each newly appointed director of Parent will serve.

     (b) Parent will appoint, or cause to be appointed, effective at the Effective Time, each individual set forth in Section 6.06(b) of the Company Disclosure Schedule to the position set forth opposite his name in such Section of the Company Disclosure Schedule subject to, where such an individual is an employee of Parent prior to the Effective Time, such individual agreeing with the Company, on terms mutually satisfactory to such individual and the Company, terms of employment, which the Company agrees to negotiate in good faith.

     Section 6.07. Employees. (a) Parent agrees that it will comply with Applicable Law with respect to the rights of the employees of Parent and its Subsidiaries with respect to their employment with Parent or its any of its Subsidiaries on and after the Effective Time.

     (b) On and after the Effective Time, Parent will allow the employees who were employees of Parent or one of its Subsidiaries prior to the Effective Time to be eligible to participate in Parent’s employee benefit plans to the extent that similarly situated persons who were employees of the Company or one of its Subsidiaries are so eligible, except to the extent it would result in a duplication of benefits. Parent will cause any employee benefit plans which persons who were employees of Parent or one of its Subsidiaries are eligible to participate in on and after the Effective Time, other than any plan in which any such employee participated prior to the Effective Time (a “Prior Plan”), to take into account for purposes of eligibility, vesting and benefit accrual thereunder (except for benefit accrual under defined benefit pension plans, for purposes of qualifying for subsidized early retirement benefits or to the extent it would result in a duplication of benefits) service by such employees with Parent and its Subsidiaries prior to the Effective Time, to the extent that such service was recognized under any analogous Prior Plan.

     Section 6.08. No Solicitation; Other Offers. Parent agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney, accountant or other advisor retained by it or any of its Subsidiaries for services provided in connection with the transactions contemplated by this Agreement whether as of the Original Merger Agreement Date or any time thereafter) (collectively, “Representatives”) not to, directly or indirectly, initiate, solicit or knowingly encourage or facilitate any Acquisition Proposal. Parent further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall cause its and its Subsidiaries’ employees, agents and Representatives not to, directly or indirectly, (i) engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or

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implement an Acquisition Proposal, (ii) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Parent or any of its Subsidiaries (unless the Company’s obligations under the standstill provisions contained in the Confidentiality Agreement dated May 27, 2005 between the Company and Parent (the “Confidentiality Agreement”) are simultaneously waived), (iii) approve any transaction under, or any Third Party becoming an “interested stockholder” under, Section 203 of the Delaware Law, (iv) amend or grant any waiver or release or approve any transaction or redeem any Parent Rights under the Parent Rights Agreement, (v) make any Adverse Parent Recommendation Change in connection with an Acquisition Proposal or (vi) enter into any definitive agreement with respect to an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Parent or its Board of Directors from (1) complying with its disclosure obligations under Sections 14d-9 and 14e-2(a) of the 1934 Act with regard to an Acquisition Proposal; provided, however, that if such disclosure constitutes an Adverse Parent Recommendation Change, the Company shall have the right to terminate this Agreement as set forth in Section 10.01(c)(i) of this Agreement; and (2) at any time prior to, but not after, the Parent Stockholder Approval is obtained, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of Parent receives from the Person so requesting such information, prior to the provision of any such information, an executed confidentiality agreement on terms no less favorable to Parent than those contained in the Confidentiality Agreement (provided that, such executed confidentiality agreement may contain less favorable standstill provisions as long as the Company’s obligations under the standstill provisions contained in the Confidentiality Agreement are simultaneously waived); (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of Parent receives from such Person, prior thereto, an executed confidentiality agreement as described in the immediately preceding clause (A); or (C) recommending or making any Adverse Parent Recommendation Change in connection with such an unsolicited bona fide written Acquisition Proposal to the stockholders of Parent, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of Parent determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties, (y) in each case referred to in clause (B) or (C) above, the Board of Directors of Parent determines in good faith (after consultation with its financial advisor and its outside legal counsel) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal, the likelihood of obtaining financing, and the Person making the proposal, and if consummated, would result in a transaction more favorable to Parent’s stockholders from a financial point of view than the transactions contemplated by this Agreement taking into account any change proposed by the Company; and (z) in the case of clause (C), the Company shall have had written notice of Parent’s

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intention to take the action referred to in clause (C) at least 20 Business Days prior to the taking of such action by Parent (which notice shall have attached the most current version of the agreement relating to the Acquisition Proposal in question and a summary of any other material terms relating thereto) and Parent shall, and shall cause its Representatives to, during such 20 Business Day period, negotiate in good faith with the Company with respect to any changes the Company may wish to make with respect to its proposal; provided, that any more favorable Acquisition Proposal referred to in clause (B) or (C) above must constitute an Acquisition Proposal that involves the acquisition, directly or indirectly, of 50% or more of the voting power of the Parent Stock or the assets of Parent and its Subsidiaries taken as a whole (any such more favorable Acquisition Proposal is referred to in this Agreement as a “Superior Proposal”). Parent grees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted prior to the Original Merger Agreement Date with respect to any Acquisition Proposal, including any discussions or negotiations with respect to the possible sale of the Flextech Group. Parent agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 6.08 of the obligations undertaken in this Section 6.08. Parent agrees that it will notify the Company promptly, but in any event within 48 hours if any proposals or offers referred to in this Section 6.08 are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, it or any of its Representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep the Company informed on a current basis, and, in any event, within 24 hours of any changes in the status, the terms and any other material details of any such proposals or offers, including whether any such proposal has been withdrawn or rejected. Parent also agrees to provide any information to the Company that it is providing to another Person pursuant to this Section 6.08 at substantially the same time it provides it to such other Person. Parent agrees promptly, but in any event within five days after the Original Merger Agreement Date, to request the return or destruction of all information and materials provided prior to the Original Merger Agreement Date by it, its Affiliates or their respective Representatives (and any information derived therefrom) with respect to the consideration or making of any Acquisition Proposal (including with respect to the possible sale of the Flextech Group) and Parent shall otherwise use its reasonable best efforts to enforce any confidentiality agreement relating thereto. The parties agree that in determining what actions are necessary for the Board of Directors of Parent to comply with their respective fiduciary duties, the Board of Directors may consider the transactions contemplated by this Agreement to be structured as they were under the Original Merger Agreement (except to the extent that the structure under this Agreement eliminates the need for consents of Third Parties).

     Section 6.09. License Expirations. Parent shall, and shall cause its Subsidiaries to, use reasonable best efforts to ensure that all Parent

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Communications Licenses remain in full force and effect in the ordinary course of business. Upon reasonable prior notice, Parent shall, and shall cause its Subsidiaries to, allow representatives of the Company to attend meetings and hearings before applicable Governmental Entities in connection with any proposed modifications or amendments to any Parent Communications License or other Governmental Authorization.

     Section 6.10. Cooperation. (a) Upon the request of the Company, Parent shall, and shall cause its Subsidiaries to, assist and cooperate with the Company in connection with (A) any proposed (i) sale of all or a substantial portion of Parent’s and/or any of its Subsidiaries’ ownership interest in, or all or a substantial portion of the assets of, the Flextech Group, to, or (ii) entry into a joint venture or other business combination transaction relating to the Flextech Group with, in either case, one or more Third Parties (any such proposed or potential Third Party, a “Flextech Transaction Party”) and on such terms and conditions as the Company shall determine (any transactions contemplated by clause (i) or (ii) above, a “Flextech Transaction”), provided that, (1) the Company shall consult with Parent and give reasonable consideration to the views of Parent as to the manner of effecting any Flextech Transaction or the process relating thereto, which the Company shall, in each case, have the right to direct, (2) representatives of Parent shall be permitted to participate fully in any negotiations with a Flextech Transaction Party, (3) the Company shall, promptly upon receipt of appropriate invoices therefore, reimburse Parent and its Subsidiaries and the members of the Flextech Group for their reasonable out of pocket costs in complying with this Section 6.10(a)(A) and (4) no obligation of Parent or any of its Subsidiaries under any agreement or instrument with respect to any Flextech Transaction (other than this Agreement) shall be effective until the Effective Time and none of Parent or any of its Subsidiaries shall have any obligation or liability under any such agreement or instrument prior to the Effective Time, and (B) any Flextech Group Restructuring, provided that, Parent shall not be obligated to undertake any action as part of any such restructuring if such action would result in any significant cost or detriment to Parent or any of its Subsidiaries unless the Company agrees to compensate Parent or the relevant Subsidiaries for such cost or detriment in the event that this Agreement is terminated.

     (b) Without limiting the generality of the foregoing, Parent shall, and shall cause its Subsidiaries to, (A) in connection with any Flextech Transaction, (i) give to any such Flextech Transaction Party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of Parent and its Subsidiaries relating to the Flextech Group, (ii) furnish to any such Flextech Transaction Party, its counsel, financial advisors, auditors, and other authorized representatives such financial and operating data and other information with respect to the Flextech Group as such Persons may reasonably request, and (iii) assist in taking or making any action by or in respect of, or filing with, any Governmental Authority, and obtaining any actions, consents, approvals or waivers required to be obtained, in

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each case, as customarily required in connection with the consummation of any Flextech Transaction, and (B) in connection with any of the transactions contemplated by this Agreement (including without limitation for the purpose of obtaining finance for any such transaction) and any integration or restructuring to be implemented after the Effective Time, promptly upon the Company’s request, take such action as the Company may reasonably request to restructure the balance sheets of any Subsidiaries of Parent (including, without limitation, by the capitalization of intra-group indebtedness) so as to enable any such Subsidiary to undertake a financial assistance whitewash procedure (in accordance with sections 155 to 158 of the U.K. Companies Act 1985) to enable it to give financial assistance (the “Whitewash Procedure”), and provide (and instruct their respective accountants to provide) to the Company, each Subsidiary of the Company and/or Ernst & Young LLP (or any other advisers appointed by the Company for such purpose) all assistance, information and access required by any of them in connection with the preparation for or implementation of any such Whitewash Procedure, including: (1) providing them with all accounting and financial information and records requested by them in relation to any such company; (2) preparing and providing to them all reports, analyses and other materials reasonably required by them in relation to any such company; and (3) providing them with access to the appropriate personnel of any such company. In addition, with effect from and subject to the occurrence of the Closing Date, Parent shall, if so directed by the Company, (i) cause the directors of any such company required to undertake the Whitewash Procedure to resign, and shall cause individuals nominated by the Company to be appointed as the directors of each such company in their place; and (ii) cause the auditors of each such company required to undertake the Whitewash Procedure to resign and shall cause Ernst & Young, LLP (or any other firm of accountants nominated by the Company for such purpose) to be appointed as the auditors in their place.

     (c) Notwithstanding anything to the contrary contained herein, the assistance and cooperation contemplated by Sections 6.10(a) and 6.10(b) above shall not require Parent or its Subsidiaries to take any action that unreasonably interferes with the business operations of Parent and its Subsidiaries (including the Flextech Group). The Company shall not take any action in connection with a Flextech Transaction or the Flextech Group Restructuring that would reasonably be expected to adversely affect in any material respect the Flextech Group or Parent’s interest therein if the Merger is not consummated.

     (d) Parent shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to assist and cooperate with the Company in the Company’s efforts to obtain the private letter ruling, closing agreement or similar document described in Section 9.02(g)(i), including by giving such representations as the Company may reasonably request.

     (e) After the Original Merger Agreement Date and prior to the Effective Time, Parent shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to assist and cooperate with the Company and its Subsidiaries such

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that the Company is able to comply, on a timely basis after the Effective Time (without regard to grace periods thereunder with respect to acquisitions), with the applicable provisions under the Sarbanes-Oxley Act and the 1934 Act, including those regarding the reliability of the combined company’s financial reporting and the preparation of the combined company’s financial statements for external purposes (including Sections 302 and 404 of the Sarbanes-Oxley Act and Rules 13a-14 and 15d-14 of the 1934 Act); provided that, the foregoing shall not require Parent or its Subsidiaries to take any action that unreasonably interferes with the business operations of Parent and its Subsidiaries or to incur any unreimbursed out-of-pocket expense.

     (f) Parent agrees that (i) upon the receipt of a written request from the Company, it will promptly withdraw, and/or cause its Subsidiaries to withdraw, the request filed by Parent and/or its Subsidiaries with the Internal Revenue Service under §301.9100 of the Procedure and Administration Regulations on September 1, 2005, and (ii) upon the receipt of a written request from the Company, it will seek permission from the Internal Revenue Service to revoke any election made or purportedly made by Parent or any of its Subsidiaries under Section 108(b)(5) of the Code.

     (g) Parent shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to assist and cooperate with the Company with respect to the matters referred to in Section 6.10(g) of the Company Disclosure Schedule.

     Section 6.11. Approval of Charter Amendment; Amendment of Parent Rights Agreement. As promptly as practicable after the date hereof, and in any event prior to the Registration Statement being declared effective, Parent’s Board of Directors shall approve the Charter Amendment. Parent shall take all actions necessary so that, (i) the Parent Rights Agreement and the Parent Rights are inapplicable to the shares of Parent Class B Redeemable Common Stock and (ii) immediately prior to the Effective Time, the Parent Rights Agreement is amended so that the references to “25%” contained in the definition of “Acquiring Person” in such agreement shall be changed to “15%”.

ARTICLE 7
COVENANTS OF THE COMPANY

The Company agrees that:

     Section 7.01. Conduct of the Company. From the Original Merger Agreement Date until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course and in material compliance with all material Applicable Laws and material Governmental Authorizations, and use its reasonable best efforts to (i) preserve intact its business organization and relationships with Third Parties, and (ii) keep available the services of its officers and key employees. Without limiting the generality of the foregoing, from the Original Merger Agreement Date until the

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Effective Time, except (A) as expressly contemplated by this Agreement or set forth in Section 7.01 of the Company Disclosure Schedule, or (B) as Parent may approve in writing (such approval not to be unreasonably withheld or delayed):

     (a) the Company shall not adopt or propose any change in its certificate of incorporation or bylaws;

     (b) the Company shall not (i) declare, set aside or pay any dividend or make other distribution (whether in cash, stock, property or any combination thereof) in respect of any shares of its capital stock, (ii) make any tender or exchange offer for Company Stock at a premium to the then-existing market price of such Company Stock, (iii) split, combine or reclassify any shares of its capital stock, or (iv) issue, deliver or sell, or authorize the issuance, delivery or sale of, any shares of its capital stock, other than (A) the issuance of any shares of Company Stock upon the exercise of stock options in accordance with their terms as of October 2, 2005, (B) issuances pursuant to the exercise of warrants outstanding on the Original Merger Agreement Date, (C) the granting (or any subsequent exercise thereof) of options to acquire shares of Company Stock or restricted shares of Company Stock in the ordinary course of business (which shall include grants pursuant to the Company Stock Plans), and (D) issuances of stock or grants of stock options (or other stock-based compensation) in connection with any merger, acquisition or other business combination, or other material transaction that, in any such case, does not require any approval of the Company’s stockholders, provided that, for the sake of clarity, neither this Section 7.01(b) nor Section 7.01(f) shall preclude the Company or any of its Subsidiaries from entering into any agreement with respect to any transaction referred to in Section 7.01(b)(iv)(D) (regardless of whether or not the issuance of stock in connection therewith would require the approval of the Company’s stockholders) as long as the record date for any requisite stockholders vote required in connection therewith occurs after the Effective Time;

     (c) the Company shall not adopt any plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization or propose any resolution for its winding-up, striking-off or dissolution or apply to any court for an administration order or the appointment of a receiver, trustee or similar officer or commence any negotiations to enter into any arrangement with or composition for the benefit of creditors (including any moratorium prior to a voluntary arrangement);

     (d) the Company shall not, and shall not permit any of its Subsidiaries to, enter into any transaction that would reasonably be expected to materially delay the completion of the Merger;

     (e) the Company shall not, and shall not permit any of its Subsidiaries to, take any action that is reasonably likely to result in any of the conditions to the Merger set forth in Section 9.03(a) or Section 9.03(b) not being satisfied; or

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(f) the Company shall not agree or commit to do any of the foregoing.

     Section 7.02. Company Stockholder Meeting; Proxy Material. Subject to its fiduciary duties, the Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”) to be duly called and held as soon as reasonably practicable for the purposes of obtaining the Company Stockholder Approval. Subject to its fiduciary duties, the Board of Directors of the Company shall recommend the Company Stockholder Approval, and shall not withdraw or modify in a manner adverse to Parent such recommendation. In connection with the Company Stockholder Meeting, the Company shall (i) mail the Joint Proxy Statement/Prospectus to the Company’s stockholders as promptly as practicable after the Registration Statement is declared effective under the 1933 Act and, if necessary in order to comply with applicable securities laws, after the Joint Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies, (ii) subject to its fiduciary duties under Applicable Law and subject to the foregoing, use reasonable best efforts to secure the Company Stockholder Approval, and (iii) otherwise comply with all legal requirements applicable to such meeting. Subject to Section 10.01 hereof, the matters required to be approved in order to obtain the Company Stockholder Approval shall be submitted to the Company’s stockholders at the Company Stockholder Meeting whether or not (A) the Board of Directors of the Company shall have withdrawn, qualified or modified the Company Board Recommendation in a manner adverse to Parent, and/or (B) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors, provided that, for purposes of this clause (B), each reference in the definition of “Acquisition Proposal” shall be deemed a reference to “the Company”.

     Section 7.03. Affiliates. Prior to the date of the Company Stockholder Meeting, the Company shall deliver to Parent a letter identifying all known Persons who, in the opinion of the Company, as of the time of the Company Stockholder Meeting, may be deemed affiliates of the Company under Rule 145 of the 1933 Act ( a “Company Rule 145 Affiliate”). The Company shall use its reasonable best efforts to obtain a written agreement from each Company Rule 145 Affiliate as soon as practicable and, in any event, at least 30 days prior to the Effective Time, substantially in the form of Exhibit D hereto.

     Section 7.04. Merger Subsidiary. If reasonably requested by Parent, the Company shall designate one or more of its executive officers who are U.S. citizens to become managers and/or officers of Merger Subsidiary before any borrowings are effected under the Financing and Parent will approve such amendments to the limited liability company agreement of Merger Subsidiary and take such other actions as may be necessary or appropriate to effect such designations.

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ARTICLE 8
COVENANTS OF PARENT AND THE COMPANY

The parties hereto agree that:

     Section 8.01. Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use (and shall cause their respective Subsidiaries to use) their reasonable best efforts to take, or cause to be taken, all actions (including the making by the Company of directions pursuant to Section 8.01(b) and Section 8.01(e)) and to do, or cause to be done, all things necessary, proper or advisable on its part under this Agreement and under Applicable Law to consummate and make effective as promptly as practicable the Merger and the other transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtaining as promptly as practicable and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations necessary or advisable to be obtained from any Governmental Authority or other Person in connection with the Merger or any other transaction contemplated by this Agreement, including the Company License Consents and the Parent License Consents.

     (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall (A) assist, consult and cooperate with each other in preparing and making (i) appropriate submissions and filings to the OFT, OFCOM or the Competition Commission or any other appropriate Governmental Authority in respect of the condition set forth in Section 9.01(c), (ii) appropriate submissions and notifications to OFCOM and any other appropriate Governmental Authority in respect of any Company License Consents, (iii) a joint notification to the Irish Competition Authority of the transactions contemplated by this Agreement pursuant to the Irish Competition Act and any other filings, submissions or notifications to the Irish Competition Authority or Irish Minister for Enterprise Trade and Employment (the “Minister”) in respect of the condition set forth in Section 9.02(c), and (iv) all other comparable filings or submissions which the parties hereto reasonably agree are necessary or advisable, in each case, as promptly as practicable (including, in each case, any amendments or revisions thereto in order to reflect the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof), provided that, (x) the Company, acting through its legal advisers and subject to complying with the obligations set forth in Section 8.01(c), shall have the right to direct the content of such submissions, notifications, filings and any subsequent correspondence relating thereto, such right not to be unreasonably exercised and (y) the content and process shall be reasonably satisfactory to Parent, (B) as promptly as practicable, supply any non-privileged additional information and documentary material that may be requested pursuant to any such filing or submission, (C) promptly use its reasonable best efforts to avoid the entry of, or vacate or remove

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(including by appeal, if available), as the case may be, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment by any Governmental Authority with competent jurisdiction over the transactions contemplated hereby that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the defense through litigation on the merits of any claim asserted before a Governmental Antitrust Authority seeking to delay, restrain, prevent, enjoin, or otherwise prohibit consummation of the Merger, and (D) take all other actions reasonably necessary to secure the satisfaction of the conditions set forth in Section 9.01(c) and Section 9.02(c).

     (c) The Company and Parent shall (A) cooperate with one another in (i) determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the Merger or the consummation of the other transactions contemplated by this Agreement, (ii) taking, and seeking promptly to obtain, any such actions, consents, approvals or waivers, and (iii) making any such filings or notifications, or furnishing information required in connection therewith, and (B) consult with each other with respect to the preparation of, and each shall have the right to review in advance, any written submissions made to any Governmental Antitrust Authority by either Parent or the Company in connection with the Merger and each agrees not to attend any meeting or teleconference with any Governmental Antitrust Authority relating to the Merger without giving representatives of the other both reasonable notice of that meeting or teleconference and unless expressly refused by the Governmental Antitrust Authority a reasonable opportunity to attend such meeting or teleconference.

     (d) Notwithstanding anything to the contrary contained in this Agreement, the parties hereby agree and acknowledge that neither this Section 8.01 nor the “reasonable best efforts” standard shall require, or be construed to require, other than as set forth in the proviso below, Parent or the Company or any of their respective Subsidiaries or other Affiliates, in order to obtain any approvals, consents, registrations, permits, authorizations, and other confirmations to be obtained from any Governmental Authority or Governmental Antitrust Authority or otherwise to satisfy the condition set forth in Section 9.01(c), to:

     (i) offer the OFT undertakings in lieu of a reference pursuant to Section 73 of the Enterprise Act (other than following a remittal of the Merger back to the OFT for reconsideration pursuant to Section 120(5) of the Enterprise Act); or

     (ii) offer the U.K. Secretary of State undertakings in lieu of a reference pursuant to paragraph 3 of Schedule 7 of the Enterprise Act (other than following a remittal of the Merger back to the U.K. Secretary of State for reconsideration pursuant to Section 120(5) of the Enterprise Act); or

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     (iii) appeal any decision by the OFT or the U.K. Secretary of State to refer the Merger or the other transactions contemplated by this Agreement to the Competition Commission; or

     (iv) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate pending any such action, or (B) propose, negotiate or offer to effect, or consent or commit to, any such sale, leasing, licensing, transfer, disposal, divestiture or other encumbrance, or holding separate, before or after the Effective Time, of any assets, licenses, operations, rights, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates); or

     (v) take or agree to take any action or agree or consent to any limitations or restrictions on freedom of actions with respect to, or its ability to retain, or make changes in, any such assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates),

unless, in the case of all such requirements described in clauses (iv) and (v) above, such requirements would not, individually or in the aggregate with all other such requirements, reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, in each case, without regard to clause (b) and clause (iv) (insofar as such clause (iv) relates to any matter contemplated by clause (iv) or (v) above) of each such definition (a “Regulatory Material Adverse Effect”); provided, however, that the Company can compel Parent to take any of the actions referred to above (or agree to take such actions) if such actions are only effective after the Effective Time. For purposes of this Agreement, a Regulatory Material Adverse Effect shall in any event be deemed to arise if an obligation is imposed on, or a binding undertaking is sought from, Parent and/or the Company by any Governmental Authority or Governmental Antitrust Authority requiring Parent and/or the Company to (i) offer access by Third Parties to the network infrastructure of Parent or Company (or any of their respective Subsidiaries or other Affiliates) to enable those Third Parties or any other Third Parties to offer or provide products and/or services to customers connected directly to that network infrastructure, or (ii) sell, transfer, dispose of or divest, or hold separate all or a significant portion of, the Flextech Group, excluding for this purpose sit-up Limited; provided that the Company can compel Parent to take any of the actions referred to above (or agree to take such actions) if such actions are only effective after the Effective Time.

     (e) Notwithstanding anything to the contrary contained in this Agreement, (i) Parent agrees that it shall refrain (and shall cause its Subsidiaries to refrain) from taking or agreeing to take any of the actions set forth in clauses (i) through (v) of Section 8.01(d), without the prior written direction of the Company, acting through its legal advisers, and (ii) the Company agrees to exercise the right

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to direct actions referred to in this Section 8.01 reasonably (other than actions referred to in Section 8.01(d)(i) and Section 8.01(d)(ii)), and a direction not to take an action described in clauses (iv) and (v) of Section 8.01(d)) will be deemed reasonable if such actions (or agreement to take such actions) would, individually or in the aggregate with all other requirements described in Section 8.01(d), reasonably be expected to have a Regulatory Material Adverse Effect).

     Section 8.02. U.S. Disclosure Filings. (a) As soon as practicable following the date of this Agreement, the Company and Parent shall prepare and file with the SEC the Joint Proxy Statement/Prospectus and Parent shall, in cooperation with the Company, prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as the Company’s proxy statement and Parent’s proxy statement and prospectus (such filings, the “U.S. Disclosure Filings”). Each of the Company and Parent shall use reasonable best efforts to have the Registration Statement declared effective under the 1933 Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. All U.S. Disclosure Filings shall comply as to form in all material respects with the provisions of the 1933 Act and the 1934 Act, as applicable.

     (b) Each of Parent and the Company shall provide the other party and its counsel with (i) any comments or other communications, whether written or oral, that such party or its counsel may receive from time to time from the SEC or its staff with respect to any U.S. Disclosure Filing, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SEC.

     (c) No amendment or supplement to any of the Registration Statement or the Joint Proxy Statement/Prospectus will be made by the Company or Parent without the approval of the other party, which will not be unreasonably withheld or delayed, except as may be required by Applicable Law; provided that, with respect to documents filed by the Company or Parent which are incorporated by reference in any of the aforementioned U.S. Disclosure Filings, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations.

     (d) Each of Parent and the Company shall advise the other party and its counsel, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of New Parent Stock issuable in connection with the Merger and, if applicable, the shares of New Parent Stock and/or Parent Class B Redeemable Common Stock issuable pursuant to the Charter Amendment for offering or sale in any jurisdiction, or any request by the SEC for amendment of any of the U.S. Disclosure Filings or comments thereon and responses thereto or requests by the

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SEC for additional information. If, at any time prior to the Effective Time, the Company or Parent discover any information relating to either party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to any of the U.S. Disclosure Filings, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and the parties will cooperate with each other in order to promptly file with the SEC and, to the extent required by Applicable Law, disseminate to the stockholders of the Company and Parent, an appropriate amendment or supplement describing such information.

     (e) Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under foreign or state securities or Blue Sky laws in connection with the issuance of New Parent Stock in the Merger and, if applicable, the issuance of New Parent Stock and Parent Class B Redeemable Common Stock pursuant to the Charter Amendment, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with any such action.

     Section 8.03. Public Announcements. Parent and the Company shall consult with each other before issuing any press release, making any other public statement or scheduling any press conference or conference call with investors or analysts, in each case, with respect to this Agreement or the transactions contemplated hereby and, except as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association, shall not issue any such press release, make any such other public statement or schedule any such press conference or conference call before such consultation. Parent and the Company hereby agree that the initial press release with respect to the Merger shall be a joint press release and Parent and the Company will cooperate in drafting such release and disseminating it in a timely manner.

     Section 8.04. Further Assurances. At and after the Effective Time, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of the Company or Merger Subsidiary, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Company or Merger Subsidiary, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets of the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

     Section 8.05. Access to Information. (a) From the Original Merger Agreement Date until the Effective Time and subject to Applicable Law and the Confidentiality Agreement, the Company and Parent shall upon reasonable notice,

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(i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries (including access to perform physical examinations), (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 8.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 8.05 shall affect or be deemed to modify any representation or warranty made by any party hereunder.

     Section 8.06. Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of:

     (a) any notice or other communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and/or (ii) BBC Worldwide Limited or any of its Affiliates relating to the Merger or the other transactions contemplated by this Agreement;

     (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;

     (c) any actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as the case may be, that, if pending on the Original Merger Agreement Date, would have been required to have been disclosed pursuant to any Section of this Agreement, or that relate to the consummation of the transactions contemplated by this Agreement;

     (d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the condition set forth in Section 9.02(a)(ii) or Section 9.03(a)(ii) not to be satisfied;

     (e) any occurrence or non-occurrence of any event, the occurrence or non-occurrence of which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect; and

     (f) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder;

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provided, however, that the delivery of any notice pursuant to this Section 8.06 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice or constitute an admission that any event communicated is material or could give rise to a Company Material Adverse Effect or Parent Material Adverse Effect.

     Section 8.07. Financing. The Company shall use its reasonable best efforts to obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letter, including using reasonable best efforts to (i) negotiate definitive agreements with respect to the Financing consistent with the terms and conditions contained therein, and (ii) satisfy on a timely basis all conditions in such definitive agreements the satisfaction of which are within the control of the Company. The Company shall use its reasonable best efforts to comply with its obligations, and enforce its rights, under the Commitment Letter. The Company shall give Parent prompt notice of any material breach by any party to the Commitment Letter of which the Company has become aware or any termination of the Commitment Letter. The Company shall not permit any amendment or modification to, or any waiver of any material provision or remedy under, the Commitment Letter if such amendment, modification or waiver materially increases the conditionality or materially delays the Financing. Parent and Merger Subsidiary shall assist and cooperate with the Company in connection with its efforts to obtain the proceeds of the Financing, including (x) providing, in accordance with the terms of Section 8.05, reasonably required information relating to Parent, Merger Subsidiary and their Subsidiaries to the financial institution or institutions providing the Financing, and (y) executing and delivering, and causing such Subsidiaries to execute and deliver credit agreements, security agreements, customary certificates, legal opinions (which may be reasoned, if counsel reasonably believes it cannot give the opinion otherwise) or other agreements, certificates, documents and instruments relating to the Financing or relating to guarantees, the pledge of collateral and other matters ancillary to the Financing, in each case as may be reasonably requested by the Company in connection with the Financing; provided that, no obligation of Parent, Merger Subsidiary or any of their Subsidiaries under any such agreement, certificate, document or instrument shall be effective until the immediately prior to the Effective Time, and none of Parent or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or unreimbursed out-of-pocket expense in connection with the Financing prior to the Effective Time (except, to the extent that any such payment is required to give effect to the Merger or the Parent Common Stock Redemption, in which case such payment shall be made immediately prior to the Effective Time and, if the Effective Time shall not occur, the Company shall promptly reimburse Parent or the relevant Subsidiary of Parent for any such payment).

     Section 8.08. Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required (to the extent permitted under applicable law) to cause any dispositions of Company Stock (including

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derivative securities with respect to Company Stock), or dispositions of Parent Stock (including derivative securities with respect to Parent Stock), or acquisitions of New Parent Stock (including derivative securities with respect to New Parent Stock), resulting from the transactions contemplated by Article 2 of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the 1934 Act with respect to the Company or Parent, or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the 1934 Act.

     Section 8.09. Accountants’ Letters. (a) Parent shall use reasonable best efforts to cause to be delivered to the Company two letters from Parent’s independent public accountants, one dated approximately the date on which the Registration Statement shall be declared effective and one dated as of the Closing Date, each addressed to Parent and the Company, in form reasonably satisfactory to the Company and customary in scope for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

     (b) The Company shall use reasonable best efforts to cause to be delivered to Parent two letters from the Company’s independent public accountants, one dated approximately the date on which the Registration Statement shall be declared effective and one dated as of the Closing Date, each addressed to the Company and Parent, in form reasonably satisfactory to Parent and customary in scope for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

     Section 8.10. Stockholder Meetings. Parent and the Company shall use their reasonable best efforts to hold the Parent Stockholder Meeting and the Company Stockholder Meeting on the same date and at the same time.

     Section 8.11. Tax Matters. Parent and the Company intend the Merger to qualify as a reorganization under Section 368(a) of the Code and intend the Charter Amendment and the Parent Common Stock Redemption to qualify as a redemption within the meaning of Section 317 of the Code, governed by Section 302 of the Code, of a portion of the Parent Common Stock. Each of Parent and the Company, and each of their respective Subsidiaries, shall use its reasonable best efforts to cause the Merger to so qualify and to obtain the opinions of Sullivan & Cromwell LLP and Davis Polk & Wardwell referred in Sections 9.03(c) and 9.02(h) of this Agreement. For purposes of such opinions, each of Parent and the Company shall use its reasonable best efforts to provide representation letters substantially in the form of Exhibit E and Exhibit F hereto, respectively, each dated on or about the date the Registration Statement shall become effective, and subsequently, on the Closing Date. Each of Parent, Merger Subsidiary and the Company and each of their respective Affiliates shall use its reasonable best efforts not to take any action, not to fail to take any action, cause any action to be taken or not taken, or suffer to exist any condition, which action

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or failure to take action or condition would prevent, or would be reasonably likely to prevent, the Merger from qualifying as a reorganization under Section 368(a) of the Code or that would prevent the Charter Amendment and the Parent Common Stock Redemption from qualifying as a redemption governed by Section 302 of the Code.

     Section 8.12. Affiliates. Parent and the Company agree that if the shares of New Parent Stock issuable pursuant to the Charter Amendment are required to be registered with the SEC pursuant to the 1933 Act, the provisions of Section 7.03 (including Exhibit D hereto) shall apply to Parent mutatis mutandis.

ARTICLE 9
CONDITIONS TO THE CHARTER AMENDMENT AND THE MERGER

     Section 9.01. Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger and file the Charter Amendment are subject to the satisfaction of the following conditions:

     (a) Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

     (b) No court or other Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Applicable Law that prohibits the consummation of the Merger, the filing of the Charter Amendment, the reclassification of Parent Stock contemplated by the Charter Amendment or the Parent Common Stock Redemption.

     (c) (i) (A) OFT shall have either confirmed to Parent, Merger Subsidiary or the Company in writing (a copy of which shall have been provided to the other parties to this Agreement by the recipient of the confirmation) that it does not intend to refer the Merger to the Competition Commission pursuant to Section 33(1) of the Enterprise Act, other than in the circumstances of Section 33(2)(b) of the Enterprise Act, or the OFT shall have accepted undertakings from Parent (in compliance with Section 8.01) in lieu of a reference pursuant to Section 73 of the Enterprise Act, and (B) if the condition set forth in Section 9.01(c)(i)(A) is satisfied and the condition in this Section 9.01(c)(i)(B) has not been waived by the Company, either (x) the period specified in Rule 26 of the Competition Appeal Tribunal Rules 2003 for making any application under Section 120(1) of the Enterprise Act shall have expired without any such application having being made, (y) in the event that such application has been made the Competition Appeal Tribunal shall have rejected such application pursuant to Rule 10 of the Competition Appeal Tribunal Rules 2003 or dismissed such application pursuant to Section 120(5) of the Enterprise Act, or the application shall have been withdrawn pursuant to Rule 12 of the Competition Appeal Tribunal Rules 2003, or (z) in the event that such application has been made and the OFT’s decision in relation to the Merger is quashed in whole or in part and remitted back to the OFT

 

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under Section 120(5) of the Enterprise Act, the OFT’s subsequent decision in relation to the Merger satisfies the condition set forth in Section 9.01(c)(i)(A) (without any need to satisfy the condition in Section 9.01(c)(i)(B)); or

     (ii) (A) in the event that the U.K. Secretary of State serves an intervention notice pursuant to Section 42(2) of the Enterprise Act, the U.K. Secretary of State (x) shall have confirmed to Parent, Merger Subsidiary or the Company in writing (a copy of which shall have been provided to the other parties to this Agreement by the recipient of the confirmation) that the U.K. Secretary of State does not intend to refer the Merger to the Competition Commission pursuant to Section 45 of the Enterprise Act, other than in the circumstances of Section 56(1) of the Enterprise Act, or (y) shall have accepted undertakings in lieu of a reference pursuant to Paragraph 3 of Schedule 7 of the Enterprise Act, and (B) if the condition set forth in Section 9.01(c)(ii)(A) is satisfied and the condition in this Section 9.01(c)(ii)(B) has not been waived by the Company, either (x) the period specified in Rule 26 of the Competition Appeal Tribunal Rules 2003 for making any application under Section 120(1) of the Enterprise Act shall have expired without any such application having being made, (y) in the event that such application has been made the Competition Appeal Tribunal shall have rejected such application pursuant to Rule 10 of the Competition Appeal Tribunal Rules 2003 or dismissed such application pursuant to Section 120(5) of the Enterprise Act, or the application shall have been withdrawn pursuant to Rule 12 of the Competition Appeal Tribunal Rules 2003, or (z) in the event that such application has been made and the Secretary of State's decision in relation to the Merger is quashed in whole or in part and remitted back to the Secretary of State under Section 120(5) of the Enterprise Act, the Secretary of State’s subsequent decision in relation to the Merger satisfies the condition set forth in Section 9.01(c)(ii)(A) (without any need to satisfy the condition in this Section 9.01(c)(ii)(B)); or

     (iii) in the event of a reference of the Merger by the OFT to the Competition Commission pursuant to Section 33(1) of the Enterprise Act or a deemed reference by the OFT to the Competition Commission pursuant to Section 56(3) of the Enterprise Act, then (A) the Competition Commission shall have decided that the Merger shall not be expected to result in a substantial lessening of competition pursuant to Section 36(1) of the Enterprise Act, (B) the Competition Commission shall have accepted undertakings from Parent (in compliance with Section 8.01) pursuant to Section 82(1) of the Enterprise Act, or (C) the Competition Commission shall have made an order pursuant to Section 84(1) of the Enterprise Act which would not reasonably be expected to give rise to a Regulatory Material Adverse Effect; or

     (iv) in the event of a reference of the Merger by the U.K. Secretary of State to the Competition Commission pursuant to Section 45

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of the Enterprise Act, then (A) the U.K. Secretary of State shall have confirmed to Parent, Merger Subsidiary or the Company in writing (a copy of which shall have been provided to the other parties to this Agreement by the recipient of the confirmation) a decision that he shall not make an adverse public interest finding pursuant to Section 54(2) of the Enterprise Act, (B) the U.K. Secretary of State shall have made no finding at all pursuant to Section 54(2) of the Enterprise Act in circumstances where the reference was made pursuant to Section 45(3) or 45(5) of the Enterprise Act, (C) the U.K. Secretary of State shall have made no finding at all pursuant to Section 54(2) of the Enterprise Act in circumstances where the reference was made pursuant to Section 45(2) or 45(4) of the Enterprise Act and subsequently the Competition Commission shall have (x) concluded that the Merger shall not be expected to result in a substantial lessening of competition pursuant to Section 36(1) of the Enterprise Act, (y) accepted undertakings from Parent (in compliance with Section 8.01) pursuant to Section 82(1) of the Enterprise Act, or (z) made an order pursuant to Section 84(1) of the Enterprise Act which would not reasonably be expected to give rise to a Regulatory Material Adverse Effect, or (D) in the event that the U.K. Secretary of State makes an adverse public interest finding pursuant to Section 54(2), then (x) the U.K. Secretary of State shall have accepted undertakings from Parent (in compliance with Section 8.01) pursuant to Paragraph 9 of Schedule 7 of the Enterprise Act, or (y) the U.K. Secretary of State shall have made an order pursuant to Paragraph 11 of Schedule 7 of the Enterprise Act which would not reasonably be expected to give rise to a Regulatory Material Adverse Effect.

     (d) The Registration Statement shall have been declared effective, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated by the SEC and not concluded or withdrawn.

     (e) The shares of New Parent Stock to be issued in the Merger and pursuant to the Charter Amendment shall have been approved for quotation on NASDAQ, subject to official notice of issuance.

     Section 9.02. Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction or waiver by the Company (to the extent permitted by applicable law) of the following further conditions:

     (a) (i) Each of Parent and Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of Parent contained in this Agreement (A) that are qualified by materiality or Parent Material Adverse Effect shall be true at and as of the Effective Time as if made at and as of such time (other than such representations or warranties that address

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matters only as of a certain date, which shall be true as of such date), and (B) that are not qualified by materiality or Parent Material Adverse Effect shall be true at and as of the Effective Time as if made at and as of such time (other than such representations or warranties that address matters only as of a certain date, which shall be true as of such date), provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 9.02(a)(ii)(B) shall be deemed to have been satisfied even if any representations and warranties of Parent (other than Sections 4.02(b), 4.05, 4.06(b), 4.06(d), 4.14, and 4.15 which must, in each case, be true and correct in all material respects) are not so true and correct unless the failure of such representations and warranties of Parent to be so true and correct, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect, and (iii) the Company shall have received a certificate signed by the acting chief executive officer and the chief financial officer of Parent to the foregoing effect.

     (b) There shall not have been instituted or be pending any action or proceeding by any Governmental Authority which would reasonably be expected to have a Regulatory Material Adverse Effect (but excluding (x) related proceedings of the Competition Appeal Tribunal or any higher court following satisfaction of the condition in Section 9.01(c)(i)(B)(z), Section 9.01(c)(ii)(B)(z), Section 9.01(c)(iii) or Section 9.01(c)(iv) and (y) any proceeding before or made to the Irish High Court in connection with the Merger).

(c) One of the following events shall have occurred in Ireland:

     (i) the Irish Competition Authority shall have informed Parent and the Company that it has determined, pursuant to Section 21(2)(a) of the Irish Competition Act, that the Merger may be put into effect and the Minister shall not have directed the Irish Competition Authority to carry out an investigation under Section 22 of the Competition Act; or

     (ii) the period specified in Section 19(1)(c) of the Irish Competition Act shall have elapsed without the Irish Competition Authority having informed Parent or the Company of the determination (if any) it has made under Section 21(2)(a) or (b) of the Irish Competition Act; or

     (iii) the Irish Competition Authority, having carried out an investigation under Section 22 of the Irish Competition Act, shall have made a determination under Section 22(3)(a) or Section 22(3)(c) of the Irish Competition Act which would not reasonably be expected to give rise to a Regulatory Material Adverse Effect and the Minister shall not have made an order within the period specified in Section 23(4) of the Irish Competition Act; or

     (iv) the Irish Competition Authority, having carried out an investigation under Section 22 of the Irish Competition Act, shall have

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made a determination under Section 22(3)(a) or (c) of the Irish Competition Act which would not reasonably be expected to give rise to a Regulatory Material Adverse Effect and one of the following events shall have occurred:

     (A) the Minister shall have made an order under Section 23(4)(a) of the Irish Competition Act; or

     (B) the Minister shall have made an order under Section 23(4)(b) of the Irish Competition Act which would notreasonably be expected to have a Regulatory Material Adverse Effect; or

     (v) the period specified in Section 19(1)(d) of the Irish Competition Act shall have elapsed without the Irish Competition Authority having made a determination under Section 22 of the Irish Competition Act in relation to the Merger.

     (d) All consents, approvals, waivers and actions of, filings with and notices to, any Governmental Authority or any other Person necessary to be obtained or made by Parent or any of its respective Subsidiaries (but excluding (x) related proceedings of the Competition Appeal Tribunal or any higher court following satisfaction of the condition in Section 9.01(c)(i)(B)(z), Section 9.01(c)(ii)(B)(z), Section 9.01(c)(iii) or Section 9.01(c)(iv) and (y) any proceeding before or made to the Irish High Court in connection with the Merger) to consummate the transactions contemplated by this Agreement shall have been obtained, be in effect and be subject to no limitations, conditions, restrictions or obligations, except for such consents the failure of which to obtain would not, and such limitations, conditions, restrictions or obligations as would not, individually or in the aggregate, reasonably be expected to have a Regulatory Material Adverse Effect.

     (e) There shall not have occurred and be continuing as of or otherwise arisen before the Effective Time any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect (but excluding (x) related proceedings of the Competition Appeal Tribunal or any higher court following satisfaction of the condition in Section 9.01(c)(i)(B)(z), Section 9.01(c)(ii)(B)(z), Section 9.01(c)(iii) or Section 9.01(c)(iv) and (y) any proceeding before or made to the Irish High Court in connection with the Merger).

(f) [RESERVED]

     (g) The earlier of the following shall have occurred: (i) the Company shall have received a private letter ruling, closing agreement or similar document from the IRS to the effect described in Section 9.02(g) of the Company Disclosure Schedule, provided that at all times prior to the receipt of such ruling, agreement

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or document the Company reasonably believes that there is a reasonable possibility that such ruling, agreement or document will in fact be received, or (ii) April 2, 2006; provided that, if, prior to the satisfaction or waiver of this condition, all of the other conditions contained in this Article 9 shall have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Effective Time and can immediately be satisfied), then the Company shall promptly waive either (i) the condition set forth in this Section 9.02(g) or (ii) the conditions set forth in Section 9.02(a)(ii), Section 9.02(a)(iii) (to the extent relating to Section 9.02(a)(ii), provided that, Parent delivers to the Company the certificate contemplated by Section 9.02(a)(iii) relating to Section 9.02(a)(ii) as of the date of this waiver) and Section 9.02(e).

     (h) The Company shall have received from Davis Polk & Wardwell, counsel to the Company, on or about the date the Registration Statement shall become effective, and subsequently, on the Closing Date, written opinions dated as of such dates substantially in the form of Exhibit H. In rendering such opinions, counsel to the Company shall be entitled to rely upon representations provided by Parent and the Company substantially in the form of Exhibit E and Exhibit F, respectively.

     Section 9.03. Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger and file the Charter Amendment are subject to the satisfaction or waiver by Parent (to the extent permitted by Applicable Law) of the following further conditions:

     (a) (i) The Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of the Company contained in this Agreement (A) that are qualified by materiality or Company Material Adverse Effect shall be true at and as of the Effective Time as if made at and as of such time (other than such representations or warranties that address matters only as of a certain date, which shall be true as of such date), and (B) that are not qualified by materiality or Company Material Adverse Effect shall be true at and as of the Effective Time as if made at and as of such time (other than such representations or warranties that address matters only as of a certain date, which shall be true as of such date), provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 9.03(a)(ii)(B) shall be deemed to have been satisfied even if any representations and warranties of the Company (other than Sections 5.02(b), 5.05, 5.06(b), 5.14, 5.15 and 5.17(b) which must be true and correct in all material respects) are not so true and correct unless the failure of such representations and warranties of the Company to be so true and correct, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect, and (iii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; provided that, Parent agrees that it shall not exercise its right to waive the

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condition contained in this Section 9.03(a) should such waiver cause the Company not to be able to obtain the Financing.

     (b) There shall not have occurred and be continuing as of or otherwise arisen before the Effective Time any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect (but excluding (x) proceedings of the Competition Appeal Tribunal or any higher court following satisfaction of the condition in Section 9.01(c)(i)(B)(z), Section 9.01(c)(ii)(B)(z), Section 9.01(c)(iii) or Section 9.01(c)(iv) and (y) any proceeding before or made to the Irish High Court in connection with the Merger); provided that, Parent agrees that it shall not exercise its right to waive the condition contained in this Section 9.03(b) should such waiver cause the Company not to be able to obtain the Financing.

     (c) Parent shall have received from Sullivan & Cromwell LLP, counsel to Parent, on or about the date the Registration Statement shall become effective, and subsequently, on the on the Closing Date, written opinions dated as of such dates substantially in the form of Exhibit G. In rendering such opinions, counsel to Parent shall be entitled to rely upon representations provided by Parent and the Company substantially in the form of Exhibit E and Exhibit F, respectively.

     (d) Parent shall have received a customary opinion with respect to the solvency of Parent in connection with the reclassification of Parent Common Stock pursuant to the Charter Amendment and the Parent Common Stock Redemption, which opinion shall be in form and substance reasonably satisfactory to Parent and shall be from a nationally recognized provider of such opinions who shall be reasonably satisfactory to the Company.

     (e) Parent shall be reasonably satisfied that the Merger shall become effective immediately after the effectiveness of the Charter Amendment.

ARTICLE 10
TERMINATION

     Section 10.01. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company):

(a) by mutual written agreement of the Company and Parent;

(b) by either the Company or Parent, if:

     (i) the Merger has not been consummated on or before October 2, 2006 (the “End Date”); provided that, the right to terminate this Agreement pursuant to this Section 10.01(b)(i) shall not be available

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to any party whose breach of any provision of this Agreement results in the failure of the Merger to be consummated by the End Date;

     (ii) there shall be any Applicable Law which is final and nonappealable that would cause the condition in Section 9.01(b) not to be satisfied; or

     (iii) (A) the stockholders of Parent shall have voted on (i) the Charter Amendment, or (ii) the issuance of shares of New Parent Stock in the Merger, in each case, at the Parent Stockholder Meeting (including any adjournment or postponement thereof), but such portion of the Parent Stockholder Approval shall not have been obtained, or (B) the stockholders of the Company shall have voted on the adoption of this Agreement at the Company Stockholder Meeting (including any adjournment or postponement thereof), but the Company Stockholder Approval shall not have been obtained;

(c) by the Company, if:

     (i) an Adverse Parent Recommendation Change shall have occurred;

     (ii) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Parent set forth in this Agreement shall have occurred that would cause the condition set forth in Section 9.02(a) not to be satisfied, and either (A) Parent is not using its reasonable best efforts promptly to cure such breach or failure or (B) such condition is incapable of being satisfied by the End Date;

     (iii) any event, occurrence, revelation or development of a state of circumstances or facts shall have occurred that would cause the condition set forth in Section 9.02(e) not to be satisfied and such condition would not reasonably be expected to be capable of being satisfied by the End Date; or

     (iv) Parent shall have willfully, knowingly and materially breached any of its obligations under Section 6.04 or any of Parent’s directors not affiliated with Huff, named executive officers, or financial advisors shall have willfully, knowingly and materially breached any of its material obligations under Section 6.08 (and, in this respect, the Company hereby confirms that the forgoing Persons have been fully informed of their obligations under Section 6.04 and Section 6.08 hereunder).

(d) by Parent, if:

     (i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth

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in this Agreement shall have occurred that would cause the condition set forth in Section 9.03(a) not to be satisfied, and either (A) the Company is not using its reasonable best efforts promptly to cure such breach or failure or (B) such condition is incapable of being satisfied by the End Date;

     (ii) any event, occurrence, revelation or development of a state of circumstances or facts shall have occurred that would cause the condition set forth in Section 9.03(b) not to be satisfied and such condition would not reasonably be expected to be capable of being satisfied by the End Date;

     (iii) the Company shall have willfully, knowingly and materially breached any of its obligations under Section 7.02;

     (iv) if the Board of Directors of the Company shall have withdrawn, qualified or modified its approval of this Agreement or the Company Board Recommendation in a manner adverse to Parent; or

     (v) prior to the date of the Parent Stockholder Meeting, the Board of Directors of Parent authorizes Parent, subject to complying with the terms of this Agreement, to enter into any binding definitive agreement with respect to a Superior Proposal; provided that, immediately prior to any such termination, Parent shall have paid to the Company any amounts due pursuant to Section 11.04(b); and provided, further, that in the case of any such termination by Parent, (i) Parent shall have given the Company written notice, at least 20 Business Days prior to such termination, of its intention to terminate this Agreement and to enter into a binding written agreement concerning a transaction that it believes constitutes a Superior Proposal (which notice shall have attached the most current version of the agreement relating to the Acquisition Proposal in question and a summary of any other material terms relating thereto), (ii) Parent shall have, and shall have caused its Representatives to, during such 20 Business Day period, negotiate in good faith with the Company with respect to any changes the Company may wish to make with respect to its proposal, and (iii) the Company does not make, within such 20 Business Day period, a revised proposal that the Board of Directors of Parent determines in good faith (after consultation with its financial advisor and its outside legal counsel) would, if consummated, result in a transaction at least as favorable to Parent’s stockholders from a financial point of view as the transaction set forth in Parent’s written notice delivered pursuant to clause (i) above.

The party desiring to terminate this Agreement pursuant to this Section 10.01 (other than pursuant to Section 10.01(a)) shall give notice of such termination to the other party.

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     Section 10.02. Effect of Termination. If this Agreement is terminated pursuant to Section 10.01, this Agreement shall become void and of no effect without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other parties hereto; provided that, (x) no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach by such party of this Agreement, and (y) the provisions of this Section 10.02 and Sections 11.04, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.12 and the Confidentiality Agreement (subject to the terms thereof, and to Section 6.08 to the extent relating to the Confidentiality Agreement), shall survive any termination hereof pursuant to Section 10.01.

ARTICLE 11
MISCELLANEOUS

     Section 11.01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to Parent or Merger Subsidiary, to:
	Telewest Global, Inc.
	160 Great Portland St.
	London, England
	W1W 5QA
	Attention:	Stephen Cook
		General Counsel and Group Strategy Director
	Facsimile No.:	+44 20-7299-5495
with a copy to:
	Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Attention: Joseph B. Frumkin Facsimile No.: +1 212-558-3358 Attention: Richard C. Morrissey Facsimile No.: +44 207-959-8950
if to the Company, to:
	NTL Incorporated 909 Third Avenue, Suite 2863 New York, New York 10022
	Attention:	Bryan Hall
		General Counsel
	Facsimile No.:	+1 212-752-1157

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with a copy to:
	NTL Incorporated Bartley Wood Business Park Bartley Way Hook, Hampshire RG27 9UP
	Attention:	Bryan Hall
		General Counsel
	Facsimile No.:	+44 12-5675-2100
	and
	Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: William L. Taylor Facsimile No.: +1 212-450-3800 Attention: John K. Knight Facsimile No.: +44 207-418-1400

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.

Section 11.02. Survival of Representations, Warranties and Agreements. The representations and warranties contained herein and in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time. The covenants and agreements contained in this Agreement shall survive in accordance with their terms.

     Section 11.03. Amendments and Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective; provided that, after the Company Stockholder Approval has been obtained, no such amendment or waiver shall be made or given that requires the approval of the stockholders of the Company under Delaware Law unless the required approval is obtained.

     (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall

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be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

     Section 11.04. Expenses. (a) Except as otherwise expressly provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense; provided that, the Company and Parent shall share equally all fees and expenses, other than attorneys’ and accountant’s fees and expenses, incurred in relation to the printing, filing and mailing of the U.S. Disclosure Filings and all filing fees payable pursuant to the Enterprise Act.

     (b) If a Payment Event (as hereinafter defined) occurs, Parent shall pay the Company (by wire transfer of immediately available funds), if, (x) pursuant to clause (i)(A) below, simultaneously with the occurrence of such Payment Event, a fee of $175,000,000, (y) pursuant to clause (i)(B), simultaneously with the occurrence of such Payment Event, a fee of $215,000,000, or (z) pursuant to clauses (ii) or (iii) below, within two Business Days of the event giving rise to the payment obligation a fee of $215,000,000.

“Payment Event” means the termination of this Agreement pursuant to:

     (i) (A) Section 10.01(c)(i) or Section 10.01(c)(iv), or (B) Section 10.01(d)(v);

     (ii) Section 10.01(b)(i) but only if (A) at the time of such termination the Company Stockholder Approval shall have been obtained and the Parent Stockholder Approval shall not have been obtained, (B) prior to such termination, an Acquisition Proposal shall have been made, and (C) either of the following has occurred:

(x)

where such Acquisition Proposal was withdrawn prior to the date of such termination, within 12 months following the date of such termination, Parent or one of its Subsidiaries shall have entered into a definitive agreement with respect to, recommended to its stockholders, or consummated, an Acquisition Proposal with the Person who made such withdrawn Acquisition Proposal or one of its Affiliates or a Person acting in concert with it, or

(y)

where such Acquisition Proposal was not withdrawn prior to the date of such termination, within 12 months following the date of such termination, Parent or one of its Subsidiaries shall have entered into a definitive agreement with respect to, recommended to its stockholders, or consummated, an Acquisition Proposal; or

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     (iii) Section 10.01(b)(iii)(A) but only if (A) prior to the Parent Stockholder Meeting, an Acquisition Proposal shall have been made, and (B) either of the following has occurred:

(x) where such Acquisition Proposal was withdrawn prior to the Parent Stockholder Meeting, within 12 months following the date of such termination, Parent or one of its Subsidiaries shall have entered into a definitive agreement with respect to, recommended to its stockholders, or consummated, an Acquisition Proposal with the Person who made such withdrawn Acquisition Proposal or one of its Affiliates or a Person acting in concert with it, or

(y) where such Acquisition Proposal was not withdrawn prior to the Parent Stockholder Meeting, within 12 months following the date of such termination, Parent or one of its Subsidiaries shall have entered into a definitive agreement with respect to, recommended to its stockholders, or consummated, an Acquisition Proposal;

provided that, for the purpose of clauses (ii) and (iii) above, each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”.

(c) If this Agreement is terminated pursuant to:

(i) Section 10.01(d)(iv) or Section 10.01(d)(iii);

     (ii) Section 10.01(b)(i) but only if (A) at the time of such termination the Parent Stockholder Approval shall have been obtained and the Company Stockholder Approval shall not have been obtained, (B) prior to such termination, an Acquisition Proposal shall have been made and (C) either of the following has occurred:

(x)

where such Acquisition Proposal was withdrawn prior to the date of such termination, within 12 months following the date of such termination, the Company or one of its Subsidiaries shall have entered into a definitive agreement with respect to, recommended to its stockholders, or consummated, an Acquisition Proposal with the Person who made such withdrawn Acquisition Proposal or one of its Affiliates or a Person acting in concert with it, or

(y)

where such Acquisition Proposal was not withdrawn prior to the date of such termination, within 12 months following the date of such termination, the Company or one of its Subsidiaries shall have entered into a definitive agreement

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with respect to, recommended to its stockholders, or consummated, an Acquisition Proposal; or

     (iii) Section 10.01(b)(iii)(B) but only if (A) prior to the Company Stockholder Meeting, an Acquisition Proposal shall have been made, and (B) either of the following shall have occurred:

(x)

where such Acquisition Proposal was withdrawn prior to the Company Stockholder Meeting, within 12 months following the date of such termination, the Company or one of its Subsidiaries shall have entered into a definitive agreement with respect to, recommended to its stockholders, or consummated, an Acquisition Proposal with the Person who made such withdrawn Acquisition Proposal or one of its Affiliates or a Person acting in concert with it, or

(y)

where such Acquisition Proposal was not withdrawn prior to the Company Stockholder Meeting, within 12 months following the date of such termination, the Company or one of its Subsidiaries shall have entered into a definitive agreement with respect to, recommended to its stockholders, or consummated, an Acquisition Proposal,

then, the Company shall pay Parent (by wire transfer of immediately available funds) simultaneously with such termination, in the case of (i) above, or within two Business Days of the event giving rise to the payment obligation, in the case of (ii) and (iii) above, a fee of $175,000,000; provided that, for purposes of clauses (ii) and (iii) above each reference in the definition of “Acquisition Proposal” to “Parent” shall be deemed a reference to “the Company” and each reference in such definition to “20%” shall be deemed to be a reference to “50%”.

     (d) The Company and Parent acknowledge that the agreements contained in this Section 11.04 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, they would not enter into this Agreement. Accordingly, if any party fails promptly to pay any amount due pursuant to this Section 11.04, it shall also pay any costs and expenses incurred by the other party (including legal fees and expenses) in connection with any action, including the prosecution of any lawsuit or other legal action, taken to collect payment, together with interest on the amount of any unpaid amount at the publicly announced prime rate of JPMorgan in New York City from the date such fee was required to be paid to the date it is paid.

     Section 11.05. Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the

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representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, and (b) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable person who has read that reference and such representations and warranties, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed.

     Section 11.06. Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Section 6.03, shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as expressly provided in Section 6.03, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

     (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto.

     Section 11.07. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such State.

     Section 11.08. Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought only in any federal court located in the State of Delaware or any Delaware state court, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum; provided that, any final judgment in any such suit, action or proceeding may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by Applicable Law. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 11.01 shall be deemed effective service of process on such party.

     Section 11.09. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR

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RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     Section 11.10. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 11.11. Entire Agreement; Release of Original Merger Subsidiary. (a) This Agreement and the Confidentiality Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and such agreements supersede all prior agreements and understandings, both oral and written, between the parties with respect to their subject matter.

     (b) Notwithstanding anything to the contrary contained herein, the parties hereto agree that Original Merger Subsidiary shall be hereby immediately and forever released from its obligations under the Original Merger Agreement without any liability to any other party under the Original Merger Agreement and that, for the avoidance of doubt, Original Merger Subsidiary shall not be deemed to be a party to this Agreement except for the purposes of this Section 11.11(b) and the other Sections of this Article 11 to the extent relating hereto.

     Section 11.12. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon any such determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

     Section 11.13. Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of Delaware or any Delaware state court, in addition to any other remedy to which they are entitled at law or in equity.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

NTL INCORPORATED
By:	/s/ James Mooney
	Name:	James Mooney
	Title:	Chairman
TELEWEST GLOBAL, INC.
By:	/s/ Anthony (Cob) Stenham
	Name:	Anthony (Cob) Stenham
	Title:	Chairman
NEPTUNE BRIDGE BORROWER      LLC
By:	/s/ Anthony (Cob) Stenham
	Name:	Anthony (Cob) Stenham
	Title:	Chairman
MERGER SUB INC.
	(solely with respect to Section 11.11(b) of this Agreement and the other Sections of Article 11 of this Agreement to the extent relating thereto)
By:	/s/ James Mooney
	Name:	James Mooney
	Title:	President

EX-2.2

Exhibit 2.2

PRIVATE AND CONFIDENTIAL

To:	NTL Incorporated; and
	NTL Investment Holdings Limited
	909 Third Avenue, Suite 2863
	New York, New York 10022
Attn:	James F. Mooney, Chairman

14 December 2005

Dear Sirs,

Project Vanilla - Commitment Letter

Each of Deutsche Bank AG, London Branch, J.P. Morgan Plc, The Royal Bank of Scotland plc and Goldman Sachs International (each as “Initial MLA” and, collectively the “Initial MLAs”) hereby confirm their commitment to arrange, on your behalf, certain bank financing described herein, with an international syndicate of lenders. Each of Deutsche Bank AG, London Branch, JPMorgan Chase Bank, National Association, The Royal Bank of Scotland plc and Goldman Sachs Credit Partners L.P. (each as “Initial Underwriter” and, collectively the “Initial Underwriters”) hereby confirm their commitment to underwrite (or procure that their customary funding affiliate underwrites) the financing described herein on a certain funds basis described in Appendix A-3 hereto and the terms and conditions of this Commitment Letter and the detailed terms and conditions set out in the Appendices attached hereto. By your acceptance of this Commitment Letter and the offer contained herein, you hereby appoint each of the foregoing institutions as Initial MLAs and Initial Underwriters, and as Joint Bookrunners as described in Appendix A-3 hereto.

This Commitment Letter amends and replaces in its entirety the commitment letter made between each of the Initial MLAs, the Initial Underwriters and yourselves dated 2 October 2005 (the “Original Commitment Letter”).

We understand from our discussions with you that you intend to merge (the “Acquisition”) with a newly formed, wholly-owned subsidiary of Telewest Global, Inc., a Delaware corporation (“Telewest” and, together with its subsidiaries prior to the consummation of the Acquisition, the “Telewest Group”), pursuant to an amended and restated agreement and plan of merger to be made between, among others, Telewest, Neptune Bridge Borrower LLC, a Delaware limited liability company (“Merger Sub”), and NTL Incorporated, a Delaware corporation (“NTL Inc.”, and together with its subsidiaries prior to the consummation of the Acquisition, the “NTL Group”), in the form attached hereto (the “Merger Agreement”). After giving effect to the Acquisition, Telewest and its subsidiaries are hereinafter referred to as the “Group”.

You have further advised us that Telewest and NTLIH and certain specified subsidiaries thereof will together require a total of £5.1 billion (the “Funding Requirement”) to (i) effect the Acquisition, (ii) pay the related fees, costs and expenses in connection therewith, (iii) repay in full the existing senior

credit facilities of the NTL Group, (iv) repay in full the existing senior and second lien credit facilities of the Telewest Group, and (v) finance the ongoing working capital needs and general corporate requirements of the UK Group.

We are pleased to confirm that, subject to the terms of this letter and of the attached appendices (each an “Appendix“ and together, the “Appendices”) (this letter, incorporating the Appendices, the “Commitment Letter”), a senior credit facilities fees letter and a bridge facilities fees letter, each to be entered into between yourselves and ourselves in connection with the Facilities (the “Senior Fees Letter“ and the “Bridge Fees Letter”, and together with the Commitment Letter and the Engagement Letter, the “Commitment Documents”), we are willing to lead arrange and to underwrite in the proportions set out below up to 100% of the Debt Financing (as defined below) portion of the Funding Requirement as set out below:

	Senior Facilities		Bridge    Facility
Deutsche Bank AG, London Branch	25	%	30.303	%
JPMorgan Chase Bank, National Association	25	%	30.303	%
The Royal Bank of Scotland plc	25	%	21.212	%
Goldman Sachs Credit Partners L.P.	25	%	18.182	%
	100	%	100	%

in each case (subject to any pro rata reduction following the accession of any Additional Underwriter in accordance with paragraph 14).

Capitalised terms, unless otherwise defined, shall bear the same meanings as those ascribed to them in the Appendices.

1. Financing Structure

(a)	Merger Sub will obtain new senior subordinated bridge facilities in an aggregate principal amount not less than £1.8 billion (as may be amended by the terms of Appendix A-5 of this Commitment Letter, the “Bridge Facility”) substantially on the terms and conditions set out in this Commitment Letter and Appendix A-1;
(b)	You will engage each of the Mandated Lead Arrangers as arranger for any take-out financing for the Bridge Facility, including through issuance of senior notes (the “Notes”) pursuant to and in accordance with an engagement letter (the “Engagement Letter”) on the terms and conditions set out in Appendix A-2; and
(c)	NTLIH or its affiliates will obtain new senior secured credit facilities in an aggregate principal amount of up to £3.3 billion, substantially on the terms and conditions set out in this letter and Appendix A-3 (as may be amended by the terms of Appendix A-4 of this Commitment Letter, the “Senior Facilities” and, together with the Bridge Facility, the “Debt Financing”).
2.	Conditions of Commitment

Our commitment to arrange and underwrite the Debt Financing above and this Commitment Letter is subject to the following conditions:

(a) the negotiation of customary finance documentation (including without limitation, loan agreements and intercreditor, guarantee, security and associated documentation for the Debt Financing (together the “Financing Documentation”)) on terms satisfactory to us (acting reasonably) and their execution and delivery by you. Each of the parties hereto shall use its

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	best endeavours to agree the Financing Documentation as soon as reasonably practicable, each party acting reasonably and in good faith and such Financing Documentation to be on no less favourable terms to NTL Inc. than the terms contained in the agreements for the existing facilities of NTL Inc. and Telewest, taking into account the consolidation of the NTL Group and the Telewest Group as a result of the Acquisition. The Financing Documentation will be drafted by counsel to the Mandated Lead Arrangers and unless otherwise agreed by NTL Inc., will incorporate, without limitation, the terms and conditions set out in the Commitment Documents, but no additional substantive funding conditions; and
(b)	execution and delivery of the Engagement Letter, the Senior Fees Letter and the Bridge Fees Letter.
3.	Assignments and Amendments

You may not assign or transfer any of your rights, or (except as provided in paragraph 18) be relieved of any of your obligations, under the Commitment Documents, without the prior written consent of the Mandated Lead Arrangers (and any purported assignment or transfer without such consent shall be void).

The Mandated Lead Arrangers and Underwriters may assign or transfer all or any of our respective rights and obligations under this Commitment Letter, the Senior Fees Letter or the Bridge Fees Letter to any of our respective affiliates that customarily acts as our funding affiliate and subject to the terms of the Commitment Documents, provided that any such assignment or transfer shall not be permitted without the prior consent of NTL Inc. if as a result of such assignment or transfer, you would incur any additional obligation or liability by way of withholding tax.

This Commitment Letter may not be amended or modified and no provision may be waived except by an instrument in writing signed by the each of the parties hereto.

4. Clear Market

To ensure an orderly and effective syndication of the Debt Financing, you agree that until close of business on the day falling on the earlier of:

(a)	the achievement of Successful Syndication;
(b)	six months after Closing; and
(c)	the termination of your obligations under paragraph 18,

NTL Inc. will procure that no member of the Telewest Group and the NTL Group will, without our prior written consent, issue, arrange, syndicate, borrow or incur (or attempt or announce publicly an intention to issue, arrange, syndicate, borrow or incur) any indebtedness in the domestic or international loan, capital or financial markets (including, but not limited to, any public or private bond issue, private placement, note issuance, bilateral or syndicated loan, letter of credit or trade financing facility or other debt raising arrangement).

5. Syndication

(a) Subject to the terms of the Commitment Documents and (after execution) the Financing Documentation:

(i)      each of the Underwriters, after consultation with you, shall have the right before or after execution of the Financing Documentation to syndicate some or all of its

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participation in the Debt Financing to other banks or financial institutions with a corresponding reduction in its commitment; and

(ii)

no roles or titles (other than as contemplated by paragraph 14 and contained in any Accession Notice) will be conferred on any other bank or financial institution in relation to the Debt Financing (and no payments will be made by you to any other bank or financial institution for taking a participation in the Debt Financing) without our prior written consent (such consent not to be unreasonably withheld).

(b)      You will co-operate with and assist the Mandated Lead Arrangers in connection with the syndication of the Debt Financing in a manner consistent with normal market practice including (but not limited to) by:

(i)	subject to there being no obligation to provide materials if a filing obligation with the US Securities and Exchange Commission would be required, providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication;
(ii)	in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of such materials relating to the Debt Financing as the Mandated Lead Arrangers shall reasonably require for the purposes of syndication, containing information regarding the Debt Financing and the business, assets, financial condition and prospects of the Group, including without limitation, updating the information memorandum dated October 2005 (including, at your option, by way of delivery of the most recently prepared proxy statement) and bank presentation and other marketing materials in a form reasonably satisfactory to the Mandated Lead Arrangers (the “Information Package“) such materials to be prepared by the Mandated Lead Arrangers and approved by NTL Inc.;
(iii)	allowing attendance by senior management of the UK Group at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with you; and
(iv)	using your reasonable efforts to ensure that the syndication efforts benefit from your existing lending relationships.
Without prejudice to the immediately succeeding paragraph, you shall not however, be required to take any action that would conflict with any law or other applicable regulation, including the Takeover Code, US Federal securities laws, the laws of Delaware or be required to provide any disclosures that would require a filing with the Securities and Exchange Commission, or cause you or any of your subsidiaries to breach any applicable confidentiality undertaking or which might prejudice your or any of your subsidiaries’ legal privilege in any document. You agree that should we ask you to disclose any confidential information or take any action that would conflict with any applicable confidentiality undertaking, you will notify us and will use your reasonable endeavours (which for the avoidance of doubt, shall not require the payment of money) 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.
The Borrowers shall be responsible for the accuracy of the information in the Information Package and will need to represent to the Mandated Lead Arrangers that, as at the time the Information Package is initially distributed and as at the signing of the Financing Documentation, if later, the factual information contained therein (and in any updates) is true, complete and accurate in all material respects and not misleading in any material respect and that any financial projections contained in the Information Package have been prepared in

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	good faith and on the basis of reasonable assumptions as at the time of preparation. The Information Package will not be independently verified by us or the Mandated Lead Arrangers and the Borrowers shall be asked to approve the final version of the Information Package before its distribution to the prospective participants of the Debt Financing. We shall obtain an undertaking in your favour from all prospective participants of the Debt Financing prior to distributing a copy of the Information Package to such participant to keep the Information Package and all materials delivered to such participant confidential.
(d)	For the purposes of the Commitment Documents, “Successful Syndication” means the date on which the commitments of each of the Initial Underwriters has been reduced to a hold level of £350 million (or its equivalent) or less in aggregate principal amount across all tranches of the Senior Facilities and “First Stage Syndication” means the date on which the commitments of each of the Initial Underwriters has been reduced to a level of £450 million (or its equivalent) or less in aggregate principal amount across all tranches of the Senior Facilities.
(e)	To the extent that Successful Syndication is achieved prior to the delivery of any Structure Notice, and thereafter a Structure Notice is delivered in accordance with the terms of this Commitment Letter, you agree to co-operate and assist the Initial MLAs with the syndication of Tranche B in a manner consistent with the foregoing terms of this paragraph 5 until such time that Successful Syndication has been achieved (for this purpose, taking into account the additional commitments of the Initial MLAs under Tranche B).
6.	No Front Running

(a)      Each Mandated Lead Arranger and Underwriter agrees with each other and with each of you that until close of primary syndication, as determined by the Initial MLAs, the Mandated Lead Arrangers and Underwriters shall not, and shall ensure that none of their respective affiliates will:

(i)	undertake any Front Running;
(ii)	enter into (or agree to enter into) any agreement, option or other arrangement with any bank, financial institution or other third party which may be approached to become a syndicate member, whether legally binding or not, under which that bank, financial institution or other third party shares any risk or participates in any exposure of any Mandated Lead Arranger or Underwriter under the Debt Financing or which relates to the acquisition of any Facility Interest (whether on an indicative basis, a “when and if issued“ basis, or otherwise); or
(iii)	offer or make any payment or other compensation of any kind to any bank, financial institution or third party for its participation (direct or indirect) in the Debt Financing or its acquisition of any Facility Interest,

	except in the case of sub-paragraphs (ii) and (iii) above, as between the Initial MLAs and any Additional Underwriter for the purposes of First Stage Syndication or otherwise, in accordance with the terms of the syndication strategy to be agreed between the Mandated Lead Arrangers and the Underwriters.
(b)	Each Mandated Lead Arranger and Underwriter represents to each other and to each of you that it has not (i) undertaken any Front Running, (ii) entered into (or agreed to enter into) any agreement, option or arrangement described in paragraph (a)(ii) above or (iii) offered or made

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	any payment or other compensation described in paragraph (a)(iii) above, prior to the date of this Commitment Letter (other than, with respect to sub-paragraphs (ii) and (iii) as between the Initial MLAs and any Additional Underwriter as part of the First Stage Syndication).
(c)	For the purposes of the above paragraphs:

(i)

“Facility Interest” means a legal, beneficial or economic interest acquired or to be acquired in or in relation to the Debt Financing, whether as initial lender or by way of assignment, transfer, novation, sub-participation (whether disclosed, undisclosed, risk or funded) or any other similar method, other than by way of credit protection or any other hedging arrangement conducted by an institution in connection with its overall portfolio hedging strategy; and

(ii)

“Front Running” means the process of a Mandated Lead Arranger or Underwriter:

		(x)	communicating with any person which may be approached to become a syndicate member or disclosing any information (including, for the avoidance of doubt, the Information Package) to such person, which, in any such case, is intended to or is reasonably likely to encourage that person to take a Facility Interest other than as a lender of record in primary syndication or to discourage that person from taking a Facility Interest as a lender of record in primary syndication; and/or
		(y)	actually making a price (whether firm or indicative, either generally or to a specific bank, financial institution or third party) with a view to buying or selling a Facility Interest.
7.	Indemnification
NTL Inc. hereby agrees to indemnify and hold harmless each Relevant Person (as defined in Annex 1 to this Commitment Letter) on the terms and subject to the conditions set out therein.
8.	Confidentiality and Conflicts

(a)      You will not, without our prior written consent, disclose the contents of the Commitment Documents or their existence to any person except:

(i)

as required by law or to comply with the rules of any regulatory body or applicable securities exchange to which you or we are subject (for which purposes, we acknowledge that you may file this Commitment Letter and the Appendices with the US Securities and Exchange Commission); or

(ii)

to any potential transferee, assignee, additional underwriter or other participant in the commitments hereunder, your employees and your legal or financial advisers who are made aware of, and either agree to be bound by, the obligations under this paragraph prior to such information being disclosed to them or are in any event subject to confidentiality obligations as a matter of law or professional practice.

(b)      We will not, without the prior written consent of the NTL Inc., disclose the contents of the Commitment Documents or their existence or any information relating to the Debt Financing or the NTL Group, Telewest Group or the Group which it receives from you to any person except:

(i)      as required by law or to comply with the rules of any regulatory body or applicable securities exchange to which you or we are subject; or

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(ii)      to any potential transferee, assignee, additional underwriter or other participant in the commitments hereunder, our employees and our legal or financial advisers who are made aware of, and either agree to be bound by, the obligations under this paragraph prior to such information being disclosed to them or are in any event subject to confidentiality obligations as a matter of law or professional practice.

(c)

You acknowledge that the Mandated Lead Arrangers, the Underwriters, or any of their respective affiliates may be providing debt financing, equity capital or other services (including corporate or financial advisory services) to persons with whom you may have conflicting interests in connection with the Debt Financing or otherwise. Without prejudice to the generality of paragraph 8(b), the Mandated Lead Arrangers will keep confidential any information relating to the Debt Financing or the Group which it receives from you or your advisers from any of its other clients or customers. You acknowledge that the Mandated Lead Arrangers and the Underwriters have no obligation to you, to use in connection with the Debt Financing, or to furnish to you or any of your affiliates or advisers, information obtained from other clients or customers.

9.

Exclusivity

In consideration of our entering into this Commitment Letter you agree that during the period from the date of your counter-signature of this Commitment Letter to 2 October 2006:

(a)	you will negotiate with us in good faith and on an exclusive basis to finalise and to enter into the Financing Documentation on terms consistent with those set out in this Commitment Letter and paragraph 2(a) hereof, as soon as reasonably practicable after the date of this Commitment Letter;
(b)	you will not negotiate with any other bank or financial institution any financing of the Acquisition or refinancing of any of the Existing Facilities by such bank or financial institution by debt raised in the domestic or international loan markets and you will not approach, mandate or appoint any other bank or financial institution to arrange or underwrite any such financing; and
(c)	you will not seek to replace the Mandated Lead Arrangers or the Underwriters as the lead arrangers and underwriters of the Debt Financing (save as contemplated by paragraph 18).
10.	Delegation

Each of the Mandated Lead Arrangers and the Underwriters may employ the services of any of its affiliates in providing the services contemplated by this Commitment Letter and reserves the right to allocate, in whole or in part, to such affiliates the fees payable under this Commitment Letter in such manner as they and such affiliates may agree in their sole discretion. You acknowledge that the Mandated Lead Arrangers, the Underwriters and such affiliates may share with each other any information related to the Group, the Debt Financing or any of the matters contemplated by the Commitment Documents. Any such affiliate may rely on this Commitment Letter.

11. Announcement

You and we both agree that none of us nor any of our respective affiliates shall make any announcement relating to the Debt Financing without the prior consent of the other persons save to the extent that such announcement is required by law or to comply with the rules of any regulatory body or applicable securities exchange to which you are subject.

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12.	Fees and Expenses
(a)	In consideration of the execution and delivery of this Commitment Letter and any Accession Notice by the Mandated Lead Arrangers and the Underwriters, you agree to pay to the Initial MLAs and the Initial Underwriters the fees and expenses set out in the Senior Fees Letter and the Bridge Fees Letter, and to pay to the Mandated Lead Arrangers and Underwriters all reasonable third party costs and expenses incurred by the Mandated Lead Arrangers and Underwriters, our respective affiliates and advisers including reasonable third party costs and expenses, legal fees and disbursements incurred by their legal counsel (White & Case and Simpson Thacher & Bartlett LLP) and all travel and other reasonable out-of-pocket expenses incurred in connection with (i) the negotiation, preparation, printing, distribution and execution of the Commitment Documents and Financing Documentation; (ii) due diligence on the Group; and (iii) syndication of the Debt Financing.
(b)	All payments under the Commitment Documents shall be made without set-off or counterclaim and free and clear of any deduction or withholding of or on account of any tax save as required by law.
13.	Structure

(a)      We acknowledge that NTL Inc. is seeking a private ruling from the US Internal Revenue Service (the “IRS Ruling”) the effect of which is to permit the cash portion of the purchase price for the Acquisition to be financed through borrowings by UK subsidiaries of NTL Inc. without giving rise to materially adverse tax consequences to NTL Inc., Telewest or their respective pre- and/or post-Acquisition shareholders. You shall have the option, by delivery of written notice (the ”Structure Notice”) to the Initial MLAs (marked in each case for the attention of the persons specified in paragraph 21) at any time up to the date falling 3 months after the Closing Date (the ”Structuring Completion Date”) to implement the restructuring of the Debt Financing as set out on the page headed “Second Alternative (Structure 2) – Final Structure“ in the final steps paper agreed between us prior to the date of this Commitment Letter (the “Steps Paper”) such that:

(i)

where the Structure Notice is delivered prior to the Closing Date, the commitments of each Underwriter under the Bridge Facility shall be transferred in an amount of at least £1.2 billion into a corresponding commitment under an incremental tranche of term debt under the Senior Facilities (“Tranche B”) or where the Structure Notice is delivered after the Closing Date, the Bridge Facility shall be repaid in an amount of at least £1.2 billion from a drawing under Tranche B (with commitments to make Tranche B loans being underwritten pro rata by each Initial MLA under the Bridge Facility). The terms and conditions for Tranche B, including as applicable where such terms and conditions relate to Tranche A and the RCF under the Senior Facilities, shall be those terms and conditions set out in Appendix A-4 to this Commitment Letter (and shall be in addition to, and to be read in conjunction with, the terms and conditions of the Senior Facilities set out in Appendix A-3 to this Commitment Letter); and

(ii)

the remainder of the commitment or outstandings under the Bridge Facility shall be replaced by or refinanced with a high yield bond offering (or bridge facility commitment in anticipation of the same) by NTL Cable plc. The terms and conditions of such high yield bond offering (or bridge facility, as the case may be) shall be as set out in the Engagement Letter or Appendix A-5 to this Commitment Letter (and shall be in addition to, and to be read in conjunction with, the terms and conditions of the Bridge Facility set out in Appendix A-1 to this Commitment Letter).

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(b)	The Structure Notice shall be irrevocable and shall specify the proposed date (the “Structuring Date”) on which the restructuring is 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.
(c)	You further agree:

(i)	if the Structure Notice is delivered prior to the Closing Date, to implement each of Steps 1 and 2 set out in the page headed “Combination of Neptune and Tiger” of the Steps Paper followed by Steps 3 to 10 set out on the page headed “ Post-Combination Restructuring - Second Alternative (Structure 2)”, 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 Closing Date;
(ii)	if NTL Inc. receives a negative IRS Ruling prior to the Closing Date, to implement each of Steps 1 and 2 set out in the page headed “Combination of Neptune and Tiger” of the Steps Paper followed by Steps 1 to 8 set out on the page headed “Post-Combination Restructuring – First Alternative (Structure 1)“ of the Steps Paper, culminating in the structure set out on the page headed “First Alternative (Structure 1) – Final Structure”, such that all of those steps are completed on the Closing Date; or
(iii)	if NTL Inc. receives neither a negative nor a positive IRS Ruling prior to the Closing Date, to implement each of Steps 1 and 2 set out on the page headed “Combination of Neptune and Tiger” of the Steps Paper, culminating in the structure set out on the page headed “Interim Structure After Step 2” such that all of those steps are completed on the Closing Date, and thereafter:

(1)

if a negative IRS Ruling is obtained prior to the Structuring Completion Date, to implement each of Steps 3 to 10 set out on the page headed “Post- Combination Restructuring - First Alternative (Structure 1)” of the Steps Paper, culminating in the structure set out on the page headed “First Alternative (Structure 1) – Final Structure”, such that all such steps are completed on the same business day and in any event by no later than 10 business days after such negative IRS Ruling is received;

(2)

if a positive IRS Ruling is obtained prior to the date falling 10 business days prior to the Structuring Completion Date, at the option of the Borrowers:

(A)

to deliver a Structure Notice and thereafter to implement each of Steps 3 to 10 set out on the page 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 such steps are completed on the same business day and in any event by no later than 10 business days after such positive IRS Ruling is received; or

(B)

to implement each of Steps 3 to 8 set out on the page headed “Post-Combination Restructuring - First Alternative (Structure 1)” of the Steps Paper, culminating in the structure set out on the page headed “First Alternative (Structure 1) – Final Structure”, such that all such steps are completed on the same business day and in any event by no later than 10 business days after such positive IRS Ruling is received; and

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(3) if neither a negative nor a positive IRS Ruling is obtained prior to the date falling 10 business days prior to the Structuring Completion Date, to implement each of Steps 3 to 8 set out on the page headed “Post-Combination Restructuring - First Alternative (Structure 1)” of the Steps Paper, culminating in the structure set out on the page headed “First Alternative (Structure 1) – Final Structure“, such that all such steps are completed on the same business day and in any event by no later than the Structuring Completion Date.

(d)	At any time after the Structuring Date, (i) references in the Commitment Documents to the “Debt Financing“ shall be construed as references to the Debt Financing after taking account of the restructuring effected pursuant to the terms of this paragraph 13 and (ii) references to the “Senior Facilities“ shall mean the Senior Facilities including Tranche B.
14.	Accession of Additional Underwriters
(a)	Each of the Initial MLAs and the Initial Underwriters may, at any time following consultation with you, require that any one or more additional lenders become party to the Commitment Documents as an additional underwriter (each, an “Additional Underwriter” and, together with the Initial Underwriters, the “Underwriters”) by executing an accession notice substantially in the form of Annex 2 to this Commitment Letter or with such amendments as the Initial MLAs and Initial Underwriters may agree (an “Accession Notice”). You agree, promptly upon request by the Initial MLAs, to countersign any Accession Notice for such purpose and upon your countersignature thereof, you agree to the roles or titles granted to such Additional Underwriters as specified in such Accession Notice and to the commitment of each such Additional Underwriter as an underwriter of the Debt Financing.
(b)	Upon the execution of an Accession Notice:

	(i)	the relevant Additional Underwriter and each of the then existing parties to this Commitment Letter will assume such obligations towards one another and/or acquire such rights against each other as they would each have assumed or acquired had the relevant Additional Underwriter been an original party hereto as an Underwriter and the relevant Additional Underwriter shall become a party to this Commitment Letter as an Underwriter;
	(ii)	the commitments of the Initial Underwriters (as at the date of the relevant Accession Notice) under the Senior Facilities and/or the Bridge Facility (as applicable) shall be reduced on a pro rata basis by an amount which, when aggregated together, is equal to the commitment of the relevant Additional Underwriter (as specified in the Accession Notice) under the Senior Facilities and/or the Bridge Facility (as applicable); and
	(iii)	each Additional Underwriter that has, pursuant to the relevant Accession Notice, been appointed as an additional mandated lead arranger (each, an “Additional Mandated Lead Arranger” and together with the Initial MLAs the “Mandated Lead Arrangers”) under the Senior Facilities or the Bridge Facility, as applicable, shall thereafter be deemed to be a Mandated Lead Arranger for the purposes of this Commitment Letter.
15.	Governing Law and Jurisdiction

This Commitment Letter (including the attached Annexes and Appendices, other than Appendix A-1 and Appendix A-2) shall be governed by and construed in accordance with English law. Appendices A-1 and A-2 shall be governed by and construed in accordance with New York law.

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You and we agree that the courts of England have jurisdiction to settle any disputes in connection with the Commitment Documents (other than Appendices A-1 and A-2) and accordingly you and we submit to the exclusive jurisdiction of the English courts and waive any defence of inconvenient forum which may be available.

16. Third Party Reliance

Save as expressly provided otherwise in this Commitment Letter, a person who is not a party to this Commitment Letter may not rely on it and the terms of the Contracts (Rights of Third Parties) Act 1999 are excluded. The parties to this Commitment Letter may amend this Commitment Letter in writing without the consent of any third party.

17. Survival

In any event, the provisions of paragraphs 7, 8, 11, 12, 15, 16, 17 and 18 of this Commitment Letter shall survive the termination of the obligations of any of the parties under this Commitment Letter or its expiry.

18. Commitment and Termination

(a)	The commitments of the Initial MLAs and the Initial Underwriters under this Commitment Letter will commence upon your signature, and return of the Commitment Documents and upon such signature the commitments as set out in the Original Commitment Letter shall terminate, but without prejudice to paragraph 14 of the Original Commitment Letter.
(b)	Following your acceptance of this Commitment Letter as provided in sub-paragraph (a) above, this Commitment Letter shall terminate on the earlier of:

(i)	on 2 October 2006, unless the first drawdown under the Senior Facilities has occurred on or before that date; or
(ii)	the termination of the Merger Agreement.

(c)	You may terminate the appointment of any Mandated Lead Arranger or the commitment of any Underwriter hereunder (by written notice to the other parties to this Commitment Letter) if such Mandated Lead Arranger or Underwriter breaches any term of the Commitment Documents relating to a failure to fund its commitments in accordance with this Commitment Letter and upon such termination you shall (save as provided in this paragraph 18) have no further obligations to such Mandated Lead Arranger or Underwriter under the Commitment Documents.
19.	Classification
	We will treat you for the purposes of our respective appointments as lead arranger and underwriter under this Commitment Letter, as an intermediate customer within the meaning of and for the purposes of the Financial Services Authority Handbook of Rules and Guidance (the “Handbook”). In addition, you agree that you will, at any time upon the request of the Mandated Lead Arrangers and the Underwriters and in connection with the requirements set out in the Handbook, provide the Mandated Lead Arrangers and the Underwriters within a reasonable period after such request, documentation evidencing the existence, ownership and control of any obligors under the loan documentation in relation to the Debt Financing.
20.	Amendments and Waivers

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(a)

Subject to sub-paragraph (b) hereof, any provision of the Steps Paper or this Commitment Letter or any of the Annexes or Appendices hereto may be amended, waived, varied or modified with the agreement of NTL Inc., the Initial MLAs and those Underwriters whose commitments aggregate to more than 66 2/3% of the total commitments under the Senior Facilities (with respect to any matter relating to the Senior Facilities) or 50.1% of the total commitments under the Bridge Facility (with respect to any matter relating to the Bridge Facility), as applicable, and any such amendment or waiver will be binding on all parties hereto.

(b)

Any amendment, waiver, variation or modification shall require the consent of each of the Mandated Lead Arrangers and Underwriters affected thereby, if it results in:

	(i)	any increase in, or extension of maturity of, any commitment;
	(ii)	any reduction in the Interest Margin, any changes to the margin ratchet grid or any reduction in the fees payable to the Mandated Lead Arrangers and the Underwriters or any other amounts payable under the Commitment Documents;
	(iii)	any change in the currency of any payment to be made to the Mandated Lead Arrangers and the Underwriters under the Commitment Documents;
	(iv)	any amendments, waivers, variations or modifications to paragraph 13 or to the Steps Paper, unless such amendments, waivers, variations or modifications do not, in the reasonable opinion of the Initial MLAs, materially prejudice the interests of the Mandated Lead Arrangers and Underwriters; or
	(v)	any amendment, variation or modification to this paragraph.
21.	General

The offer contained in this Commitment Letter shall remain in effect until close of business in New York on 14 December 2005 at which time it will expire, unless written acceptance of each of the Commitment Documents has been received by each of the Initial MLAs (marked for the attention of Jonathan Bowers (in the case of Deutsche Bank AG, London Branch), Paul Davis (in the case of J.P. Morgan Plc), David Vaughan (in the case of The Royal Bank of Scotland plc) and Alison Howe (in the case of Goldman Sachs International)) from you in accordance with the instructions set out above.

This Commitment Letter may be signed in any number of counterparts, which shall have the same effect as if the signatures on the counterparts were signatures on a single copy of this Commitment Letter.

The provisions of this Commitment Letter supersede all prior oral and/or written understandings and agreements related to the Financing and together with the other Commitment Documents shall (until the execution and delivery of the Financing Documentation), comprise the entire agreement (in respect of the matters referred therein) between us.

Please indicate your acceptance of this Commitment Letter by countersigning this Commitment Letter in the space indicated below, whereupon it shall constitute a binding agreement between us and return it together with the other signed Commitment Documents to each of the Initial MLAs (marked in each case for the attention of the relevant person specified above).

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We look forward to your favourable response to our proposal and to your mandate to us to proceed with this transaction.

Yours faithfully,

The Initial MLAs

For and on behalf of
DEUTSCHE BANK AG, LONDON BRANCH

	/s/ JONATHAN BOWERS		/s/ DAVID WOOD
Name:	JONATHAN BOWERS	Name:	DAVID WOOD
Title:	Director	Title:	Managing Director
For and on behalf of J.P. MORGAN PLC
	/s/ PAUL DAVIS
Name:	PAUL DAVIS
Title:	Vice President
For and on behalf of THE ROYAL BANK OF SCOTLAND PLC
	/s/ KIERAN RYAN
Name:	KIERAN RYAN
Title:	Senior Director, Loan Markets
For and on behalf of GOLDMAN SACHS INTERNATIONAL
	/s/ ALISON HOWE
Name:	ALISON HOWE
Title:	Executive Director

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The Initial Underwriters

For and on behalf of
DEUTSCHE BANK AG, LONDON BRANCH

	/s/ JONATHAN BOWERS		/s/ DAVID WOOD
Name:	JONATHAN BOWERS	Name:	DAVID WOOD
Title:	Director	Title:	Managing Director
For and on behalf of J.P. MORGAN CHASE BANK, NATIONAL ASSOCIATION
	/s/ PAUL DAVIS
Name:	PAUL DAVIS
Title:	Vice President
For and on behalf of THE ROYAL BANK OF SCOTLAND PLC
	/s/ KIERAN RYAN
Name:	KIERAN RYAN
Title:	Senior Director, Loan Markets
For and on behalf of GOLDMAN SACHS CREDIT PARTNERS L.P.,
	/s/ ALISON HOWE
Name:	ALISON HOWE
Title:	Executive Director

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We accept and agree the terms of the foregoing letter.

For and on behalf of
NTL INCORPORATED
	/s/ JAMES F. MOONEY
Name:	JAMES F. MOONEY
Title:	Chairman
Date:	14 December 2005
For and on behalf of NTL INVESTMENT HOLDINGS LIMITED
	/s/ R.C. GALE
Name:	R.C. GALE
Title:	Director
Date:	14 December 2005

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ANNEX 1

Indemnification

1.	In the event that any of the Mandated Lead Arrangers, the Underwriters or any of their respective affiliates or any of their respective partners, directors, agents, advisers or employees (each a “Relevant Person”) becomes involved in any capacity in any action, proceeding, or investigation brought by or against any person, including without limitation shareholders of the NTL Inc., the Borrowers or any of their respective subsidiaries arising out of, in connection with or as a result of either the commitment or any matter referred to in the Commitment Documents, you agree promptly on request to reimburse the Relevant Person for its reasonable legal and other expenses (including the reasonable cost of any investigation and preparation of any defence) arising out of or incurred in connection therewith. You also agree (provided that in doing so, you and your subsidiaries’ respective positions are not prejudiced (including by acting contrary to any confidentiality undertaking or so as to prejudice any legal privilege to which they are entitled)) to afford reasonable cooperation to each Relevant Person and to give, so far as you are able to procure the giving of, all such information and render all such assistance to the Relevant Persons as they may reasonably request in connection with any such action, proceeding or investigation and not to take any action which might reasonably be expected to prejudice the position of a Relevant Person in relation to any such action, proceeding or investigation without the consent of the Relevant Person concerned (such consent not to be unreasonably withheld). Notwithstanding the aforesaid, you shall not be liable for any reimbursement or obliged to give any information or render any assistance or be precluded from taking any action pursuant to this paragraph, to the extent that any action, proceeding or investigation arises from the gross negligence or wilful misconduct of the Relevant Person in performing the services that are the subject of the Commitment Documents.
2.	You also agree to indemnify and hold harmless each Relevant Person from and against any and all losses, liabilities, claims, damages, and reasonable costs or expenses incurred by such Relevant Person in connection with or as a result of any action, claim, investigation or proceeding commenced in relation to its appointments or commitments or any matter referred to in the Commitment Documents and in particular (without limitation to the generality of the foregoing) arising out of or in relation to or in connection with any untrue statement (or alleged untrue statement) of a material fact contained in any preliminary or final offering materials or information memorandum prepared in connection with the Debt Financing (including, without limitation, any preliminary summary of the Debt Financing prepared by the Mandated Lead Arrangers) or any filings with or submissions to any governmental or self regulatory authority or agency or securities exchange, in each case, approved by you or your professional advisers on your behalf, or caused by an omission (or alleged omission) to state therein a material fact necessary to make the statements therein in the light of the circumstances under which they are made, not misleading, except to the extent that any such losses, liabilities, claims, damages, costs or expenses are the result of gross negligence or wilful misconduct of the Relevant Person in performing the services that are the subject of the Commitment Documents.
3.	You also agree that the Relevant Persons shall not have any liability including, but not limited to, any direct, indirect, incidental or consequential damages to you or any person asserting claims on your behalf arising out of or in connection with or as a result of performing the services that are the subject of the Commitment Documents, except (i) to the extent such liability is the result of gross negligence or wilful misconduct of the Relevant Person in performing the services that are the subject of the Commitment Documents or (ii) liability of the Relevant Person to you resulting from a breach of such Relevant Person's obligations under the Commitment Documents.

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4.	Each Relevant Person may rely on the terms of this Commitment Letter.
5.	No provision of this Commitment Letter shall apply so as to exclude any liability of the Relevant Persons which by the Handbook or other applicable law or regulations cannot be excluded by agreement with you.

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ANNEX 2

FORM OF ACCESSION NOTICE

This accession notice is entered into on [•] by [name of Institution] (the “Additional Underwriter”) in favour of each of the parties (as at the date hereof) to the commitment letter dated 14 December 2005 originally addressed to NTL Inc. and NTLIH by the Initial MLAs and the Initial Underwriters (the “Commitment Letter”).

1.	Terms defined in the Commitment Letter shall, subject to any contrary indication, have the same meanings in this accession notice.
2.	The Additional Underwriter shall be conferred the title of [Mandated Lead Arranger] [Joint Lead Arranger][other]1.
3.	[Name of Institution] agrees to underwrite (a) £[•] of the Senior Facilities to be allocated on a pro rata basis across each of the Senior Facilities; [and (b) £[•] of the Bridge Facility]2. Such underwriting shall reduce pro rata the commitments of the Initial Underwriters.
4.	The Additional Underwriter confirms that it has received a copy of the Commitment Letter 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 Initial MLAs or the Initial Underwriters 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 Initial MLAs or the Initial Underwriters to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Group.
5.	The Additional Underwriter undertakes, upon its becoming party to the Commitment Letter, to perform in accordance with their terms all those obligations expressed to be undertaken under the Commitment Letter by a [lead arranger and underwriter] and agrees that it shall be bound by the Commitment Letter as if it had been an original party thereto as a [Mandated Lead Arranger and Underwriter].
6.	None of the Initial MLAs and the Initial Underwriters make any representation or warranty and assume no responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of the Commitment Letter, any other Commitment Document or other document relating to it and assume no responsibility for the financial condition of the Group or for the performance and observance by any member of the Group of any of its obligations under the Commitment Letter, any Commitment 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.	Each of the Initial MLAs and the Initial Underwriters gives notice that nothing in this accession notice or in the Commitment Letter (or any Commitment Document or other document relating to it) shall oblige such Initial MLA or such Initial Underwriter (a) to accept a re-transfer from the Additional Underwriter of the whole or any part of its rights, benefits and/or obligations under the Commitment Documents transferred pursuant to this accession notice or (b) to support any losses directly or indirectly sustained or incurred by the Additional Underwriter for any reason whatsoever (including the failure by any member of the Group or any other party to the Commitment Documents (or any document relating to

¹ Delete and complete as applicable.

² Complete as applicable.

-18-

	them) to perform its obligations under any such document) and the Additional Underwriter acknowledges the absence of any such obligation as is referred to in (a) and (b) above.
8.	In consideration of execution of this accession notice by the Additional Underwriter, the Initial MLAs and the Initial Underwriters agree to pay to the Additional Underwriter the fees as set out in the additional fees letter made between the Additional Underwriter, the Initial MLAs and the Initial Underwriter on or about the date hereof.

This accession notice may be signed in any number of counterparts, which shall have the same effect as if the signatures of the counterparts were signatures of the counterparts were signatures on a single copy of this accession notice.

This accession notice and the rights, benefits and obligations of the parties hereunder shall be governed by and construed in accordance with English Law.

-19-

The Additional Underwriter

For and on behalf of
[Name of Additional Underwriter]

Name:
Title:

Acknowledged and agreed:

The Initial MLAs

For and on behalf of
DEUTSCHE BANK AG, LONDON BRANCH

Name:	Name:
Title:	Title:

For and on behalf of
J.P. MORGAN PLC

Name:

Title:

For and on behalf of
THE ROYAL BANK OF SCOTLAND PLC

Name:

Title:

For and on behalf of
GOLDMAN SACHS INTERNATIONAL

Name:
Title:

The Initial Underwriters

For and on behalf of
DEUTSCHE BANK AG, LONDON BRANCH

Name:	Name:
Title:	Title:

-20-

For and on behalf of
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

Name:

Title:

For and on behalf of
THE ROYAL BANK OF SCOTLAND PLC

Name:

Title:

For and on behalf of
GOLDMAN SACHS CREDIT PARTNERS L.P.

Name:

Title:

Acknowledged and agreed:

For and on behalf of
NTL INCORPORATED

Name:

Title:

For and on behalf of
NTL INVESTMENTS HOLDINGS LIMITED

Name:
Title:

-21-

APPENDIX A-1

PROJECT VANILLA

Commercial Terms of Proposed Senior Bridge Facility

All capitalized terms used herein but not defined herein shall have the meanings provided in the Commitment Letter.

The Borrower:	Merger Sub or, following the completion of the Acquisition, NTL Inc. (the “Borrower”).
Bridge Facility:	£1,800,000,000 (equivalent) senior bridge facility.
Administrative Agent(s):	[TBD] (the “Agent”).
Lead Arrangers and Book Runners:	As described in the Commitment Letter (the “Arrangers”).
Currency:	£, € or US$ in allocations to be determined by the Arrangers; provided, that at the option of the Borrower, up to 50% of the aggregate principal amount will be denominated in £.
Bridge Lenders:	Subject to “Assignment and Participation of Loans,” the Arrangers or their affiliated institutions and a syndicate of banking and financial institutions arranged by the Arranger in consultation with the Borrower (the “Bridge Lenders”).
Initial Bridge Loans:	The Bridge Lenders will make loans (the “Initial Bridge Loans”) to the Borrower in an aggregate principal amount not to exceed £1,800,000,000 (equivalent).
Availability and Purpose of Initial Bridge Loans:	The Initial Bridge Loans will be available for a single drawing simultaneously with the initial funding under the Senior Facilities and the proceeds thereof will be used (i) to finance part of the consideration for the Acquisition, (ii) to refinance existing indebtedness of the NTL Group and/or the Telewest Group and (iii) to pay the costs and expenses incurred in connection with the Acquisition and/or the Debt Financing.
	Amounts borrowed under the Bridge Facility and repaid or prepaid may not be reborrowed.
Initial Maturity Date and Exchange of the Initial Bridge	The Initial Bridge Loans will mature on the date falling twelve months (the “Initial Maturity Date”) after the Closing Date; provided, however, that,

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Loans:	subject to “Conditions to Extension” below, the maturity of the Initial Bridge Loans will be automatically extended on the Initial Maturity Date until the tenth anniversary of the Closing Date (the “Extended Maturity Date” and, such extended maturity loans, the “Extended Term Loans”). The Extended Term Loans will have the same material terms as the Initial Bridge Loans except as set forth in this exhibit.
Conditions to Extension:	Extension of the maturity of the Initial Bridge Loans is subject to the Borrower or any significant subsidiary thereof not being subject to bankruptcy or other insolvency proceedings.
Availability of the Exchange Securities:	At any time and from time to time on or after the Initial Maturity Date at the option of the applicable holder, Extended Term Loans may be exchanged in whole or in part for long-term exchange notes (the “Exchange Securities”). The principal amount of any Exchange Security will equal 100% of the aggregate principal amount (including any accrued interest not required to be paid in cash) of the Extended Term Loan for which it is exchanged.
	When issued, the Exchange Securities will be governed by an indenture to be entered into between the Borrower and a trustee that is acceptable to the Borrower and the Agent and on terms not less favorable to the Borrower than the terms in NTL Cable plc’s existing high-yield indenture, that contains covenants, events of default and other provisions that are not less favorable to the Borrower than the equivalent provisions in NTL Cable plc’s existing high-yield indenture (with, in the case of covenants and events of default, any baskets and thresholds to be adjusted to reflect the size and nature of the business of the Borrower and its subsidiaries) and which complies with the U.S. Trust Indenture Act.
Guarantees:	Guaranteed on a senior basis by Telewest Global, Inc. and, after its formation, [new intermediate holdco] above NTL, Inc. (upon consummation of the transaction Telewest Global, Inc. will be changing its name to NTL Inc. and NTL Inc. will be changing its name to NTL Holdings Inc. However, for simplicity this term sheet does not reflect these name changes). After the merger of NTL Inc. and CCFC, to be guaranteed by DRC.

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Collateral:	Subject to US tax limitations, security over the shares of NTL, Inc., NTL (UK) Group Inc. and NTL Communications Limited.
Final Maturity Date:	The Final Maturity Date of the Exchange Securities and the Extended Term Loans will be the tenth anniversary of the Closing.
Interest Rates	As set forth on Annex I hereto.
Ranking:	The Initial Bridge Loans, the Extended Term Loans and the Exchange Securities shall be pari passu with all senior debt of the Borrower.
Mandatory Redemption:	To the extent permitted under the Senior Facilities, the Borrower will be required to prepay Initial Bridge Loans and Extended Term Loans on a pro rata basis, at par plus accrued and unpaid interest, from the net proceeds (after deduction of (except in the case of clause (iv) below) among other things, mandatory repayments and permitted reinvestments under the Senior Facilities) from
	(i) except in the case of debt described in clause (iv) below, the incurrence of any debt by the Borrower or any of its restricted subsidiaries, subject to agreed exceptions,
	(ii) the issuance of any equity by the Borrower or any of its subsidiaries, subject to customary exceptions,
	(iii) all non-ordinary course asset sales by the Borrower or any of its subsidiaries (with customary exceptions), or
	(iv)  the issuance of the debt securities for the purpose of refinancing the Bridge Facility.
	The Borrower will be required to prepay all Initial Bridge Loans and Extended Term Loans at 100% of par plus accrued and unpaid interest, and offer to repurchase all the Exchange Securities (and any Extended Term Loans bearing interest at the Fixed Rate (as defined in Annex I)) at 101% of par plus accrued and unpaid interest, upon the occurrence of a change of control (to be defined in a customary manner).
	If a Structure Notice is provided after the Closing Date, the Borrower shall repay the Initial Bridge

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	Loans on the Structure Date (subject to a contemporaneous borrowing by NTL Cable plc of £600,000,000 under the Alternative Bridge Facility).
Optional Prepayment of Initial Bridge Loans and Floating Rate Extended Term Loans:	Additionally, the Initial Bridge Loans and Extended Term Loans (other than Extended Term Loans bearing interest at the Fixed Rate) may be prepaid, in whole or in part, at the option of the Borrower, at any time at par plus accrued and unpaid interest, subject in the case of Initial Bridge Loans and such Extended Term Loans to reimbursement of the Bridge Lenders’ actual redeployment costs in the case of a prepayment of Gilt/LIBOR/EURIBOR borrowings other than on the last day of the relevant interest period).
Optional Prepayment of Exchange Securities and Fixed Rate Extended Term Loans:	Each Exchange Security (and any Extended Term Loan bearing interest at the Fixed Rate) will be callable for five years from the Closing (and also subject to the equity clawback provisions described below) at par plus accrued interest plus the Applicable Premium (to be defined in a customary manner) and will be callable thereafter at par plus accrued interest plus a premium equal to 50% of the coupon in effect on the date its interest rate is fixed, which premium shall decline rateably on each yearly anniversary of the Closing to zero two years before the maturity of the Exchange Securities. The Exchange Securities (and any Extended Term Loan bearing interest at the Fixed Rate) will also contain tax redemption provisions not less favorable to the Borrower than the equivalent provisions in NTL Cable plc’s existing high-yield indenture.
	On or before the third anniversary of the Closing, the Borrower may redeem, subject to provisions relating to senior indebtedness not less favorable to the Borrower than the equivalent provisions in NTL Cable plc’s existing high-yield indenture, up to 35% of the principal amount of the Exchange Securities at a price equal to par plus the coupon on such Exchange Securities, together with accrued and unpaid interest, if any, to the redemption date, with the net proceeds of one or more Equity Offerings (to be defined in a manner not less favorable to the Borrower than in NTL Cable plc’s existing high-yield indenture) within 90 days of such Equity Offerings.
Representations and	Usual for facilities and transactions of this type and

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Warranties:	substantially identical to the Senior Facilities.
Conditions to Funding:	Equivalent to those for the Senior Facilities (with references to the Facility Agent therein to be deemed to be references to the Agent) and additionally the payment of all fees and expenses owing to the Bridge Lenders under the terms of the Bridge Facility and the Commitment Letter and related fee arrangements.
Affirmative Covenants:	In the case of the Initial Bridge Loans and the Extended Term Loans, affirmative covenants (to be applicable to Telewest Global, Inc. and its subsidiaries) including as to provision of information, to be substantially identical to the Senior Facilities.
	In the case of the Exchange Securities, affirmative covenants to be customary for a high yield indentures.
	In addition, the Borrower will, and will cause its subsidiaries to, use their respective reasonable best efforts to issue and sell debt securities to refinance the Bridge Loans (the “Refinancing Securities”) at a time and on terms to be determined by the Borrower in consultation with the Arrangers.
	In connection with such an offering, the Borrower will (and will cause its subsidiaries to) (i) prepare an offering memorandum and registration statement and other materials relating to the Refinancing Securities (or if a shelf registration is not available, prepare an offering memorandum in customary form for high yield bond offerings pursuant to Rule 144A/Regulation S, with U.S. SEC registration rights) (including, in each case, all historical, pro forma and other financial and other information required under applicable securities laws giving due regard to the financial condition and prospects of the Borrower and to the type of information and level of detail of such information that is reasonably required to market the Refinancing Securities and specify whether any holders of Refinancing Securities are selling Refinancing Securities 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, (iii) prepare, participate in and complete the appropriate ratings agency

6

	presentations, (iv) to the extent reasonably requested by the Arrangers, list the Refinancing Securities on an acceptable stock exchange chosen by the Borrower and (v) prepare, participate in and complete a “road show” and meetings with research analysts. The Borrower will also enter into an underwriting agreement on terms not less favorable to the Borrower than the equivalent provisions in NTL Cable plc’s most recent underwriting agreement.
Financial Covenants:	In the case of the Initial Bridge Loans, financial covenants equivalent to those for the Senior Facilities, to be tested for the same entities as for the Senior Facilities; provided, however, that the financial covenant ratios shall be set by increasing (or decreasing) (versus the agreed base case) the relevant absolute component amount used in determining the applicable covenant by 10%.
Negative Covenants:	In respect of the Initial Bridge Loans, negative covenants equivalent to those for the Senior Facilities, adjusted to reflect any differences in borrowers, guarantors, ranking, security and structure (but to exclude the payment of dividends or fees or the making of loans, in each to repay or service Guaranteed Parent Debt (as defined in Appendix A-3 to the Commitment Letter).
	In respect of Extended Term Loans or Exchange Securities, the following negative covenants (to be based where applicable on NTL Cable plc’s existing high yield bond covenants):
	1.	Limitations on indebtedness.
	2.	Limitations on restricted payments.
	3.	Limitations on transactions with affiliates.
	4.	Limitations on liens.
	5.	Limitations on asset sales.
	6.	Limitation on dividends and other payment restrictions affecting restricted subsidiaries.
	7.	Reporting.
	8.	Limitations on mergers, consolidations or sales of all or substantially all assets.

7

	9.	Limitation on permitted business activities.
	10.	Anti-layering.
	11.	Limitations on guarantees of other indebtedness.
	12.	Maintenance of security.
	In addition, the covenants referred to above for the Extended Term Loans and the Exchange Securities will be keyed to the Telewest Global, Inc. level and specifically provide for:
	•	Incurrence of debt: consolidated ratio test for incurring debt at the Telewest Global, Inc. level
	•	Anti-layering covenant: no incremental debt can be incurred between NTL Cable plc and NTL Inc., subject to exceptions to be agreed.
	•	Either (i) NewCorp (the parent company to NTL (UK) Group, Inc. and NTL Cable plc) or (ii) NTL (UK) Group, Inc., will remain the ultimate holder of 100% of the shares of the intermediate holding companies.
Events of Default:	The Bridge Facility will contain events of default equivalent to those for the Senior Facilities, subject to customary adjustments for a subordinated facility.
	The Exchange Securities will contain events of default customary for high yield indentures.
Securities Demand	Upon notice by at least three of the four Arrangers (a “Securities Notice”) at any time and from time to time following the date that is 6 months after the Closing Date and prior to the date that is twelve months after the Closing, the Borrower will, after a road show and marketing period customary for similar offerings (as determined by the Arrangers after consultation with you and in any event not less than 10 business days), issue and sell such aggregate principal amount of £/$/€-denominated debt securities (the “Demand Securities”) as will generate gross proceeds sufficient to refinance (in whole or in part as determined by the Arrangers in their sole discretion) the Bridge Facility, in each case upon such terms and conditions as may be

8

	reasonably specified by the Arranger 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 US 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 Closing) 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 Arrangers in consultation with you, (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 a floating rate of interest, unless the Borrower otherwise consents) based on then prevailing market conditions as determined by the Arrangers; provided, however, that, without your consent, the total interest rate per annum payable on such Demand Securities shall not exceed 12.5% in respect of Bridge Loans denominated in Sterling and 11.5% in respect of Bridge Loans denominated in Euro or Dollars, (iv) no more than ₤200 of the Demand Securities shall be denominated in ₤, unless the Arrangers decide otherwise, and (v) all other arrangements with respect to such Demand Securities shall be reasonably satisfactory in all respects to the Arranger in light of then prevailing market conditions and the financial condition and prospects of the NTL Group and the Telewest Group at the date of sale of the Demand Securities.
	Following the issuance of a Securities Notice, the Borrower will assist the Underwriters in connection with customary marketing efforts for the sale of any such Demand Securities, including those steps referred to under “Affirmative Covenants.”
Clean-up Period:	Substantially identical to that for the Senior Facilities.
Registration Rights with Respect	Standard US SEC shelf and exchange registration

9

to Exchange Securities:	rights for Rule 144A offerings.
Voting:	Amendments and waivers of the documentation for the Bridge Facility and the other definitive credit documentation related thereto will require the approval of Bridge Lenders holding at least a majority of the outstanding Initial Bridge Loans, Extended Term Loans and Exchange Securities, except that the consent of each affected Bridge Lender and/or holder of a Exchange Security will be required for, among other things, (i) reductions of principal and interest rates and fees, (ii) extensions of the Initial Maturity Date, (iii) additional restrictions on the right to exchange Extended Term Loans for Exchange Securities or any amendment of the rate of such exchange or (iv) any amendment to the Exchange Securities that requires (or would, if any Exchange Securities were outstanding, require) the approval of all holders of Exchange Securities.
Assignment and Participation of Loans:	Subject to the prior approval of the Agent (such approval not to be unreasonably withheld), the Bridge Lenders will have the right to assign Bridge Loans and commitments to make Bridge Loans without the consent of the Borrower; provided, however, that prior to the Closing Date, the consent of the Borrower in its sole discretion shall be required with respect to (i) any assignment if, subsequent thereto, the Arrangers would hold, in the aggregate, less than 50.1% of the commitments to make Initial Bridge Loans or would hold, as a result of such assignment and the sale of participating interests, beneficially less than 50.1 % of the commitments to make Initial Bridge Loans or (ii) any assignment to any assignee other than an entity that is a lender under the Senior Facilities.
Right to Transfer Exchange Securities:	The holders of the Exchange Securities shall have the absolute and unconditional right to transfer such Exchange Securities, subject to applicable law.
Yield Protection, Taxes and Other Deductions:	The loan documents will contain yield protection provisions customary for similar transactions, protecting the Bridge Lenders in the event of unavailability of funding, funding losses, reserve and capital adequacy requirements.
	All payments to be free and clear of any present or future taxes, withholdings or other deductions whatsoever. The Bridge Lenders will use reasonable efforts to minimize to the extent possible

10

	any applicable taxes and the Borrower will indemnify the Bridge Lenders and the Agent for such taxes paid by the Bridge Lenders or the Agent.
Provisional Funding:	As provided in the term sheet applicable to the Senior Facilities.
Permitted Acquisition:	As provided in the term sheet applicable to the Senior Facilities.
Content:	As provided in the term sheet applicable to the Senior Facilities.
Expenses:	Customary provisions.
Governing Law and Forum:	New York.
Counsel to the Arrangers:	Simpson Thacher & Bartlett LLP.

ANNEX I

Senior Bridge Facility
Interest Rates

Initial Bridge Loans and Extended Term Loans:	The Initial Bridge Loans and Extended Term Loans will accrue interest at a rate per annum equal to three month reserve-adjusted Gilt/LIBOR/EURIBOR plus the Spread described below.
	The “Spread” will initially be 600 basis points. If the Initial Bridge Loans are not repaid in whole within the three-month period following the Closing, the Spread will increase by 50 basis points at the end of such three-month period and shall increase by an additional 50 basis points at the end of each three month period thereafter. At any time on or after the Initial Maturity Date, any Extended Term Loan shall, at the election of the applicable Bridge Lender, bear interest at a fixed rate per annum equal to the floating rate then in effect (the "Fixed Rate").
	Interest on the Initial Bridge Loans and the Extended Term Loans shall be payable on a quarterly basis in arrears in cash (except as provided below); provided, however, that at such time as the Extended Term Loan bears interest at the Fixed Rate, interest shall be payable semi-annually in arrears in cash (except as provided below).
	Notwithstanding the foregoing, the total interest rate per annum payable shall not exceed 12.5% in respect of Bridge Loans denominated in Sterling and 11.5% in respect of Bridge Loans denominated in Euro or Dollars. In no event shall the interest rate on the Initial Bridge Loans or Extended Term Loans exceed the highest rate permitted under applicable law.
	Calculation of interest shall be on the basis of actual days elapsed in a year of 360 days.
Exchange Securities:	The Exchange Securities shall bear interest at a fixed rate per annum equal to the floating rate in effect at the time of exchange of any Extended Term Loan for such Exchange Securities.
	Interest on the Exchange Securities will be payable semi-annually in arrears.
Default Interest:	During the continuance of any payment default under the Bridge Facility, the applicable interest rate shall increase by 2% per annum.

APPENDIX A-2

CONFIDENTIAL

To:	NTL Incorporated
	NTL Investment Holdings Limited
	909 Third Avenue, Suite 2863
	New York, New York 10022
Attn :	James F. Mooney, Chairman

14 December 2005

Project Vanilla - Notes Engagement Letter

Dear Sirs:

      NTL Incorporated (“NTL Inc.”) and NTL Investment Holdings Limited(“NTL IH” and, together with NTL Inc. and its other subsidiaries, the “NTLGroup”) have advised Deutsche Bank AG, London Branch, JPMorgan Chase Bank, National Association, The Royal Bank of Scotland plc and Goldman Sachs Credit Partners L.P. and/or their respective designated affiliates (the “Arrangers”) that NTL Inc., through an affiliated company, including Telewest Group, wishes to issue and sell the Notes, as defined in the Note Term Sheet attached as Exhibit A hereto and incorporated herein (the “Term Sheet”), either (a) to fund consideration required under an amended and restated agreement and plan of merger among Telewest Global, Inc., a Delaware corporation, (“Telewest” and, together with its subsidiaries, the “Telewest Group”), Neptune Bridge Borrower LLC, a Delaware limited liability company (“Merger Sub”), and NTL Inc. (the “Acquisition”) and/or (b) refinance a senior bridge facility incurred in connection with the Acquisition, as well as to pay fees and expenses, in each case on substantially the terms, and subject to the conditions, set forth in the Term Sheet. Capitalized terms used but not defined herein have the meanings assigned to them in the Term Sheet. In this Engagement Letter the term “you” shall refer to NTL Inc. and NTL IH collectively.

This letter amends and replaces in its entirety the Notes Engagement Letter dated 2 October 2005.

      Accordingly, the parties hereto agree as follows:

1. Engagement

     (a) NTL Inc. and NTL IH hereby retain the Arrangers, and the Arrangers agree to act, subject to the terms and conditions of this letter (the “Engagement Letter”) and as further set forth in the Term Sheet, as the exclusive book-running lead managing underwriters (the “Book-Running Lead Managers”) as detailed in the Term Sheet, in connection with the issuance, sale or resale of the Notes (the “Offering”), with (except as otherwise agreed by the Arrangers) economic participation commensurate with each Arranger’s participation in the Bridge Facility (as defined in the Appendix A-1 of the Commitment Letter to which this Engagement

Letter is attached (such Appendix, the “Bridge Term Sheet”)). J.P. Morgan Securities Ltd. is authorized and appointed by NTL Inc. and NTL IH to organize the book building process in consultation with, and subject to the approval (not to be unreasonably withheld) of, NTL Group, in connection with the issuance, sale or resale of the Notes.

     (b) NTL Inc. and NTL IH will retain BNP Paribas and HSBC Bank plc or their respective affiliates as co-lead managers and Calyon and Fortis Bank S.A./N.V. or their respective affiliates as co-managers pursuant to the terms of the Commitment Letter. Such co-managers shall agree to act, subject to the terms and conditions of this Engagement Letter and in a form agreed with the Arrangers, as co-managers (in such capacity, the “Co Managers” and, together with the Book-Running Lead Managers, the “Underwriters”), in connection with the Offering.

     Any co-manager or other title awarded in connection with the Offering shall be subject to the consent of the Arrangers, such consent not to be unreasonably withheld. Each of the Arrangers reserves the right not to participate in any Offering, and the foregoing is not an agreement by any of the Arrangers to underwrite, place or purchase any Notes or otherwise provide any financing. In connection with any Offering in which any Arranger elects to participate, the issuer of the Notes shall enter into an underwriting agreement, placement agency agreement or purchase agreement, as applicable, with the Arrangers, which agreement shall be consistent with this letter agreement and otherwise in a mutually acceptable form not less favorable to NTL Inc. than the equivalent provisions in similar agreements most recently entered into by NTL Inc..

     (c) In connection with any offering of the Notes, (i) J.P. Morgan Securities Ltd. or its designated affiliate will appear on the left on the cover of any offering circular or prospectus and (ii) will (A) act as the stabilization manager of such offering, (B) establish the schedule for investor meetings, (C) assist NTL Inc. and NTL IH with the rating agency process and (D) coordinate pre marketing activity.

      (d) In consideration of the entry by the Arrangers into this letter, each of NTL Inc. and NTL IH agrees that during the period from 2 October 2005 to the termination of this Engagement Letter in accordance with its terms it will not, and will cause its affiliates, including the Telewest Group, not to, initiate, solicit or enter into any discussions or negotiations looking toward the issuance, offering or sale of the Notes to any third parties, except through the Arrangers. In addition, each of NTL Inc. and NTL IH agrees that from 2 October 2005 until the earlier of the termination of this letter agreement or the closing of the sale of the Notes, it will not offer, sell, contract to sell or otherwise dispose of any securities substantially similar to the Notes without the Arrangers’ prior written consent.

     (e) None of NTL Inc., NTL IH or any of their respective affiliates, including the Telewest Group, will, directly or indirectly (except through the Arrangers or as otherwise approved by them), sell or offer to sell any of the Notes or any other high-yield debt instrument (whether in the form of securities or loans or otherwise), during the term of this Engagement Letter. Any such offer, sale or other disposition of Notes or other high-yield debt instrument during the term of this Agreement will be treated for purposes of Section 4 hereof as if such sale or disposition were undertaken by the Arrangers directly (and the Arrangers will be

entitled to a cash fee equal to the amount that would have been payable to them under Section 4 hereof in such circumstances).

     (f) The timing and terms of any Offering of the Notes (other than any Offering of Demand Securities) will be determined by NTL Inc. acting in consultation with the Arrangers. In connection with such an Offering NTL Inc. and NTL IH will (and will cause their respective subsidiaries or affiliates to) (i) prepare a Registration Statement on Form S-3 or similar form, or, at the option of NTL Inc., prepare an offering memorandum relating to the Notes in customary form for European high yield bond offerings pursuant to Rule 144A/Regulation S, with U.S. SEC registration rights (including, in each case, all historical, pro forma and other financial and other information required under applicable securities laws giving due regard to the financial condition and prospects of the Group and to the type of information and level of detail of such information that is reasonably required to market the Notes and specify whether any holders of Notes are selling 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, (iii) prepare, participate in and complete the appropriate ratings agency presentations, (iv) to the extent reasonably requested by the Arranger, list the Notes on the Irish Stock Exchange, Luxembourg Stock Exchange or another acceptable Western European stock exchange chosen by NTL Inc. and (v) prepare, participate in and complete a “road show” and meetings with research analysts. In connection with any Offering of the Notes, NTL Inc., NTL IH or the issuer of the Notes, as applicable, will also enter into an underwriting agreement on terms not less favorable to NTL Inc. than similar agreements most recently entered into by NTL Inc..

     (g) In the event that NTL Inc. elects to proceed with an Alternative Financing Structure (as described in the Commitment Letter) then this Engagement Letter shall be construed to refer to the refinancing of the Alternative Bridge Facility set forth in Appendix A-5 of the Commitment Letter, with modifications described under “Alternative Structure” in the Term Sheet.

2. Termination

      This Engagement Letter agreement may be terminated at any time by any of the Arrangers (with respect to itself) upon written notice thereof to that effect and by you at any time after the earliest of (i) the first anniversary of the closing date of the Acquisition, (ii) receipt by NTL Group of aggregate proceeds of not less than an amount sufficient to repay in full the Bridge Facility and the application of such proceeds to repay the Bridge Facility in full (or at the time of any other repayment in full of the Bridge Facility), and (iii) termination of the Commitment Letter in accordance with its terms prior to any borrowing under the Debt Financing, in each case upon prior written notice to that effect to the relevant Underwriter(s).

      Section 3 (Indemnification) shall terminate and be superseded by the applicable provisions of the Purchase Agreement (or other definitive documentation), if any, with respect to claims and other causes of action arising out of the sale of the Notes purchased pursuant to such Purchase Agreement (or other definitive documentation) provided that, in the event that a Purchase Agreement with respect to

the Offering of the Notes is entered into, the indemnity provisions of that agreement shall supersede these in all respects.

      Upon any termination of this Engagement Letter, the obligations of the parties hereunder shall terminate, except for their obligations under Section 3 (Indemnification), Section 4 (Fees and Expenses), Section 5 (Confidentiality), Section 6 (Governing Law) and Section 7 (Method and Manner of Payments) below.

3. Indemnification

      In consideration of the engagement hereunder, NTL Inc. and NTL IH shall jointly and severally indemnify, hold harmless and contribute to any losses of each Underwriter to the extent set forth in Annex A hereto, which provisions are incorporated by reference herein and constitute a part hereof.

4. Fees and Expenses

      In consideration of the engagement hereunder, NTL Inc. and NTL IH shall pay the fees and expenses as set forth in the Term Sheet.

5. Confidentiality

      Each of the Underwriters agrees that it shall use all non-public information provided to it by or on behalf of you hereunder solely for the purpose of providing the services that are the subject of this letter agreement and shall treat confidentially all such information, provided that nothing herein shall prevent any Underwriter from disclosing any such information (i) to rating agencies, (ii) to purchasers or prospective purchasers of the Notes in connection with an Offering of Notes, (iii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding (in which case we agree to promptly notify you to the extent lawfully permitted to do so), (iv) upon the request or demand of any regulatory authority having jurisdiction over such Arranger or any of its affiliates, (v) to the extent that such information becomes publicly available other than by reason of disclosure by such Underwriter in violation of this letter agreement or becomes available to such Underwriter or its affiliates from a source that is not known by such Underwriter to be subject to a confidentiality obligation to you, (vi) to such Underwriter’s employees, legal counsel, independent auditors and other experts or agents who need to know such information and are informed of the confidential nature of such information or (vii) to any of its affiliates (with such Underwriter being responsible for such affiliate’s compliance with this paragraph). This undertaking by each Underwriter shall automatically terminate one year following the termination of such Underwriter’s engagement hereunder.

You agree that you will not disclose this letter agreement, the contents hereof or the activities of any Underwriter pursuant hereto to any person without the prior approval of such Underwriter, except that you may disclose this letter agreement and the contents hereof (i) to your shareholders, directors, employees, advisors and agents or (ii) as required by law or to comply with the rules of any regulatory body or applicable securities exchange to which you are or we are subject.

The provisions contained in this paragraph shall remain in full force and effect notwithstanding the termination of this Engagement Letter.

6. Governing Law and Submission to Jurisdiction

      This letter agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York. EACH OF NTL INC. AND NTL IH AND EACH OF THE UNDERWRITERS IRREVOCABLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS ENGAGEMENT LETTER OR THE PERFORMANCE OF SERVICES OR OBLIGATIONS HEREUNDER.

      Each of NTL Inc. and NTL IH and each of the Underwriters irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the County of New York over any suit, action or proceeding arising out of or relating to this letter agreement. Service of any process, summons, notice or document by registered mail addressed to NTL Inc. shall be effective service of process against NTL Inc. and NTL IH for any suit, action or proceeding brought in any such court. Service of process upon NTL Inc. at 909 Third Avenue, Suite 2863, New York, NY 10022 shall be deemed effective service of process against NTL Inc. and NTL IH for any such action or proceeding. Each of NTL Inc. and NTL IH irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction NTL Inc. or NTL IH is or may be subject, by suit upon judgment.

7. Method and Manner of Payments

      All amounts payable hereunder shall be paid to the Arrangers and the Underwriters at their respective addresses in London, in each case, free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made or where the payor is located unless such deduction or withholding is required by applicable law, in which event, NTL Inc. and NTL IH will pay additional amounts so that each such party receives the amount that it would otherwise have received but for such deduction or withholding. Each of NTL Inc. and NTL IH hereby agrees jointly and severally to indemnify each such party from and against the full amount of any such taxes, levies, imposts, duties, charges or other deductions or withholdings paid by them and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto, whether or not such taxes, levies, imposts, duties, charges or other deductions or withholdings were correctly or legally asserted.

      Without limiting the foregoing, all amounts payable to each such party under the terms of this Engagement Letter will be exclusive of value added tax or any similar taxes (“VAT”) and all amounts charged by such party or for which any of them is to be reimbursed will be invoiced together with VAT, where appropriate.

8. Disclosure

     In connection with their engagement hereunder, the Arrangers shall assist you in preparing a prospectus, offering memorandum, private placement memorandum or other document to be used in connection with the Offering. You shall furnish the Arrangers with all financial and other information concerning the NTL Group and the Telewest Group, the Acquisition, the financing thereof and related matters (the “Information”) that the Arrangers may reasonably request for inclusion in any offering document or otherwise. You represent that (i) the Information, other than projections, taken as a whole, and the offering document will be complete and correct in all material respects and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) all historical financial data provided to the Arrangers will be prepared in accordance with Regulation S-X and with generally accepted accounting principles and practices then in effect in the United States and will fairly present in all material respects the financial condition and operations of the NTL Group and the Telewest Group and (iii) any projections, financial or otherwise, provided to the Arrangers will be prepared in good faith with a reasonable basis for the assumptions and the conclusions reached therein and on a basis consistent with the NTL Group’s or the Telewest Group’s historical financial data, as applicable; it being understood that actual results may vary from such projections. You agree to notify the Arrangers promptly of any material adverse change, or development that may lead to any material adverse change, in the business, properties, operations, financial condition or prospects of the NTL Group or the Telewest Group or concerning any statement contained in any offering document or in any historical financial data provided to the Arrangers which is not accurate or which is incomplete or misleading in any material respect. Each of the Arrangers may rely, without independent verification, upon the accuracy and completeness of the Information and any offering document, and none of the Arrangers assumes any responsibility therefor.

9. Miscellaneous

      This Engagement Letter (including the Term Sheet), contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. This Engagement Letter may not be amended or modified except by a writing executed by each of the parties hereto. Section headings herein are for convenience only and are not a part of this Engagement Letter. This Engagement Letter agreement is solely for the benefit of NTL Inc., NTL IH and the Arrangers and Underwriters and, except as set forth in the sixth paragraph of this Section 9 and Annex A, no other person shall acquire or have any rights under or by virtue of this Engagement Letter.

      If any term, provision, covenant or restriction in this Engagement Letter is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. NTL Inc. and NTL IH and the other parties hereto shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

     Each of NTL Inc. and NTL IH further represents and agrees that no offers or sales of securities of the same or a similar class as the Notes have been made or will be made by NTL Inc. or NTL IH or any of their affiliates, including the Telewest Group, or on its or their behalf which would be integrated with the offer and sale of the Notes under the doctrine of integration referred to in Regulation D under the Securities Act of 1933, as amended. Each of NTL Inc. and NTL IH acknowledges that each of the Underwriters has been retained solely to provide the services set forth in this letter agreement. In rendering such services, each such Underwriter shall act as an independent contractor, and any duties of such Underwriter arising out of its engagement hereunder shall be owed solely to NTL Inc. and NTL IH.

     NTL Inc. and NTL IH acknowledge that each of the Underwriters is a securities firm that is engaged in securities trading and brokerage activities, as well as providing investment banking and financial advisory services. In the ordinary course of trading and brokerage activities, each of the Underwriters and their respective affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity securities of entities that may be involved in the transactions contemplated hereby. Each of the Underwriters recognizes its responsibility for compliance with federal securities laws in connection with such activities.

     In addition, each of the Underwriters and its respective affiliates may from time to time perform various investment banking, commercial banking and financial advisory services for other clients and customers who may have conflicting interests with respect to you or the Offering. None of the Underwriters or their respective affiliates will use confidential information obtained from you pursuant to this engagement or their other relationships with you in connection with the performance by the Underwriters and their respective affiliates of services for other companies. You also acknowledge that the Underwriters and their respective affiliates have no obligation to use in connection with this engagement, or to furnish to you, confidential information obtained from other companies.

     Furthermore, you acknowledge that each of the Underwriters and its respective affiliates may have fiduciary or other relationships whereby such Underwriter and its affiliates may exercise voting power over securities of various persons, which securities may from time to time include securities of you, potential purchasers of the Notes or others with interests in respect of the Offering. You acknowledge that each of the Underwriters and its respective affiliates may exercise such powers and otherwise perform their functions in connection with such fiduciary or other relationships without regard to such Underwriter’s relationship to you hereunder.

     You acknowledge that none of the Underwriters is an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction. You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated hereby, and none of the Underwriters shall have any responsibility or liability to you with respect thereto.

      Each of the Arrangers and the Underwriters reserves the right to employ the services of certain affiliates (the “Investment Services Affiliates”) in providing

services incidental to the offer and sale of the Notes, and each of NTL Inc. and NTL IH agrees that, in connection with the provision of such services, each of the Arrangers and the Underwriters and the Investment Services Affiliates may share with each other any confidential or other information relating to NTL Inc. and its subsidiaries and affiliates as from time to time they may possess; provided that each Investment Services Affiliate agrees in writing to be bound to the provisions of Section 5 (Confidentiality) hereof.

      This Engagement Letter may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.

      Telewest Global, Inc. will accede to this Engagement Letter upon completion of the Acquisition.

     If the foregoing correctly sets forth our understanding, please indicate NTL Inc.’sand NTL IH’s acceptance of the terms hereof by signing in the appropriate space below and returning to us the enclosed duplicate originals hereof, whereupon this letter shall become a binding agreement between us.

Very truly yours,
DEUTSCHE BANK AG, LONDON
BRANCH
By:	/s/ Jonathan Bowers	By:	/s/ David Wood
Name:	Jonathan Bowers	Name:	David Wood
Title:	Director	Title:	Managing Director

J.P. MORGAN SECURITIES LTD.
By:	/s/ Eric Capp	By:
Name:	Eric Capp	Name:
Title:	Managing Director	Title:

THE ROYAL BANK OF SCOTLAND PLC
By:	/s/ Mike Cunningham	By:
Name:	Mike Cunningham	Name:
Title:	Senior Director	Title:

GOLDMAN SACHS INTERNATIONAL
By:	/s/ Alison Howe	By:
Name:	Alison Howe	Name:
Title:	Vice President	Title:

Accepted and agreed to
as of the date first written above,
NTL INCORPORATED
By:	/s/ James Mooney
Name:	James Mooney
Title:	Chairman
NTL INVESTMENT HOLDINGS
LIMITED
By:	/s/ R MacKenzie
Name:	R MacKenzie
Title:	Director

Annex A: Indemnification Provisions

      Each of NTL Inc. and NTL IH shall jointly and severally indemnify and hold harmless each of the Arrangers and the Underwriters, their affiliates and their respective officers, directors, employees, agents, advisors and controlling persons (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with the transactions contemplated by the letter agreement to which this Annex A is attached (the “Engagement Letter”), the Notes described therein, the use of any proceeds of such Notes, or any related transaction, or any claim, litigation, investigation or proceedings relating to any of the foregoing (“Proceedings”) regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any reasonable legal or other expenses as they are incurred in connection with investigating or defending any of the foregoing; provided, however, that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are finally judicially determined by a court of competent jurisdiction not subject to further appeal to have resulted from the gross negligence or willful misconduct of such Indemnified Person. By executing the Engagement Letter, each of NTL Inc. and NTL IH also (a) agrees not to, directly or through an affiliate, make any claim against any Indemnified Person for any special, indirect or consequential damages in respect of any breach or wrongful conduct (whether the claim therefor is based on contract, tort or duty imposed by law) in connection with, arising out of or in any way related to the omission or event occurring in connection therewith, except to the extent such claims or damages result from the gross negligence or willful misconduct of an Indemnified Person, and (b) waives, releases, and agrees not to, directly or through an affiliate, sue upon, any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in NTL Inc.’s or NTL IH’s favor.

      If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then each of NTL Inc. and NTL IH shall contribute jointly and severally to the amount paid or payable to such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by NTL Inc. and NTL IH, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations; provided, however, that to the extent permitted by applicable law, each Indemnified Person shall not be responsible for amounts in the aggregate which are in excess of all fees received by such person in connection with this engagement. It is hereby agreed that the relative benefits to NTL Inc. and NTL IH on the one hand and all Indemnified Persons on the other hand shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by NTL Inc. and NTL IH pursuant to the transactions contemplated by the Engagement Letter (whether or not consummated) bears to (ii) the fee actually paid to Indemnified Persons in connection with such sale. The indemnity, reimbursement and contribution obligations of NTL Inc. and NTL IH under this Annex A shall be in addition to any liability which NTL Inc. and NTL IH may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heir and personal representatives of NTL Inc. and NTL IH and any Indemnified Person.

      Promptly after receipt by an Indemnified Person of notices of the commencement of any Proceedings, such Indemnified Person will, if a claim in respect thereof is to be made against an Indemnifying Party, notify NTL Inc. or NTL IH in writing of the commencement thereof; provided, however, that the omission to so notify NTL Inc. or NTL IH will not relieve it from any liability which it may have hereunder except to the extent it has been materially prejudiced by such failure. In case any such Proceedings are brought against any Indemnified Person and it notifies NTL Inc. or NTL IH of the commencement thereof, NTL Inc. and NTL IH will be entitled to participate therein, and, to the extent that it may elect by prior written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person; provided, however, that if the defendants in any such Proceedings include both such Indemnified Person and NTL Inc. or NTL IH and such Indemnified Person shall have concluded that there may be legal defenses available to it which are different from or additional to those available to NTL Inc. or NTL IH, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Proceedings on behalf of such Indemnified Person. Upon receipt of notice from NTL Inc. or NTL IH to such Indemnified Person of its election so to assume the defense of such Proceedings and approval by such Indemnified Person of counsel, NTL Inc. and NTL IH shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the preceding sentence, (ii) NTL Inc. or NTL IH shall not have employed counsel reasonably satisfactory to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement of the Proceedings or (iii) NTL Inc. or NTL IH shall have authorized in writing the employment of counsel for such Indemnified Person.

      Capitalized terms used but not defined in this Annex A have the meanings assigned to such terms in the Engagement Letter to which this Annex A is attached.

Exhibit A – Note Term Sheet Indicative Term of the Notes
Issuer	NTL Inc.
	Alternative Structure: NTL Cable plc.
Size	£1,800 million (equivalent);
	Alternative Structure: £600 million (equivalent)
	(the “Notes”).
Currency	£/$/€
Use of Proceeds	To repay the borrowings under the Bridge Facility and related fees and expenses, if issued on the Closing, or to finance a portion of the purchase price for the Acquisition, and to pay related fees and expenses in connection with the Acquisition.
Ranking	Senior obligations of the Issuer.
	Structurally subordinated to the Senior Facilities as well as the existing bonds issued by NTL Cable plc.
	Alternative Structure: Structurally subordinated to the Senior Facilities of NTL Inc. and pari passu with the existing bonds issued by NTL Cable plc.
Guarantees	Senior guarantees from NTL Inc., new intermediate holdco above NTL Inc. (when formed) and DRC (following merger of NTL Inc. and CCFC).
	Alternative Structure: Same guarantees as the existing bonds issued by NTL Cable plc.; senior guarantees from NTL Inc. and new intermediate holdco above NTL Inc.
Security	Security, if any, to be agreed upon.
Registration	Registered or (if registration not immediately available) 144A/Reg S with registration rights.
Maturity	10 years from the issue date.

Call Protection	The Notes will be redeemable, at the option of the Issuer, in whole or in part, at any time on or after the fifth anniversary of the date of issuance, at par plus accrued interest plus a premium equal to 50% of the coupon, declining ratably to par on the eighth anniversary of the issuance of the Notes, in each case, together with accrued and unpaid interest, if any, to the redemption date, subject to customary provisions relating to senior indebtedness. Prior to such date, the Notes will be redeemable upon the payment of a “make-whole” premium calculated consistently with NTL Inc.’s existing high yield indenture.
	On or before the third anniversary of the date of issuance of the Notes, the Issuer may redeem up to 35% of the principal amount of the Notes originally issued at a price equal to par plus the coupon on the Notes, together with accrued and unpaid interest, if any, to the redemption date, with the net proceeds of one or more Equity Offerings (to be defined in a customary manner) within 120 days of such Equity Offerings.
	The Issuer and the Arrangers may jointly decide to offer floating rate securities, in which case such floating rate notes shall include an agreed redemption schedule appropriate to floating rate instruments.
Interest Payment	Cash pay
Covenants	Covenants will consist of high yield covenants no less favorable than those contained in NTL Inc.’s existing high yield bonds, and specifically:

• Incurrence of debt: consolidated ratio test from incurring debt at the new intermediate holdco above NTL Inc.

• Anti-layering covenant: no incremental debt can be incurred between NTL Cable plc and NTL Inc., subject to exceptions to be agreed.

• Obligation of NTL Inc. to remain the ultimate holder of 100% of the shares of the intermediate holding companies (Alternative Structure: Obligation of NTL Inc. to remain the ultimate holder of 100% of the shares of the intermediate holding companies).

Fee 1.50%

Expenses NTL Inc. will pay its own costs and expenses incurred in connection with the transaction (including, inter alia, roadshow and printing expenses). The Underwriters will pay their own costs and expenses incurred in connection with the transaction.

APPENDIX A-3

SUMMARY OF PRINCIPAL TERMS & CONDITIONS

Ultimate Parent:	Telewest Global, Inc., a Delaware corporation (“Telewest”). Upon consummation of this transaction, Telewest will be changing its name to NTL Inc. and NTL Inc. will be changing its name to NTL Holdings, Inc., but for simplicity this term sheet does not reflect these name changes.
Parent:	NTL Cable plc.
Obligors:	The Borrowers and the Guarantors.
Borrower(s):	NTL Investment Holdings Limited (“NTLIH”), Telewest Communications Networks Limited (“TCN”), and a U.S.borrower (borrowings by any U.S.  Borrower to be limited to 20% of aggregate principal amount drawn under the Senior Facilities) and such other borrower as may be agreed between the  Parent and the Mandated Lead Arrangers.
Guarantors:	The Parent, Telewest UK Limited, New UK Limited, New UK2 Limited (together, the “UK Holdcos”), the Borrowers, each Material Subsidiary and sufficient members of the UK Group as will account for 80%1 of the Consolidated Operating Cashflow of the UK Group.
Material Subsidiaries:	A member of the Group whose Operating Cashflow represents at least 5% of the Consolidated Operating Cashflow of the Group1.
Group:	Telewest and its subsidiaries, after giving effect to the Acquisition.
NTL Group:	NTL Incorporated (“NTL Inc.”) and its subsidiaries, prior to the completion of the Acquisition.
Telewest Group:	Telewest and its subsidiaries, prior to completion of the Acquisition.
UK Group:	Except as may be expressly agreed:

(a)	following implementation of Steps 1 to 2 as set out on the page headed “Combination of Neptune and Tiger” of the Steps Paper, culminating in the structure set out on the page headed “Interim Structure after Step 2” of the Steps Paper, NTLIH and its direct and indirect subsidiaries and Telewest UK Limited and its direct and indirect subsidiaries;
(b)	following completion of the “First Alternative (Structure 1) – Final Structure” as described in the Steps Paper, New UK Limited and its direct and indirect subsidiaries; or
(c)	following completion of the “Second Alternative (Structure 2) – Final Structure” as described in the Steps Paper, NTLIH and its direct and indirect subsidiaries.

Facilities:  The senior credit facilities (the “Senior Facilities”) will comprise two tranches with final maturities as follows: 

¹ Subject to confirmation as to which subsidiaries captured by definition of Material Subsidiary

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	(a)	£3,200,000,000 5-year amortising Senior Term Loan A Facility (“Tranche A”) to be denominated in £; and
	(b)	£100,000,000 5-year Multicurrency Revolving Working Capital Facility (“RCF”) to be denominated in £, $ and €.
Purpose:	(a)	Tranche A to repay in full all amounts outstanding under each of the Existing Facilities at closing of the Acquisition (“Closing”);
	(b)	RCF: to finance the ongoing working capital needs and general corporate requirements of the UK Group and to include a performance bond facility (in a maximum amount to be agreed) with an acceptable fronting bank and/or alternative arrangements to be agreed.

Initial MLAs and Initial Underwriters:	Deutsche Bank AG, London Branch, J.P. Morgan Plc, The Royal Bank of Scotland plc and Goldman Sachs International and/or their respective designated affiliates (the “Initial MLAs”).
	Deutsche Bank AG, London Branch, JPMorgan Chase Bank, National Association, The Royal Bank of Scotland plc and Goldman Sachs Credit Partners L.P. and/or their respective designated affiliates (the “Initial Underwriters”).
Joint Bookrunners:	Deutsche Bank AG, London Branch, J.P. Morgan Plc, The Royal Bank of Scotland plc and Goldman Sachs International and/or their respective designated affiliates (the “Bookrunners”).
Agent and Security Trustee:	Deutsche Bank AG, London Branch (the “Agent” or “Security Trustee”, as the context may require)
Lenders:	The Initial Underwriters, any Additional Underwriters and a group of banks, financial institutions (including CDOs or similar structured institutions) and other persons to be determined by the Mandated Lead Arrangers (the “Lenders”) after prior consultation with NTL Inc.
Instructing Group:	Lenders whose commitments equal or exceed 66 2/3% of the total commitments.
Existing Facilities:	Each of (i) the existing £2.425 billion senior facilities agreement of NTLIH dated 13 April 2004; (ii) the existing £1.55 billion senior facilities agreement of TCN and Telewest Global Finance LLC (“Telewest LLC”) dated 21 December 2004; (iii) the existing £250 million second lien facility agreement of TCN and Telewest LLC dated 21 December 2004; and (iv) the existing £130 million senior secured facilities of Flextech Broadband Limited and Flextech Broadcasting Limited dated 10 May 2005.
Certain Funds:	After signing of the Merger Agreement, the Senior Facilities will be made available for a period (the "Certain Funds Period”) until the earlier of (i) the end of the Availability Period for the Senior Facilities and (ii) the date of Closing (the “Closing Date”) (including repayment of all the Existing Facilities) subject only to:

(i)	satisfaction of the conditions precedent under "Initial Conditions Precedent" below; and
(ii)	there being no payment or insolvency Event of Default with respect to NTL Inc., NTLIH, TCN or Merger Sub (other than an insolvency event caused by the occurrence or potential occurrence of another Event of Default) or an Event of Default arising as a result of a

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		misrepresentation by NTL Inc., NTLIH, TCN or Merger Sub in respect of its powers, status and authority, or any breaches by NTLIH or TCN of its negative pledge covenants which materially affects the Lenders' security (taken as a whole).
Initial Conditions Precedent:	The conditions precedent to be completed to the satisfaction of the Agent prior to the availability of the Senior Facilities will be the following:
	(i)	evidence that Merger Sub has entered into the Bridge Facility and that all conditions precedent thereto have been satisfied or waived, the proceeds of which will be used to fund in part the consideration required under the Merger Agreement, including any transaction fees and expenses in connection therewith;
	(ii)	the Financing Documentation prepared in accordance with paragraph 2(a) of the Commitment Letter duly executed by you;
	(iii)	certified copies of customary corporate documentation for each Borrower and each Guarantor and receipt of relevant customary legal opinions from Lenders' counsel in each case in a form acceptable to the Mandated Lead Arrangers acting reasonably (it being acknowledged that opinions and documents in connection with the existing financings of NTLIH and TCN will be a form acceptable for these purposes); or
	(iv)	the execution of the Merger Agreement (in the form previously approved by the Mandated Lead Arrangers) by the parties thereto, Merger Sub and NTL Inc. becoming obliged to file the certification of merger with the Secretary of State of Delaware and Telewest to file a charter amendment as set forth in Section 2.01(b) of the Merger Agreement and no amendments to or waivers under (excluding any waiver of or as contemplated by Section 9.02(g) of the Merger Agreement) being granted under the Merger Agreement which in the opinion of an Instructing Group (acting reasonably) are material and adverse to the financing under the any of the Senior Facilities Agreement and/or the Bridge Facility Agreement.
Initial Condition Subsequent	It shall be a condition subsequent to the first drawdown under the Senior Facilities that immediately after such drawdown, Merger Sub and NTL file the certification of merger with the Secretary of State of Delaware and Telewest files the charter amendment as set forth in Section 2.01(b) of the Merger Agreement.
Further Conditions precedent:	Conditions precedent to the initial drawdown of each Facility for the purposes referred to under "Certain Funds" above will be satisfaction with the Certain Funds requirements. Other than in respect of the initial drawdown, the Lenders will only be obliged to comply with their obligations (except as described above) to make advances under each of the Senior Facilities if on the date of the utilisation request and on each proposed utilisation date:
	(i)	in the case of a rollover loan, an Instructing Group has not instructed the Agent to block such rollover on account of an event of default which is continuing or would result from the proposed loan and in the

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		case of any other loan, no default is continuing or would result from the proposed loan; and
	(ii)	in the case of a loan which is not a rollover loan, the Repeating Representations (which Repeating Representations shall be subject to the principles described in "General Provisions" below) to be made by each Obligor are true in all material respects.
Availability and Drawdown:	Tranche A: available during the period (the “Availability Period”) from 2 October 2005 to the earlier of (i) 2 October 2006 or (ii) the date of Closing, to be drawn in full at Closing; and RCF: available on a fully revolving basis until one month before the RCF final maturity date. RCF may not be utilised unless Tranche A has been or will on the same date be utilised in full. No clean-down of the RCF shall be required.
Interest Rate:	The rate of interest payable for each interest period shall be the aggregate, per annum, of:

	(a)	the applicable Interest Margin; plus
	(b)	the relevant LIBOR; plus
	(c)	(if applicable) the cost of complying with any applicable reserve requirements.
	Usual interest provisions shall apply, including default interest which shall be 1.00% above the then applicable Interest Margin level.
Interest Periods:	1, 2, 3 or 6 months or any other period agreed between the Borrower(s) (or NTL Inc.) and the Lenders in respect of the relevant Tranche.

Interest Margin:	Tranche A/RCF	1.625% per annum from Closing for a period of three months and thereafter subject to the Margin Ratchet provisions.
Margin Ratchet:	The Interest Margin for Tranche A and RCF shall be subject to the following margin ratchet based upon the Leverage Ratio:

Leverage Ratio		Margin
Less than	3.00 :1	1.000%
Greater than or equal to	3.00 :1 but less than 3.40 : 1	1.125%
Greater than or equal to	3.40 :1 but less than 3.80 : 1	1.250%
Greater than or equal to	3.80 :1 but less than 4.20 : 1	1.375%
Greater than or equal to	4.20 :1 but less than 4.50 : 1	1.500%
Greater than or equal to	4.50 :1 but less than 4.80 : 1	1.625%
Greater than or equal to	4.80 :1 but less than 5.00 : 1	1.875%
Greater than or equal to	5.00	2.000%
There will be no time period restrictions (other than the first quarter after Closing) for adjustments in the Margin Ratchet and no limitations on the number of step-downs in the Margin Ratchet that can apply in any quarter.

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	Upon an Event of Default which is continuing, the Interest Margin for each of the RCF and Tranche A shall immediately revert to 2.00% per annum until such time that the Event of Default has been remedied or waived.
Commitment Fee:	Commitment fee which is the lower of 50% of the Tranche A Interest Margin or 0.75% per annum of the aggregate undrawn portion of the RCF, payable from Closing from day to day during the availability period of the RCF, payable from the date of first drawdown under the Senior Facilities Agreement from day to day during the availability period of the RCF, (such fee being due and payable in arrear on the last day of each successive period of three months which ends during such period).
Calculations:	All calculations of interest and commitment fees will be based on the actual number of days elapsed and a year of 365 days (or a year of 360 days where applicable).
Repayment:	Tranche A - In accordance with the following repayment schedule:

Repayment Date	Amount Repayable
30 September 2007	£225 million
31 March 2008	£225 million
30 September 2008	£225 million
31 March 2009	£250 million
30 September 2009	£450 million
31 March 2010	£500 million
30 September 2010	£550 million
Final Maturity Date	£775 million
RCF – Repayment on the final day of each interest period and any amounts then outstanding will be repaid in full on its final maturity date.

Prepayments:	Voluntary prepayments:
	Voluntary prepayments of Tranche A will be permitted in whole or in part without penalty or premium on terms customary in transactions of this nature.
	Mandatory prepayments:
	Mandatory prepayment of all outstandings and cancellation of all commitments under the Senior Facilities will be required upon the occurrence of a change of control (to be defined): Mandatory prepayment is also required in respect of net proceeds received from:
	(a)	disposals; or
	(b)	insurance claims,
	subject to minimum thresholds and customary exceptions including standard re-investment provisions to be agreed.
	Cash sweep:

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A percentage of excess cashflow in any financial year (commencing with the financial year ended 31 December 2006) which is in excess of £25 million shall be applied in pre-payment of the Senior Facilities. Such percentage shall be by reference to the Leverage Ratio as follows:

Leverage Ratio	Applicable percentage %
Greater than 4.00 : 1	50%
Greater than or equal to 3.0 : 1 but less than 4.00 : 1	25%
Less than 3.0 : 1	0%

Payments of the cash sweep shall be made within 10 Business Days of the filing by Telewest 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 Telewest, 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 purposes disregarding any availability under the RCF).

Required amortisations of Tranche A in any financial year shall be deducted in calculating excess cashflow.

Application:

Application of prepayments against Tranche A, then RCF.

Any prepayment of Tranche A will be applied pro-rata against the Tranche A repayment instalments, provided each Borrower may elect to apply any mandatory or voluntary prepayment against the next four Tranche A repayment instalments in chronological order of maturity and, thereafter against the remaining instalments pro rata.

Debt Proceeds:

On the issue of any indebtedness by Telewest or any of its subsidiaries (subject to a de minimis threshold of £10 million per debt issuance), each Borrower will prepay or procure the prepayment of an amount of the Tranche A advances (and thereafter RCF advances) equal to 50% of the net cash proceeds of the issue, save that such mandatory prepayment will not apply to (i) debt used to fund acquisitions or capital expenditures (in each case, provided that such acquisitions or capital expenditures are permitted by the terms of the Senior Facilities), (ii) any refinancing of the Bridge Facility by way of bond issuance, (iii) any refinancing following delivery of a Structure Notice by way of Tranche B proceeds and the Alternative Bridge Facility, (iv) the raising of any “daylight loans” referred to in the Steps Paper, (v) any net cash proceeds of any debt issuance expressly contemplated in the Steps Paper, (vi) as specified under the Holdco Debt referred to below and (vii) other agreed exceptions.

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Equity Proceeds

On the issue of new equity by Telewest or any of its subsidiaries, each Borrower will (subject to a de minimis threshold of £10 million per equity issuance) prepay or procure the prepayment of an amount of the Tranche A advances (and thereafter RCF advances) equal to a variable percentage of the net cash proceeds of the issue such percentage to be calculated by reference to the Leverage Ratio as follows:

Leverage Ratio	Applicable percentage %
Greater than 3.5 : 1	50%
Greater than 3.0 : 1 but less than or equal to 3.5 : 1	25%
Less than or equal to 3.0 : 1	0%
save that such mandatory prepayment will not apply to the (i) net cash proceeds of any equity issuance which are contributed into the UK Group and are invested in assets required by the group business, within 180 days of receipt thereof and (ii) any net cash proceeds of any equity issuance expressly contemplated in the Steps Paper.

Cancellation:	Any amount of Tranche A not drawn down on Closing shall automatically be cancelled on that date. Usual restrictions relating to the cancellation of working capital facilities in respect of cancellation of any undrawn portion of RCF by the Borrowers. Any amount of RCF commitments which are cancelled may not be reinstated.
Finance Documentation:	The Senior Facilities will be documented in a loan agreement (the “Senior Facilities Agreement”) which will set out the Conditions Precedent to drawing specified above and include, without limitation, provisions in respect of market disruption, increased costs, Representations and Warranties, Undertakings and Events of Default, in each case, conventional for lending of this kind and to reflect this Term Sheet but subject always to the principles specified in "General Provisions" below. Documentation will include a Bridge Facility Agreement, an intercreditor agreement (the “Intercreditor Agreement”) to which, amongst other things, the Bridge Facility will be subject and which will subordinate certain intercompany loans and certain shareholder loans to the Senior Facilities and govern their interrelationship, and all relevant guarantee and security documentation. Principal provisions of the Senior Facilities Agreement will include, inter alia, the following:
	Financial covenants tested quarterly on a rolling 12 month basis, in accordance with US GAAP as follows:
Financial Undertakings:

(i)	Total Net Debt/Consolidated Operating Cashflow (the “Leverage Ratio”;
(ii)	Consolidated Operating Cashflow/Consolidated Net Interest (the “Interest Cover Ratio”); and

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	(iii)	Consolidated Cashflow/Consolidated Debt Service (the “Debt Service Cover Ratio”),
	commencing at the end of the third full financial quarter after the Closing Date and as further set out in Annex 1 to this Appendix A-3. Financial covenant definitions are to be agreed and will be tested with reference to the consolidated financial statements of the Group. Notwithstanding the above, financial covenants shall be tested half yearly on a rolling 12 months basis at such time and for as long as total net leverage ratio is 4.25:1 or lower. Restructuring charges determined in accordance with FAS 146 may be added back to Consolidated Operating Cashflow in an amount of up to £50 million for the financial year during which Closing occurs (“Year 1”) and up to £50 million in the following financial year (“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 Closing.
Clean-up Period	The covenants and events of default will be qualified during the Clean-up Period. During the Clean-up Period, any breach of covenant under (c) (Negative Pledge), (d) (No Merger), (f) (Indebtedness), (e) (Loans), (h) (No finance leasing/hire purchase), (l) (Joint Ventures), (m) (Arm's Length Transactions), (p) (Pension Schemes), (q) (Hedging), and event of default under (b) (Cross-default), or any breach of representations or warranties, in each case where it arises with respect to Telewest or any of its subsidiaries shall not constitute an Event of Default, drawstop or allow acceleration, provided that such breach or default (i) is capable of being remedied within the period and the Parent or NTLIH is taking appropriate steps to cure it and further, (ii) does not have a material adverse effect, (iii) was not procured by the Parent or by NTLIH and/or (iv) does not exist at the end of the Clean-up Period. “Clean-up Period” shall mean the period from the Closing Date to the date falling 4½ months thereafter.
Representations and Warranties:	Usual for transactions of this nature and subject to the principles specified in "General Provisions" below (subject to any additional materiality carve outs and other additional exceptions, in each case as may be agreed and subject to matters disclosed in a disclosure letter, the representations and warranties will be as follows (only certain of which will be repeated):

(a)	due incorporation;
(b)	compliance with corporate formalities;
(c)	legal validity;
(d)	no material adverse change;
(e)	no event of default
(f)	no winding up;
(g)	accuracy of Information Package and due diligence reports;
(h)	accuracy of Group structure chart;

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(i)	all necessary licences /authorisations /consents obtained;
(j)	Finance Documentation does not conflict with constitutional documents /laws/other documents;
(k)	Finance Documentation not to trigger any mandatory prepayment under documents governing existing indebtedness, save as specifically contemplated by the Finance Documentation;
(l)	basis of preparation of latest accounts, that the latest accounts give a true and fair view and reasonableness of projections contained in the agreed base case model;
(m)	no material adverse tax liability;
(n)	ownership of or right to use assets;
(o)	ownership of or right to use all Intellectual Property Rights;
(p)	no material litigation;
(q)	adequate insurances in respect of each member of UK Group;
(r)	centre of main interests;
(s)	no outstanding indebtedness or encumbrances, save as permitted (to include agreed list of permitted indebtedness and encumbrances);
(t)	compliance with applicable pensions laws;
(u)	no purchase or carrying of Regulation U margin stock and no violation of Regulations T, U or X;
(v)	all material terms and conditions of the Acquisition are set out in the Acquisition Documents and in respect of which there have been no amendments, variations or waivers;
(w)	compliance with environmental law and necessary environmental approvals; and
(x)	at least pari passu ranking with senior unsecured obligations.

Non-Financial  Undertakings: Usual for transactions of this nature to be given by each Obligor and in relation to each member of the UK Group (unless otherwise agreed) and summarised as follows:

(a)	NTLIH to deliver:
	(i)	annual audited consolidated financial statements of the Ultimate Parent and its subsidiaries or as agreed otherwise by the Mandated Lead Arrangers together with pro forma financial statements for the UK Group which have been extracted therefrom;
	(ii)	quarterly unaudited consolidated financial statements of the Ultimate Parent and its subsidiaries together with commentary consistent with MD&A disclosure and together with pro forma financial statements for the UK Group which have been extracted therefrom;
	(iii)	to the extent required by any Lender to enable it to comply with any law or any requirement of any central bank or other

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	fiscal, monetary or other authority, each Borrower’s most recent annual financial statements; and
(iv)	no later than 30 days after the beginning of each financial year, the annual budget for the UK Group for that year (in a form to be agreed),
in the case of (i) and (ii) accompanied by compliance certificates and comparisons to the financial projections and budget to which the statements relate and within agreed time periods.

(b)	All financial reporting to be on the basis of agreed accounting principles, consistently applied.
(c)	Subject to a general basket of £300 million (of which up to £250 million may be secured over assets which are not subject to any security in favour of the Security Agent) and other exceptions to be agreed, it will not create or permit to subsist any encumbrance on its business, assets or undertaking other than those arising under the Financing Documentation or specifically permitted in the Financing Documentation to be agreed..
(d)	Subject to (i) the Permitted Acquisition referred to below, (ii) a general basket of £300 million and (iii) other exceptions to be agreed, it will not merge with or acquire any businesses, assets, shares or investments.
(e)	Subject to a basket and other exceptions to be agreed, it will not make any loans except intra-group loans (where both the group creditor and the group debtor are Obligors or where the lender is a non-Obligor and the loan is subordinated), the extension of trade credit on normal commercial terms or loans given as part of a cash pooling or set-off arrangement or other cash management arrangement.
(f)	Subject to a general basket of £300 million (less any portion of the general basket utilised under sub-paragraph (h) below) and other exceptions to be agreed, it will not incur or permit to remain outstanding loans or other financial indebtedness or guarantee third parties' liabilities for financial indebtedness except for certain exceptions to be agreed including without limitation the existing senior unsecured high yield notes of the Parent and the guarantee thereof (the “Existing Notes”), the Bridge Facility and any permitted refinancing thereof or as otherwise provided under the Holdco Debt referred to below.
(g)	Subject to a basket and other exceptions to be agreed, it will not sell, transfer, lease, or otherwise dispose of any of its assets without the consent of the Instructing Group.
(h)	Subject to a general basket of £150 million and any existing finance leasing arrangements, no finance leasing/hire purchase or similar arrangements.
(i)	It will not make any substantial change in the general nature of its business.
(j)	It will not redeem, repurchase, defease, retire or repay any of its share capital unless held by an Obligor and subject to other exceptions to be

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agreed.

(k)

Restriction on declaration or payment of dividends or fees or repayment of principal of, or payment of interest on, loans by any member of the UK Group provided that (1) if no Event of Default has occurred or is continuing, such payments shall be permitted to be made by members of the UK Group at any time after 1 January 2006 for the purposes of facilitating the payment of dividends by Telewest to its shareholders in an amount of up to £10 million per annum at any time plus, with effect from 1 January 2007, an additional amount per annum such that the aggregate dividend payment made in any financial year shall not exceed the limits set out in the table below, determined at the time the dividend is declared by reference to the Leverage Ratio calculated on a pro forma basis after giving effect to such payment as follows:

Leverage Ratio	Amount
Greater than 3.5 : 1 but less than or equal to 4.5 : 1	£25 million
Greater than 3.0 : 1 but less than or equal to 3.5 : 1	£50 million
Less than or equal to 3.0 : 1	No limit
and (2) subject to the Intercreditor Agreement, such payments shall be permitted to service the Existing Notes, the Bridge Facility and any permitted refinancing thereof and other agreed exceptions (including as specified under the Holdco Debt referred to below). Carve-out to allow UK Group to service upstream corporate expenses as follows:

Period	Amount
From the Closing Date to the first anniversary of Closing	up to £50m
From the first anniversary of Closing to the second anniversary of Closing	up to £50m
Thereafter in each anniversary year on a 12 month basis	up to £35m

(l)	Subject to (i) the Permitted Joint Venture referred to below, (ii) a general basket of 3.5% of Consolidated UK Group Revenues (to be defined) and (iii) other exceptions to be agreed, limitation on investments in/loans to joint ventures.
(m)	All material transactions entered into between Obligors on the one hand and other members of the Group on the other will be on arms' length terms, save for transactions with other Obligors and other agreed exceptions.
(n)	It will not agree to any amendments to documents relating to the subordination and/or intercreditor terms in the Bridge Facility (or in any documentation relating to any permitted refinancing thereof) or the

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	Existing Notes unless permitted in the Intercreditor Agreement.
(o)	It will not agree to any amendments to the constitutional documents of a member of the UK Group whose shares are secured in favour of the Lenders and which would have a material adverse effect on the Lenders' interests under the relevant security.
(p)	Pension schemes operated by members of the UK Group will be funded in all material respects based on reasonable actuarial assumptions and will be maintained and operated in all respects in conformity with the requirements of applicable law save to the extent that a failure to fund could not be reasonably expected to have a material adverse effect.
(q)	It will not enter into hedging or treasury transactions other than in accordance with the agreed hedging strategy set out below or non-speculative transactions entered in the ordinary course of business to hedge actual or anticipated exposures.
(r)	It will obtain and comply with all environmental law/licences and rectify material breaches of environmental law save to the extent that a failure to so obtain, comply or rectify, as the case may be, could not be reasonably expected to have a material adverse effect.
(s)	Its obligations under the Senior Facilities will rank at least pari passu with its other unsecured unsubordinated obligations.
(t)	It will comply with all laws and maintain all necessary licences, authorisations, and consents save where failure to comply could not reasonably be expected to have a material adverse effect.
(u)	It will maintain and protect all material intellectual property rights save where failure to maintain or protect could not reasonably be expected to have a material adverse effect.
(v)	Following any event of default, it will provide access and assistance to the Agent and its professional advisors.
(w)	It will assist the Mandated Lead Arrangers with the preparation of a syndication information memorandum and assist generally with syndication including management presentations.
(x)	It will not make any amendments, variations or waivers of provisions of the Bridge Facility, the Notes, the Acquisition Documents and the constitutional documents of any member of the Group.
(y)	Holding company and similar restrictions in relation to each of the UK Holdcos.
(z)	It will implement each of the steps required for consummation of the Acquisition and reorganization of the Group in accordance with the Steps Paper and within timeframes described paragraph 13 of in the Commitment Letter.

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Events of Default:  Usual for facilities of this nature and subject to the principles specified in “General Provisions” below and to such additional customary grace periods and additional exceptions as may be agreed, the events of default shall be as  follows:   

(a)	non-payment (1 business day grace period for principal payments not paid as a result of technical/administrative delay, 3 business day grace period for interest payments, 5 business day grace period for amounts other than principal or interest);
(b)	cross default in respect of Financial Indebtedness of any member of the Group (subject to a threshold to be agreed);
(c)	material adverse change in (i) the business, assets, or financial condition of the Obligors (as a whole); or (ii) any Obligor’s ability to perform its payment or other material obligations under the Finance Documentation (taking into account any resources which are available to it from any other member of the Group);
(d)	insolvency and related matters with respect to Telewest, each UK Holdco and any Obligor that is a Material Subsidiary;
(e)	breach of other obligations, subject to a cure period where appropriate;
(f)	material misrepresentation, subject to a cure period where appropriate;
(g)	breach of Intercreditor Agreement by a member of the Group;
(h)	any Borrower is not or ceases to be a direct wholly owned subsidiary of New UK Ltd or an indirect wholly owned subsidiary of Telewest;
(i)	invalidity or illegality of any Financing Documentation;
(j)	revocation of licence or regulatory authorisation to the extent it is required, without replacement of the same which would have a material adverse effect; and
(k)	litigation which is reasonably likely to be adversely determined and which if adversely determined would have a material adverse effect.

Hedging:  The Borrowers shall be required, within 6 months of the Closing Date, to implement the following hedging in respect of the Debt Financing: 

(a)

interest rate hedging (or debt that is fixed rate) in respect of not less than 66 2/3% of the aggregate principal amount of the Senior Facilities and the Bridge Facility (or the Notes issued pursuant to the Engagement Letter, provided that for this purpose, the principal amount of any fixed rate Notes shall be included in the calculation of such minimum hedging requirement) and the Existing Notes which are fixed rate, for a period of not less than 3 years from the Closing Date;

(b)

currency rate hedging in respect of 100% of the principal amount of Tranche A2 (if applicable) and Tranche B which is denominated in Euro or US Dollars, for a period of not less than 3 years from the

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		Closing Date;
	(c)	currency rate hedging in respect of 100% of the interest portion applicable to the principal amount of Tranche A2 (if applicable) and Tranche B which is denominated in Euro or US Dollars, for a period of not less than 3 years from the Closing Date; and
	(d)	currency rate hedging in respect of 100% of the coupon payable on the Notes issued pursuant to the Engagement Letter and under the Existing Notes, for a period up the applicable first call date in respect of such notes.
	The Senior Facilities will provide that all obligations in respect of hedging the interest or currency risk on the loans as well as hedging currency risk associated with the Notes shall be secured pari passu with the Senior Facilities.
Security:	To the extent legally possible and provided no material adverse tax consequences arise as a result thereof (the Obligors to take all reasonable steps to overcome any prohibition or adverse tax consequence) first ranking security over:

(a)	The shares of each UK Holdco;
(b)	The shares of each member of the UK Group with agreed exceptions (including no security from companies which do not have to be guarantors under the 80% Consolidated Operating Cashflow test);
(c)	All or substantially all of the assets of each member of the UK Group (present and future) with agreed exceptions (including no security from companies which do not have to be guarantors under the 80% Consolidated Operating Cashflow test); and
(d)	Intercompany loans lent into any member of the UK Group, subject to flexibility to allow Permitted Restructurings (to be defined).

Assignment/transferability:  The Lenders may assign or transfer their rights provided that any such assignment or transfer does not result in a participation of more than zero but less than £5 million (or its equivalent in $ or €) save that an assignment or transfer may be made to or by a trust, fund or other non-bank entity which participates in the institutional market which would result in such entity holding an aggregate participation of at least £1 million (or $1 million or €1 million), provided further that: 

(a)

prior consultation of NTLIH is sought for any transfer prior to the achievement of a Successful Syndication;

(b)

prior consent of NTLIH is received after the achievement of a Successful Syndication (other than in respect of an assignment by a lender to its affiliate which is a qualifying lender or, in respect of an assignment or transfer to any third party at any time after the occurrence of a Major Event of Default (to be defined) which is continuing), such consent not to be unreasonably withheld and to be deemed to have been given if not declined in writing within 10

14

	Business Days of a written request by any Lender to NTLIH; and
(c)	if the transferee is a non-UK bank lender, it must provide NTLIH with evidence of the same.
With respect to matters requiring unanimous consent, where Lenders representing no less than a percentage to be agreed of the outstanding amount consent to such matter, NTLIH may request that any dissenting Lender assigns or transfers its rights under the Senior Facilities Agreement (other than any rights and obligations it may have in its capacity as a Hedge Counterparty) at par to an assignee or transferee as specified by NTLIH.

Costs and Expenses:	All reasonable third party professional fees (including legal fees and any value added tax thereon) and out-of-pocket expenses incurred in the negotiation, preparation, printing, execution and perfection of all related documentation and in syndication by the Mandated Lead Arrangers and the Agent at any time in relation to the Senior Facilities will be for the account of NTLIH.
General Provisions:	The detailed provisions relating to the sections above headed “Prepayments”, “Finance Documentation”, “Financial Undertakings”, “Representations and  Warranties”, “Non-Financial Undertakings”, “Events of Default” and “Security” and where otherwise expressly stated (including but not limited to baskets, carve-outs, exceptions, thresholds and testing levels and covenant levels), unless equivalent terms are expressly stated therein, shall not be any less favourable to NTLIH than the equivalent provisions in the Existing Facilities taking into account the consolidation of the NTL Group and the Telewest Group as a result of the Acquisition.
Provisional Funding:	Notwithstanding anything in the Commitment Documents, Telewest (or a newly incorporated wholly-owned subsidiary of Telewest) shall be permitted to incur indebtedness in an amount not to exceed the equity value of the Telewest Group. The proceeds from such indebtedness will be contributed to subsidiaries of Telewest to enable the purchase of the historical Telewest business by NTL legacy subsidiaries as part of an internal reorganisation of subsidiaries of Telewest in accordance with the Steps Paper. Such indebtedness will be repaid on the same day of borrowing.
Content:	Notwithstanding anything herein to the contrary, the UK Group shall have the ability to sell all or part of its Content business and contribute or otherwise create and participate in a joint venture with respect to Content, provided that the Borrowers will continue to be in compliance with the financial covenants in the Senior Facilities Agreement, giving pro-forma effect to such transaction. Definitive documentation is to reflect consideration for the interplay between the treatment of Content and other covenants and provisions in the Senior Facilities Agreement.
Permitted Joint Venture:	The UK Group may enter into a joint venture or partnership in relation to the “NTL – Business Segment” subject to (i) conditions to be agreed and (ii) the requisite consent of the Lenders having been obtained.
Permitted Acquisition:	Notwithstanding anything herein to the contrary, the Group shall have the right to acquire up to 100% of the total issued share capital of Virgin Mobile provided that the Group will continue to be in compliance with the financial covenants in the Facilities, giving pro-forma effect to the acquisition, the total cash payment (other than any assumption of debt) not exceeding £300 million and subject to other customary conditions for permitted acquisitions.

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Holdco Debt:	The incurrence of Financial Indebtedness by the Ultimate Parent or any of its subsidiaries (other than a member of the UK Group) (the “Bank Holdcos”) shall be prohibited unless the Ultimate Parent is able to demonstrate by reference to the most recently delivered quarterly information of the Group that the Leverage Ratio (adjusted to take into account the Financial Indebtedness in question and any other Financial Indebtedness raised by the Bank Holdcos or any member of the UK Group since the date of such quarterly information) is not more than 4.25 : 1 for the period of four consecutive financial quarters ending on the last day of the financial quarter in respect of which such quarterly information was delivered (such Financial Indebtedness so incurred, “Holdco Debt”). There shall be no mandatory prepayment obligation in respect of the proceeds of any Holdco Debt. Except as provided below, there shall be no requirement that proceeds of any Holdco Debt be contributed to the UK Group. Members of the UK Group may guarantee any Holdco Debt provided that (i) the proceeds of the relevant Holdco Debt have been contributed to the UK Group by way of equity or subordinated funding and (ii) the relevant Holdco Debt is guaranteed on a subordinated, unsecured basis and subject to the same intercreditor arrangements (including as to release of such guarantees) as under the Existing Notes (any Holdco Debt so guaranteed, “Guaranteed Parent Debt”).
	So long as no Event of Default has occurred and is continuing, the UK Group shall be entitled to pay dividends or fees or repay principal of, or pay interest on, loans or make loans to the Bank Holdcos to service the Guaranteed Parent Debt.
	Any Guaranteed Parent Debt shall be treated as part of the UK Group debt for the purposes of the financial covenants referred to above.
Governing Law/Jurisdiction:	English law and the Courts of England.
Taxes:	All payments by the Obligors will be made free and clear of all taxes or other deductions or withholdings save to the extent required by law. Standard gross- up provisions to apply (to include no gross-up in respect of treaty lenders which have not complied with all procedural formalities to allow them to be paid without withholding).
Set-off:	Payments by the Obligors will be made free from set-off or counterclaim.
Counsel to the Mandated Lead Arrangers:	White & Case LLP

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ANNEX 1 TO APPENDIX A-3

Financial Covenants

Testing Date	Leverage Ratio	Interest Coverage Ratio	Debt Service Cover Ratio
31 December 2006	5.35 : 1	2.30 : 1	1 : 1
31 March 2007	5.20 : 1	2.35 : 1	1 : 1
30 June 2007	5.00 : 1	2.50 : 1	1 : 1
30 September 2007	4.70 : 1	2.65 : 1	1 : 1
31 December 2007	4.40 : 1	2.80 : 1	1 : 1
31 March 2008	4.00 : 1	3.00 : 1	1 : 1
30 June 2008	4.00 : 1	3.00 : 1	1 : 1
30 September 2008	3.70 : 1	3.30 : 1	1 : 1
31 December 2008	3.70 : 1	3.30 : 1	1 : 1
31 March 2009	3.40 : 1	3.60 : 1	1 : 1
30 June 2009	3.40 : 1	3.60 : 1	1 : 1
30 September 2009	3.00 : 1	4.00 : 1	1 : 1
31 December 2009	3.00 : 1	4.00 : 1	1 : 1
31 March 2010	2.75 : 1	4.25 : 1	1 : 1
30 June 2010	2.75 : 1	4.25 : 1	1 : 1
30 September 2010	2.50 : 1	4.50 :1	1 : 1
31 December 2010	2.50 : 1	4.50 :1	1 : 1
31 March 2011	2.25 : 1	4.50 :1	1 : 1
30 June 2011	2.25 : 1	4.50 :1	1 : 1
30 September 2011	2.00 : 1	4.50 :1	1 : 1
31 December 2011	2.00 : 1	4.50 :1	1 : 1

17

APPENDIX A-4

TRANCHE B - SUMMARY OF PRINCIPAL TERMS & CONDITIONS²

Borrower:	If the Structuring Notice is provided after the Closing Date, NTLIH. If the Structuring Notice is provided prior to the Closing Date, Tranche B will be initially borrowed by Merger Sub and immediately refinanced with a second identical drawing of Tranche B by NTLIH.
Guarantors:	As for the Senior Facilities described in Appendix A-3. However, NTLIH shall only be obliged to use its best endeavours to procure, within 90 days from the Closing Date, the delivery of guarantees and security in respect of Tranche B from members of the Telewest Group providing guarantees and security under the Senior Facilities (including for the avoidance of doubt, any Material Subsidiary) to the extent such guarantees and/or security can be lawfully given.
Facility:	As for the Senior Facilities detailed in Appendix A-3 and £1,200,000,000 6½ year bullet repayment Senior Term Loan B Facility (“Tranche B”) to be denominated in £, $ and €.
Purpose:	As for the Senior Facilities described in Appendix A-3.
Availability and Drawdown:	As for Tranche A, provided that, where the Structuring Date occurs after Closing, Tranche B to be drawn within 4 business days of receipt by the Mandated Lead Arrangers of the Structure Notice.
Repayment:	Repayment in one amount on its final maturity date.

Interest Margin:	Tranche A/RCF	1.875% per annum from Closing for a period of three months, subject to the margin ratchet below.
	Tranche B	2.25% per annum
Margin Ratchet:	Tranche A and RCF shall be subject to the following margin ratchet based upon  the Leverage Ratio:

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 : 1	2.250%
There will be no time period restrictions (other than the first quarter after Closing) for adjustments in the Margin Ratchet and no limitations on the number of step-downs in the Margin Ratchet that can apply in any quarter.

² Terms are as for the Senior Facilities as set out in Appendix A-3 to the Commitment Letter except as otherwise specified.

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	Upon an Event of Default which is continuing, the Interest Margin for each of the RCF and Tranche A shall immediately revert to 2.25% per annum until such time as the Event of Default has been remedied or waived.
Voluntary Prepayment:	Voluntary prepayments of Tranche B will be permitted in whole or in part on terms customary in transactions of this nature, subject to a 1.00% prepayment premium during the first 18 months from Closing. Tranche B Lenders have the option during such period to decline prepayment in which case those proceeds shall prepay Tranche A. Thereafter prepayments made without premium or penalty and applied pro rata across Tranches A and B.
Mandatory Prepayments:	Application of prepayments against Tranches A and B (pro-rata), then RCF. Tranche B Lenders have the option to decline prepayment during the first 18 months in which case those proceeds shall prepay Tranche A.
Cancellation:	Any amount of Tranche B not drawn down on the Structuring Date shall automatically be cancelled on that date.

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APPENDIX A-5

ALTERNATIVE STRUCTURE - SUMMARY OF PRINCIPAL TERMS & CONDITIONS³

The Borrower:	If the Structure Notice is given prior to the Closing Date, the Alternative Bridge Facility will be borrowed initially by Merger Sub and then immediately repaid (on an intra-day basis) from the proceeds of a second drawing in an identical amount under the Alternative Bridge Facility, by NTL Cable plc. If the Structure Notice is given after the Closing Date, the Alternative Bridge Facility will be borrowed by NTL Cable plc. “Alternative Bridge Facility” shall thereafter refer to the facility drawn by NTL Cable plc and “Borrower” shall refer to NTL Cable plc.
Bridge Facility:	£600,000,000 (the “Alternative Bridge Facility”).
Purpose:	As the Senior Bridge Facility described in Appendix A-1 to the Commitment Letter (the “Senior Bridge Facility”).
Availability and Drawdown:	As for the Senior Bridge Facility, provided that, if Closing shall have occurred, the Alternative Bridge Facility shall only be available until the date falling 3 months after the Closing Date and shall be drawn within 4 business days of receipt by the Mandated Lead Arrangers of the Structure Notice. Conditions as for the Senior Bridge Facility, except that, if drawn after the Closing Date, subject to the additional condition that the Arrangers are satisfied that once funded, the proceeds of the £600,000,000 drawn by NTL Cable plc. under the Alternative Bridge Facility and the £1,200,000,000 drawn under the Tranche B of the Senior Facilities, will be immediately used to repay (on an intra-day basis) the Initial Bridge Loans borrowed by Merger Sub.
Fees:	As in the Bridge Fees Letter referring to the Senior Bridge Facility.
Interest Margin:	As with the Senior Bridge Facility (including step-ups), except that the starting margin shall be 500 basis points. To the extent that the Alternative Bridge Facility is funded after the Closing Date, the interest rate applicable on the Bridge Loans under the Alternative Bridge Loans shall be the rate that would have applied on the relevant date had the Alternative Bridge Facility been drawn on the Closing Date.
Caps:	As in the Senior Bridge Facility.
Collateral and Guarantees:	Subject to US tax limitations, guarantees as for the existing bonds issued by NTL Cable plc. Security over the shares of NTL Inc., NTL (UK) Group, Inc. and NTL Communications Limited. Subject to an intercreditor agreement, same security as for Senior Facilities, on a second ranking basis (but not on the Exchange Notes) to the extent legally permitted.

³ Terms are as for the Senior Bridge Facility except as otherwise specified.

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