8-K

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):  April 20, 2004

NTL INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	File No. 000-22616	52-1822078
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
909 Third Avenue, Suite 2863, New York, New York 10022
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (212) 906-8440

TABLE OF CONTENTS

Exhibit 99.1

Exhibit 99.2

Exhibit 99.3

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Item 5.    Other Events.

Exhibits

Exhibit 99.1 Senior Facilities Agreement, dated April 13, 2004

On April 13, 2004, NTL Incorporated entered into a £2,425,000,000 Senior Facilities Agreement between NTL Incorporated, as Ultimate Parent; NTL Investment Holdings Limited, as Borrower; and Credit Suisse First Boston, Deutsche Bank, Goldman Sachs International, Morgan Stanley Dean Witter Bank Limited, BNP Paribas, Citibank N.A., London, Credit Lyonnais, Fortis Bank S.A./N.V., GE Capital Structured Finance Group Limited, HSBC Bank PLC, and Societe Generale, as Mandated Lead Arrangers; Credit Suisse First Boston as Facility Agent and Security Trustee; GE Capital Structured Finance Group Limited, as Administrative Agent; and the other Lenders parties thereto.  The attached exhibit is provided under Item 5 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.

Exhibit 99.2 High Yield Intercreditor Deed, dated April 13, 2004

On April 13, 2004, NTL Cable PLC, an indirect wholly owned subsidiary of NTL Incorporated, entered into a High Yield Intercreditor Deed among NTL Cable PLC as the Issuer; NTL Investment Holdings Limited as the Borrower and as High Yield Guarantor; Credit Suisse First Boston as Facility Agent and Bank Group Security Trustee; The Bank of New York as High Yield Trustee; the Senior Lenders named therein; the Intergroup Debtor named therein and the Intergroup Creditor named therein.  The attached exhibit is provided under Item 5 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.

Exhibit 99.3 Indenture, dated April 13, 2004

On April 13, 2004, NTL Incorporated entered into an Indenture among NTL Cable PLC, as Issuer; NTL Incorporated, as Parent Guarantor; Communications Cable Funding Corp., NTL (UK) Group, Inc., and NTL Communications Limited, as Intermediate Guarantors; and NTL Investment Holdings Limited, as Senior Subordinated Subsidiary Guarantor, with respect to 9.75% Senior Notes due 2014, 8.75% Senior Notes due 2014, 8.75% Senior Notes due 2014, and Floating Rate Senior Notes due 2012.  The attached exhibit is provided under Item 5 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.

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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 thereunto duly authorized.

	NTL INCORPORATED
Dated:  April 20, 2004	By:	/s/  Scott E. Schubert
		Name:  Scott E. Schubert
		Title:  Chief Financial Officer

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EX-99.1

Exhibit 99.1

CONFORMED COPY

13 April 2004

£2,425,000,000 SENIOR FACILITIES AGREEMENT

between

NTL INCORPORATED
as Ultimate Parent

NTL INVESTMENT HOLDINGS LIMITED
as Borrower

CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANK AG LONDON
GOLDMAN SACHS INTERNATIONAL
MORGAN STANLEY DEAN WITTER BANK LIMITED
BNP PARIBAS
CITIBANK N.A., LONDON
CREDIT LYONNAIS
FORTIS BANK S.A./N.V.
GE CAPITAL STRUCTURED FINANCE GROUP LIMITED
HSBC BANK PLC
SOCIETE GENERALE
as Mandated Lead Arrangers

CREDIT SUISSE FIRST BOSTON
as Facility Agent and Security Trustee

GE CAPITAL STRUCTURED FINANCE GROUP LIMITED
as Administrative Agent

and

THE LENDERS

7-11 Moorgate
London EC2R 6HH

TABLE OF CONTENTS

1.  DEFINITIONS AND INTERPRETATION
	1.1  Definitions
	1.2  Definitions in the Separation Memorandum
	1.3  Accounting Expressions
	1.4  Construction
	1.5  Currency
	1.6  Statutes
	1.7  Time
	1.8  References to Agreements
	1.9  Documentary Credits
	1.10  Commitments of Morgan Stanley
	1.11  Holding Company of Ultimate Parent
2.  THE FACILITIES
	2.1  The Facilities
	2.2  Purpose
	2.3  Several Obligations
	2.4  Several Rights
3.  CONDITIONS
	3.1  Conditions Precedent
	3.2  Condition Subsequent relating to Diamond Sub-Group and Triangle Sub-Group
	3.3  General Conditions Subsequent
4.  UTILISATION
	4.1  Conditions to Utilisation
	4.2  Lenders’ Participations
5.  DOCUMENTARY CREDITS
	5.1  Issue of Documentary Credits
	5.2  Renewal of Documentary Credits
	5.3  Revaluation of Documentary Credits
	5.4  Immediately Payable
	5.5  Claims under a Documentary Credit
	5.6  Documentary Credit Indemnities
	5.7  Rights of Contribution
	5.8  Role of the L/C Bank
	5.9  Exclusion of Liability
	5.10  Credit Appraisal by the Indemnifying Lenders
	5.11  Appointment and Change of L/C Bank
6.  ANCILLARY FACILITIES
	6.1  Utilisation of Ancillary Facilities
	6.2  Operation of Ancillary Facilities
	6.3  Ancillary Facility Default
7.  OPTIONAL CURRENCIES
	7.1  Selection of Currency
	7.2  Unavailability of Optional Currency
8.  REPAYMENT OF REVOLVING FACILITY OUTSTANDINGS
	8.1  Repayment of Revolving Facility Advances
	8.2  Rollover Advances
	8.3  Cash Collateralisation of Documentary Credits
	8.4  Cleandown
9.  REPAYMENT OF TERM FACILITY OUTSTANDINGS
	9.1  Repayment of A Facility Outstandings
	9.2  Repayment of B Facility Outstandings

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	9.3  No Reborrowing of Term Facility Advances
10.  CANCELLATION
	10.1  Voluntary Cancellation
	10.2  Notice of Cancellation
	10.3  Cancellation of Available Commitments
11.  VOLUNTARY PREPAYMENT
	11.1  Voluntary Prepayment
	11.2  Right of Prepayment and Cancellation in relation to a single Lender
	11.3  Application of Repayments
	11.4  Release from Obligation to make Advances
	11.5  Notice of Repayment
	11.6  Restrictions on Repayment
	11.7  Cancellation upon Repayment
12.  MANDATORY PREPAYMENT AND CANCELLATION
	12.1  Change of Control
	12.2  Repayment from Net Proceeds
	12.3  Blocked Accounts
	12.4  Repayment from Excess Cash Flow
	12.5  Repayment from Debt Proceeds
	12.6  Repayment from Equity Proceeds
	12.7  Repayment from Securitisations and Factoring
13.  INTEREST ON REVOLVING FACILITY ADVANCES
	13.1  Interest Payment Date for Revolving Facility Advances
	13.2  Interest Rate for Revolving Facility Advances
	13.3  Margin Ratchet for Revolving Facility Advances
14.  INTEREST ON TERM FACILITY ADVANCES
	14.1  Interest Periods for Term Facility Advances
	14.2  Duration
	14.3  Consolidation of Term Facility Advances
	14.4  Division of Term Facility Advances
	14.5  Payment of Interest for Term Facility Advances
	14.6  Interest Rate for Term Facility Advances
	14.7  Margin Ratchet for A Facility Advances
	14.8  Notification
15.  MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES
	15.1  Market Disruption
	15.2  Substitute Interest Period or Term and Interest Rate
	15.3  Alternative Rate
16.  COMMISSIONS AND FEES
	16.1  Commitment Fees
	16.2  Arrangement and Underwriting Fee
	16.3  Agency Fee
	16.4  Documentary Credit Fee
	16.5  L/C Bank Fee
17.  TAXES
	17.1  Tax Gross-up
	17.2  Tax Indemnity
	17.3  Tax Credit
18.  INCREASED COSTS
	18.1  Increased Costs
	18.2  Increased Costs Claims
	18.3  Exceptions
19.  ILLEGALITY
20.  MITIGATION
	20.1  Mitigation

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	20.2  Limitation of Liability
21.  REPRESENTATIONS AND WARRANTIES
	21.1  Due Organisation
	21.2  No Deduction
	21.3  Claims Pari Passu
	21.4  No Immunity
	21.5  Governing Law and Judgments
	21.6  All Actions Taken
	21.7  No Filing or Stamp Taxes
	21.8  Binding Obligations
	21.9  No Winding-up
	21.10  No Event of Default
	21.11  No Material Proceedings
	21.12  Original Financial Statements
	21.13  No Material Adverse Change
	21.14  No Undisclosed Liabilities
	21.15  Accuracy of Information
	21.16  Indebtedness and Encumbrances
	21.17  Execution of Finance Documents
	21.18  Structure
	21.19  Environmental Matters
	21.20  Necessary Authorisations
	21.21  Intellectual Property
	21.22  Ownership of Assets
	21.23  Payment of Taxes
	21.24  Pension Plans
	21.25  Security
	21.26  Investment Company Act
	21.27  Public Utility Holding Company Act
	21.28  Insurance
	21.29  Centre of Main Interests
	21.30  Repetition
22.  FINANCIAL INFORMATION
	22.1  Financial Statements
	22.2  Provisions relating to Bank Group Financial Information
	22.3  Budget
	22.4  Other Information
	22.5  Compliance Certificates
	22.6  Change in Accounting Practices
	22.7  Notifications
	22.8  Role of the Administrative Agent
23.  FINANCIAL CONDITION
	23.1  Financial Definitions
	23.2  Ratios
	23.3  Permitted Capital Expenditure
	23.4  Currency calculations
	23.5  Pro Forma Calculations
24.  POSITIVE UNDERTAKINGS
	24.1  Undertakings in respect of the Broadcast Business
	24.2  Application of Advances
	24.3  Financial Assistance and Fraudulent Conveyance
	24.4  Necessary Authorisations
	24.5  Compliance with Applicable Laws
	24.6  Insurance
	24.7  Intellectual Property

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	24.8  Ranking of Claims
	24.9  Pay Taxes
	24.10  Hedging
	24.11  Pension Plans
	24.12  Environmental Matters
	24.13  Further Assurance
	24.14  Centre of Main Interests
	24.15  Group Structure Chart
	24.16  Contributions to the Bank Group
	24.17  “Know your client” checks
	24.18  Change in Auditors
	24.19  Syndication
	24.20  Notice of Integrated Merger Event
25.  NEGATIVE UNDERTAKINGS
	25.1  Undertakings with respect to the Broadcast Business
	25.2  Negative Pledge
	25.3  Loans and Guarantees
	25.4  Financial Indebtedness
	25.5  Dividends, Distributions and Share Capital
	25.6  Disposals
	25.7  Change of Business
	25.8  Mergers
	25.9  Joint Ventures
	25.10  Transactions with Affiliates
	25.11  Change in Financial Year
	25.12  Ownership
	25.13  Limitations on Hedging
	25.14  Acquisitions and Investments
	25.15  High Yield Notes
	25.16  No Restrictions on Payments
	25.17  Cableco Covenants
	25.18  Baskets
26.  ACCEDING GUARANTORS AND ACCEDING HOLDING COMPANY
	26.1  Acceding Guarantors
	26.2  Acceding Holding Company
	26.3  Assumption of Rights and Obligations
27.  EVENTS OF DEFAULT
	27.1  Events of Default Relating to the Broadcast Business
	27.2  Non-Payment
	27.3  Covenants
	27.4  Other Obligations
	27.5  Misrepresentation
	27.6  Cross Default
	27.7  Insolvency
	27.8  Winding-up
	27.9  Execution or Distress
	27.10  Similar Events
	27.11  Repudiation
	27.12  Illegality
	27.13  Intercreditor Default
	27.14  Revocation of Necessary Authorisations
	27.15  Material Adverse Effect
	27.16  Material Proceedings
	27.17  Acceleration
	27.18  Repayment on Demand

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28.  SEPARATION OF THE BROADCAST BUSINESS
	28.1  Transactions Prior to Separation
	28.2  Separation of the Broadcast Business
	28.3  Release of Guarantees and Security
	28.4  Covenant to Procure Release
29.  DEFAULT INTEREST
	29.1  Consequences of Non-Payment
	29.2  Default Rate
	29.3  Maturity of Default Interest
	29.4  Construction of Unpaid Sum
30.  GUARANTEE AND INDEMNITY
	30.1  Guarantee
	30.2  Indemnity
	30.3  Continuing and Independent Obligations
	30.4  Avoidance of Payments
	30.5  Immediate Recourse
	30.6  Waiver of Defences
	30.7  No Competition
	30.8  Appropriation
	30.9  Limitation of Liabilities of United States Guarantors
31.  AGENTS
	31.1  Appointment of the Facility Agent
	31.2  Appointment of the Administrative Agent
	31.3  Duties of the Facility Agent
	31.4  Role of the Mandated Lead Arrangers and Administrative Agent
	31.5  No Fiduciary Duties
	31.6  Business with the Group
	31.7  Discretion of the Agents
	31.8  Instructing Group’s Instructions
	31.9  No Responsibility
	31.10  Exclusion of Liability
	31.11  Lender’s Indemnity
	31.12  Resignation
	31.13  Confidentiality
	31.14  Facility Office
	31.15  Lenders’ Associated Costs Details
	31.16  Credit Appraisal by the Lenders
	31.17  Deduction from Amounts Payable by the Agents
	31.18  Obligors’ Agent
	31.19  Co-operation with the Agents
	31.20  “Know your client” checks
32.  BORROWER’S INDEMNITIES
	32.1  General Indemnities
	32.2  Break Costs
33.  CURRENCY OF ACCOUNT
	33.1  Currency
	33.2  Currency Indemnity
34.  PAYMENTS
	34.1  Payment to the Facility Agent
	34.2  Same Day Funds
	34.3  Clear Payments
	34.4  Partial Payments
	34.5  Indemnity
	34.6  Notification of Payment
	34.7  Business Days

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35.  SET-OFF
	35.1  Right to Set-off
	35.2  No Obligation
36.  SHARING AMONG THE FINANCE PARTIES
	36.1  Payments to Finance Parties
	36.2  Redistribution of Payments
	36.3  Recovering Finance Party’s Rights
	36.4  Reversal of Redistribution
	36.5  Exceptions
37.  CALCULATIONS AND ACCOUNTS
	37.1  Day Count Convention
	37.2  Reductions
	37.3  Reference Banks
	37.4  Maintain Accounts
	37.5  Control Accounts
	37.6  Prima Facie Evidence
	37.7  Certificate of Finance Party
	37.8  Certificate of the Facility Agent
	37.9  Certificate of L/C Bank
38.  ASSIGNMENTS AND TRANSFERS
	38.1  Successors and Assignees
	38.2  Assignment or Transfers by Obligors
	38.3  Assignments or Transfers by Lenders
	38.4  Assignments
	38.5  Transfer Deed
	38.6  Transfer Fee
	38.7  Disclosure of Information
	38.8  No Increased Obligations
	38.9  Notification
39.  COSTS AND EXPENSES
	39.1  Transaction Costs
	39.2  Preservation and Enforcement Costs
	39.3  Stamp Taxes
	39.4  Amendments, Consents and Waivers
	39.5  Lenders’ Indemnity
	39.6  Value Added Tax
40.  REMEDIES AND WAIVERS
41.  NOTICES AND DELIVERY OF INFORMATION
	41.1  Writing
	41.2  Giving of Notice
	41.3  Use of Websites/E-mail
	41.4  Electronic Communication
	41.5  Certificates of Officers
42.  ENGLISH LANGUAGE
43.  PARTIAL INVALIDITY
44.  AMENDMENTS
	44.1  Amendments
	44.2  Consent
	44.3  Technical Amendments
	44.4  Guarantees and Security
	44.5  Release of Guarantees and Security
	44.6  Amendments affecting the Facility Agent
	44.7  Amendments to the Pari Passu Intercreditor Agreement
45.  THIRD PARTY RIGHTS
46.  COUNTERPARTS

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47.  GOVERNING LAW
48.  JURISDICTION
	48.1  Courts of England
	48.2  Waiver
	48.3  Service of Process
	48.4  Proceedings in Other Jurisdictions
	48.5  General Consent
	48.6  Waiver of Immunity
49.  POST EXECUTION RESTRUCTURING
	SCHEDULE 1
		PART 1 - LENDERS AND COMMITMENTS
		PART 2 - UK NON-BANK LENDERS
	SCHEDULE 2
		PART 1 - THE ORIGINAL GUARANTORS
		PART 2 - THE RESTRICTED GUARANTORS
	SCHEDULE 3 FORM OF DEED OF TRANSFER AND ACCESSION
	SCHEDULE 4
		PART 1 - CONDITIONS PRECEDENT TO FIRST UTILISATION
		PART 2 - FORM OF CERTIFICATE OF OBLIGOR
		PART 3 - INITIAL SECURITY DOCUMENTS
		PART 4 - CONDITIONS SUBSEQUENT DOCUMENTS
	SCHEDULE 5
		PART 1 - FORM OF UTILISATION REQUEST (ADVANCES)
		PART 2 - FORM OF UTILISATION REQUEST (DOCUMENTARY CREDITS)
	SCHEDULE 6 ASSOCIATED COSTS RATE
	SCHEDULE 7
		PART 1 - FORM OF ACCESSION NOTICE
		PART 2 - ACCESSION DOCUMENTS
	SCHEDULE 8
		PART 1 - FORM OF QUARTERLY COMPLIANCE CERTIFICATE
		PART 2 - FORM OF COMPLIANCE CERTIFICATE FOLLOWING INTEGRATED MERGER EVENT
	SCHEDULE 9
		PART 1 - MEMBERS OF THE BANK GROUP
		PART 2 - MEMBERS OF THE DIAMOND SUB-GROUP
		PART 3 - MEMBERS OF THE TRIANGLE SUB-GROUP
		PART 4 - MEMBERS OF THE BROADCAST GROUP
	SCHEDULE 10
		PART 1 - EXISTING ENCUMBRANCES
		PART 2 - EXISTING LOANS
		PART 3 - EXISTING FINANCIAL INDEBTEDNESS
		PART 4 - EXISTING PERFORMANCE BONDS
	SCHEDULE 11 FORM OF L/C BANK ACCESSION CERTIFICATE
	SCHEDULE 12 FORM OF DOCUMENTARY CREDIT
	SCHEDULE 13 PRO FORMA BANK GROUP FINANCIAL STATEMENTS
	SCHEDULE 14 PRO FORMA PARI PASSU INTERCREDITOR AGREEMENT
	SCHEDULE 15 PRO FORMA BUDGET INFORMATION

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THIS AGREEMENT is dated 13 April 2004 and made between:

(1)NTL INCORPORATED (“NTL”);

(2)NTL INVESTMENT HOLDINGS LIMITED (the “Borrower”);

(3)CREDIT SUISSE FIRST BOSTON, DEUTSCHE BANK AG LONDON, GOLDMAN SACHS INTERNATIONAL, MORGAN STANLEY DEAN WITTER BANK LIMITED., BNP PARIBAS, CITIBANK N.A., LONDON, CREDIT LYONNAIS, FORTIS BANK S.A./N.V., GE CAPITAL STRUCTURED FINANCE GROUP LIMITED, HSBC BANK PLC AND SOCIETE GENERALE (each a “Mandated Lead Arranger” and together, the “Mandated Lead Arrangers”);

(4)CREDIT SUISSE FIRST BOSTON (as agent for and on behalf of the Finance Parties, the “Facility Agent”);

(5)CREDIT SUISSE FIRST BOSTON (as security trustee for and on behalf of the Finance Parties, the “Security Trustee”);

(6)GE CAPITAL STRUCTURED FINANCE GROUP LIMITED (as administrative agent for the Lenders under the B Facility, the “Administrative Agent”); and

(7)THE LENDERS (as defined below).

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Agreement the following terms have the meanings set out below.

“95% Security Test” means the requirement that, save as otherwise provided in Clause 24.13 (Further Assurance), members of the Bank Group generating not less than 95% of the Bank Group Covenant Profit (excluding for the purposes of this definition any Bank Group Covenant Profit generated by members of the Triangle Sub-Group prior to such time that the Triangle Notes have been repaid in full and any Bank Group Covenant Profit generated by members of the Diamond Sub-Group prior to such time that the total issued share capital of Diamond Cable shall have been acquired by NTL Group Limited in accordance with the provisions of Clause 49 (Post-Execution Restructuring)) have acceded as Guarantors to this Agreement as tested by reference to (subject to the provisions of paragraph (b) of the definition of “Merger Event Conditions”) each set of quarterly financial information relating to the Bank Group delivered to the Facility Agent pursuant to Clause 22.1 (Financial Statements).

“Acceding Guarantor” means any member of the Bank Group (or immediately prior to the effective date of the Integrated Merger Event, any member of the Target Group) which has complied with the requirements of Clause 26.1 (Acceding Guarantors).

“Acceding Holding Company” means any person which becomes the Holding Company of the Ultimate Parent and which has complied with the requirements of Clause 26.2 (Acceding Holding Company).

“Acceleration Date” means the date on which notice has been served under Clause 27.17 (Acceleration).

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“Acceptable Hedging Agreement” means a Hedging Agreement entered into on the terms of the International Swaps & Derivatives Association Inc. 1992 or 2002 Master Agreement (Multicurrency-Cross Border) under which:

(a)if the 1992 Master Agreement is used, “Second Method” and “Market Quotation” are specified as the payment method applicable; and

(b)the governing Law is English or New York Law.

“Accession Notice” means a duly completed notice of accession in the form of Part 1 of Schedule 7 (Form of Accession Notice).

“Act” means the Companies Act 1985 (as amended).

“Advance” means, save as otherwise provided in this Agreement, a Revolving Facility Advance, an A Facility Advance or a B Facility Advance, as the context may require.

“A Facility” means the term loan facility granted to the Borrower pursuant to Clause 2.1(b) (The Facilities).

“A Facility Advance” means an advance (as from time to time reduced by repayment) made or to be made by the Lenders under the A Facility or arising in respect of the A Facility under Clause 14.3 (Consolidation of Term Facility Advances) or under Clause 14.4 (Division of Term Facility Advances).

“A Facility Commitment” means, in relation to a Lender at any time, and save as otherwise provided in this Agreement, the amount set opposite its name in the relevant column of Part 1 of Schedule 1 (Lenders and Commitments) or as specified in the Transfer Deed pursuant to which such Lender becomes a party to this Agreement.

“A Facility Margin” means, in relation to A Facility Advances, and subject to Clause 14.7 (Margin Ratchet for A Facility Advances), 2.25% per annum.

“A Facility Outstandings” means, at any time, the aggregate principal amount of the A Facility Advances outstanding under this Agreement.

“Affiliate” means, in relation to a person, any other person directly or indirectly controlling, controlled by or under direct or indirect common control with that person, and for these purposes “control” shall be construed so as to mean the ownership, either directly or indirectly and legally or beneficially, of more than 50% of the issued share capital of a company or the ability to control, either directly or indirectly, the affairs or the composition of the board of directors (or equivalent of it) of a company and “controlling”, “controlled by” and “under common control with” shall be construed accordingly.

“Agents” means the Facility Agent and the Administrative Agent, and “Agent” means either of them.

“Agreed Allocation Principles” means the principles of cost allocation in respect of the services, facilities and other arrangements to be provided by members of the Core Group to members of the Broadcast Group or to a third party purchaser as contained in Section III of Part 3 of the Separation Memorandum, or otherwise as agreed between the Facility Agent (acting on the instructions of an Instructing Group) and the Borrower.

“Agreed Business Plan” means the business plan, financial model and analysis of the future funding requirements of the Borrower and the Bank Group (excluding the Broadcast Business) prepared by the Borrower and delivered to the Mandated Lead Arrangers prior to the date of this Agreement.

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“Ancillary Facility” means any:

(a)overdraft, automated payment, cheque drawing or other current account facility;

(b)forward foreign exchange facility;

(c)derivatives facility;

(d)guarantee, bond issuance, documentary or stand-by letter of credit facility;

(e)performance bond facility; and/or

(f)such other facility or financial accommodation as may be required in connection with the Group Business and which is agreed in writing between the Borrower and the relevant Ancillary Facility Lender.

“Ancillary Facility Commitment” means, in relation to an Ancillary Facility Lender at any time, and save as otherwise provided in this Agreement, the maximum Sterling Amount to be made available under an Ancillary Facility granted by it, to the extent not cancelled or reduced or transferred pursuant to the terms of such Ancillary Facility or under this Agreement.

“Ancillary Facility Documents” means the documents and other instruments pursuant to which an Ancillary Facility is made available and the Ancillary Facility Outstandings under it are evidenced.

“Ancillary Facility Lender” means any Lender which has notified the Facility Agent that it has agreed to its nomination in a Conversion Notice to be an Ancillary Facility Lender in respect of an Ancillary Facility granted pursuant to the terms of this Agreement.

“Ancillary Facility Outstandings” means (without double counting), at any time with respect to an Ancillary Facility Lender and each Ancillary Facility provided by it, the aggregate of:

(a)all amounts of principal then outstanding under any overdraft, automated payment, cheque drawing or other current account facility (determined in accordance with the applicable terms) as at such time; and

(b)in respect of any other facility or financial accommodation, such other amount as fairly represents the aggregate potential exposure of that Ancillary Facility Lender with respect to it under its Ancillary Facility, as reasonably determined by that Ancillary Facility Lender from time to time in accordance with its usual banking practices for facilities or accommodation of the relevant type (including without limitation, the calculation of exposure under any derivatives facility by reference to the mark-to-market valuation of such transaction at the relevant time).

“Ancillary Facility Termination Date” has the meaning given to such term in paragraph (h) of Clause 6.1 (Utilisation of Ancillary Facilities).

“Applicable Margin” means the prevailing A Facility Margin, the B Facility Margin or the Revolving Facility Margin, as the context may require at the relevant time.

“Asset Adjustment Payments” means:

(a)a payment made by a member of the Bank Group to a company carrying on the CWC DataCo Business, in respect of a transfer of assets from that company carrying on the CWC DataCo Business to such a member of the Bank Group; or

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(b)a payment made by a company carrying on the CWC DataCo Business to a member of the Bank Group, in respect of a transfer of assets from such a member of the Bank Group to that company carrying on the CWC DataCo Business,

in each case, in accordance with the terms of the Transaction Agreement.

“Asset Passthrough” means a series of transactions between a Bank Holdco, one or more members of the Bank Group and an Asset Transferring Party where:

(a)in the case of an asset being transferred by a Bank Holdco to the Asset Transferring Party that asset:

(i)is first transferred by such Bank Holdco to a member of the Bank Group; and

(ii) may then be transferred between various members of the Bank Group, and is finally transferred (insofar as such transaction relates to the Bank Group) to an Asset Transferring Party; or

(b)in the case of an asset being transferred by an Asset Transferring Party to a Bank Holdco, that asset:

(i)is first transferred by that Asset Transferring Party to a member of the Bank Group; and

(ii)may then be transferred between various members of the Bank Group, and is finally transferred (insofar as such transaction relates to the Bank Group) to such Bank Holdco,

and where the purpose of each such asset transfer is, in the case of an Asset Passthrough of the type described in paragraph (a), to enable a Bank Holdco to indirectly transfer assets (other than cash) to that Asset Transferring Party and, in the case of an Asset Passthrough of the type described in paragraph (b), is to enable an Asset Transferring Party to indirectly transfer assets (other than cash) to a Bank Holdco, in either case, by way of transfers of those assets to and from (and, if necessary, between) one or more members of the Bank Group in such a manner as to be neutral to the Bank Group taken as a whole provided that:

(w)the consideration payable (if any) by the first member of the Bank Group to acquire such assets comprises either (i) cash funded or to be funded directly or indirectly by a payment from (in the case of an Asset Passthrough of the type described in paragraph (a)) the Asset Transferring Party and (in the case of an Asset Passthrough of the type described in paragraph (b)) a Bank Holdco, in either case, in connection with that series of transactions or (ii) Subordinated Funding or (iii) the issue of one or more securities;

(x)the consideration payable by (in the case of an Asset Passthrough of the type described in paragraph (a)) the Asset Transferring Party is equal to the consideration received or receivable by a Bank Holdco and (in the case of an Asset Passthrough of the type described in paragraph (b)) by a Bank Holdco is equal to the consideration received or receivable by the Asset Transferring Party (and for this purpose, a security issued by one company shall constitute equal consideration to a security issued by another company where such securities have been issued on substantially the same terms and subject to the same conditions);

(y)all of the transactions comprising such a series of transactions (from and including the transfer of the assets by a Bank Holdco to and including the acquisition of those

4

assets by the Asset Transferring Party or vice versa) are completed within two Business Days; and

(z)upon completion of all of the transactions comprising such a series of transactions, no person (other than another member of the Bank Group) has any recourse to any member of the Bank Group and no member of the Bank Group which is not an Obligor may have any recourse to an Obligor, in each case in relation to such a series of transactions (other than in respect of (i) the Subordinated Funding or any rights and obligations under the securities, in each case, mentioned in paragraph (w) above and (ii) covenants as to title provided, in the case of an Asset Passthrough of the type described in paragraph (a), in favour of the Asset Transferring Party on the same terms as such covenants were provided by the Bank Holdco in respect of the relevant assets and, in the case of an Asset Passthrough of the type described in paragraph (b), in favour of the Bank Holdco on the same terms as such covenants were provided by the Asset Transferring Party in respect of the relevant assets).

“Asset Transferring Party” means the member of the Group (or any person in which a member of the Bank Group owns an interest but which is not a member of the Group), other than a member of the Bank Group (except where the asset being transferred is a security where such member of the Group may be a member of the Bank Group), who is the initial transferor or final transferee in respect of a transfer to or from a Bank Holdco, as the case may be, through one or more members of the Bank Group.

“Associated Costs Rate” means, in relation to any Advance or Unpaid Sum, the rate determined in accordance with Schedule 6 (Associated Costs Rate).

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Available A Facility Commitment” means, in relation to a Lender, at any time and save as otherwise provided in this Agreement, its A Facility Commitment at such time less the Sterling Amount of its share of the A Facility Advances made under this Agreement, adjusted to take account of:

(a)any cancellation or reduction of, or any transfer by such Lender or any transfer to it of, any A Facility Commitment, in each case, pursuant to the terms of this Agreement; and

(b)in the case of any proposed Advance, the Sterling Amount of its share of such A Facility Advance which, pursuant to any other Utilisation Request is to be made on or before the proposed Utilisation Date,

provided always that such amount shall not be less than zero.

“Available Ancillary Facility Commitment” means, in relation to an Ancillary Facility Lender and an Ancillary Facility granted by it at any time, and save as otherwise provided in this Agreement or in the applicable Ancillary Facility Documents, its Ancillary Facility Commitment at such time, less the Sterling Amount of the relevant Ancillary Facility Outstandings at such time, provided always that such amount shall not be less than zero.

“Available B Facility Commitment” means, in relation to a Lender, at any time and save as otherwise provided in this Agreement, its B Facility Commitment at such time less the Sterling Amount of its share of the B Facility Advances made under this Agreement, adjusted to take account of:

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(a)any cancellation or reduction of, or any transfer by such Lender or any transfer to it of, any B Facility Commitment, in each case, pursuant to the terms of this Agreement; and

(b)in the case of any proposed Advance, the Sterling Amount of its share of such B Facility Advance which, pursuant to any other Utilisation Request is to be made on or before the proposed Utilisation Date,

provided always that such amount shall not be less than zero.

“Available Commitment” means, in relation to a Lender, the aggregate amount of its Available Revolving Facility Commitment, its Available Ancillary Facility Commitment and its Available Term Facility Commitments or, in the context of a particular Facility, its Available A Facility Commitment, its Available B Facility Commitment, its Available Revolving Facility Commitment or its Available Ancillary Facility Commitment, as the context may require.

“Available Facility” means, in relation to a Facility, at any time, the aggregate amount of the Available Commitments in respect of that Facility at that time.

“Available Revolving Facility” means, at any time, the aggregate amount of the Available Revolving Facility Commitments.

“Available Revolving Facility Commitment” means, in relation to a Lender, at any time and save as otherwise provided in this Agreement, its Revolving Facility Commitment at such time, less the Sterling Amount of its share of the Revolving Facility Outstandings, adjusted to take account of:

(a)any cancellation or reduction of, or any transfer by such Lender or any transfer to it of, any Revolving Facility Commitment, in each case, pursuant to the terms of this Agreement; and

(b)in the case of any proposed Utilisation, the Sterling Amount of its share of (i) such Revolving Facility Advance and/or Documentary Credit which pursuant to any other Utilisation Request is to be made, or as the case may be, issued, and (ii) any Revolving Facility Advance and/or Documentary Credit which is due to be repaid or expire (as the case may be), in each case, on or before the proposed Utilisation Date,

provided always that such amount shall not be less than zero.

“Available Term Facility Commitment” means, in relation to a Lender, the aggregate amount of its Available A Facility Commitment and its Available B Facility Commitment.

“BBA LIBOR” means in relation to a currency other than euro, the British Bankers’ Association Interest Settlement Rate for the relevant currency and specified period.

“B Facility” means the term loan facility granted to the Borrower pursuant to Clause 2.1(c) (The Facilities).

“B Facility Advance” means an advance (as from time to time reduced by repayment) made or to be made by the Lenders under the B Facility or arising in respect of the B Facility under Clause 14.3 (Consolidation of Term Facility Advances) or under Clause 14.4 (Division of Term Facility Advances).

“B Facility Commitment” means, in relation to a Lender at any time, and save as otherwise provided in this Agreement, the amount set opposite its name in the relevant column of Part 1 of Schedule 1 (Lenders and Commitments) or as specified in the Transfer Deed pursuant to which such Lender becomes a party to this Agreement.

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“B Facility Margin” means, in relation to B Facility Advances, 2.75% per annum.

“B Facility Outstandings” means, at any time, the aggregate principal amount of the B Facility Advances outstanding under this Agreement.

“Bank Group” means:

(a)for the purposes of the definition of “Bank Group Consolidated Revenues”, Clause 22.1 (Financial Statements), Clause 22.3 (Budget) and Clause 23 (Financial Condition) and any other provisions of this Agreement using the terms defined in Clause 23 (Financial Condition):

(i)the Borrower;

(ii)NTL South Herts, for so long as a member of the Bank Group is the general partner of South Hertfordshire United Kingdom Fund, Ltd or if it becomes a wholly-owned Subsidiary of the Borrower;

(iii)Moleseye Limited, for so long as it is a Subsidiary of the Borrower;

(iv)Fawnspring Limited, for so long as it is a Subsidiary of the Borrower;

(v)each member of the Diamond Sub-Group;

(vi)following an Integrated Merger Event, each Target Group Obligor and each other person which was a Subsidiary or Holding Company of the Target immediately prior to the Integrated Merger Event which is designated as a member of the Bank Group by the Borrower pursuant to Clause 24.20 (Notice of Integrated Merger Event) or by notice to the Facility Agent from time to time and for so long as such company is a member of the Group;

(vii)each of the Borrower’s other direct and indirect Subsidiaries from time to time, excluding the Bank Group Excluded Subsidiaries (other than Moleseye Limited, Fawnspring Limited and NTL South Herts); and

(viii)without prejudice to sub-paragraph (vii) above, each of the direct and indirect Subsidiaries from time to time of NTL Communications Limited, excluding prior to the accession of Cableco to this Agreement, the Borrower and its direct and indirect Subsidiaries and thereafter, Cableco and its direct and indirect Subsidiaries;

(b)for all other purposes:

(i)the Borrower and each of its direct and indirect Subsidiaries from time to time, other than (A) the Bank Group Excluded Subsidiaries and (B) each member of the Triangle Sub-Group, until such time that the Triangle Notes have been repaid in full, as contemplated by the provisions of Clause 3.2 (Condition Subsequent relating to Diamond Sub-Group and Triangle Sub-Group);

(ii)without prejudice to sub-paragraph (i) above, each of the direct and indirect Subsidiaries from time to time of NTL Communications Limited, excluding prior to the accession of Cableco to this Agreement, the Borrower and its direct and indirect Subsidiaries and thereafter, Cableco and its direct and indirect Subsidiaries; and

(iii)following an Integrated Merger Event, each Target Group Obligor and each other person which was a Subsidiary or Holding Company of the Target immediately prior

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to the Integrated Merger Event which is designated as a member of the Bank Group by the Borrower pursuant to Clause 24.20 (Notice of Integrated Merger Event) or by notice to the Facility Agent from time to time and for so long as such company is a member of the Group.

For information purposes only, the members of the Bank Group as at the date of this Agreement for the purposes of this paragraph (b) are listed in Part 1 of Schedule 9 (Members of the Bank Group).

“Bank Group Cash Flow” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Bank Group Consolidated Revenues” means, in respect of any period, the consolidated revenues for the Bank Group (excluding the Broadcast Business) for that period as evidenced by the financial information provided in respect of that period pursuant to Clause 22.1 (Financial Statements).

“Bank Group Covenant Profit” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

 “Bank Group Excluded Subsidiary” means:

(a)any Subsidiary of the Borrower, NTL Communications Limited or following an Integrated Merger Event, a Subsidiary of the Target Group which is a Dormant Subsidiary and which (i) has assets (save for loans existing on the date of this Agreement owed to it by other members of the Bank Group) with an aggregate value of £10,000 or less; and (ii) is not a Guarantor;

(b)Moleseye Limited;

(c)Fawnspring Limited;

(d)NTL South Herts and its Subsidiaries, until such time as NTL South Herts becomes a wholly-owned Subsidiary of the Borrower;

(e)any Subsidiary of the Borrower, NTL Communications Limited or, following an Integrated Merger Event, a Subsidiary of the Target Group which is a Project Company;

(f)any company which becomes a Subsidiary of the Borrower, NTL Communications Limited or, following an Integrated Merger Event, a Subsidiary of the Target Group, in each case, after the date of this Agreement pursuant to an Asset Passthrough; and

(g)after Principal Separation shall have occurred in accordance with the provisions of Clause 28 (Separation of the Broadcast Business), any company which is a member of the Broadcast Group,

provided that any Bank Group Excluded Subsidiary (other than after Principal Separation has occurred, any member of the Broadcast Group) may, at the election of the Borrower and upon not less than 10 Business Days’ prior written notice to the Facility Agent, cease to be a Bank Group Excluded Subsidiary and become a member of the Bank Group.

“Bank Holdco” means a direct Holding Company of a member of the Bank Group which is not a member of the Bank Group.

“Beneficiary” means the beneficiary in respect of a Documentary Credit.

“Blocked Account” means each interest bearing account maintained with the Facility Agent in the name of an Obligor for the purposes of Clause 12.3 (Blocked Accounts) which is secured in favour of

8

the Security Trustee pursuant to the Security Documents, or as otherwise required by the terms of this Agreement.

“Break Costs” means the amount (if any) by which:

(a)the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in an Advance or Unpaid Sum to the last day of the current Interest Period or Term in respect of that Advance or Unpaid Sum, had the amount so received been paid on the last day of that Interest Period or Term;

exceeds:

(b)the amount which that Lender would be able to obtain by placing an amount equal to the principal amount of such Advance or Unpaid Sum received or recovered by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following such receipt or recovery and ending on the last day of the current Interest Period or Term.

“Broadcast Business” means that part of the Group constituting “ntl:broadcast” relating to the provision of digital and analogue television and radio broadcast transmission services, studio play-out facilities, network design, construction and maintenance, tower site rental and satellite and media services as well as the design and operation of radio networks and voice and data services to public safety organisations as more particularly described in paragraph 2 of Part 1 of the Separation Memorandum.

“Broadcast Group” has the meaning ascribed to it in the Separation Memorandum.  The members of the Broadcast Group as at the date of this Agreement are set out in Part 4 of Schedule 9 (Members of the Broadcast Group).

“Broadcast Group Covenant Profit” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Budget” means in respect of any financial year the budget for such financial year and for the first Financial Quarter of the immediately succeeding financial year (provided that the Budget to be delivered under Clause 3.1 (Conditions Precedent) need only be for the financial year ending 31 December 2004), in the form and including the information required to be delivered by the Borrower to the Facility Agent pursuant to Clause 22.3 (Budget).

“Budgeted Capital Expenditure” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Business Day” means a day (other than a Saturday or Sunday) on which (a) banks generally are open for business in London and (b) if such reference relates to a date for the payment or purchase of any sum denominated in:

(a)euro (A) is a TARGET Day and (B) is a day on which banks generally are open for business in the financial centre selected by the Facility Agent for receipt of payments in euro; or

(b)in a currency other than euro, banks generally are open for business in the principal financial centre of the country of such currency.

“Cable & Wireless” means Cable & Wireless plc, a company incorporated in England & Wales with company number 238525.

9

“Cableco” means NTL Cable PLC, a company incorporated in England & Wales with company number 5061787 which shall accede to the terms of this Agreement on or prior to the Closing Date as a Guarantor.

“Capital Expenditure” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Captive Insurance Company” means any captive insurance company for the Group (or any part thereof which includes the Bank Group).

“Cash” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Cash Equivalent Investment” means:

(a)debt securities denominated in Dollars, Sterling or euro issued or fully guaranteed or fully insured by any member state of the European Union or the United States of America (or any agency of it) rated at least A-2 by Standard & Poor’s and P-2 by Moody’s and having maturities of 12 months or less from the date of acquisition;

(b)certificates of deposit of, or time deposits or overnight bank deposits with, any commercial bank whose short-term securities are rated at least A-2 by Standard and Poor’s and P-2 by Moody’s and having maturities of 12 months or less from the date of acquisition;

(c)commercial paper of, or money market accounts or funds with or issued by, an issuer rated at least A-2 by Standard & Poor’s and P-2 by Moody’s and having an original tenor of 12 months or less;

(d)medium term fixed or floating rate notes of an issuer rated at least AA by Standard & Poor’s and/or Aa2 by Moody’s at the time of acquisition and having a remaining term of 12 months or less from the date of acquisition; or

(e)any investment in a money market fund (i) whose aggregate assets exceed £500 million and (ii) at least 90% of whose assets constitute Cash Equivalent Investments of the type described in paragraphs (a) to (d) of this definition.

“Centre of Main Interests” has the meaning given to it in Article 3(1) of Council Regulation (EC) NO 1346/2000 of 29 May 2000 on Insolvency Proceedings.

“Change in Tax Law” means the introduction, implementation, repeal, withdrawal or change in, or in the interpretation, administration or application of any Law relating to taxation after the date of this Agreement.

“Change of Control” means:

(a)any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than any Permitted Holder or a group of Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this paragraph (a) such person or group shall be deemed to have “beneficial ownership” of all shares that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 30% of the total voting power of the Voting Stock of the Ultimate Parent (for the purposes of this paragraph (a), such person shall be deemed to beneficially own any Voting Stock of an entity held by any other entity (the “parent entity”), if such other entity is the beneficial owner (as defined in this paragraph (a)), directly or indirectly, of more than 50% of the voting power of the Voting Stock of such parent entity);

10

(b)during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of the Ultimate Parent (together with any new directors whose election by such board of directors or whose nomination for election by the shareholders of such company was approved by a vote of a majority of the directors of such company then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of the Ultimate Parent, then in the office; or

(c)any “Change of Control” occurs under the High Yield Notes or (if applicable) any High Yield Refinancing, in each case, for so long as any principal amount remains owing under the same and to the extent such High Yield Notes or (if applicable) High Yield Refinancing are not defeased,

provided it shall not constitute a Change of Control under paragraph (a) above in the event that the Ultimate Parent becomes a wholly-owned Subsidiary of a Holding Company and the stockholders of such Holding Company are substantially the same as the stockholders of the Ultimate Parent prior to such acquisition.

“Closing Date” means the date on which the first Utilisation is made pursuant to and in accordance with the terms of this Agreement.

“Commitment” means, in relation to a Lender, its A Facility Commitment, its B Facility Commitment, its Revolving Facility Commitment and/or its Ancillary Facility Commitment, as the context may require.

“Commitment Letter” means the letter dated on or about the date of this Agreement from the Mandated Lead Arrangers to the Ultimate Parent and the Borrower in relation to the commitment of the Mandated Lead Arrangers to arrange and underwrite the Facilities.

“Compliance Certificate” means:

(a)in the case of a Compliance Certificate required to be delivered under paragraph (a) of Clause 22.5 (Compliance Certificates), a certificate substantially in the form set out in Part 1 of Schedule 8 (Form of Quarterly Compliance Certificate); or

(b)in the case of a Compliance Certificate required to be delivered under paragraph (b) of Clause 22.5 (Compliance Certificates), a certificate substantially in the form set out in Part 2 of Schedule 8 (Form of Compliance Certificate following Integrated Merger Event),

or in each case, such other similar form as the Facility Agent shall agree with the Borrower.

“Consolidated Debt Service” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Consolidated Net Borrowings” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Consolidated Net Income” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Consolidated Senior Debt” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Consolidated Total Debt” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Consolidated Total Net Cash Interest Payable” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

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“Content” means any rights to broadcast, transmit, distribute or otherwise make available for viewing, exhibition or reception (whether in analogue or digital format and whether as a channel or an Internet service, a teletext-type service, an interactive service, or an enhanced television service or any part of any of the foregoing, or on a pay-per-view basis, or near video-on-demand, or video-on-demand basis or otherwise) any one or more of audio and/or visual images, audio content, or interactive content (including hyperlinks, re-purposed web-site content, database content plus associated templates, formatting information and other data including any interactive applications or functionality), text, data, graphics, or other content, by means of any means of distribution, transmission or delivery system or technology (whether now known or herein after invented).

“Conversion Notice” has the meaning given to such term in paragraph (a) of Clause 6.1 (Utilisation of Ancillary Facilities).

“Core Group” has the meaning ascribed to it in the Separation Memorandum.

“Cost” means the cost estimated in good faith by the relevant member of the Bank Group to have been incurred or to be received by that member of the Bank Group in the provision or receipt of the relevant service, facility or arrangement, including, without limitation, a reasonable proportion of the employment, property, information technology, administration, utilities, transport and materials costs incurred or received in the provision or receipt of such service, facility or arrangement, but excluding costs which are either not material or not directly attributable to the provision or receipt of the relevant service, facility or arrangement.

“Current Assets” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Current Liabilities” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“CWC” means NTL (CWC) Limited (formerly known as Cable & Wireless Communications Limited), a company registered in England & Wales with company number 3288998.

“CWC ConsumerCo Business” means the residential cable, business cable, indirect residential telephony, residential internet and digital television development and services businesses owned and operated by CWC and its Subsidiaries and acquired by the Group on 30 May 2000.

“CWC DataCo Business” means the corporate, business, internet protocol and wholesale operations previously carried on by CWC and its Subsidiaries and acquired by Cable & Wireless on 30 May 2000.

“Debt Proceeds” means the cash proceeds received in respect of any Financial Indebtedness raised by any member of the Group (after deducting all reasonable fees, commissions, costs and expenses incurred by any member of the Group in connection with such raising) whether raised by way of bilateral or syndicated credit facilities, in the international or domestic debt capital markets or otherwise and including, for the avoidance of doubt, any debt which at any time following issuance is capable of being converted or exchanged into equity.

“Default” means an Event of Default or any event or circumstance which (with the expiry of a grace period, the giving of notice, the making of any determination under any of the Finance Documents or any combination of any of the foregoing) would be an Event of Default provided that in relation to any event which is subject to a materiality threshold or condition before such event would constitute an Event of Default, such default shall not constitute a Default until such materiality threshold or condition has been satisfied.

“Designated Broadcast Assets” has the meaning ascribed to it in the Separation Memorandum.

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“Diamond Cable” means Diamond Cable Communications Limited, a company registered in England and Wales with company number 02965241.

“Diamond Holdings” means Diamond Holdings Limited, a company registered in England and Wales with company number 03483724.

“Diamond Notes” means, collectively, the (a) 10% Senior Notes due 2008 issued by Diamond Holdings (and guaranteed by Diamond Cable) under an indenture dated 6 February 1998 and (b) 9 1/8% Senior Notes due 2008 issued by Diamond Holdings (and guaranteed by Diamond Cable) under an indenture dated 6 February 1998.

“Diamond Sub-Group” means Diamond Cable (for so long as it remains a member of the Group) and its Subsidiaries from time to time.  For information purposes only, members of the Diamond Sub-Group as at the date of this Agreement are set out in Part 2 of Schedule 9 (Members of the Diamond Sub-Group).

“Documentary Credit” means a letter of credit, bank guarantee, indemnity, performance bond or other documentary credit issued or to be issued by an L/C Bank pursuant to Clause 4.1 (Conditions to Utilisation).

“Dormant Subsidiary” means, at any time, with respect to any company, any Subsidiary of such company which is “dormant” as defined in section 249AA of the Act (or the equivalent under the laws of the jurisdiction of incorporation of the relevant company).

“Double Taxation Treaty” means in relation to a payment of interest on an Advance made to the Borrower, any convention or agreement between the government of the Relevant Tax Jurisdiction of the Borrower and any other government for the avoidance of double taxation with respect to taxes on income and capital gains which makes provision for exemption from tax imposed by the Relevant Tax jurisdiction of the Borrower on interest.

“Effective Date” has the meaning given to such term in paragraph (a) of Clause 6.1 (Utilisation of Ancillary Facilities).

“Eligible Deposit Bank” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“EMU” means Economic and Monetary Union as contemplated in the Treaty on European Union.

“EMU Legislation” means legislative measures of the European Union for the introduction of, changeover to or operation of the euro in one or more member states, being in part legislative measures to implement the third stage of EMU.

“Encumbrance” means:

(a)a mortgage, charge, pledge, lien, encumbrance or other security interest securing any obligation of any person;

(b)any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set-off or made subject to a combination of accounts so as to effect payment of sums owed or payable to any person; or

(c)any other type of agreement or preferential arrangement (including title transfer and retention arrangements) having a similar effect.

“Environment” means living organisms including the ecological systems of which they form part and the following media:

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(a)air (including air within natural or man-made structures, whether above or below ground);

(b)water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c)land (including land under water).

“Environmental Claim” means any administrative, regulatory or judicial action, suit, demand, demand letter, claim, notice of non-compliance or violation, investigation, proceeding, consent order or consent agreement relating to any Environmental Law or Environmental Licence.

“Environmental Law” means all laws and regulations of any relevant jurisdiction which:

(a)have as a purpose or effect the protection of, and/or prevention of harm or damage to, the Environment;

(b)provide remedies or compensation for harm or damage to the Environment; or

(c)relate to Hazardous Substances or health or safety matters.

“Environmental Licence” means any Authorisations required at any time under Environmental Law.

“Equity Equivalent Funding” means a loan made to, or any Financial Indebtedness owed by, any person where the Indebtedness incurred thereby:

(a)may not be repaid at any time prior to the repayment in full of all Outstandings;

(b)carries no interest or carries interest which is payable only on non-cash pay terms or following repayment in full of all Outstandings and cancellation of all Available Commitments; and

(c)is either (i) structurally and contractually subordinated to the Facilities or (ii) contractually subordinated to the Facilities, in each case, pursuant to the Group Intercreditor Agreement.

“Equity Proceeds” means the cash proceeds raised by any member of the Group by way of equity securities offerings in the international or domestic equity capital markets (after deducting all reasonable fees, commissions, costs and expenses incurred by any member of the Group in connection with such raising) and which do not constitute Debt Proceeds.

“EURIBOR” means, in relation to any amount to be advanced to or owed by an Obligor under this Agreement in euro on which interest for a given period is to accrue:

(a)the rate per annum for deposits in euro which appears on the Relevant Page for such period at or about 11.00 am (Brussels time) on the Quotation Date for such period; or

(b)if no such rate is displayed and the Facility Agent shall not have selected an alternative service on which such rate is displayed as contemplated by the definition of “Relevant Page”, the arithmetic mean (rounded upwards, if not already such a multiple, to 5 decimal places) of the rates (as notified to the Facility Agent) at which each of the Reference Banks was offering to prime banks in the European Interbank Market deposits in euro for such period at or about 11.00 am (Brussels time) on the Quotation Date for such period.

“European Interbank Market” means the interbank market for euro operating in Participating Member States.

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“Event of Default” means any of the events or circumstances described as such in Clause 27 (Events of Default).

“Excess Capacity Network Service” means the provision of network services, or agreement to provide network services, by a member of the Bank Group in favour of one or more other members of the Group (or following Principal Separation, any member of the Broadcast Group) where such network services are only provided in respect of the capacity available to such member of the Bank Group in excess of that network capacity it requires to continue to provide current services to its existing and projected future customers and to allow it to provide further services to both its existing and projected future customers in accordance with the Agreed Business Plan.

“Excess Cash Flow” means in relation to any financial year of the Borrower, Bank Group Cash Flow less Consolidated Debt Service for such financial year, provided that for the purposes of such calculation, no amount shall be included or excluded more than once.

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

“Excluded Group” means each member of the Group which is not a member of the Bank Group or the Broadcast Group.

“Existing Performance Bonds” means each of the performance bonds existing as at the date of this Agreement, details of which are set out in Part 4 of Schedule 10 (Existing Performance Bonds).

“Excluded Group Covenant Profit” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Existing Encumbrance” means any Encumbrance existing at the date of this Agreement, details of which are set out in Part 1 of Schedule 10 (Existing Encumbrances).

“Existing Financial Indebtedness” means the Financial Indebtedness existing at the date of this Agreement, details of which are set out in Part 3 of Schedule 10 (Existing Financial Indebtedness).

“Existing Loans” means the loans granted by members of the Bank Group existing at the date of this Agreement, details of which are set out in Part 2 of Schedule 10 (Existing Loans).

“Existing Senior Credit Facilities Agreement” means that certain senior credit facility dated 30 May 2000 made between NTL Incorporated, NTL Communications Limited, the Borrower, the Guarantors listed therein, J.P. Morgan plc and Morgan Stanley Senior Funding, Inc. as arrangers and joint book managers of the revolving facilities, J.P. Morgan Europe Limited as agent and security trustee and the banks listed therein, as the same may have been amended and restated from time to time.

“Expiry Date” means, in relation to any Documentary Credit granted under this Agreement, the date stated in it to be its expiry date or the latest date on which demand may be made under it being a date falling on or prior to the Final Maturity Date in respect of the Revolving Facility.

“Facilities” means the Term Facilities, the Revolving Facility, any Ancillary Facility and any Documentary Credit granted to the Borrower under this Agreement, and “Facility” means any of them, as the context may require.

“Facility Agent’s Spot Rate of Exchange” means, in relation to 2 currencies, the Facility Agent’s spot rate of exchange for the purchase of the first-mentioned currency with the second-mentioned currency in the London foreign exchange market at or about 11 a.m. on a particular day.

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“Facility Office” means the office notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, (i) by not less than five Business Days’ written notice) as the office through which it will perform its obligations under this Agreement where the office is situated in Financial Action Task Force countries, or (ii) with the prior written consent of the Facility Agent, an office through which it will perform its obligations under this Agreement situated in non-Financial Action Task Force countries.

“Financial Action Task Force” means the Financial Action Task Force on Money Laundering, an inter-governmental body, the purpose of which is the development and promotion of policies, at both national and international levels, to combat money laundering.

“Fee Letters” means the fee letters referred to in Clauses 16.2 (Arrangement and Underwriting Fee), 16.3 (Agency Fee) and 16.5 (L/C Bank Fee).

 “Final Maturity Date” means:

(a)in respect of the Revolving Facility, the date falling 84 months after the date of this Agreement;

(b)in respect of the A Facility, the date falling 84 months after the date of this Agreement; and

(c)in respect of the B Facility, the date falling 96 months after the date of this Agreement.

“Finance Documents” means:

(a)this Agreement, any Documentary Credit, any Accession Notices and any Transfer Deeds;

(b)the Fee Letters;

(c)any Ancillary Facility Documents;

(d)the Security Documents;

(e)the Group Intercreditor Agreement;

(f)the HYD Intercreditor Agreement;

(g)following an Integrated Merger Event, the Pari Passu Intercreditor Agreement;

(h)the Hedging Agreements entered into pursuant to Clause 24.10 (Hedging);

(i)any other agreement or document entered into or executed by a member of the Bank Group pursuant to any of the foregoing documents; and

(j)any other agreement or document designated a “Finance Document” in writing by the Facility Agent and the Borrower.

“Finance Parties” means the Agents, the Mandated Lead Arrangers, the Security Trustee, the Lenders and each Hedge Counterparty and “Finance Party” means any of them.

“Financial Indebtedness” means, without double counting, any Indebtedness for or in respect of:

(a)moneys borrowed;

(b)any amount raised by acceptance under any acceptance credit facility;

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(c)any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument (for the avoidance of doubt excluding any loan notes or similar instruments issued solely by way of consideration for the acquisition of assets in order to defer capital gains or equivalent taxes where such loan notes or similar instruments are not issued for the purpose of raising finance);

(d)the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with applicable GAAP, be treated as a finance or capital lease;

(e)receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)the amount of any liability in respect of any purchase price for assets or services the payment of which is deferred for a period in excess of 120 days in order to raise finance or to finance the acquisition of those assets or services;

(g)any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(h)any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(i)any amount raised pursuant to any issue of shares which are expressed to be redeemable in cash (other than redeemable shares in respect of which the redemption is prohibited until after repayment in full of all Outstandings under the Facilities);

(j)any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial or other institution; or

(k)the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above.

“Financial Officer” means the Chief Financial Officer, the Vice President – Finance, the Controller or the Group Treasurer, in each case, of the Borrower or of the Group, or any similar officer of the Borrower or of the Group.

“Financial Quarter” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Funded Excluded Subsidiary” means, in respect of a Funding Passthrough, a Bank Group Excluded Subsidiary or any person in which a member of the Bank Group owns an interest but which is not a member of the Bank Group which:

(a)indirectly receives funding from a Bank Holdco; and/or

(b)by way of dividend or other distribution, loan or payment of interest on or the repayment of the principal amount of any indebtedness owed by it, directly or indirectly, makes a payment to a Bank Holdco.

“Funding Passthrough” means a series of transactions between a Bank Holdco, one or more members of the Bank Group and a Funded Excluded Subsidiary where:

(a)in the case of funding being provided by a Bank Holdco to the Funded Excluded Subsidiary, that funding is:

17

(i)first made available by the Bank Holdco to (in the case of Cableco) the Borrower or, (in the case of NTL Communications Limited or the company which is the Holding Company for the Target Group), one of its Subsidiaries (other than in the case of NTL Communications Limited, Cableco or any of its Subsidiaries) by way of the subscription for new securities, capital contribution or Subordinated Funding;

(ii)secondly (if relevant) made available by the recipient of the Funding Passthrough under (i) above, to a member of the Bank Group (other than the Borrower) which may be followed by one or more transactions between members of the Bank Group (other than the Borrower) and finally made available by a member of the Bank Group (other than the Borrower) to the Funded Excluded Subsidiary in all such cases by way of either the subscription for new securities, the advancing of loans or capital contribution; or

(b)in the case of a payment to be made by the Funded Excluded Subsidiary to a Bank Holdco that payment is:

(i)first made by the Funded Excluded Subsidiary to a member of the Bank Group, and thereafter is made between members of the Bank Group (as relevant), by way of dividend or other distribution, loan or payment of interest on or the repayment of the principal amount of any indebtedness owed by such Funded Excluded Subsidiary or relevant member of the Bank Group; and

(ii)finally made by the Borrower to Cableco or by one of the Subsidiaries of NTL Communications Limited (other than Cableco or any of its Subsidiaries) to NTL Communications Limited or by a member of the Target Group to the company which is the Holding Company for the Target Group by way of dividend or other distribution, loan or the payment of interest on or the repayment of the principal amount of any loan made by way of Subordinated Funding.

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

“Group” means:

(a)for the purposes of Clause 22.1 (Financial Statements), Clause 22.3 (Budget) and Clause 23 (Financial Condition) and any other provisions in this Agreement using the terms defined in Clause 23 (Financial Condition):

(i)the Ultimate Parent and its Subsidiaries for the time being;

(ii)NTL South Herts, for so long as a member of the Group is the general partner of South Hertfordshire United Kingdom Fund, Ltd. or if it becomes a wholly-owned Subsidiary of the Group; and

(iii)following a Merger Event, each member of the Target Group (for so long as it remains a Subsidiary of the Group); and

(b)for all other purposes, the Ultimate Parent and its Subsidiaries from time to time including, following a Merger Event, each member of the Target Group, but excluding upon and following Principal Separation having occurred in accordance with the provisions of Clause 28 (Separation of the Broadcast Business), each member of the Broadcast Group.

“Group Business” means the provision of broadband and communications services, including:

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(a)residential telephone, mobile telephone, cable television and Internet services, including wholesale Internet access solutions to Internet service providers;

(b)data, voice and Internet services to large businesses, public sector organisations and small and medium sized enterprises;

(c)national and international communications transport services to communications companies; and

(d)to the extent permitted by this Agreement, the provision of Content,

and any related ancillary or complementary business to any of the services described above in the United Kingdom, Ireland, the Isle of Man and the Channel Islands provided that “Group Business” may include the provision of any such services outside the United Kingdom, Ireland, the Isle of Man and the Channel Islands which either (i) relate to the Broadcast Business or (ii) which constitute a non-material part of the Group Business and which are acquired pursuant to an acquisition permitted under the terms of this Agreement.

“Group Intercreditor Agreement” means the intercreditor agreement dated on or about the Closing Date between certain of the Obligors, other members of the Group or the Broadcast Group and the Finance Parties.

“Group Structure Chart” means the group structure chart delivered to the Facility Agent pursuant to paragraph 6 of Part 1 of Schedule 4 (Conditions Precedent to First Utilisation) or any updated group structure chart which is delivered to the Facility Agent pursuant to Clause 24.15 (Group Structure Chart) from time to time.

“Guarantors” means

(a)for the purposes of Clause 30 (Guarantee and Indemnity), Cableco, the Original Guarantors and any Acceding Guarantors; and

(b)for the purposes of any other provision of the Finance Documents, the Original Guarantors and any Acceding Guarantors;

and “Guarantor” means any one of them as the context requires, provided that in either case, such person has not been released from its rights and obligations as a Guarantor hereunder pursuant to Clause 28 (Separation of the Broadcast Business) or Clause 44.5 (Release of Guarantees or Security).

“Hazardous Substance” means any waste, pollutant, contaminant or other substance (including any liquid, solid, gas, ion, living organism or noise) that may be harmful to human health or other life or the Environment.

“Hedge Counterparty” means each Lender or Affiliate of a Lender which is a party to a Hedging Agreement entered into for the purposes of Clause 24.10 (Hedging) and “Hedge Counterparties” means all such Lenders or Affiliates.

“Hedging Agreement” means any agreement in respect of an interest rate swap, currency swap, forward foreign exchange transaction, cap, floor, collar or option transaction or any other treasury transaction or any combination of it or any other transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“High Yield Offering” means the offering of the High Yield Notes by Cableco pursuant to an exemption from registration under the United States Securities Act of 1933 including pursuant to Rule 144A and/or Regulation S of the United States Securities Act of 1933.

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“High Yield Notes” means the senior unsecured high yield notes issued by Cableco pursuant to the High Yield Offering, the proceeds of which are to be applied in accordance with paragraph 8(c) of Part 1 to Schedule 4 (Conditions Precedent to First Utilisation), including without limitation, any floating rate high yield notes (the “Floating Rate Notes”) issued as part of the High Yield Offering.

“High Yield Refinancing” means any Financial Indebtedness incurred for the purposes of refinancing all or a portion of the High Yield Notes, or for the purposes of refinancing the Financial Indebtedness incurred to refinance the Floating Rate Notes (the “Refinancing High Yield Notes”) including any Financial Indebtedness incurred for the purpose of the payment of all principal, interest, fees, expenses, commissions, make-whole and any other contractual premium payable under the High Yield Notes or Refinancing High Yield Notes being refinanced and any reasonable fees, costs and expenses incurred in connection with such refinancing, in respect of which the following terms apply:

(a)the final maturity date or redemption date of such refinancing (including without limitation, the payment of any accreting principal in respect of any make-whole premium payable on any Refinancing High Yield Notes issued at a discount) occurs on or after the scheduled redemption date in respect of the high yield notes being refinanced;

(b)the average life of the High Yield Refinancing is longer than (or in respect of a refinancing in part, is equal to) the remaining average life of the high yield notes which are being refinanced, as at the time of such refinancing;

(c)taking into account any hedging arrangements for the principal and interest on the High Yield Refinancing, the interest rate per annum payable in cash on such Financial Indebtedness:

(i)in respect of any High Yield Refinancing of the Floating Rate Notes, shall be at a fixed rate which does not exceed the higher of (x) 8.75% per annum and (y) the aggregate of (A) LIBOR for Dollars for a period of three months at the relevant time that the High Yield Refinancing is priced, (B) the original margin on the Floating Rate Notes being refinanced and (C) 50 basis points; and

(ii)in respect of any High Yield Refinancing other than as specified in sub-paragraph (i) above, (A) which is completed in the first five years after the original issuance of such high yield notes, shall not exceed the higher of interest payable in cash on such high yield notes or 10% per annum, or (B) which is completed at any time thereafter, shall not exceed 10% per annum; and

(d)the Financial Indebtedness constituted by any High Yield Refinancing is structurally subordinated to the Facilities on a basis no less favourable to the Facilities than the basis on which the High Yield Notes are subordinated to the Facilities.

“Holding Company” of a company means a company of which the first-mentioned company is a Subsidiary.

“HYD Intercreditor Agreement” means (a) the intercreditor agreement dated on or about the Closing Date between certain of the Obligors, the Finance Parties and the indenture trustee in respect of the High Yield Notes and any High Yield Refinancings, and (b) to the extent a High Yield Refinancing occurs and an intercreditor agreement is entered into on substantially similar terms to the intercreditor agreement referred to in paragraph (a) in connection with such High Yield Refinancing, that intercreditor agreement, in each case, as the same may be amended, supplemented, novated or restated from time to time.

“Increased Cost” means:

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(a)any reduction in the rate of return from a Facility or on a Finance Party’s (or an Affiliate’s) overall capital;

(b)any additional or increased cost; or

(c)any reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having agreed to make available its Commitment or having funded or performed its obligations under any Finance Document.

“Indebtedness” means any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent (including interest and other charges relating to it).

“Indemnifying Lender” has the meaning set out in Clause 5.1(b) (Issue of Documentary Credits).

“Information Memorandum” means the information memorandum to be dated April 2004 in a form approved by the Borrower (such approval not to be unreasonably withheld or delayed) concerning the Obligors which, at the request of the Borrower and on its behalf, is prepared in relation to the Facilities and the business, assets, financial condition and prospects of the Group and which is made available by the Mandated Lead Arrangers to selected banks and other institutions for the purpose of syndication of the Facilities.

“Initial Security Documents” means the documents listed in Part 3 of Schedule 4 (Initial Security Documents).

“Instructing Group” means:

(a)before any Utilisation of the Facilities under this Agreement, a Lender or group of Lenders whose Available Commitments amount in aggregate to more than 66 2/3% of the Available Facilities; and

(b)thereafter, a Lender or group of Lenders to whom in aggregate more than 66 2/3% of the aggregate amount of the Outstandings are (or if there are no Outstandings at such time, immediately prior to their repayment, were then) owed.

“Integrated Merger Event” means the designation by the Borrower of an Integrated Merger Event and the notification to the Facility Agent pursuant to Clause 24.20 (Notice of Integrated Merger Event) (subject to satisfaction of the Merger Event Conditions) of the proposed effective date of such Integrated Merger Event, the purpose of which is to enable the Borrower to better integrate the businesses of the Bank Group and the businesses of the Target Group.

“Integrated Merger Projected Debt Coverage Ratio” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

 “Integrated Merger Senior Leverage Ratio” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Integrated Merger Trailing Debt Coverage Ratio” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

 “Intellectual Property Rights” means any patent, trade mark, service mark, registered design, trade name or copyright or any license to use any of the same.

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“Interest” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Interest Period” means, save as otherwise provided in this Agreement, any of those periods mentioned in Clause 14.1 (Interest Periods for Term Facility Advances).

“Intra-Group Services” means:

(a)the provision of services, facilities or other arrangements not the subject of paragraph (d) below, by a member of the Bank Group to a member of the Group (other than a member of the Bank Group) or a member of the Broadcast Group or by a member of the Group (other than a member of the Bank Group) or a member of the Broadcast Group to a member of the Bank Group, provided that the consideration for the provision thereof is in the reasonable opinion of the Borrower, no less than Cost;

(b)the provision of services constituted by NTL Group Limited employing personnel, acting as agent to buy equipment or other assets or services or trade with residential customers on behalf of other members of the Group or following Principal Separation, any member of the Broadcast Group, provided that the consideration for the provision thereof is, in the reasonable opinion of the Borrower, no less than Cost;

(c)the provision of services constituted by NTL Business Limited acting as agent to trade with business customers on behalf of other members of the Group or following Principal Separation, any member of the Broadcast Group, provided that the consideration for the provision thereof is, in the reasonable opinion of the Borrower, no less than Cost; and

(d)the provision of services, facilities or other arrangements (i) contemplated by Part 3 of the Separation Memorandum provided that in the case of the provision of services, facilities or other arrangements by a member of the Core Group, the consideration for the provision thereof by any member of the Core Group to the Broadcast Group or to a third party purchaser is not less than the amounts prescribed by the Agreed Allocation Principles or, at the Borrower’s election, Cost, or (ii) as contemplated by Part 6 of the Separation Memorandum.

“Joint Venture” means any joint venture, partnership or similar arrangement that is not a member of the Group.

“Law” means:

(a)common or customary law;

(b)any constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty or other legislative measure in any jurisdiction; and

(c)any directive, regulation, practice, requirement which has the force of law and which is issued by any governmental body, agency or department or any central bank or other fiscal, monetary, regulatory, self-regulatory or other authority or agency.

“L/C Bank” means Credit Suisse First Boston or any other Lender which has been appointed as L/C Bank in accordance with Clause 5.11 (Appointment and Change of L/C Bank) and which has not resigned in accordance with paragraph (c) of Clause 5.11 (Appointment and Change of L/C Bank).

“L/C Bank Accession Certificate” means a duly completed accession certificate in the form set out in Schedule 11 (Form of L/C Bank Accession Certificate).

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“L/C Proportion” means, in relation to a Lender in respect of any Documentary Credit and save as otherwise provided in this Agreement, the proportion (expressed as a percentage) borne by such Lender’s Available Revolving Facility Commitment to the Available Revolving Facility immediately prior to the issue of such Documentary Credit.

“Legal Opinions” means any of the legal opinions referred to in paragraph 10 of Part 1 to Schedule 4 (Conditions Precedent to First Utilisation) and paragraph 2 of Part 2 to Schedule 7 (Accession Documents) required to be delivered pursuant to Clause 3.1 (Conditions Precedent) and Clause 26 (Acceding Guarantors and Acceding Holding Company), respectively.

“Lender” means a person (including each L/C Bank and each Ancillary Facility Lender) which:

(a)is named in Part 1 of Schedule 1 (Lenders and Commitments); or

(b)has become a party to this Agreement in accordance with the provisions of Clause 38 (Assignments and Transfers),

which in each case has not ceased to be a party to this Agreement in accordance with the terms of this Agreement.

“LIBOR” means, in relation to any amount to be advanced to or owed by an Obligor under this Agreement in a currency (other than euro) on which interest for a given period is to accrue:

(a)the rate per annum which appears on the Relevant Page for such period at or about 11.00 am on the Quotation Date for such period; or

(b)if no such rate is displayed and the Facility Agent shall not have selected an alternative service on which such rate is displayed as contemplated by the definition of “Relevant Page”, the arithmetic mean (rounded upwards, if not already such a multiple, to the nearest 5 decimal places) of the rates (as notified to the Facility Agent) at which each of the Reference Banks was offering to prime banks in the London interbank market deposits in the relevant currency for such period at or about 11.00 am on the Quotation Date for such period.

“Marketable Securities” means any security which is listed on any publicly recognised stock exchange and which has, or is issued by a company which has, a capitalisation of not less than £1 billion (or its equivalent in other currencies) as at the time such Marketable Securities are acquired by any member of the Bank Group by way of consideration for any disposal permitted under Clause 25.6 (Disposals).

“Material Adverse Effect” means a material adverse change in:

(a)the financial condition, assets or business of the Obligors (taken as a whole) (excluding for these purposes, any member of the Broadcast Group insofar as it relates to the Broadcast Business); or

(b)the ability of any Obligor (excluding for these purposes, any member of the Broadcast Group insofar as it relates to the Broadcast Business) to perform and comply with its payment or other material obligations under any Finance Document (taking into account the resources available to such Obligor from any other member of the Group or the Broadcast Group).

“Material Subsidiary” means, at any time, a member of the Bank Group (other than a member of the Broadcast Group) whose contribution to Bank Group Covenant Profit (on a consolidated basis if it has Subsidiaries) represents at least 5% of the Bank Group Covenant Profit.

“Member State” means a member of the European Community.

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“Merger Event” means:

(a)the merger, amalgamation or consolidation of the Ultimate Parent, or any Holding Company or wholly-owned Subsidiary of the Ultimate Parent, with a Target or any Holding Company or wholly-owned Subsidiary of a Target which results in the Group and the Target Group forming one and the same group of companies;

(b)the acquisition by the Ultimate Parent, or any Holding Company or wholly-owned Subsidiary of the Ultimate Parent, of the total issued share capital of, a Target or any Holding Company or wholly-owned Subsidiary of a Target and which results in all or substantially all of the assets and business of the Target Group being acquired by, and forming a part of, the Group; or

(c)the acquisition by a Target or any Holding Company or wholly-owned Subsidiary of the Target of the total issued share capital of, the Ultimate Parent, or any Holding Company or wholly-owned Subsidiary of the Ultimate Parent and which results in all or substantially all of the assets and business of the Group being acquired by, and forming a part of, the Target Group,

and which the Borrower designates by written notice to the Facility Agent as the “Merger Event” for the purposes of this Agreement, provided that only one such designation may be permitted during the term of the Facilities.

“Merger Event Conditions” means, in relation to an Integrated Merger Event:

(a)either:

(i)the Borrower shall have satisfied each of the Merger Event Integration Tests as at close of business on the effective date of the Integrated Merger Event; or

(ii)the prior consent of an Instructing Group shall have been obtained to such Integrated Merger Event;

(b)save as permitted pursuant to the proviso to Clause 24.13 (Further Assurance), such members of the Target Group who are to become members of the Bank Group upon the Integrated Merger Event shall have acceded to this Agreement as Acceding Guarantors pursuant to Clause 26.1 (Acceding Guarantors), as are necessary to ensure that immediately following the Integrated Merger Event, the 95% Security Test would be satisfied, where the 95% Security Test is calculated by reference to the aggregate of (i) Bank Group Covenant Profit for the Financial Quarter ending on the most recent Quarter Date prior to the effective date of the Integrated Merger Event and (ii) Target Group Covenant Profit for the most recent quarter period ending on the date prior to the effective date of the Integrated Merger Event for which the most recent quarterly financial information is available for the Target Group; and

(c)the Security Trustee is granted first ranking security interests over (i) all or substantially all of the assets and undertakings of each Target Group Obligor (other than any asset which the security trustee or security agent in respect of the Target Group Financial Indebtedness or Target Group Refinancing Indebtedness has agreed may be excluded from the corresponding security documents granted or to be granted in respect of the Target Group Financial Indebtedness and/or Target Group Refinancing Indebtedness and which is in existence on and following the effective date of the Integrated Merger Event, or which the Security Trustee agrees may be excluded from such security (provided that the Security Trustee shall not agree to exclude any asset of a Target Group Obligor from such security where the net book value of such asset exceeds £3 million (or its equivalent in other currencies) without the prior consent of an Instructing Group (not to be unreasonably withheld or delayed)) on terms

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substantially similar to the relevant Security Documents executed by members of the Bank Group prior to such Integrated Merger Event; and (ii) all of the issued share capital of each Target Group Obligor from the prospective shareholders of such Target Group Obligor after the Integrated Merger Event, in each case, for the purposes of securing the guarantees given by each such Target Group Obligor under paragraph (b) above.

“Merger Event Integration Tests” means:

(a)the aggregate principal amount of any Target Group Financial Indebtedness and any Target Group Refinancing Indebtedness (without double counting) incurred on a senior secured basis and ranking pari passu with the obligations under this Agreement does not exceed £1,250,000,000 (or its equivalent in other currencies);

(b)there is no decrease in the credit ratings of the Facilities assigned by Standard and Poor’s and Moody’s to such debt (if any) immediately prior to the Integrated Merger Event and there is no change in outlook for such credit ratings;

(c)the Integrated Merger Senior Leverage Ratio does not exceed 2.95:1;

(d)	(i)	the Integrated Merger Trailing Debt Coverage Ratio shall not be less than the ratio set out in the table below opposite the Quarter Date immediately prior to the proposed effective date of the Integrated Merger Event; and
	(ii)	the Integrated Merger Projected Debt Coverage Ratio as at (A) the Quarter Date falling at the end of the first full Financial Quarter after the effective date of the Integrated Merger Event, and (B) as at each subsequent Quarter Date thereafter, shall be projected in the combined business plan of the Bank Group and Target Group to not be less than the ratio set forth in the table below opposite such Quarter Date, in each case, calculated on a rolling twelve month basis, provided that in respect of each Quarter Date falling at the end of each of the first three full Financial Quarters from the effective date of the Integrated Merger Event, such calculations shall be made on an annualised basis for the period between the Quarter Date at the beginning of the first full Financial Quarter arising after the Integrated Merger Event and ending on such Quarter Date;

Quarter Date	Ratio
30 June 2004	1.46	x
30 September 2004	1.42	x
31 December 2004	1.54	x
31 March 2005	1.52	x
30 June 2005	1.55	x
30 September 2005	1.51	x
31 December 2005	1.53	x
31 March 2006	1.46	x
30 June 2006	1.51	x
31 March 2008	1.45	x
30 June 2008	1.51	x
30 September 2008	1.34	x
31 December 2008	1.37	x
31 March 2009	1.37	x
30 June 2009	1.40	x
30 September 2009	1.50	x
31 December 2009	1.54	x
31 March 2010	1.57	x

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Quarter Date	Ratio
30 September 2006	1.43	x
31 December 2006	1.50	x
31 March 2007	1.42	x
30 June 2007	1.47	x
30 September 2007	1.43	x
31 December 2007	1.48	x
30 June 2010	1.61	x
30 September 2010	1.65	x
31 December 2010	1.69	x
31 March 2011 and thereafter	1.72	x

(e)subject to paragraph (f) below, the ratio of (i) the aggregate of (A) projected Consolidated Net Borrowings as of the close of business on the proposed effective date of the Integrated Merger Event plus (without double counting)(B) Pro Forma Target Group Debt (provided that for the purposes of calculating the aggregate figure for this sub-paragraph (i), if the aggregate of the Cash balances deducted from Consolidated Total Debt in arriving at Consolidated Net Borrowings is less than £200 million (or its equivalent in other currencies), an amount of cash and the value of any Cash Equivalent Investments held by the Target Group may be deducted from Pro Forma Target Group Debt, provided further that in no event may the aggregate of all such amounts deducted for the purposes of this sub-paragraph (i) exceed £200 million (or its equivalent in other currencies)), to (ii) the aggregate of (A) Bank Group Covenant Profit calculated on an annualised basis for the Semi-Annual Period ending on the Quarter Date of the Bank Group immediately prior to the proposed effective date of the Integrated Merger Event and (B) Target Group Covenant Profit calculated on an annualised basis for the Semi-Annual Period ending on the Quarter Date for the Target Group immediately prior to the proposed effective date of the Integrated Merger Event shall not be more than X (where X has the value indicated opposite the Quarter Date immediately prior to the proposed effective date of the Integrated Merger Event in the table set out in paragraph (d) to Clause 23.2 (Ratios) under the caption “Net Debt Leverage Ratio”);

(f)if:

(i)the Borrower has designated any Target Group Acquisition Indebtedness to be serviced from the Bank Group pursuant to a written notice delivered to the Facility Agent prior to the proposed effective date of the Integrated Merger Event; and/or

(ii) (A) the amount of Target Group Interim Indebtedness plus Target Group Financial Indebtedness included for the purposes of the Merger Event Integration Tests exceeds the amount of Target Group Financial Indebtedness as of the date of the Unintegrated Merger Event; and (B) during the period between the effective date of the Unintegrated Merger Event and the proposed effective date of the Integrated Merger Event, the Target Group has entered into or made acquisitions of businesses or investments in joint ventures outside the ordinary course of business (in each case excluding businesses or joint ventures acquired from or entered into with any other member of the Group and excluding acquisitions of assets made in exchange for similar assets) or paid any dividends or distributions to any member of the Group other than to another member of the Target Group or to a member of the Bank Group where the consideration paid, the investments contractually committed and the dividends and distributions paid in aggregate exceed £250 million (or its equivalent in other currencies),

26

then the provisions of paragraph (e) above shall not apply and in replacement thereof, the ratio of (i) the aggregate of (A) projected Consolidated Net Borrowings, as of the close of business on the proposed effective date of the Integrated Merger Event, calculated on a pro forma basis to include the aggregate principal amount of Target Group Acquisition Indebtedness to be serviced from the Bank Group plus (without double counting) (B) Pro Forma Target Group Debt (provided that for the purposes of calculating the aggregate figure for this sub-paragraph (i), if the aggregate of the Cash balances deducted from Consolidated Total Debt in arriving at Consolidated Net Borrowings is less than £200 million (or its equivalent in other currencies), an amount of cash and the value of Cash Equivalent Investments held by the Target Group may be deducted from Pro Forma Target Group Debt, provided further that in no event may the aggregate of all such amounts deducted for the purposes of this sub-paragraph (i) exceed £200 million (or its equivalent in other currencies)) to (ii) the aggregate of (A) Bank Group Covenant Profit calculated on an annualised basis for the Semi-Annual Period ending on the Quarter Date of the Bank Group immediately prior to the proposed effective date of the Integrated Merger Event and (B) Target Group Covenant Profit calculated on an annualised basis for the Semi-Annual Period ending on the Quarter Date for the Target Group immediately prior to the proposed effective date of the Integrated Merger Event, shall not be more than the ratio which is the higher of the following ratios:

(x)the ratio set forth in the table below opposite the Quarter Date immediately prior to the proposed effective date of the Integrated Merger Event; and

Quarter Date	Ratio
30 June 2004	4.40	x
30 September 2004	4.05	x
31 December 2004	3.60	x
31 March 2005	3.49	x
30 June 2005	3.45	x
30 September 2005	3.42	x
31 December 2005	3.37	x
31 March 2006	3.21	x
30 June 2006	3.12	x
30 September 2006	2.96	x
31 December 2006	2.90	x
31 March 2007	2.73	x
30 June 2007	2.66	x
30 September 2007	2.51	x
31 December 2007	2.46	x
31 March 2008	2.30	x
30 June 2008	2.27	x
30 September 2008	2.10	x
31 December 2008	2.08	x
31 March 2009	1.92	x
30 June 2009	1.88	x
30 September 2009	1.76	x
31 December 2009	1.75	x
31 March 2010	1.61	x
30 June 2010	1.59	x
30 September 2010	1.47	x
31 December 2010	1.47
31 March 2011 and thereafter	1.34	x

(y)the actual ratio of Consolidated Net Borrowings to Bank Group Covenant Profit for the Quarter Date immediately prior to the proposed effective date of the Integrated Merger Event calculated with respect to the Bank Group only (without including any

27

members of the Target Group) and in the manner set forth in paragraph (a) of Clause 23.2 (Ratios), provided that the ratio in this paragraph (y) shall in no event be higher than X (where X has the value indicated opposite the Quarter Date immediately prior to the proposed effective date of the Integrated Merger Event, in the table set out in paragraph (d) of Clause 23.2 (Ratios) under the caption “Net Debt Leverage Ratio”) and

(g)the ratio of (i) (A) Bank Group Covenant Profit calculated on an annualised basis for the Semi-Annual Period ending on the Quarter Date of the Bank Group immediately prior to the proposed effective date of the Integrated Merger Event plus (B) Target Group Covenant Profit calculated on an annualised basis for the Semi-Annual Period ending on the Quarter Date of the Target Group immediately prior to the proposed effective date of the Integrated Merger Event, to (ii) (A) Consolidated Total Net Cash Interest Payable calculated on an annualised basis for such Semi-Annual Period relating to the Bank Group (as constituted immediately prior to the effective date of the Integrated Merger Event) plus (without double counting) (B) Pro Forma Target Group Net Cash Interest Payable, calculated on an annualised basis for such Semi-Annual Period relating to the Target Group, shall be not less than Y (where Y has the value indicated opposite the Quarter Date immediately prior to the proposed effective date of the Integrated Merger Event in the table set out in paragraph (d) to Clause 23.2 (Ratios) under the caption “Net Interest Coverage Ratio”)),

provided that:

(i)no Target Group Financial Indebtedness or Target Group Refinancing Indebtedness which is to be repaid by close of business on the proposed effective date of the Integrated Merger Event (or any amounts of Interest payable thereon) shall be taken into account in assessing compliance with any of the tests set out in this definition; and

(ii)for the purposes of assessing satisfaction with the Merger Event Integration Tests and the Merger Event Conditions, the calculations relating to the trailing Target Group Cash Flow and Target Group Covenant Profit shall be by reference to the financial information for Target Group for the relevant period, adjusted for GAAP and to reflect the accounting policies, practices and procedures of the Bank Group then in effect in accordance with Clause 22.1 (Financial Information).

“Moody’s” means Moody’s Investor Services, Inc. or any successor thereof.

“Necessary Authorisations” means all Authorisations (including Environmental Licences and any Authorisations issued pursuant to or any deemed Authorisations under any Statutory Requirements) of any person including any government or other regulatory authority required by applicable Law to enable it to:

(a)lawfully enter into and perform its obligations under the Finance Documents to which it is party;

(b)ensure the legality, validity, enforceability or admissibility in evidence in England and, if different, its jurisdiction of incorporation or establishment, of such Finance Documents to which it is party; and

(c)carry on its business from time to time.

“Net Proceeds” means:

(a)any cash proceeds received by any member of the Bank Group (including, when received, any cash proceeds received by way of deferred instalment of purchase price or from the sale of

28

Cash Equivalent Investments or Marketable Securities acquired by any member of the Bank Group in consideration for any disposal as contemplated under Clause 25.6 (Disposals)) in connection with the sale, transfer, lease, surrender, loan or other disposal of an asset by any member of the Bank Group after deducting:

(i)all taxes paid or reasonably estimated by the Borrower to be payable as a result of that disposal;

(ii)all reasonable fees, commissions costs and expenses incurred by any member of the Bank Group in arranging or effecting that disposal; and

(iii)any cash proceeds which are to be applied towards discharging any Encumbrance over such asset; and

(b)the cash proceeds received by any member of the Bank Group of any claim for loss or destruction of or damage to the property of a member of the Bank Group under any insurance policy after deducting any such proceeds relating to the third party claims which are applied towards meeting such claims and any reasonable costs incurred in recovering the same.

“Non-Bank Group Serviceable Debt” means:

(a)Financial Indebtedness arising under the High Yield Notes and any High Yield Refinancings;

(b)upon the occurrence of an Integrated Merger Event, and subject to satisfaction of the test set out in paragraph (f) of the definition of “Merger Event Integration Tests”, any Target Group Acquisition Indebtedness and at any time thereafter, any Target Group Acquisition Refinancing Indebtedness which, in any case, the Borrower has designated as Non-Bank Group Serviceable Debt by notice in writing to the Facility Agent delivered not less than 5 Business Days’ prior to the Integrated Merger Event or the incurrence of the Target Group Acquisition Refinancing Indebtedness, as the case may be;

(c)upon the occurrence of a Merger Event or if later, at the time such Financial Indebtedness was incurred, any Target Group Financial Indebtedness and any Target Group Refinancing Indebtedness which the Borrower has designated as Non-Bank Group Serviceable Debt by notice in writing to the Facility Agent delivered not less than 5 Business Days’ prior to the Merger Event or the incurrence of such Financial Indebtedness, as the case may be;

(d)upon or at any time after an Integrated Merger Event, any Post Merger Target Group Refinancing which the Borrower has designated as Non-Bank Group Serviceable Debt by notice in writing to the Facility Agent delivered not less than 5 Business Days’ prior to the incurrence of such Post Merger Target Group Refinancing; and

(e)any Financial Indebtedness not described in paragraphs (a) to (d) above which is raised by any member of the Group which is not a member of the Bank Group, (i) where the Borrower has provided not less than 5 Business Days’ prior written notice to the Facility Agent designating such Financial Indebtedness as Non-Bank Group Serviceable Debt, and (ii) the proceeds of which are contributed into the Bank Group in accordance with the provisions of Clause 24.16 (Contributions to the Bank Group),

in the case of paragraphs (b), (c), (d) and (e), to the extent only of the principal amounts so designated at the relevant time and provided that any Non-Bank Group Serviceable Debt shall thereafter at all times remain Non-Bank Group Serviceable Debt.

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“NTL South Herts” means NTL (South Hertfordshire) Limited (formerly known as Cable & Wireless Communications (South Hertfordshire) Limited), a company incorporated in England & Wales with registered number 2401044.

“Obligors” means the Borrower, the Original Guarantors and any Acceding Guarantors (including, following an Integrated Merger Event, the Target Group Obligors) and “Obligor” means any of them.

“Obligors’ Agent” means the Borrower in its capacity as agent for Cableco and the Obligors, pursuant to Clause 31.17 (Obligors’ Agent).

“Optional Currency” means, in relation to any Advance, any currency other than euro, Dollars and Sterling which:

(a)is readily available to banks in the London interbank market, and is freely convertible into Sterling on the Quotation Date and the Utilisation Date for the relevant Advance; and

(b)has been approved by the Facility Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Facility Agent of the relevant Utilisation Request.

“Original Financial Statements” means the audited consolidated financial statements of the Group for the financial year ended 31 December 2003.

“Original Guarantor” means each of the companies listed in Part 1 of Schedule 2 (The Original Guarantors), each of which shall accede to this Agreement on or prior to the Closing Date.

“Original Obligors” means the Borrower and the Original Guarantors.

“Outstanding L/C Amount” means:

(a)each sum paid or payable by an L/C Bank to a Beneficiary pursuant to the terms of a Documentary Credit; and

(b)all liabilities, costs (including, without limitation, any costs incurred in funding any amount which falls due from an L/C Bank under a Documentary Credit), claims, losses and expenses which an L/C Bank (or any of the Indemnifying Lenders) incurs or sustains in connection with a Documentary Credit,

in each case which has not been reimbursed or in respect of which cash cover has not been provided by or on behalf of the Borrower.

“Outstandings” means, at any time, the Term Facility Outstandings, the Revolving Facility Outstandings and any Ancillary Facility Outstandings.

“Parent Intercompany Debt” means any Indebtedness owed by the Borrower to Cableco from time to time, including without limitation, arising under the Parent Intercompany Loan Agreements or any convertible unsecured loan stock issued by the Borrower to Cableco and which is subordinated to the Facilities pursuant to the terms of the HYD Intercreditor Agreement.

“Parent Intercompany Loan Agreements” means:

(a)           the loan agreements dated 7 November 2003, 28 November 2003 and 9 January 2004; and

(b)           any subsequent loan agreements,

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in each case, made between Cableco and the Borrower (but in the case of the agreements referred to in paragraph (a) originally made between the Borrower and NTL Communications Limited) relating to the Parent Intercompany Debt.

“Pari Passu Intercreditor Agreement” means (a) the intercreditor agreement to be dated on or about the effective date of an Integrated Merger Event, entered into between certain of the Obligors, certain members of the Target Group, certain of the Finance Parties and certain other parties for the purpose of allowing, upon and following an Integrated Merger Event, up to £1,250,000,000 (or its equivalent in other currencies) in aggregate principal amount of the Target Group Financial Indebtedness and any Target Group Refinancing Indebtedness to be incurred on a senior secured basis ranking pari passu with all amounts outstanding under the Facilities, the form of which is set out in Schedule 14 (Pro Forma Pari Passu Intercreditor Agreement) or (b) to the extent that any Post Merger Target Group Refinancing occurs to refinance any of the Target Group Financial Indebtedness and/or Target Group Refinancing Indebtedness referred to in paragraph (a) in a manner which is not prohibited by this Agreement, the intercreditor agreement entered into on substantially similar terms to the intercreditor agreement referred to in paragraph (a) in connection with such Post Merger Target Group Refinancing.

“Participating Member State” means any member of the European Community that at the relevant time has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Permitted Auditors” means any of Pricewaterhouse Coopers, Ernst & Young, Deloitte & Touche or KPMG or any of their respective successors or any other internationally recognised firm of accountants.

“Permitted Capital Expenditure” has the meaning ascribed to it in Clause 23.3 (Permitted Capital Expenditure).

“Permitted Holders” shall mean any person who, together with any of its Affiliates, holds 5% or more of the outstanding capital stock of the Ultimate Parent on the date of this Agreement (as such persons are set out in the Offering Memorandum distributed in respect of the High Yield Notes) and any Affiliates of such person from time to time.

“Permitted Payments” means:

(a)the payment of any dividend, payment, loan or other distribution, or the repayment of a loan or the redemption of loan stock or redeemable equity:

(i)            to implement any part of Separation;

(ii)made, at any time, to fund the payment of corporate expenses (including taxes and the buy back of stock from employees) by any member of the Group the aggregate amount of such payments being no greater than £30 million per annum (or its equivalent in other currencies) or following an Integrated Merger Event, being no greater than £50 million per annum (or its equivalent in other currencies), of which no more than £2 million per annum (or its equivalent in other currencies) may be incurred in the buy back of stock from employees; or

(iii)to the extent that any amounts constituting proceeds of the High Yield Offering are contributed to the Borrower on or before the Closing Date pursuant to paragraph 8(c) of Part 1 to Schedule 4 (Conditions Precedent to First Utilisation) (the “High Yield Contributed Amount”), one or more payments to or on behalf of Cableco which in aggregate do not exceed the High Yield Contributed Amount, in order to satisfy the reasonable costs and expenses incurred by Cableco and any other member of the

31

Group (other than any member of the Bank Group) in connection with the High Yield Offering, the termination of the Existing Senior Credit Facilities Agreement and the Finance Documents, and/or for the purposes of ensuring that the issuer of the Diamond Notes shall have sufficient funds to repay the Diamond Notes in full, as contemplated by Clause 3.2 (Conditions subsequent relating to Diamond Sub-Group and Triangle Sub-Group);

(b)the payment of any dividend, payment, loan or other distribution, or the repayment of a loan, or the redemption of loan stock or redeemable equity, in each case, which is required in order to facilitate the making of payments by any member of the Group required pursuant to:

(i)the terms of the Finance Documents;

(ii)upon and following the occurrence of a Merger Event and only if and to the extent the Borrower shall have designated such Financial Indebtedness as Non-Bank Group Serviceable Debt, the terms of any Target Group Financial Indebtedness, any Target Group Refinancing Indebtedness and any Post Merger Target Group Refinancing;

(iii)the terms of the High Yield Notes and any High Yield Refinancings (or in each case, any guarantee of the obligations thereunder), to the extent such payment is permitted by the terms of the HYD Intercreditor Agreement, other than any payments in relation to any fees, costs, expenses, commissions or other payments required to be made in respect of any amendment, consent or waiver in respect of the High Yield Notes or any such High Yield Refinancings (or in each case, any guarantee of the obligations thereunder);

(iv)upon and following an Integrated Merger Event, subject to satisfaction of the test set out in paragraph (f) of the definition of “Merger Event Integration Tests” and only if and to the extent that the Borrower shall have designated such Financial Indebtedness as Non-Bank Group Serviceable Debt, the terms of any Target Group Acquisition Indebtedness, and at any time thereafter, the terms of any Target Group Acquisition Refinancing Indebtedness;

(v)the terms of any agreements for Financial Indebtedness which constitutes Non-Bank Group Serviceable Debt falling within paragraph (e) of the definition thereof;

(vi)any Hedging Agreement entered into by a member of the Group relating to currency or interest rate hedging of Financial Indebtedness referred to in sub-paragraphs (i) to (v) above and which is not entered into for investment or speculative purposes; or

(vii)the terms of any Subordinated Funding within the meaning of paragraphs (a), (c), (f)(i) or (f)(iii) of the definition thereof, to the extent required to facilitate any Permitted Payments allowed under sub-paragraphs (i) to (vi) above,

where, in the case of sub-paragraphs (i) to (vi), the payment under the relevant indebtedness or obligation referred to therein has fallen due or will fall due within five Business Days of such Permitted Payment being made;

(c)payments made to Cableco or NTL Communications Limited in respect of amounts owing under loans granted to any member of the Bank Group by way of Subordinated Funding, provided that:

(i)an amount equal to such payment is re-invested by Cableco or NTL Communications Limited into a member of the Bank Group subject to or potentially liable to US Federal Income Taxes or whose members or shareholders are liable or potentially

32

liable to US Federal Income Taxes in respect of its net income or profits, immediately after such payment;

(ii)the aggregate principal amount of such payments and re-invested amounts on any day does not exceed £25 million (or its equivalent in other currencies); and

(iii)to the extent any such payments are made in cash, any re-invested amounts are also made in cash;

(d)any payment of any dividend, payment, loan or other distribution, or the repayment of a loan, or the redemption of loan stock or redeemable equity made pursuant to an Asset Passthrough or a Funding Passthrough, in each case, funded solely from cash generated by entities outside of the Bank Group; or

(e)any payment of any dividend, payment, loan or other distribution, or the repayment of a loan, or the redemption of loan stock or redeemable equity made out of proceeds of an Asset Adjustment Payment referred to in paragraph (b) of the definition thereof received by a member of the Bank Group,

provided that notwithstanding any of the foregoing, no dividends, payments, loans, distributions, repayments or redemption shall be permitted in respect of any loans which constitute Equity Equivalent Funding.

“Post Merger Target Group Refinancing” means any Financial Indebtedness incurred at any time after an Integrated Merger Event (other than Target Group Refinancing Indebtedness), for the purposes of refinancing any Target Group Financial Indebtedness or any Target Group Refinancing Indebtedness, including any Financial Indebtedness incurred for the purpose of the payment of all principal, interest, fees, expenses, commissions, make-whole and any other contractual premium payable which is not inconsistent with standard market practice, in respect of such refinancing and any reasonable fees, costs and expenses incurred in connection with such refinancing, and in respect of which the following terms will apply:

(a)the final maturity date or redemption of such refinancing occurs after the scheduled final maturity date or redemption date of the Target Group Financial Indebtedness or the Target Group Refinancing Indebtedness being refinanced;

(b)the average life of the Post Merger Target Group Refinancing is longer than the remaining average life of the Target Group Financial Indebtedness or the Target Group Refinancing Indebtedness being refinanced at the time of such refinancing;

(c)taking into account any hedging arrangements for the principal and interest on the Post Merger Target Group Refinancing, the interest rate per annum payable in cash on the Post Merger Target Group Refinancing or in the case of a floating rate loan, the applicable margin, shall not exceed the interest payable in cash, or as the case may be, the applicable margin, on the Target Group Financial Indebtedness or any Target Group Refinancing Indebtedness which is being refinanced; and

(d)such Post Merger Target Group Refinancing is raised by (i) any member of the Bank Group provided that such Post Merger Target Group Refinancing is not (in the reasonable opinion of the Facility Agent having taken legal advice from counsel where appropriate) raised at a level which is structurally superior to the level at which the Target Group Financial Indebtedness or Target Group Refinancing Indebtedness being refinanced was raised or (ii) any other member of the Group which is not a member of the Bank Group.

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“Principal Separation” means the transfers of the Designated Core Business and the Designated Broadcast Business (as such terms are defined in the Separation Memorandum) as contemplated by Parts 4 and 5 respectively of the Separation Memorandum and the implementation of arrangements for Shared Assets (as such term is defined in the Separation Memorandum) as contemplated by Part 6 of the Separation Memorandum, in each case, on substantially the terms set out in the Separation Memorandum (or on such other terms as may be approved by the Facility Agent acting on the instructions of an Instructing Group).

“Pro Forma Debt Service of Target” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

 “Pro Forma Target Group Debt” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Pro Forma Target Group Net Cash Interest Payable” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

 “Pro Forma Target Group Senior Debt” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Project Company” means a Subsidiary of a company (or a person in which such company has an interest) which has a special purpose and whose creditors have no recourse to any member of the Bank Group in respect of Financial Indebtedness of that Subsidiary or person, as the case may be, or any of such Subsidiary’s or person’s Subsidiaries (other than recourse to such member of the Bank Group who had granted an Encumbrance over its shares or other interests in such Project Company beneficially owned by it provided that such recourse is limited to an enforcement of such an Encumbrance).

“Proportion” in relation to a Lender, means:

(a)in relation to an Advance to be made under this Agreement, the proportion borne by such Lender’s Available Commitment in respect of the relevant Facility to the relevant Available Facility;

(b)in relation to an Advance or Advances outstanding under this Agreement, the proportion borne by such Lender’s share of the Sterling Amount of such Advance or Advances to the total Sterling Amount thereof;

(c)if paragraph (a) does not apply and there are no Outstandings, the proportion borne by the aggregate of such Lender’s Available Commitment to the Available Facilities (or if the Available Facilities are then zero, by its Available Commitment to the Available Facilities immediately prior to their reduction to zero); and

(d)if paragraph (b) does not apply and there are any Outstandings, the proportion borne by such Lender’s share of the Sterling Amount of the Outstandings to the Sterling Amount of all the Outstandings for the time being.

“Protected Party” means a Finance Party or any Affiliate of a Finance Party which is or will be, subject to any Tax Liability in relation to any amount payable under or in relation to a Finance Document.

“Qualifying Lender” means in relation to a payment of interest on a participation in an Advance to the Borrower, a Lender which is:

(a)a UK Bank Lender;

34

(b)a Treaty Lender; or

(c)a UK Non-Bank Lender.

“Quarter Date” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Quotation Date” means, in relation to any currency and any period for which an interest rate is to be determined:

(a)if the relevant currency is Sterling, the first day of that period;

(b)if the relevant currency is euro, 2 TARGET Days before the first day of that period; or

(c)in relation to any other currency, 2 Business Days before the first day of that period,

provided that if market practice differs in the Relevant Interbank Market for a currency, the Quotation Date for that currency will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Date will be the last of those days).

“Reference Banks” means the principal London offices of Credit Suisse First Boston, Deutsche Bank AG and Barclays Bank PLC or such other bank or banks as may be appointed as such by the Facility Agent after consultation with the Borrower.

“Relevant Interbank Market” means, in relation to euro, the European Interbank Market and in relation to any other currency, the London interbank market therefor.

“Relevant Page” means the page of the Reuters or Telerate screen on which is displayed in relation to LIBOR, BBA LIBOR for the relevant currency, or, in relation to EURIBOR, the European offered rates for euro, or, if such page or service shall cease to be available, such other page or service which displays the London interbank offered rates for the relevant currency as the Facility Agent, after consultation with the Lenders and the Borrower, shall select.

“Relevant Tax Jurisdiction” means:

(a)the United Kingdom, in relation to the Borrower; and

(b)any jurisdiction in which any person is liable to tax by reason of its domicile, residence, place of management or other similar criteria (but not any jurisdiction in respect of which that person is liable to tax by reason only of its having a source of income in that jurisdiction).

“Renewal Request” means, in relation to a Documentary Credit, a Utilisation Request therefor, in respect of which the proposed Utilisation Date stated in it is the Expiry Date of an existing Documentary Credit and the proposed Sterling Amount is the same or less than the Sterling Amount of that existing Documentary Credit.

“Repayment Date” means:

(a)in relation to any Revolving Facility Advance, the last day of its Term; and

(b)in respect of the Term Facility Outstandings, each of the dates specified in Clause 9 (Repayment of Term Facility Outstandings) as a Repayment Date in respect of the relevant Term Facility Outstandings,

35

provided that if any such day is not a Business Day in the relevant jurisdiction for payment, the Repayment Date will be the next succeeding Business Day in the then current calendar month (if there is one) or the preceding Business Day (if there is not).

“Repayment Instalment” means, in respect of the Term Facility Outstandings, the amounts required to be paid by way of repayment on each Repayment Date, as specified in Clause 9 (Repayment of Term Facility Outstandings).

“Repeating Representations” means the representations and warranties set out in Clauses 21.1 (Due Organisation), 21.4 (No Immunity), 21.5 (Governing Law and Judgments), 21.6 (All Actions Taken), 21.8 (Binding Obligations), 21.17 (Execution of Finance Documents), paragraphs (a), (b) and (c) of 21.18 (Group Structure), 21.26 (Investment Company Act), 21.27 (Public Utility Holding Company Act) and 21.29 (Centre of Main Interests).

“Reservations” means:

(a)the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors, the time barring of claims under any applicable law, the possibility that an undertaking to assume liability for or to indemnify against non-payment of any stamp duty or other tax may be void, defences of set-off or counterclaim and similar principles;

(b)anything analogous to any of the matters set out in paragraph (a) above under any laws of any applicable jurisdiction;

(c)the reservations in or anything disclosed by any of the Legal Opinions;

(d)any circumstance arising through a failure to obtain any consent from the lenders under the Existing Senior Credit Facilities Agreement to (i) the execution of the Finance Documents, (ii) the exercise of any rights or the performance of any obligations under the Finance Documents or (iii) the application of the proceeds of the High Yield Notes in a manner which is contrary to the Existing Senior Credit Facilities Agreement, or (iv) any other matter contemplated by the Finance Documents; and

(e)any circumstance arising through a failure to obtain any consent from any lessor, licensor or other counterparty whose consent is required to the grant of any Security over any lease, licence or other agreement or contract on or before the execution of a Security Document.

“Restricted Guarantors” means each of the Original Guarantors listed in Part 2 of Schedule 2 (The Restricted Guarantors) and any other Guarantor that accedes to this Agreement pursuant to Clause 26.1 (Acceding Guarantors), in each case, which is subject to or potentially liable to US Federal Income Taxes or whose members or shareholders are liable or potentially liable to US Federal Income Taxes in respect of its net income or profit.

“Revolving Facility” means the revolving loan facility (including any Ancillary Facility and the Documentary Credit facility) granted to the Borrower pursuant to Clause 2.1(a) (The Facilities).

“Revolving Facility Advance” means an advance (including a Rollover Advance) as from time to time reduced by repayment made or to be made by the Lenders under the Revolving Facility (but excluding for the purposes of this definition, any utilisation of the Revolving Facility by way of Ancillary Facility or Documentary Credit).

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“Revolving Facility Commitment” means, in relation to a Lender at any time, and save as otherwise provided in this Agreement, the amount set opposite its name in the relevant column of Schedule 1 (Lenders and Commitments) or as specified in the Transfer Deed pursuant to which such Lender becomes a party to this Agreement less the Ancillary Facility Commitment (if any) of such Lender.

“Revolving Facility Margin” means, in relation to Revolving Facility Advances and subject to Clause 13.3 (Margin Ratchet for Revolving Facility Advances), 2.25% per annum.

“Revolving Facility Outstandings” means, at any time, the aggregate outstanding amount of each Revolving Facility Advance and of each Outstanding L/C Amount.

“Rollover Advance” means a Rollover Advance as defined in Clause 8.2 (Rollover Advances).

“Security” means the Encumbrances created or purported to be created pursuant to the Security Documents.

“Security Documents” means:

(a)each of the Initial Security Documents and the Subsequent Security Documents;

(b)any security documents required to be delivered by an Acceding Guarantor pursuant to Clause 26.1 (Acceding Guarantors);

(c)in relation to any Integrated Merger Event, any security documents granted in favour of the Security Trustee by any member of the Target Group pursuant to the Merger Event Conditions;

(d)any other document executed at any time by any member of the Group conferring or evidencing any Encumbrance for or in respect of any of the obligations of the Obligors under this Agreement whether or not specifically required by this Agreement; and

(e)any other document executed at any time pursuant to Clause 24.13 (Further Assurance) or any similar covenant in any of the Security Documents referred to in paragraph (a) to (d) above.

“Semi-Annual Period” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Separation” means the Principal Separation and any transfers of assets, liabilities or other arrangements necessary in order to implement and give effect to the Principal Separation (whether the same occur before, on or after Principal Separation).

“Separation Memorandum” means that memorandum entitled “NTL Broadcast Separation Memorandum” dated 24March 2004 relating to the separation of the Broadcast Business and prepared by Messrs. Travers Smith Braithwaite as set out in the Annex (Separation Memorandum), as such memorandum may be amended and supplemented from time to time in a manner satisfactory to the Facility Agent (acting on the instructions of an Instructing Group).

 “Standard & Poor’s” means Standard & Poor’s Ratings Group or any successor thereof.

“Statutory Requirements” means any applicable provision or requirement of any Act of Parliament (including without limitation, the Communications Act 2003 and the Broadcasting Acts 1990 and 1996) or any instrument, rule or order made under any Act of Parliament or any regulation or by-law of any local or other competent authority or any statutory undertaking or statutory company which has jurisdiction in relation to the carrying out, use, occupation, operation of the properties or the businesses of any member of the Bank Group carried out thereon.

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“Sterling Amount” means at any time:

(a)in relation to an Advance, the amount specified in the Utilisation Request for that Advance as adjusted, if necessary, in accordance with the terms of this Agreement and to reflect any repayment, consolidation or division of that Advance;

(b)in relation to a Documentary Credit, (i) if such Documentary Credit is denominated in Sterling, the Outstanding L/C Amount in relation to it at such time or (ii) if such Documentary Credit is not denominated in Sterling, the equivalent in Sterling of the Outstanding L/C Amount at such time, calculated as at the later of (1) the date which falls 2 Business Days before its issue date or any renewal date or (2) the date of any revaluation pursuant to Clause 5.3 (Revaluation of Documentary Credits);

(c)in relation to any Ancillary Facility granted by a Lender, the amount of its Revolving Facility Commitment converted to provide its Ancillary Facility Commitment as at the time of such conversion; and

(d)in relation to any Outstandings, the aggregate of the Sterling Amounts (calculated in accordance with paragraphs (a), (b) and (c) above) of each outstanding Advance and/or Outstanding L/C Amount, made under the relevant Facility or Facilities (as the case may be) and/or in relation to Ancillary Facility Outstandings, (i) if such Outstandings are denominated in Sterling, the aggregate amount of it at such time and (ii) if such Outstandings are not denominated in Sterling, the equivalent in Sterling of the aggregate amount of it at such time.

“Subordinated Funding” means any loan made to any Obligor by any member of the Group or after Principal Separation, any member of the Broadcast Group, that is not an Obligor which:

(a)constitutes Parent Intercompany Debt;

(b)is an intercompany loan arising under the arrangements referred to in paragraph (c) of the definition of “Permitted Payments”;

(c)is an intercompany loan existing as at the date of this Agreement (including any inter-company loan the benefit of which has, at any time after the date of this agreement, been assigned to any other member of the Group, or after Principal Separation, any member of the Broadcast Group where such assignment is not otherwise prohibited by this Agreement);

(d)is an intercompany loan arising out of, or in connection with, Separation (or any part of it) which is owed by a member of the Core Group to a member of the Broadcast Group for so long as it remains a Subsidiary of the Ultimate Parent, and which constitutes Equity Equivalent Funding;

(e)constitutes Equity Equivalent Funding; or

(f)in circumstances where, upon and following an Integrated Merger Event, the members of the Target Group do not constitute Subsidiaries of the Borrower:

(i)constitutes a loan made by a member of the Group which is not an Obligor to a Target Group Obligor which exists as at the effective date of the Integrated Merger Event;

(ii)constitutes Equity Equivalent Funding; or

(iii)is made by a Bank Holdco to Target and which may or may not thereafter be contributed into or invested in the Target Group,

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provided that, in the case of paragraphs (b), (c), (d), (e) and (f), the relevant debtor and creditor are party to the Group Intercreditor Agreement as an Intergroup Debtor or Intergroup Creditor (as such terms are defined in the Group Intercreditor Agreement), respectively, or where the relevant debtor and creditor are party to such other subordination arrangements as may be satisfactory to the Facility Agent, acting reasonably.

“Subsequent Security Documents” means the security documents listed in Part 4 of Schedule 4 (Conditions Subsequent Documents).

“Subsidiary” of a company shall be construed as a reference to:

(a)any company:

(i)more than 50% of the issued share capital of which is beneficially owned, directly or indirectly, by the first-mentioned company; or

(ii)where the first-mentioned company has the right or ability to control directly or indirectly the affairs or the composition of the board of directors (or equivalent of it) of such company; or

(iii)which is a Subsidiary of another Subsidiary of the first-mentioned company; or

(b)for the purposes of Clause 22 (Financial Information) and Clause 23 (Financial Condition) and any provision of this Agreement where the financial terms defined in Clause 23 (Financial Condition) are used,  any legal entity which is accounted for under applicable GAAP as a Subsidiary of the first-mentioned company.

“Successful Syndication” has the meaning given to it in the Commitment Letter.

“Syndication Date” means the date specified by the Mandated Lead Arrangers (and notified to the Facility Agent and the Borrower) as the day on which Successful Syndication has occurred.

“Target” means a person whose principal area of business is substantially the Group Business (or any part of it) and whose operations are based predominantly in the United Kingdom.

“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments in euro.

“Target Group” means Target (or to the extent applicable, any Holding Company of the Target) and its Subsidiaries as at the date on which the Merger Event has or is deemed to have occurred and thereafter shall mean, Target (or to the extent applicable, any Holding Company of the Target) and its Subsidiaries from time to time.

“Target Group Acquisition Indebtedness” means any Financial Indebtedness raised by any member of the Group (other than a member of the Bank Group) the proceeds of which have been or are to be used to finance the acquisition of the Target Group and any reasonable fees, costs and expenses incurred in relation to the same.

“Target Group Acquisition Refinancing Indebtedness” means any Financial Indebtedness incurred by any member of the Group (other than a member of the Bank Group) to refinance all or any part of the Target Group Acquisition Indebtedness, including any Financial Indebtedness incurred for the purpose of the payment of all principal, interest, fees, expenses, commissions, make-whole and any other contractual premium payable in respect thereof which is not inconsistent with standard market practice, in respect of such refinancing and any reasonable fees , costs and expenses incurred in connection with such refinancing, and in respect of which the following terms apply:

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(a)the final maturity date or redemption of such refinancing occurs after the scheduled final maturity date or redemption date of the Target Group Acquisition Indebtedness being refinanced;

(b)the average life of the Target Group Acquisition Refinancing Indebtedness is longer than the remaining average life of the Target Group Acquisition Indebtedness being refinanced at the time of such refinancing;

(c)taking into account any hedging arrangements for the principal and interest on the Target Group Acquisition Refinancing Indebtedness, the interest rate per annum payable in cash, or in the case of a floating rate loan, the applicable margin, on such Target Group Acquisition Refinancing Indebtedness shall not exceed the interest payable in cash, or as the case may be, the applicable margin, on Target Group Acquisition Indebtedness which is being refinanced; and

(d)such Target Group Acquisition Refinancing Indebtedness is structurally subordinated to the Facilities.

“Target Group Cash Flow” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Target Group Consolidated Revenues” means, in respect of any period, the consolidated revenues for the Target Group for that period as evidenced by the financial statements of the Target Group for such period.

“Target Group Covenant Profit” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Target Group Financial Indebtedness” means:

(a)Financial Indebtedness of the Target Group existing as at the date on which a Merger Event has or is deemed to have occurred to the extent not incurred in contemplation of the Merger Event; and

(b)Financial Indebtedness constituting Target Group Interim Indebtedness,

but excluding any Financial Indebtedness owed by one member of the Target Group to another member of the Target Group and following an Integrated Merger Event, any Financial Indebtedness owed by one member of the Target Group to a member of the Bank Group, any Financial Indebtedness constituted by guarantees of the Facilities and any Subordinated Funding.

“Target Group Interim Indebtedness” means Financial Indebtedness incurred by the Target Group between the effective date of an Unintegrated Merger Event and the effective date of an Integrated Merger Event.

“Target Group Obligors” means any member of the Target Group that becomes an Obligor under this Agreement, pursuant to the provisions of Clause 26.1 (Acceding Guarantors).

“Target Group Refinancing Indebtedness” means any Financial Indebtedness incurred at any time prior to an Integrated Merger Event by any member of the Group other than a member of the Bank Group or upon or immediately following an Integrated Merger Event, incurred by any member of the Group (other than any member of the Bank Group which was also a member of the Bank Group immediately prior to the Integrated Merger Event), in each case, to refinance all or any part of the Target Group Financial Indebtedness, including any Financial Indebtedness incurred for the purpose of the payment of all principal, interest, fees, expenses, commissions, make-whole and any other contractual premium payable in respect thereof which is not inconsistent with standard market

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practice, in respect of such Target Group Financial Indebtedness and any reasonable fees, costs and expenses incurred in connection with such refinancing.

“Target Group Senior Debt” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

“Tax Credit” means a credit against, relief or remission for, or repayment of any tax.

“Tax Deduction” means a deduction or withholding for or on account of tax from a payment made or to be made under a Finance Document.

“Taxes Act” means the Income and Corporation Taxes Act 1988.

“Tax Liability” has the meaning set out in paragraph (e) of Clause 17.2 (Tax Indemnity).

“Tax Payment” means the increase in any payment made by an Obligor to a Finance Party under paragraph (c) of Clause 17.1 (Tax Gross-up) or any amount payable under paragraph (d) of Clause 17.1 (Tax Gross-up) or under Clause 17.2 (Tax Indemnity).

“Term” means:

(a)in relation to a Revolving Facility Advance, the period for which such Advance is borrowed as specified in the relevant Utilisation Request; and

(b)in relation to any Documentary Credit, the period from the date of its issue until its Expiry Date.

“Term Facilities” means the A Facility or the B Facility and “Term Facility” means either of them, as the context may require.

“Term Facility Advance” means any A Facility Advance or a B Facility Advance and “Term Facility Advances” shall be construed accordingly.

“Term Facility Outstandings” means, at any time, the aggregate of the A Facility Outstandings and the B Facility Outstandings at such time.

“Termination Date” means:

(a)in relation to the Revolving Facility, the date which is 30 days prior to the Final Maturity Date in respect of the Revolving Facility;

(b)in relation to each Term Facility, the date falling 30 days after the date of this Agreement; and

(c)in relation to each Ancillary Facility the date which is specified as such in the applicable Ancillary Facility Documents provided such date shall not be later than the Termination Date in respect of the Revolving Facility.

“Transaction Agreement” means the restated agreement dated as of 26 July 1999 between Bell Atlantic Corporation, Cable & Wireless, CWC and NTL Europe Inc (as amended from time to time).

“Transfer Date” means, in relation to any Transfer Deed, the effective date of such transfer as specified in such Transfer Deed.

“Transfer Deed” means a duly completed deed of transfer and accession in the form set out in Schedule 3 (Form of Deed of Transfer and Accession) which has been executed as a deed by a Lender and a Transferee whereby such Lender seeks to transfer to such Transferee all or a part of such Lender’s rights, benefits and obligations under this Agreement as contemplated in Clause 38

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(Assignments and Transfers) and such Transferee agrees to accept such transfer and to be bound by this Agreement and to accede to the HYD Intercreditor Agreement, the Group Intercreditor Agreement and, if applicable, the Pari Passu Intercreditor Agreement.

“Transferee” means a bank or other institution to which a Lender seeks to transfer all or part of its rights, benefits and obligations under this Agreement pursuant to and in accordance with Clause 38 (Assignments and Transfers).

“Treaty Lender” means in relation to a payment of interest on an Advance to the Borrower, a Lender which is entitled to claim full relief from liability to taxation otherwise imposed by the Borrower’s Relevant Tax Jurisdiction (in relation to that Lender’s participation in Advances made to the Borrower) on interest under a Double Taxation Treaty and which does not carry on business in that Relevant Tax Jurisdiction through a permanent establishment with which that Lender’s participation in that Advance is effectively connected and, in relation to any payment of interest on any Advance made by that Lender, such Obligor has received notification in writing from the Board of the Inland Revenue authorising such Obligor to pay interest on such Advances without any Tax Deduction.

“Triangle Notes” means the 11.2% senior discount debentures due 2007 issued by NTL (Triangle) LLC (formerly known as Comcast UK Cable Partners Limited).

“Triangle Sub-Group” means NTL (Triangle) LLC (for so long as it remains a member of the Group) and its Subsidiaries from time to time.  For information purposes only, members of the Triangle Sub-Group as at the date of this Agreement are set out in Part 3 of Schedule 9 (Members of the Triangle Sub-Group).

“UK Bank Lender” means, in relation to a payment of interest on a participation in an Advance to the Borrower, a Lender which is beneficially entitled to and within the charge to United Kingdom corporation tax as regards that payment and (a) if the participation in that Advance was made by it, is a Lender which is a “bank” (as defined for the purposes of section 349 of the Taxes Act in section 840A of the Taxes Act) or (b) if the participation in that Advance was made by a different person, such person was a “bank” (as defined for the purposes of section 349 of the Taxes Act in section 840A of the Taxes Act) at the time that Advance was made.

“UK Non-Bank Lender” means, in relation to a payment of interest on an Advance to the Borrower:

(a)a Lender which is beneficially entitled to the income in respect of which that payment is made and is a UK Resident company (the first condition set out in section 349B of the Taxes Act); or

(b)a Lender which satisfies one of the other conditions set out in section 349B of the Taxes Act,

where the Board of the Inland Revenue has not given a direction under section 349C of the Taxes Act which relates to that payment of interest on an Advance to the Borrower.

“UK Resident” means a person who is resident in the United Kingdom for the purposes of the Taxes Act and “non-UK Resident” shall be construed accordingly.

“Ultimate Parent” means, on the date of this Agreement, NTL, and at any time thereafter, any person that accedes to this Agreement as the Ultimate Parent pursuant to Clause 26.2 (Acceding Holding Company).

“Unintegrated Merger Event” means a Merger Event has occurred but an Integrated Merger Event has not occurred.

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“Unpaid Sum” means any sum due and payable by an Obligor under any Finance Document (other than any Ancillary Facility Document) but unpaid.

“Utilisation” means the utilisation of a Facility under this Agreement, whether by way of an Advance, the issue of a Documentary Credit or the establishment of any Ancillary Facility.

“Utilisation Date” means (a) in relation to an Advance, the date on which such Advance is (or is requested) to be made (b) in relation to a utilisation by way of Ancillary Facility, the date on which such Ancillary Facility is established, and (c) in relation to a utilisation by way of Documentary Credit, the date on which such Documentary Credit is to be issued, in each case, in accordance with the terms of this Agreement.

“Utilisation Request” means:

(a)in relation to an Advance a duly completed notice in the form set out in Part 1 to Schedule 5 (Form of Utilisation Request (Advances)); or

(b)in relation to a Documentary Credit, a duly completed notice in the form set out in Part 2 to Schedule 5 (Form of Utilisation Request (Documentary Credits)).

“Voting Stock” of a person means all classes of capital stock, share capital or other interests (including partnership interests) of such person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Working Capital” has the meaning ascribed to it in Clause 23.1 (Financial Definitions).

1.2Definitions in the Separation Memorandum

Unless otherwise defined in Clause 1.1 (Definitions) or Clause 23.1 (Financial Definitions), capitalised terms used in this Agreement relating to the Broadcast Business and Separation, shall have the meanings ascribed to those terms in Part 8 of the Separation Memorandum.

1.3Accounting Expressions

All accounting expressions which are not otherwise defined in this Agreement shall be construed in accordance with accounting principles generally accepted in the United States of America.

1.4Construction

Unless a contrary indication appears, any reference in this Agreement to:

the “Facility Agent”, the “Administrative Agent”, a “Mandated Lead Arranger”, the “Security Trustee”, a “Hedge Counterparty”, the “L/C Bank”, an “Ancillary Facility Lender” or a “Lender” shall be construed so as to include their respective and any subsequent successors, Transferees and permitted assigns in accordance with their respective interests;

“agreed form” means, in relation to any document, in the form agreed by or on behalf of the Mandated Lead Arrangers and the Borrower prior to the date of this Agreement;

“company” includes any body corporate;

“continuing” in relation to an Event of Default, or a Default shall be construed as meaning that (a) the circumstances constituting such Event of Default or Default continue or (b) neither the Facility Agent (being duly authorised to do so) nor the Lenders have waived in accordance with this Agreement, such of its or their rights under this Agreement as arise as a result of that event;

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“determines” or “determined” means a determination made in the absolute discretion of the person making the determination;

the “equivalent” on any given date in one currency (the “first currency”) of an amount denominated in another currency (the “second currency”) is a reference to the amount of the first currency which could be purchased with the second currency at the Facility Agent’s Spot Rate of Exchange at or about 11:00 a.m. on the relevant date for the purchase of the first currency with the second currency or for the purposes of determining any amounts testing any covenant or determining whether an Event of Default has occurred under this Agreement:

(a)in the case of any basket or threshold amount qualifying a covenant:

(i)in order to determine how much of such basket has been used at any time, on each date upon which a transaction was entered into in reliance upon the utilisation of such basket or in reliance upon such threshold not being reached prior to such time; and

(ii)in order to determine the permissibility of a proposed transaction, on the date upon which the permissibility of that transaction is being tested for the purposes of determining compliance with that covenant; and

(b)in the case of any basket or threshold amount relating to an Event of Default, the date on which the relevant event is being assessed for the purposes of determining whether such Event of Default has occurred;

“month” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next succeeding calendar month save that, where any such period would otherwise end on a day which is not a Business Day, it shall end on the next succeeding Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the immediately preceding Business Day provided that, if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month (provided that in any reference to “months” only the last month in a period shall be construed in the aforementioned manner);

a “repayment” shall include a “prepayment” and references to “repay” or “prepay” shall be construed accordingly;

a “person” shall be construed as a reference to any person, firm, company, whether with limited liability or otherwise, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;

“tax” shall be construed so as to include all present and future taxes, charges, imposts, duties, levies, deductions or withholdings of any kind whatsoever, or any amount payable on account of or as security for any of the foregoing, by whomsoever on whomsoever and wherever imposed, levied, collected, withheld or assessed together with any penalties, additions, fines, surcharges or interest relating to it; and “taxes” and “taxation” shall be construed accordingly;

“VAT” shall be construed as value added tax as provided for in the Value Added Tax Act 1994 and legislation (or purported legislation and whether delegated or otherwise) supplemental to that Act or in any primary or secondary legislation promulgated by the European Community or European Union or any official body or agency of the European Community or European Union, and any tax similar or equivalent to value added tax imposed by any country other than the United Kingdom and any similar or turnover tax replacing or introduced in addition to any of the same;

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“wholly-owned Subsidiary” of a company shall be construed as a reference to any company which has no other members except that other company and that other company’s wholly-owned Subsidiaries or nominees for that other company or its wholly-owned Subsidiaries; and

the “winding-up”, “dissolution” or “administration” of a company shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company is incorporated, established or organised or any jurisdiction in which such company carries on business, including the seeking of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection from creditors or relief of debtors.

1.5Currency

“€” and “euro” denote the lawful currency of each Participating Member State, “£” and “Sterling” denote the lawful currency of the United Kingdom and “$” and “Dollars” denote the lawful currency of the United States of America.

1.6Statutes

Any reference in this Agreement to a statute or a statutory provision shall, save where a contrary intention is specified, be construed as a reference to such statute or statutory provision as the same shall have been, or may be, amended or re-enacted.

1.7Time

Any reference in this Agreement to a time shall, unless otherwise specified, be construed as a reference to London time.

1.8References to Agreements

Unless otherwise stated, any reference in this Agreement to any agreement or document (including any reference to this Agreement) shall be construed as a reference to:

(a)such agreement or document as amended, varied, novated or supplemented from time to time;

(b)any other agreement or document whereby such agreement or document is so amended, varied, supplemented or novated; and

(c)any other agreement or document entered into pursuant to or in accordance with any such agreement or document.

1.9Documentary Credits

Any reference in this Agreement to:

(a)an amount borrowed includes any amount utilised by way of Documentary Credit;

(b)a Lender funding its participation in a Utilisation includes an Indemnifying Lender participating in a Documentary Credit;

(c)amounts outstanding under this Agreement include amounts outstanding under, or in relation to, any Documentary Credit;

(d)an outstanding amount of a Documentary Credit at any time is the maximum amount that is or may be payable by the L/C Bank in respect of that Documentary Credit at that time;

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(e)the Borrower “repaying” a Documentary Credit or an Ancillary Facility utilised by way of performance bond means:

(i)the Borrower providing cash cover for that Documentary Credit or performance bond;

(ii)the maximum amount payable under the Documentary Credit or performance bond being reduced in accordance with its terms or otherwise in a manner satisfactory to the L/C or Ancillary Facility Lender, as the case be, in each case, acting reasonably; or

(iii)the L/C Bank or Ancillary Facility Lender, as the case be, being satisfied that it has no further liability under that Documentary Credit or performance bond,

and that the amount by which a Documentary Credit or performance bond is repaid under sub-paragraph (e)(i) or reduced under sub-paragraph (e)(ii) above is the amount of the relevant cash cover or reduction; and

(f)the Borrower providing “cash cover”for a Documentary Credit or an Ancillary Facility utilised by way of performance bond means the Borrower paying an amount in the currency of the Documentary Credit or performance bond to an interest-bearing account in the name of the Borrower and the following conditions are met:

(i)the account is with the Facility Agent (if the cash cover is to be provided for all the Indemnifying Lenders) or with an Indemnifying Lender or the L/C Bank or the Ancillary Facility Lender (if the cash cover is to be provided for that Indemnifying Lender or the L/C Bank or Ancillary Facility Lender, as the case may be);

(ii)in the case of cash deposited as cash cover for a Documentary Credit, withdrawals from the account may only be made to pay a Finance Party amounts due and payable to it under this Agreement in respect of that Documentary Credit until no amount is or may be outstanding under that Documentary Credit; and

(iii)the Borrower has executed a security document over that account, in form and substance satisfactory to the Facility Agent or the Finance Party with which that account is held, creating a first ranking security interest over that account,

or on such other terms as may be satisfactory to the Facility Agent, the relevant Indemnifying Lender, the relevant Ancillary Facility Lender or the L/C Bank.

1.10Commitments of Morgan Stanley

References to the Commitment of Morgan Stanley Dean Witter Bank Limited in relation to the Facilities shall be construed as references to the aggregate Commitment in relation to the Facilities of Morgan Stanley Dean Witter Bank Limited and Morgan Stanley Senior Funding, Inc. (in such proportions as Morgan Stanley Dean Bank Limited notifies to the Facility Agent from time to time) and Morgan Stanley Senior Funding, Inc. is a party to this Agreement as a Lender to give effect to such Commitment (as so notified).

1.11Holding Company of Ultimate Parent

If at any time the Ultimate Parent becomes the Subsidiary of any Holding Company as contemplated by, inter alia, the definition of “Change of Control”, the provisions of Clause 26.2 (Acceding Holding Company) shall apply and upon satisfaction of the provisions thereof, any references in the Finance Documents to “Ultimate Parent” shall thereafter be deemed to be references to such Holding Company.

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2.THE FACILITIES

2.1The Facilities

The Lenders grant to the Borrower, upon the terms and subject to the conditions of this Agreement:

(a)a revolving loan facility in a maximum aggregate amount of £250,000,000 (the “Revolving Facility”) which shall be available for drawing in euro, Dollars, Sterling or any Optional Currency subject to the utilisation in full of the Term Facilities;

(b)a term loan facility in a maximum amount of £1,275,000,000 (the “A Facility”) which shall be available in Sterling in a single drawing; and

(c)a term loan facility in a maximum aggregate amount of £900,000,000 (the “B Facility”) which shall be available in Sterling in a single drawing on the Closing Date and thereafter, following prior consultation with the Borrower and in accordance with the terms of the Commitment Letter, shall be divided into sub-tranches denominated in euro (the “B1 Sub-Tranche”), Dollars (the “B2 Sub-Tranche”) and Sterling (the “B3 Sub-Tranche”) (in the case of Dollars and euro, calculated at the Facility Agent’s Spot Rate of Exchange for such currency) on a date falling no later than 3 months following the Closing Date.

2.2Purpose

(a)The Term Facilities are intended to finance the repayment in full of all amounts due and payable under the Existing Senior Credit Facilities Agreement (including without limitation, by way of principal, interest, break costs, fees and expenses, commission and any other premiums), any fees, costs and expenses due and payable under the Finance Documents and any other fees, costs and expenses incurred by the Obligors in connection with the negotiation and preparation of the Finance Documents and the High Yield Offering.

(b)The Revolving Facility is intended to finance the purposes set out in paragraph (a) above to the extent that the utilisation in full of the Term Facilities is insufficient to satisfy such purposes, to finance the general working capital requirements and the general corporate purposes of the Bank Group or for the purposes of complying with the obligations of the Borrower under the Pari Passu Intercreditor Agreement and may be utilised by way of Revolving Facility Advances, Documentary Credits or, subject to the provisions of Clause 6 (Ancillary Facilities), Ancillary Facilities.

(c)The Borrower shall apply all amounts borrowed under this Agreement in or towards satisfaction of the purposes referred to in paragraphs (a) and (b) and none of the Finance Parties shall be obliged to concern themselves with such application.

2.3Several Obligations

The obligations of each Finance Party under this Agreement are several and the failure by a Finance Party to perform any of its obligations under this Agreement shall not affect the obligations of any of the Obligors towards any other party to this Agreement nor shall any other party be liable for the failure by such Finance Party to perform its obligations under this Agreement.

2.4Several Rights

The rights of each Finance Party are several and any debt arising under this Agreement at any time from an Obligor to any Finance Party to this Agreement shall be a separate and independent debt.  Each Finance Party may, except as otherwise stated in this Agreement, separately enforce its rights under this Agreement.

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3.CONDITIONS

3.1Conditions Precedent

The obligations of the Lenders to make the Facilities available shall be conditional upon the Facility Agent having confirmed to the Borrower that it has received (or has waived in accordance with this Agreement, the requirement to receive) the documents listed in Part 1 of Schedule 4 (Conditions Precedent to First Utilisation) and that each is satisfactory, in form and substance, to the Facility Agent, acting reasonably.  The Facility Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

3.2Condition Subsequent relating to Diamond Sub-Group and Triangle Sub-Group

(a)The Borrower, in relation to the Triangle Sub-Group, and, the Ultimate Parent, in relation to the Diamond Sub-Group, shall each procure that as soon as practicable after the Closing Date and in any event within 90 days from the Closing Date:

(i)all amounts outstanding under and in connection with the Diamond Notes (in the case of the Ultimate Parent) and the Triangle Notes (in the case of the Borrower) shall have been repaid in full (including without limitation, all amounts due and payable by way of principal, interest, fees and expenses, commission, make-whole payments and any other premiums) as a result of which, the Diamond Notes and Triangle Notes are cancelled;

(ii)the total issued share capital of Diamond Cable shall have been acquired by NTL Group Limited in accordance with the provisions of Clause 49 (Post-Execution Restructuring) as a result of which the Diamond Sub-Group shall form a part of the Bank Group and Diamond Cable and such members of the Diamond Sub-Group as shall be necessary to ensure that the 95% Security Test is satisfied (assuming for the purpose of calculating compliance with the 95% Security Test, that the Diamond Sub-Group and the Triangle Sub-Group are part of the Bank Group and that the members of the Triangle Sub-Group which the Borrower has indicated will accede to this Agreement as Acceding Guarantors have done so) shall have acceded to this Agreement as Acceding Guarantors and provided all necessary documentation in connection with such accession in accordance with the provisions of Clause 26.1 (Acceding Guarantors); and

(iii)(following redemption in full of the Triangle Notes) NTL (Triangle) LLC and such other members of the Triangle Sub-Group as shall be necessary to ensure that the 95% Security Test is satisfied (assuming for the purpose of calculating compliance with the 95% Security Test, that the Triangle Sub-Group and the Diamond Sub-Group are part of the Bank Group and that the members of the Diamond Sub-Group which the Borrower has indicated will accede to this Agreement as Acceding Guarantors have done so) shall have acceded to this Agreement as Acceding Guarantors and provided all necessary documentation in connection with such accession in accordance with the provisions of Clause 26.1 (Acceding Guarantors),

provided that no member of the Diamond Sub-Group or Triangle Sub-Group shall become an Obligor under this Clause 3.2 unless its direct Holding Company is or becomes an Obligor.

(b)The Facility Agent shall notify the Borrower and the Lenders promptly upon being satisfied as to the matters referred to in paragraph (a).

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3.3General Conditions Subsequent

The Borrower shall procure (and each relevant Obligor shall ensure) that within 30 days after the Closing Date (or earlier, to the extent required by any time-limit prescribed by law) all Initial Security Documents shall have been registered or filed with all appropriate authorities to the extent necessary for the purposes of perfecting the Security created thereunder and there shall have been delivered to the Facility Agent each of the documents listed in Part 4 of Schedule 4 (Conditions Subsequent Documents) each in form and substance satisfactory to the Facility Agent, acting reasonably.  The Facility Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

4.UTILISATION

4.1Conditions to Utilisation

Save as otherwise provided in this Agreement, an Advance will be made by the Lenders to the Borrower or a Documentary Credit will be issued by an L/C Bank at the Borrower’s request if:

(a)in the case of an Advance, the Facility Agent has received from the Borrower a duly completed Utilisation Request in the relevant form, and in the case of a Documentary Credit, both the Facility Agent and the L/C Bank have received from the Borrower a duly completed Utilisation Request in the relevant form, in each case, no earlier than the day which is 10 Business Days and no later than 2:00 p.m. on the day which is 3 Business Days (or in the case of any Documentary Credit which is not or will not be in the form of Schedule 12 (Form of Documentary Credit), no later than 2:00 p.m. on the day which is 5 Business Days) prior to the proposed Utilisation Date for such Advance or Documentary Credit, receipt of which shall oblige the Borrower to utilise the amount requested on the Utilisation Date stated therein upon the terms and subject to the conditions contained in this Agreement;

(b)the proposed Utilisation Date is a Business Day for the proposed currency of the Advance or Documentary Credit, as the case may be, which is or precedes the relevant Termination Date;

(c)in the case of a Utilisation by way of Term Facility Advance, such Utilisation would result in the maximum principal amount of each Term Facility Advance being utilised, or in the case of a Utilisation by way of a Revolving Facility Advance, the proposed Sterling Amount of such Revolving Facility Advance is (i) equal to the amount of the Available Revolving Facility Commitment at such time, or (ii) less than such amount but equal to, or an integral multiple of £10 million;

(d)in the case of a Utilisation by way of Documentary Credit, the proposed Sterling Amount of such Documentary Credit is (i) equal to the amount of the Available Revolving Facility or (ii) less than such amount but equal to or more than £1million or such lesser amount as the L/C Bank may agree;

(e)in the case of a Utilisation by way of a Revolving Facility Advance, immediately after the making of such Advance there will be no more than 10 Revolving Facility Advances;

(f)in the case of a Utilisation by way of a Documentary Credit, the proposed Term of the Documentary Credit ends on or before the Termination Date in respect of the Revolving Facility;

(g)in the case of a Utilisation by way of a Revolving Facility Advance, the proposed Term of such Advance is a period of 1, 2, 3 or 6 months or such other period as the Facility Agent may agree (provided that in respect of any period of more than 6 months, the Facility Agent shall obtain the prior consent of the Lenders), and ends on or before the Final Maturity Date in respect of the Revolving Facility provided that, save as the Mandated Lead Arrangers may

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otherwise agree, prior to the Syndication Date, the Term of each Revolving Facility Advance shall be 1 month (or, if less, such duration as is necessary to ensure that such Term ends on the Syndication Date);

(h)in the case of a Utilisation by way of an Advance (other than a Rollover Advance), the interest rate applicable to such Advance’s first Interest Period or Term (as the case may be) will not have to be determined under Clause 15 (Market Disruption and Alternative Interest Rates);

(i)in the case of a Utilisation by way of a Documentary Credit which is not substantially in the form set out in Schedule 12 (Form of Documentary Credit), the L/C Bank and the Facility Agent shall each have approved the terms of such Documentary Credit;

(j)in the case of a Utilisation by way of a Revolving Facility Advance upon and following an Integrated Merger Event, such Utilisation is made in accordance with the provisions of the Pari Passu Intercreditor Agreement; and

(k)in the case of any Utilisation, on the date of the Utilisation Request, the date of any Conversion Notice and the proposed Utilisation Date:

(i)in the case of a Rollover Advance or a Documentary Credit which is being renewed pursuant to Clause 5.2 (Renewal of Documentary Credits), the Facility Agent shall not have received instructions from an Instructing Group requiring the Facility Agent to refuse such rollover or renewal of a Documentary Credit by reason of an Event of Default having occurred which is continuing or would result from the proposed Rollover Advance or the renewal of that Documentary Credit; or

(ii)in the case of any Utilisation other than that referred to in sub-paragraph (i):

(A) in the case of the first Utilisation (except to the extent such first Utilisation occurs on the date immediately after the date of this Agreement), all representations set out in Clause 21 (Representations and Warranties) made by each of the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation; or

(B)in the case of any other Utilisation, the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation.

4.2Lenders’ Participations

Each Lender will participate through its Facility Office in each Advance made pursuant to Clause 4.1 (Conditions to Utilisation) in its respective Proportion.

5.DOCUMENTARY CREDITS

5.1Issue of Documentary Credits

(a)Each L/C Bank shall issue Documentary Credits pursuant to Clause 4.1 (Conditions to Utilisation) by:

(i)completing the issue date and the proposed Expiry Date of any Documentary Credit to be issued by it; and

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(ii)executing and delivering such Documentary Credit to the relevant Beneficiary on the relevant Utilisation Date.

(b)Each Lender having a Revolving Facility Commitment (an “Indemnifying Lender”) will participate by way of indemnity in each Documentary Credit in an amount equal to its L/C Proportion.

(c)The Facility Agent shall notify each Indemnifying Lender and the L/C Bank of the details of any requested Documentary Credit (including the Sterling Amount of it, and, if such Documentary Credit is not to be denominated in Sterling, the relevant currency in which it will be denominated and the amount of it) and its participation in that Documentary Credit.

5.2Renewal of Documentary Credits

(a)The Borrower may request that a Documentary Credit issued on its behalf be renewed by delivering to the Facility Agent and the L/C Bank a Renewal Request which complies with Clause 4.1 (Conditions to Utilisation).

(b)The terms of each renewed Documentary Credit shall be the same as those of the relevant Documentary Credit immediately prior to its renewal, except that (as stated in the Renewal Request therefor):

(i)its amount may be less than the amount of such Documentary Credit immediately prior to its renewal; and

(ii)its Term shall start on the date which was the Expiry Date of that Documentary Credit immediately prior to its renewal, and shall end on the proposed Expiry Date specified in the Renewal Request.

(c)If the conditions set out in this Clause 5.2 have been met, the L/C Bank shall amend and re-issue the relevant Documentary Credit pursuant to a Renewal Request.

5.3Revaluation of Documentary Credits

(a)If any Documentary Credit is denominated in a currency other than Sterling and has a Term of more than 6 months, the Facility Agent shall at six month intervals after the date of such Documentary Credit recalculate the Sterling Amount of that Documentary Credit by notionally converting into the relevant currency, the outstanding amount of that Documentary Credit on the basis of the Facility Agent’s Spot Rate of Exchange on the date of calculation.

(b)The Borrower shall, if requested by the Facility Agent within 2 days of any calculation under paragraph (a) above, ensure that within 3 Business Days sufficient Revolving Facility Outstandings are repaid to prevent the Sterling Amount of the Revolving Facility Outstandings exceeding the aggregate amount of all of the Revolving Facility Commitments adjusted to reflect any cancellations or reductions, following any adjustment under paragraph (a) above.

5.4Immediately Payable

If a Documentary Credit or any amount outstanding under a Documentary Credit is expressed to be immediately payable, the Borrower shall repay that amount immediately.

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5.5Claims under a Documentary Credit

(a)The Borrower irrevocably and unconditionally authorises the L/C Bank to pay any claim made or purporting to be made under a Documentary Credit requested by it and which appears on its face to be in order (a “claim”).

(b)The Borrower shall within 3 Business Days of a demand pay to the Facility Agent for the L/C Bank an amount equal to the amount of any claim.

(c)The Borrower acknowledges that the L/C Bank:

(i)is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and

(ii)deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

(d)The obligations of the Borrower under this Clause 5.5 will not be affected by:

(i)the sufficiency, accuracy or genuineness of any claim or any other document; or

(ii)any incapacity of, or limitation on the powers of, any person signing a claim or other document.

(e)Without prejudice to any other matter contained in this Clause 5.5, the L/C Bank shall notify the Borrower as soon as reasonably practicable after receiving a claim.

5.6Documentary Credit Indemnities

(a)The Borrower shall within 3 Business Days of demand indemnify the L/C Bank against any cost, loss or liability incurred by the L/C Bank (otherwise than by reason of the L/C Bank’s gross negligence or wilful misconduct) in acting as the L/C Bank under any Documentary Credit requested by the Borrower provided that this indemnity shall not take effect until the Closing Date.

(b)Each Indemnifying Lender shall (according to its L/C Proportion) promptly on demand indemnify the L/C Bank against any cost, loss or liability incurred by the L/C Bank (otherwise than by reason of the L/C Bank’s gross negligence or wilful misconduct) in acting as the L/C Bank under any Documentary Credit (except to the extent that the L/C Bank has been reimbursed by an Obligor pursuant to a Finance Document).

(c)If any Indemnifying Lender is not permitted (by its constitutional documents or any applicable Law) to comply with paragraph (b) above, then that Indemnifying Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the relevant Documentary Credit is issued (or if later, on the date that Indemnifying Lender’s participation in the Documentary Credit is transferred or assigned to that Indemnifying Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Documentary Credit in an amount equal to its L/C Proportion of that Documentary Credit.  On receipt of demand from the Facility Agent, that Indemnifying Lender shall pay to the Facility Agent (for the account of the L/C Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) above.

(d)The Borrower shall within 3 Business Days of demand reimburse any Indemnifying Lender for any payment it makes to the L/C Bank under this Clause 5.6 in respect of that

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Documentary Credit unless an Obligor has already reimbursed the L/C Bank in respect of that payment.

(e)The obligations of each Indemnifying Lender under this Clause 5.6 are continuing obligations and will extend to the ultimate balance of sums payable by that Indemnifying Lender in respect of any Documentary Credit, regardless of any intermediate payment or discharge in whole or in part.

(f)The obligations of any Indemnifying Lender under this Clause 5.6 will not be affected by any act, omission, matter or thing which, but for this Clause 5.6 would reduce, release or prejudice any of its obligations under this Clause 5.6 (without limitation and whether or not known to it or any other person) including:

(i)any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Documentary Credit or any other person;

(ii)the release of any Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(iii)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Documentary Credit or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(iv)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Documentary Credit or any other person;

(v)any amendment or restatement (however fundamental) or replacement of a Finance Document, any Documentary Credit or any other document or security;

(vi)any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Documentary Credit or any other document or security; or

(vii)any insolvency or similar proceedings.

5.7Rights of Contribution

No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause 5 (Documentary Credits).

5.8Role of the L/C Bank

(a)Nothing in this Agreement constitutes the L/C Bank as a trustee or fiduciary of any other person.

(b)The L/C Bank shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

(c)The L/C Bank may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

(d)The L/C Bank may rely on:

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(i)any representation, notice of document believed by it to be genuine, correct and appropriately authorised; and

(ii)any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(e)The L/C Bank may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(f)The L/C Bank may act in relation to the Finance Documents through its personnel and agents.

(g)The L/C Bank is not responsible for:

(i)the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the L/C Bank, the Facility Agent, the Mandated Lead Arrangers, an Obligor or any other person given in or in connection with any Finance Document; or

(ii)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document.

5.9Exclusion of Liability

(a)Without limiting paragraph (b) below, the L/C Bank will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b)No Finance Party (other than the L/C Bank) may take any proceedings against any officer, employee or agent of the L/C Bank in respect of any claim it might have against the L/C Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document.

5.10Credit Appraisal by the Indemnifying Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Indemnifying Lender confirms to the L/C Bank that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of the risks arising under or in connection with any Finance Document, including but not limited to, those listed in paragraphs (a) to (d) of Clause 31.15 (Credit Appraisal by the Lenders).

5.11Appointment and Change of L/C Bank

(a)The Borrower, with the prior written consent of the relevant Lender, may designate any Lender with a Revolving Facility Commitment as an L/C Bank or as a replacement therefor, but not with respect to Documentary Credits already issued by any other L/C Bank.

(b)Any Lender so designated shall become an L/C Bank under this Agreement by delivering to the Facility Agent an executed L/C Bank Accession Certificate.

(c)An L/C Bank may resign as issuer of further Documentary Credits at any time if (i) the Borrower and an Instructing Group consent to such resignation or so require; (ii) there is, in the reasonable opinion of the L/C Bank, an actual or potential conflict of interest in it

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continuing to act as L/C Bank; or (iii) its Revolving Facility Commitment is reduced to zero, provided that the L/C Bank shall not resign until a replacement L/C Bank is appointed.

6.ANCILLARY FACILITIES

6.1Utilisation of Ancillary Facilities

(a)The Borrower may, subject to paragraphs (b) and (c) below, at any time at least 35 days prior to the Termination Date in respect of the Revolving Facility by delivery of a notice (a “Conversion Notice”) to the Facility Agent, request an Ancillary Facility to be established by the conversion of any Lender’s Available Revolving Facility Commitment (or any part of it) into an Ancillary Facility Commitment with effect from the date (in this Clause 6, the “Effective Date”) specified in the Conversion Notice (being a date not less than 3 Business Days after the date such Conversion Notice is received by the Facility Agent).

(b)Each Conversion Notice shall specify:

(i)the nominated Ancillary Facility Lender;

(ii)the type of Ancillary Facility and the currency or currencies in which the Borrower wishes such Ancillary Facility to be available;

(iii)the proposed Sterling Amount of the original Ancillary Facility Commitment (subject always to paragraph (c) below), being an amount equal to (i) the Available Revolving Facility Commitment of the nominated Ancillary Facility Lender or, if less, (ii) equal to or more than £5 million;

(iv)the commencement and expiry date for the relevant Ancillary Facility (such expiry date not to extend beyond the Final Maturity Date in respect of the Revolving Facility); and

(v)such other details as to the nature, amount, fees for and operation of the proposed Ancillary Facility as the Facility Agent and the nominated Ancillary Facility Lender may reasonably require.

(c)The aggregate Sterling Amount of the Revolving Facility Commitments which may at any time be utilised by way of Ancillary Facilities shall not exceed £100 million and the aggregate Sterling Amount of Ancillary Facilities which may at any time be utilised by way of performance bond facilities shall not exceed £100 million.

(d)The Facility Agent shall promptly notify the Lenders of each Conversion Notice received pursuant to paragraph (a) above.

(e)Any Lender nominated as an Ancillary Facility Lender which has notified the Facility Agent of its consent to such nomination shall, subject to the Facility Agent’s consent (not to be unreasonably withheld or delayed), be authorised to make the proposed Ancillary Facility available in accordance with the Conversion Notice (as approved by the Facility Agent) with effect on and from the Effective Date.  No other Lender shall be obliged to consent to the nomination of the Ancillary Facility Lender.

(f)Any material variation from the terms of the Ancillary Facility or any proposed increase or reduction of the Ancillary Facility Commitment shall be effected on and subject to the provisions of this Clause 6 mutatis mutandis as if such Ancillary Facility were newly requested, provided that the Sterling Amount of the Ancillary Facility Outstandings under each Ancillary Facility shall at no time exceed the related Ancillary Facility Commitment.

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(g)The Borrower may (subject to compliance with the applicable terms of the relevant Ancillary Facility) at any time by giving written notice to the Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary Facility Commitment pursuant to and in accordance with Clause 10.1 (Voluntary Cancellation), provided that on the date of such cancellation, that part of such Ancillary Facility Commitment as shall have been so cancelled shall be converted back into the Revolving Facility Commitment of the relevant Lender unless the Revolving Facility Commitments are also cancelled on such date.

(h)The Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate and be cancelled on the date agreed therefor between the relevant Ancillary Facility Lender and the Borrower, provided such date shall be no later than the Termination Date in respect of the Revolving Facility (the “Ancillary Facility Termination Date”).  Any Ancillary Facility Outstandings on the applicable Ancillary Facility Termination Date shall be repaid in full by the Borrower on such date.

(i)The Revolving Facility Commitment of each Lender at any time shall be reduced by the amount of any Ancillary Facility Commitment of such Lender at such time but shall, subject to any other provisions of this Agreement, automatically be increased by the amount of any portion of its Ancillary Facility Commitment which ceases to be made available to the Borrower for any reason (other than as a result of Utilisation of it) in accordance with the terms of such Ancillary Facility or is cancelled pursuant to paragraphs (g) or (h) above.

6.2Operation of Ancillary Facilities

(a)Subject to paragraph (b) below, the terms governing the operation of any Ancillary Facility (including the rate of interest (including default interest), fees, commission and other remuneration in respect of such Ancillary Facility) shall be those determined by agreement between the Ancillary Facility Lender and the Borrower, provided that such terms shall be based upon the normal commercial terms and market rates of the relevant Ancillary Facility Lender.

(b)In the case of any inconsistency or conflict between the terms of any Ancillary Facility, the applicable Ancillary Facility Documents and this Agreement, the terms and provisions of the applicable Ancillary Facility Document shall prevail unless the contrary intention is expressly provided for in this Agreement.

(c)The Borrower and Ancillary Facility Lender will promptly upon request by the Facility Agent, supply the Facility Agent with such information relating to the operation of each Ancillary Facility (including without limitation details of the Ancillary Facility Outstandings and the Sterling Amount thereof) as the Facility Agent may from time to time reasonably request (and the Borrower consents to such documents and information being provided to the Facility Agent and the other Lenders).

6.3Ancillary Facility Default

(a)If a default occurs under any Ancillary Facility, no Ancillary Facility Lender may demand repayment of any monies or demand cash cover for any Ancillary Facility Outstandings, or take any analogous action in respect of any Ancillary Facility, until the Acceleration Date.

(b)If an Acceleration Date occurs, the claims of each Lender with a Revolving Facility Commitment and each Ancillary Facility Lender in respect of amounts outstanding to them under the Revolving Facility and Ancillary Facilities respectively shall be adjusted in accordance with this Clause 6.3 by making all necessary transfers of such portions of such claims such that following such transfers the Revolving Facility Outstandings and Ancillary Facility Outstandings (together with the rights to receive interest, fees and charges in relation

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thereto) of (i) each Lender with a Revolving Facility Commitment and (ii) each Ancillary Facility Lender, in each case as at the Acceleration Date shall be an amount corresponding pro rata to the proportion that the sum of such Lender’s Revolving Facility Commitment and/or (as the case may be) Ancillary Facility Commitment bears to the sum of all of the Revolving Facility Commitments and the Ancillary Commitments, each as at the Acceleration Date.

(c)No later than the third Business Day following the Acceleration Date each of the Ancillary Facility Lenders shall notify the Facility Agent in writing of the Sterling Amount of its Ancillary Facility Outstandings as at the close of business on the Acceleration Date, such amount to take account of any clearing of debits which were entered into the clearing system of such Ancillary Facility Lenders prior to the Acceleration Date and any amounts credited to the relevant accounts prior to close of business on the Acceleration Date.

(d)On receipt of the information referred to in paragraph (c) above, the Facility Agent will promptly determine what adjustment payments (if any) are necessary as between the Lenders participating in the Revolving Facility and each Ancillary Facility Lender in order to ensure that, following such adjustment payments, the requirements of paragraph (b) above are complied with.

(e)The Facility Agent will notify all the Lenders as soon as practicable of its determinations pursuant to paragraph (d) above, giving details of the adjustment payments required to be made.  Such adjustment payments shall be payable by the relevant Lenders and shall be made to the Facility Agent within 3 Business Days following receipt of such notification from the Facility Agent.  The Facility Agent shall distribute the adjustment payments received, among the Ancillary Facility Lenders and the Lenders participating in the Revolving Facility in order to satisfy the requirements of paragraph (b) above.

(f)If at any time following the Acceleration Date, the amount of Revolving Facility Outstandings of any Lender or Ancillary Facility Outstandings of any Ancillary Facility Lender used in the Facility Agent’s calculation of the adjustments required under paragraph (d) above should vary for any reason (other than as a result of currency exchange fluctuation or other reason which affects all relevant Lenders equally), further adjustment payments shall be made on the same basis (mutatis mutandis) provided for in this Clause 6.3.

(g)In respect of any amount paid by any Lender (a “Paying Lender”) pursuant to either of paragraphs (e) or (f) above, as between the Borrower and the Paying Lender, the amount so paid shall be immediately due and payable by the Borrower to the Paying Lender and the payment obligations of the Borrower to the Lender(s) which received such payment shall be treated as correspondingly reduced by the amount of such payment.

(h)Each Lender shall promptly supply to the Facility Agent such information as the Facility Agent may from time to time request for the purpose of giving effect to this Clause 6.3.

(i)If an Ancillary Facility Lender has the benefit of any Encumbrance securing any of its Ancillary Facilities, the realisations from such security when enforced will be treated as an amount recovered by such Ancillary Facility Lender in its capacity as a Lender which is subject to the sharing arrangements in Clause 36 (Sharing Among the Finance Parties) to the intent that such realisation should benefit all Lenders pro rata.

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7.OPTIONAL CURRENCIES

7.1Selection of Currency

The Borrower shall select the currency of a Revolving Facility Advance made to it (which shall be Sterling, Dollars, euro or an Optional Currency) in the Utilisation Request relating to the relevant Revolving Facility Advance.

7.2Unavailability of Optional Currency

If before 10.00 a.m. on the Quotation Date for the relevant Revolving Facility Advance:

(a)a Lender notifies the Facility Agent that the relevant Optional Currency is not readily available to it in the amount required; or

(b)a Lender notifies the Facility Agent that compliance with its obligation to participate in the Revolving Facility Advance in the proposed Optional Currency would contravene a Law or regulation applicable to it,

the Facility Agent will promptly give notice to the Borrower to that effect.  In this event, any Lender that gives notice pursuant to this Clause 7.2 will be required to participate in the relevant Revolving Facility Advance in Sterling (in an amount equal to that Lender’s Proportion of the Sterling Amount of the relevant Revolving Facility Advance or, in respect of a Rollover Advance, an amount equal to that Lender’s Proportion of the Sterling Amount of any amount that the Lenders are actually required to advance in accordance with Clause 8.2 (Rollover Advances)), and its participation will be treated as a separate Advance denominated in Sterling during that Term.

8.REPAYMENT OF REVOLVING FACILITY OUTSTANDINGS

8.1Repayment of Revolving Facility Advances

Subject to the provisions of the Pari Passu Intercreditor Agreement upon and following an Integrated Merger Event, the Borrower shall (subject to Clause 8.2 (Rollover Advances)) repay the full amount of each Revolving Facility Advance on its Repayment Date.

8.2Rollover Advances

Without prejudice to the Borrower’s obligation to repay the full amount of each Revolving Facility Advance made to it on the applicable Repayment Date, where, on the same day on which the Borrower is due to repay a Revolving Facility Advance (a “Maturing Advance”) the Borrower has also requested that a Revolving Facility Advance in the same currency as and in an amount which is equal to or less than the Maturing Advance be made to it (a “Rollover Advance”), subject to the Lenders being obliged to make such Rollover Advance under Clause 4.1 (Conditions to Utilisation), the amount to be so repaid and the amount to be so drawn down shall be netted off against each other so that the amount which the Borrower is actually required to repay on the applicable Repayment Date shall be the net amount remaining after such netting off.

8.3Cash Collateralisation of Documentary Credits

The Borrower may give the Facility Agent not less than 5 Business Days’ prior written notice of its intention to repay a Documentary Credit and, having given such notice, shall procure that the relevant Outstanding L/C Amount in respect of such Documentary Credit is reduced to zero and repaid in full by providing cash cover therefor in accordance with Clause 1.9 (Documentary Credits) (in each case,) or by reducing the Outstanding L/C Amount of such Documentary Credit or by cancelling such

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Documentary Credit and returning the original to the L/C Bank or the Facility Agent on behalf of the Lenders.

8.4Cleandown

Notwithstanding any other provision of this Agreement, the Borrower shall procure that (other than in respect of any Ancillary Facility Outstandings or Documentary Credits) Revolving Facility Outstandings are reduced to zero for a period of at least 5 consecutive Business Days in each annual period during which the Revolving Facility is available for drawing under this Agreement.

9.REPAYMENT OF TERM FACILITY OUTSTANDINGS

9.1Repayment of A Facility Outstandings

The Borrower shall make such repayments as may be necessary to ensure that on each of the dates set out in the table below (each a “Repayment Date”) the aggregate Sterling Amount of the A Facility Outstandings (as at the close of business in London on the Closing Date) is reduced by an amount equal to the amount set out in the table below (each, a “Repayment Instalment”).

Repayment Date	Amount Repayable
30 September 2004	£	8,000,000
31 March 2005	£	30,000,000
30 September 2005	£	30,000,000
31 March 2006	£	59,800,000
30 September 2006	£	59,800,000
31 March 2007	£	95,300,000
30 September 2007	£	95,300,000
31 March 2008	£	110,900,000
30 September 2008	£	148,500,000
31 March 2009	£	127,500,000
30 September 2009	£	127,500,000
31 March 2010	£	127,500,000
30 September 2010	£	127,500,000
31 March 2011	£	127,400,000

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9.2Repayment of B Facility Outstandings

The Borrower shall repay the B Facility Advance by making such repayments (each, a “Repayment Instalment”) as may be necessary to ensure that on each of the dates falling 90 months and 96 months (each a “Repayment Date”) after the date of this Agreement, the aggregate Sterling Amount of the B Facility Outstandings (as at the close of business in London on the Closing Date) on a pro rata basis across each of the B1 Sub-Tranche, B2 Sub-Tranche and B3 Sub-Tranche, is reduced by 50% of such B Facility Outstandings.

9.3No Reborrowing of Term Facility Advances

The Borrower may not reborrow any part of any Term Facility Advance which is repaid.

10.CANCELLATION

10.1Voluntary Cancellation

Subject to the provisions of the Pari Passu Intercreditor Agreement upon and following an Integrated Merger Event, the Borrower may, by giving to the Facility Agent not less than 3 Business Days’ prior written notice to that effect (unless an Instructing Group has given its prior consent to a shorter period) cancel any Available Facility in whole or any part (but if in part, in an amount that reduces the Sterling Amount of such Facility by a minimum amount of £10,000,000 and an integral multiple of £5,000,000) and any such cancellation shall (subject to the provisions of Clause 6.1(g) (Utilisation of Ancillary Facilities), reduce the relevant Available Commitments of the Lenders rateably.

10.2Notice of Cancellation

Any notice of cancellation given by the Borrower pursuant to Clause 10.1 (Voluntary Cancellation) shall be irrevocable and shall specify the date upon which such cancellation is to be made and the amount of such cancellation.

10.3Cancellation of Available Commitments

(a)On each Termination Date any Available Commitments in respect of the Facility to which such Termination Date relates shall automatically be cancelled and the Commitment of each Lender in relation to such Facility shall automatically be reduced to zero.

(b)No Available Commitments which have been cancelled hereunder may thereafter be reinstated.

11.VOLUNTARY PREPAYMENT

11.1Voluntary Prepayment

The Borrower may be giving to the Facility Agent not less than 5 Business Days’ prior written notice to that effect (unless an Instructing Group has given its prior consent to a shorter period), repay any Advance in whole or in part (but if in part, in an amount that reduces the Sterling Amount of the relevant Advance by a minimum amount of £10,000,000 and an integral multiple of £5,000,000) together with accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break Costs, provided that no such notice may be given under this Clause 11.1 in respect of a Revolving Facility Advance, while any Term Facility Advance is outstanding unless such Revolving Facility Advance and all the Term Facility Advances are to be repaid on the same date.

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11.2Right of Prepayment and Cancellation in relation to a single Lender

If any sum payable to any Lender by an Obligor is required to be increased under Clause 17.1 (Tax Gross-up) or a Lender claims indemnification from the Borrower under the provisions of Clause 17.2 (Tax Indemnity) or Clause 18.1 (Increased Costs) and the Facility Agent receives from the Borrower and while the circumstances giving rise to such increase or indemnification continue, at least 5 Business Days’ prior notice of its intention to repay or to cause to be repaid such Lender’s share of the Outstandings, the Borrower shall on the last day of each of the then current Interest Periods or Terms (as the case may be) repay such Lender’s portion of each Advance to which such Interest Periods or Terms relate and if the relevant Lender is also an L/C Bank, the Borrower shall procure that the relevant Outstanding L/C Amount(s) are reduced to zero and if the relevant Lender is also an Ancillary Facility Lender, the Borrower shall repay the relevant Ancillary Facility Outstandings in full.

11.3Application of Repayments

(a)Subject to the provisions of the Pari Passu Intercreditor Agreement upon and following an Integrated Merger Event and to the extent applicable, any repayment made pursuant to Clauses 11.1 (Voluntary Prepayment), 12.2 (Repayment from Net Proceeds), 12.4 (Repayment from Excess Cash Flow), 12.5 (Repayment from Debt Proceeds) and 12.6 (Repayment from Equity Proceeds) and, to the extent applicable, any repayment made under Clause 12.7 (Repayments from Securitisations and Factoring) under the circumstances set out therein, shall be applied at the end of the Interest Period or Term current at the time of receipt of such proceeds, firstly, subject to paragraph (d) below, in repayment of the Term Facility Outstandings pro rata to the aggregate amount of A Facility Outstandings and B Facility Outstandings on the date of such repayment until all A Facility Outstandings and all B Facility Outstandings have been repaid in full and, secondly, in repayment of Revolving Facility Outstandings on the date of such repayment.

(b)Any repayment of Facility A Outstandings made pursuant to paragraph (a) shall either:

(i)reduce each of the remaining Repayment Instalments for Facility A on a pro rata basis; or

(ii)at the election of the Borrower made on or prior to the date upon which such repayment of Facility A Outstandings is made pursuant to paragraph (a) above, repay the immediately succeeding two Repayment Instalments for Facility A in chronological order of maturity, and thereafter in respect of any excess, reduce each of the remaining Repayment Instalments for Facility A on a pro rata basis.

(c)Subject to the provisions of paragraph (d) below, any repayment of Facility B Outstandings made pursuant to paragraph (a) shall reduce each of the Repayment Instalments for Facility B on a pro rata basis.

(d)Without prejudice to the provisions of paragraph (a) above, any Lender under the B Facility may, at its sole discretion, notify the Facility Agent at least 3 Business Days in advance that it does not wish to receive its share of the prepayment of the B Facility Outstandings to be made pursuant to paragraph (a), at the time such prepayment is to be made.  In the event of such notification, the amount which would have been applied in prepaying such Lender of the B Facility shall instead be applied in prepayment to the Lenders of the A Facility, on the basis set out in paragraphs (a) and (b) above.

(e)Any repayment of any Revolving Facility Outstandings under this Agreement shall be applied first against Revolving Facility Advances and when all Revolving Facility Advances have been repaid in full, to provide cash collateral in respect of any Outstanding L/C Amounts.

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11.4Release from Obligation to make Advances

A Lender for whose account a repayment is to be made under Clause 11.2 (Right of Prepayment and Cancellation in relation to a single Lender) shall not be obliged to participate in the making of Advances (including Revolving Facility Advances) or in the issue or counter-guarantee in respect of Documentary Credits or in the provision of Ancillary Facilities on or after the date upon which the Facility Agent receives the relevant notice of intention to repay such Lender’s share of the Outstandings, on which date all of such Lender’s Available Commitments shall be cancelled and all of its Commitments shall be reduced to zero.

11.5Notice of Repayment

Any notice of repayment given by the Borrower pursuant to Clauses 11.1 (Voluntary Prepayment) or 11.2 (Right of Prepayment and Cancellation in relation to a single Lender) shall be irrevocable, shall specify the date upon which such repayment is to be made and the amount of such repayment and shall oblige the Borrower to make such repayment on such date.

11.6Restrictions on Repayment

The Borrower may not repay all or any part of any Advance  (including, at any time, a Revolving Facility Advance) except at the times and in the manner expressly provided for in this Agreement.

11.7Cancellation upon Repayment

No amount repaid under this Agreement may subsequently be reborrowed other than any amount of a Revolving Facility Advance repaid in accordance with Clause 8.1 (Repayment of Revolving Facility Advances) or any Documentary Credit repaid in accordance with this Agreement on or prior to the Final Maturity Date in respect of the Revolving Facility and upon any repayment (other than in respect of a Revolving Facility Advance, as aforesaid) the availability of the relevant Facility shall be reduced by an amount corresponding to the amount of such repayment and the Available Commitment of each Lender in relation to that Facility shall be cancelled in an amount equal to such Lender’s Proportion of the amount repaid.  For the avoidance of doubt, unless expressly agreed to the contrary in the relevant Ancillary Facility Documents, this Clause 11.7 shall not apply to any Ancillary Facility.

12.MANDATORY PREPAYMENT AND CANCELLATION

12.1Change of Control

If, other than to the extent arising from or in connection with a Merger Event:

(a)there occurs a sale of all or substantially all of the assets and/or business of the Bank Group, (other than a sale of (or any part of) the Broadcast Business);

(b)at any time after Cableco has acceded to this Agreement, Cableco ceases to be a direct or indirect wholly-owned Subsidiary of the Ultimate Parent;

(c)at any time after Cableco has acceded to this Agreement, the Borrower ceases to be a direct wholly-owned Subsidiary of Cableco; or

(d)a Change of Control occurs,

all of the Available Commitments shall immediately be cancelled, the Commitments of each Lender in respect of each Facility shall be reduced to zero and the Borrower shall procure that the Outstandings are immediately repaid in full together with unpaid interest accrued thereon and all other

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amounts payable pursuant to Clause 32 (Borrower’s Indemnities) and any other provision of this Agreement.

12.2Repayment from Net Proceeds

(a)Subject to the provisions of the Pari Passu Intercreditor Agreement upon and following an Integrated Merger Event, the Borrower shall procure that, subject to paragraph (b) below, an amount equal to the Net Proceeds received:

(i)by any member of the Bank Group in respect of any sale, transfer, lease, surrender or other disposal of any member’s assets or business in aggregate in excess of £10 million (or its equivalent in other currencies) in any financial year of the Borrower; or

(ii)by any member of the Bank Group in respect of any insurance policy in aggregate exceeding £10 million (or its equivalent in other currencies) in any financial year of the Borrower,

is applied in or towards repayment of the Outstandings in accordance with Clause 11.3 (Application of Repayments).

(b)Paragraph (a) shall not apply to Net Proceeds arising:

(i)from a disposal of assets where such Net Proceeds are used for the acquisition of or reinvestment in assets required for use in the Group Business or directly related to the Group Business or are applied towards Capital Expenditure of the Bank Group, in each case, within 12 months of the date of the relevant disposal and to the extent permitted by the provisions of this Agreement;

(ii)from any disposal referred to in paragraphs (a), (b), (c) (other than to the extent such Net Proceeds relate to the disposal of Cash Equivalent Investments or Marketable Securities acquired in consideration of any disposal which is subject to the proviso to Clause 25.6 (Disposals)), (d), (e), (f), (h), (i), (j), (k), (l), (m), (o), (q), and (r)(i) of Clause 25.6 (Disposals);

(iii)from any insurance recovery, where the Net Proceeds arising out of the same are to be applied in replacing, reinstating or repairing the relevant damaged or destroyed assets or in refinancing any expenditure incurred in the replacement, reinstatement and/or repair of such assets and such damaged or destroyed assets are replaced, reinstated or repaired within 12 months of receipt of such Net Proceeds;

(iv)out of or in connection with Separation (or any part of it) as carried out in accordance with Clause 28 (Separation of the Broadcast Business); or

(v)following or at or about the same time as Principal Separation, from any sale, transfer, lease, surrender, loan or other disposal of any interest in any member of the Broadcast Group, any Broadcast Assets or the assignment of any Indebtedness owed by any member of the Broadcast Group,

provided that to the extent that any Net Proceeds are not applied in accordance with sub-paragraphs (i) or (iii) above (as applicable) such amounts shall, subject to Clause 12.3 (Blocked Accounts), be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).

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12.3Blocked Accounts

(a)In relation to any amount of Net Proceeds referred to in paragraphs (b)(i) and (b)(iii) of Clause 12.2(a) (Repayment from Net Proceeds), any amount of Debt Proceeds contributed to the Bank Group under sub-paragraphs (b)(viii) or (b)(ix) of Clause 12.5 (Repayment from Debt Proceeds) and any amount of Equity Proceeds contributed to the Bank Group under sub-paragraphs (b)(i) or (b)(ii) of Clause 12.6 (Repayment from Equity Proceeds) pending the acquisition, reinvestment, replacement, reinstatement or repair or application towards Capital Expenditure contemplated in Clause 12.2(b), or the application towards any acquisition, investment or Capital Expenditure contemplated in Clause 12.5(b) or Clause 12.6(b), all such amounts shall be deposited in a Blocked Account.

(b)While there are any Outstandings or any of the Commitments are available for drawing, no amount shall be withdrawn from any Blocked Account by any member of the Group or the Facility Agent except for (i) amounts applied in accordance with sub-paragraphs (b)(i) and (b)(iii) of Clause 12.2 (Repayment from Net Proceeds), sub-paragraphs (b)(viii) and (b)(ix) of Clause 12.5 (Repayment from Debt Proceeds) and sub-paragraphs (b)(i) and (b)(ii) of Clause 12.6 (Repayment from Equity Proceeds), (ii) amounts applied in or towards repayment of Outstandings in accordance with Clause 12.2 (Repayment from Net Proceeds), Clause 12.5 (Repayment from Debt Proceeds) or Clause 12.6 (Repayment from Equity Proceeds) or (iii) following the Acceleration Date, applications by the Facility Agent of the whole or any part of the sums standing to the credit of a Blocked Account in or towards payment of any sums due and unpaid at any time from any Obligor under any Finance Document.

12.4Repayment from Excess Cash Flow

(a)Subject to the provisions of the Pari Passu Intercreditor Agreement upon and following an Integrated Merger Event, the Borrower shall ensure that subject to paragraphs (b) and (c) below, an amount equal to:

(i)75% of Excess Cash Flow in each financial year of the Borrower, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Total Debt as at the end of such financial year to Bank Group Covenant Profit for such financial year is greater than 4:1; or

(ii)50% of Excess Cash Flow in each financial year of the Borrower, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Total Debt as at the end of such financial year to Bank Group Covenant Profit for such financial year, is 4:1 or less but more than 3.5:1; or

(iii)25% of Excess Cash Flow in each financial year of the Borrower, in the event that the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Total Debt as at the end of such financial year to Bank Group Covenant Profit for such financial year, is 3.5:1 or less but is more than 3:1,

is applied within 10 Business Days of the delivery to the Facility Agent of the annual financial information of the Bank Group for such financial year in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).

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(b)Subject to paragraph (c) below, no repayments shall be required under paragraph (a) above in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of Consolidated Total Debt as at the end of such financial year to Bank Group Covenant Profit for the relevant financial year, is 3:1 or less.

(c)In respect of the financial year ended 31 December 2004, the calculation of any Excess Cash Flow which may be required to be prepaid pursuant to paragraphs (a) and (b) above, shall be calculated by reference to the ratio of Consolidated Total Debt as at the end of such financial year to Bank Group Covenant Profit for the last three Financial Quarters of such financial year, multiplied by four and divided by three.

12.5Repayment from Debt Proceeds

(a)Subject to the provisions of the Pari Passu Intercreditor Agreement upon and following an Integrated Merger Event, the Ultimate Parent shall, subject to paragraph (b) below, procure that 50% of Debt Proceeds raised by any member of the Group in connection with any single raising of Debt Proceeds which exceeds £10 million shall be applied in prepayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).

(b)Paragraph (a) above shall not apply to:

(i)any Financial Indebtedness raised in respect of the High Yield Notes or, to the extent applicable, any High Yield Refinancing (provided that any amount received in connection with any High Yield Refinancing which exceeds the aggregate of (A) the aggregate principal amount of the High Yield Notes or Refinancing High Yield Notes being refinanced, (B) any accrued interest thereon, (C) any make-whole and any other contractual premium payable in respect thereof and (D) any fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such refinancing, shall be required to be repaid in accordance with paragraph (a) above except to the extent such excess would be excluded from the application of paragraph (a) above under the terms of any other provision in this paragraph (b));

(ii)in connection with an Unintegrated Merger Event or at any time prior to an Integrated Merger Event, any Target Group Refinancing Indebtedness raised by any member of the Group other than a member of the Bank Group or any other Financial Indebtedness raised by any member of the Target Group;

(iii)in connection with or at any time after an Integrated Merger Event, Target Group Refinancing Indebtedness and any Post Merger Target Group Refinancing raised by any member of the Group, which is not otherwise prohibited by this Agreement, (provided in each case, that any amount received in connection with any Target Group Refinancing Indebtedness or any Post Merger Target Group Refinancing which exceeds the aggregate of (A) the aggregate principal amount of the Target Group Financial Indebtedness and/or Target Group Refinancing Indebtedness (as the case may be) which is being refinanced, (B) any accrued interest thereon, (C) make-whole and any other contractual premium payable in respect thereof which is not inconsistent with standard market practice, and (D) any fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such refinancing, shall be required to be repaid in accordance with paragraph (a) above, except to the extent such excess would be excluded from the application of paragraph (a) above under the terms of any other provision in this paragraph (b));

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(iv)any Financial Indebtedness in respect of any Hedging Agreement entered into by any member of the Group;

(v)any Financial Indebtedness raised by any member of the Group from (A) any other member of the Group or (B) any member of the Broadcast Group to the extent not prohibited by this Agreement;

(vi)any Financial Indebtedness raised by any member of the Broadcast Group where such Financial Indebtedness is not supported by way of guarantee, indemnity or otherwise by the Core Group;

(vii)any Financial Indebtedness to the extent raised by any member of the Bank Group which is permitted by Clause 25.4 (Financial Indebtedness);

(viii)any Financial Indebtedness to the extent raised by any member of the Group (other than a member of the Bank Group) which is contributed to the Bank Group in accordance with Clause 24.16 (Contributions to the Bank Group) and thereafter applied by the ultimate recipient thereof towards the purchase price of any acquisition or investment permitted by Clause 25.14 (Acquisitions and Investments);

(ix)any Financial Indebtedness to the extent raised by any member of the Group (other than a member of the Bank Group) which is contributed to the Bank Group in accordance with Clause 24.16 (Contributions to the Bank Group) and thereafter applied by the ultimate recipient thereof towards Capital Expenditure in compliance with the provisions of Clause 23.3 (Capital Expenditure);

(x)any Financial Indebtedness raised by any member of the Group which is not a member of the Bank Group, which constitutes Target Group Acquisition Indebtedness or Target Group Acquisition Refinancing Indebtedness (provided that any amount received in connection with any Target Group Acquisition Refinancing Indebtedness which exceeds the aggregate of (A) the aggregate principal amount of the Target Group Acquisition Indebtedness being refinanced, (B) any accrued interest thereon, (C) make-whole and any other contractual premium payable in respect thereof which is not inconsistent with standard market practice, and (D) any fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such refinancing, shall be required to be repaid in accordance with paragraph (a) above, except to the extent such excess would be excluded from the application of paragraph (a) above under the terms of any other provision in this paragraph (b)); or

(xi)with the prior written consent of an Instructing Group, any Financial Indebtedness raised by any member of the Group which is not a member of the Bank Group, the proceeds of which shall be applied towards the financing of an acquisition to be made by such person or any other member of the Group which is not a member of the Bank Group,

provided that in the case of sub-paragraphs (viii) and (ix) above, such Debt Proceeds shall within 90 days of receipt thereof, be contributed into the Bank Group and deposited into a Blocked Account as contemplated by Clause 12.3 (Blocked Accounts) and if not applied within 90 days after such deposit shall be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).

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12.6Repayment from Equity Proceeds

(a)Subject to the provisions of the Pari Passu Intercreditor Agreement upon and following an Integrated Merger Event, the Ultimate Parent shall procure that subject to paragraph (b) below, an amount equal to:

(i)50% of Equity Proceeds, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter in the Semi-Annual Period ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Total Debt as at such Quarter Date to Bank Group Covenant Profit for the Semi-Annual Period ending on such Quarter Date, calculated on an annualised basis, is more than 3.5:1; or

(ii)25% of Equity Proceeds, in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter in the Semi-Annual Period ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Total Debt as at such Quarter Date to Bank Group Covenant Profit for the Semi-Annual Period ending on such Quarter Date calculated on an annualised basis, is 3.5:1 or less but is more than 3:1,

shall be contributed to a member of the Bank Group in accordance with Clause 24.16 (Contributions to the Bank Group) and applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments) provided that no amount of Equity Proceeds shall be required to be prepaid under this paragraph (a) unless the amount of Equity Proceeds received by the Group in connection with any single raising of Equity Proceeds exceeds £10 million (or its equivalent in other currencies).

(b)Paragraph (a) shall not apply to any Equity Proceeds:

(i)to the extent contributed to or invested in the Bank Group in accordance with Clause 24.16 (Contributions to the Bank Group) and thereafter applied by the ultimate recipient thereof towards the purchase price of any acquisition or investment to the extent permitted by Clause 25.14 (Acquisitions and Investments);

(ii)to the extent contributed to or invested in the Bank Group in accordance with Clause 24.16 (Contributions to the Bank Group) and thereafter applied by the ultimate recipient thereof towards Capital Expenditure in compliance with the provisions of Clause 23.3 (Capital Expenditure);

(iii)to the extent raised by any member of the Group relating to any offering of securities of, or in respect of any securities of, any member of the Broadcast Group;

(iv)in the event that the Compliance Certificate most recently delivered pursuant to Clause 22.5 (Compliance Certificates) and the quarterly financial information delivered pursuant to Clause 22.1 (Financial Statements) for each Financial Quarter in the Semi-Annual Period ending on the Quarter Date to which such Compliance Certificate relates demonstrate that the ratio of Consolidated Total Debt as at such Quarter Date to Bank Group Covenant Profit for the Semi-Annual Period ending on such Quarter Date, calculated on an annualised basis, is 3:1 or less;

(v)to the extent raised by any member of the Group and applied towards consideration

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payable in connection with and any reasonable fees, commissions, expenses or other similar charges incurred by the Group in relation to, a Merger Event;

(vi)to the extent raised by any member of the Group which is a Joint Venture but which is not a member of the Bank Group and applied for its own purposes;

(vii)arising from the exercise of stock options or any similar securities issued to directors, officers or employees of any member of the Group;

(viii)at any time prior to or in connection with an Integrated Merger Event, any Equity Proceeds raised by any member of the Group (which is not a member of the Bank Group or a member of the Target Group) for the purposes of refinancing any Target Group Financial Indebtedness or any Target Group Refinancing Indebtedness not otherwise prohibited by this Agreement, (provided that any amount received by way of Equity Proceeds which exceeds the aggregate of (A) the aggregate principal amount of the Target Group Financing Indebtedness or the Target Group Refinancing Indebtedness which is being refinanced, (B) any accrued interest thereon, (C) make-whole and any other contractual premium payable in respect thereof which is not inconsistent with standard market practice, and (D) any fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such refinancing, shall be required to be repaid in accordance with paragraph (a) above, except to the extent such excess would be excluded from the application of paragraph (a) above under the terms of any other provision in this paragraph (b)); or

(ix)at any time after a Merger Event, any Equity Proceeds raised by any member of the Target Group for the purposes of refinancing any Target Group Financial Indebtedness or any Target Group Refinancing Indebtedness not otherwise prohibited by this Agreement,

provided that in the case of sub-paragraphs (i) and (ii) above, such Equity Proceeds shall immediately upon their contribution into the Bank Group, be deposited into a Blocked Account and if not applied in accordance with sub-paragraphs (i) or (ii), as the case may be, within 180 days of such receipt, shall be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).

12.7Repayment from Securitisations and Factoring

Subject to the provisions of the Pari Passu Intercreditor Agreement upon and following an Integrated Merger Event, all net cash proceeds received by any member of the Bank Group in respect of any asset securitisation programme or any receivables factoring transaction involving receivables of such member of the Bank Group permitted under paragraph (k) of Clause 25.6 (Disposals), up to an aggregate amount of £100 million (or its equivalent in other currencies) shall, first, permanently cancel the Available Revolving Facility Commitment in an amount equal to such net cash proceeds received (with corresponding amount of cash proceeds to be retained for use by any member of the Bank Group towards any purpose determined by it) and, thereafter, shall be applied in permanent prepayment of any Revolving Facility Outstandings or, to the extent that there are no Revolving Facility Outstandings and the Available Revolving Facility Commitments have been reduced to zero, in prepayment in accordance with Clause 11.3 (Application of Repayments).

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13.INTEREST ON REVOLVING FACILITY ADVANCES

13.1Interest Payment Date for Revolving Facility Advances

On each Repayment Date (and, if the Term of any Revolving Facility Advance exceeds 6 months, on the expiry of each period of 6 months during such Term) the Borrower shall pay accrued interest on each Revolving Facility Advance made to it.

13.2Interest Rate for Revolving Facility Advances

The rate of interest applicable to each Revolving Facility Advance during its Term shall be the rate per annum which is the sum of the Revolving Facility Margin, the Associated Costs Rate for such Advance at such time (if applicable) and, in relation to any Revolving Facility Advance denominated in euro, EURIBOR, or in relation to any Revolving Facility denominated in any other currency, LIBOR, for the relevant Term.

13.3Margin Ratchet for Revolving Facility Advances

(a)Subject to paragraph (c) of this Clause 13.3, if in respect of any Quarter Date falling not less than 6 months after the date of this Agreement, the ratio of Consolidated Net Borrowings to Bank Group Covenant Profit computed on the same basis as the ratio set out in paragraph (a) of Clause 23.2 (Ratios) is within the range of ratios set out in column 1 of the table set out below, then the Revolving Facility Margin shall be reduced or increased to the percentage rate per annum set out opposite the relevant range in column 2.

Margin Ratchet Table

Column 1	Column 2
Greater than or equal to 4:1	2.25	%
Less than 4:1 but greater than or equal to 3.5:1	2.00	%
Less than 3.5:1 but greater than or equal to 3:1	1.75	%
Less than 3:1	1.50	%

(b)Any reduction or increase to the Revolving Facility Margin in accordance with paragraph (a) above shall take effect in relation to Revolving Facility Advances with effect from the date of receipt by the Facility Agent in respect of the relevant Quarter Date of:

(i)the quarterly financial information required to be delivered in accordance with Clause 22.1 (Financial Statements); and

(ii)a Compliance Certificate required to be delivered in accordance with paragraph (a) of Clause 22.5 (Compliance Certificates) setting out the relevant ratio of Consolidated Net Borrowings to Bank Group Covenant Profit,

and shall apply until the date of receipt by the Facility Agent of the quarterly financial information and Compliance Certificate in respect of the next succeeding Quarter Date (or if such financial information and Compliance Certificate are not so delivered, the last day upon which such financial information and Compliance Certificate should have been so delivered in accordance with Clause 22.1 (Financial Statements) and paragraph (a) of Clause 22.5 (Compliance Certificates)) whereupon the Revolving Facility Margin shall be recalculated on

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the basis of such financial information and Compliance Certificate;

(c)Upon the occurrence of any Event of Default, the Revolving Facility Margin shall revert to 2.25% and shall remain at such rate for so long as such Event of Default is continuing and when such Event of Default ceases to be continuing it shall revert:

(i)in the case of an Event of Default set out in paragraph (c) of Clause 27.3 (Covenants), upon the date on which the Facility Agent has received a Compliance Certificate confirming compliance with the financial covenants set out in Clause 23 (Financial Condition); or

(ii)in the case of any Event of Default not referred to in sub-paragraph (i) above either (A) upon the date on which the Facility Agent has received a certificate of a duly authorised officer of the Borrower certifying that such Event of Default has been remedied, in which case, immediately upon receipt of such certificate or (B) where the Lenders have waived such Event of Default in accordance with the terms of this Agreement, in which case, immediately upon the Facility Agent having confirmed to the Borrower that such Event of Default has been waived,

in each case, to the applicable rate provided in paragraph (a) above by reference to:

(x)in the case of an Event of Default of the type referred to in paragraph (c)(i) above, the ratio of Consolidated Net Borrowings to Bank Group Covenant Profit set out in the Compliance Certificate referred to therein; or

(y)in the case of any other Event of Default, by reference to the ratio of Consolidated Net Borrowings to Bank Group Covenant Profit set out in the Compliance Certificate most recently delivered to the Facility Agent prior to the remedy or waiver of such Event of Default.

14.INTEREST ON TERM FACILITY ADVANCES

14.1Interest Periods for Term Facility Advances

The period for which a Term Facility Advance is outstanding shall be divided into successive periods (each an “Interest Period”) each of which (other than the first) shall start on the last day of the preceding such period.

14.2Duration

The duration of each Interest Period shall, save as otherwise provided in this Agreement, be 1, 2, 3 or 6 months, or such other period as the Facility Agent may agree (provided that in respect of any period of more than 6 months, the Facility Agent shall obtain the prior consent of the Lenders), in each case, as the Borrower may select by no later than 2:00 p.m. on the date falling 3 Business Days before the first day of the relevant Interest Period, provided that:

(a)if the Borrower fails to give such notice of selection in relation to an Interest Period, the duration of that Interest Period shall, subject to the other provisions of this Clause 14, be 3 months;

(b)prior to the Syndication Date, unless the Facility Agent otherwise agrees, the duration of each Interest Period shall be 1 month (or, if less, such duration as may be necessary to ensure that such Interest Period ends on the Syndication Date); and

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(c)any Interest Period that would otherwise end during the month preceding or extend beyond a Repayment Date relating to the relevant Term Facility Outstandings shall be of such duration that it shall end on that Repayment Date if necessary to ensure that there are Advances under the relevant Term Facility with Interest Periods ending on the relevant Repayment Date in a sufficient aggregate amount to make the repayment due on that Repayment Date.

14.3Consolidation of Term Facility Advances

If 2 or more Interest Periods in respect of Term Facility Advances denominated in the same currency under the same Term Facility end at the same time, then on the last day of those Interest Periods, the Term Facility Advances to which those Interest Periods relate shall be consolidated into and treated as a single Term Facility Advance.

14.4Division of Term Facility Advances

Subject to the requirements of Clause 14.2 (Duration) the Borrower may, by no later than 2:00 p.m. on the date falling 3 Business Days before the first day of the relevant Interest Period, direct that any Term Facility Advance borrowed by it shall, at the beginning of the next Interest Period relating to it, be divided into (and thereafter, save as otherwise provided in this Agreement, be treated in all respects as) 2 or more Advances in such amounts (equal in aggregate to the Sterling Amount of the Term Facility Advance being so divided) as shall be specified by the Borrower in such notice provided that the Borrower shall not be entitled to make such a direction if:

(a)as a result of so doing, there would be outstanding more than 10Advances under the relevant Term Facility; or

(b)any Term Facility Advance thereby coming into existence would have a Sterling Amount of less than £25 million.

14.5Payment of Interest for Term Facility Advances

On the last day of each Interest Period (or if such day is not a Business Day, on the immediately succeeding Business Day in the then current month (if there is one) or the preceding Business Day (if there is not)), and if the relevant Interest Period exceeds 6 months, on the expiry of each 6 month period during that Interest Period, the Borrower shall pay accrued interest on the Term Facility Advance to which such Interest Period relates.

14.6Interest Rate for Term Facility Advances

The rate of interest applicable to a Term Facility Advance at any time during an Interest Period relating to it shall be the rate per annum which is the sum of the Applicable Margin, the Associated Costs Rate for such Advance at such time (if applicable) and, in relation to any Term Facility Advance denominated in euro, EURIBOR, or in relation to any Term Facility Advance denominated in any other currency, LIBOR, for such Interest Period.

14.7Margin Ratchet for A Facility Advances

(a)Subject to paragraph (c) of this Clause 14.7, if in respect of any Quarter Date falling not less than 6 months after the date of this Agreement the ratio of Consolidated Net Borrowings to Bank Group Covenant Profit computed on the same basis as the ratio set out in paragraph (a) of Clause 23.2 (Ratios) is within the range of ratios set out in column 1 of the table set out below, then the A Facility Margin shall be reduced or increased to the percentage rate per annum set out opposite the relevant range in column 2.

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Margin Ratchet Table

Column 1	Column 2
Greater than or equal to 4:1	2.25	%
Less than 4:1 but greater than or equal to 3.5:1	2.00	%
Less than 3.5:1 but greater than or equal to 3:1	1.75	%
Less than 3:1	1.50	%

(b)Any reduction or increase to the A Facility Margin in accordance with paragraph (a) above shall take effect in relation to A Facility Advances with effect from the date of receipt by the Facility Agent in respect of the relevant Quarter Date of:

(i)the quarterly financial information required to be delivered in accordance with Clause 22.1 (Financial Statements); and

(ii)a Compliance Certificate required to be delivered in accordance with paragraph (a) of Clause 22.5 (Compliance Certificates) setting out the relevant ratio of Consolidated Net Borrowings to Bank Group Covenant Profit,

and shall apply until the date of receipt by the Facility Agent of the quarterly financial information and Compliance Certificate in respect of the next succeeding Quarter Date (or if such financial information and Compliance Certificate are not so delivered, the last day upon which such financial information and Compliance Certificate should have been so delivered in accordance with Clause 22.1 (Financial Statements) and paragraph (a) of Clause 22.5 (Compliance Certificates)) whereupon the A Facility Margin shall be recalculated on the basis of such financial information and Compliance Certificate;.

(c)Upon the occurrence of any Event of Default, the A Facility Margin shall revert to 2.25% and shall remain at such rate for so long as the Event of Default is continuing and when such Event of Default ceases to be continuing it shall revert:

(i)in the case of an Event of Default set out in paragraph (c) of Clause 27.3 (Covenants), upon the date on which the Facility Agent has received a Compliance Certificate confirming compliance with the financial covenants set out in Clause 23 (Financial Condition); or

(ii)in the case of any Event of Default not referred to in sub-paragraph (i) above either (A) upon the date on which the Facility Agent has received a certificate of a duly authorised officer of the Borrower certifying that such Event of Default has been remedied, immediately upon receipt of such certificate or (B) where the Lenders have waived such Event of Default in accordance with the terms of this Agreement, immediately upon the Facility Agent having confirmed to the Borrower that such Event of Default has been waived,

in each case, to the applicable rate provided in paragraph (a) above by reference to:

(x)in the case of an Event of Default of the type referred to in paragraph (c)(i) above, the ratio of Consolidated Net Borrowings to Bank Group Covenant Profit set out in the Compliance Certificate referred to therein; or

(y)in the case of any other Event of Default, by reference to the ratio of Consolidated Net Borrowings to Bank Group Covenant Profit set out in the Compliance Certificate

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most recently delivered to the Facility Agent prior to the remedy or waiver of such Event of Default.

14.8Notification

The Facility Agent shall promptly notify the Borrower and the Lenders of each determination of LIBOR, EURIBOR, the Associated Costs Rate, and any change to the proposed length of a Term or Interest Period or any interest rate occasioned by the operation of Clause 15 (Market Disruptions and Alternative Interest Rates).

15.MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

15.1Market Disruption

If, in relation to any Interest Period or Term:

(a)EURIBOR or LIBOR, as the case may be, is to be determined by reference to the Reference Banks and, at or about 11.00 a.m. (Brussels time in the case of EURIBOR or London time in the case of LIBOR) on the Quotation Date for such Interest Period or Term, none or only one of the Reference Banks supplies a rate for the purpose of determining EURIBOR or LIBOR, as the case may be, for the relevant period; or

(b)before the close of business in London on the Quotation Date for such Interest Period or Term, the Facility Agent has been notified by a Lender or each of a group of Lenders to whom in aggregate 40% or more of the relevant Advance is owed (or, in the case of an undrawn Advance, if made, would be owed) that the cost to it of obtaining matching deposits for the relevant Advance in the Relevant Interbank Market would be in excess of EURIBOR or LIBOR, as the case may be,

then the Facility Agent shall notify the Borrower and the Lenders of such event and, notwithstanding anything to the contrary in this Agreement, Clause 15.2 (Substitute Interest Period or Term and Interest Rate) shall apply (if the relevant Advance is a Term Facility Advance which is already outstanding or a Rollover Advance).  If either paragraph (a) or (b) applies to a proposed Advance other than a Rollover Advance, such Advance shall not be made.

15.2Substitute Interest Period or Term and Interest Rate

(a)If paragraph (a) of Clause 15.1 (Market Disruption) applies, the duration of the relevant Interest Period or Term shall be 1 month or, if less, such that it shall end on the Termination Date in respect of the Revolving Facility (in the case of a Rollover Advance) or the next succeeding Repayment Date (in the case of a Term Facility Advance).

(b)If either paragraph of Clause 15.1 (Market Disruption) applies to an Advance, the rate of interest applicable to each Lender’s portion of such Advance during the relevant Interest Period or Term shall (subject to any agreement reached pursuant to Clause 15.3 (Alternative Rate)) be the rate per annum which is the sum of:

(i)the Applicable Margin;

(ii)the rate per annum notified to the Facility Agent by such Lender before the last day of such Interest Period or Term to be that which expresses as a percentage rate per annum the cost to such Lender of funding from whatever sources it may reasonably select its portion of such Advance during such Interest Period or Term; and

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(iii)the Associated Costs Rate, if any, applicable to such Lender’s participation in the relevant Advance.

15.3Alternative Rate

If Clause 15.1 (Market Disruption) applies and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations with a view to agreeing an alternative basis:

(a)for determining the rate of interest from time to time applicable to such Advances; and/or

(b)upon which such Advances may be maintained (whether in Sterling or some other currency) thereafter,

and any such alternative basis that is agreed shall take effect in accordance with its terms and be binding on each party to this Agreement, provided that the Facility Agent may not agree any such alternative basis without the prior consent of each Lender, acting reasonably.

16.COMMISSIONS AND FEES

16.1Commitment Fees

The Borrower shall pay to the Facility Agent for the account of each Lender (other than an Ancillary Facility Lender) a commitment commission on the aggregate amount of such Lender’s Available Commitment in respect of each Facility made available by it (other than any Ancillary Facility) from day to day during the period beginning on the date of this Agreement and ending on the relevant Termination Date, such commitment commission to be calculated at the lower of (a) a rate of 0.75% per annum and (b) 50% of the Applicable Margin in respect of the relevant Facility on the date on which such commission is to be paid, payable in arrears on the last day of each successive period of 3 months which ends during such period and on the Termination Date for the relevant Facility.

16.2Arrangement and Underwriting Fee

The Borrower shall pay to the Initial MLAs (as defined in the Commitment Letter) the fees specified in the letter dated 2 March, 2004 from the Initial MLAs to the Ultimate Parent and the Borrower at the times and in the amounts specified in such letter.

16.3Agency Fee

The Borrower shall pay to the Facility Agent for its own account the fees specified in the letter dated 2 March, 2004 from the Facility Agent to the Ultimate Parent and the Borrower at the times and in the amounts specified in such letter.

16.4Documentary Credit Fee

The Borrower shall, in respect of each Documentary Credit, pay to the Facility Agent for the account of each Indemnifying Lender (for distribution in proportion to each Indemnifying Lender’s L/C Proportion of such Documentary Credit) a documentary credit fee in the currency in which the relevant Documentary Credit is denominated at a rate equal to the applicable Revolving Facility Margin applied on the Outstanding L/C Amount in relation to such Documentary Credit.  Such documentary credit fee shall be paid in arrears on the last day of each successive period of 3 months which begins during the Term of the relevant Documentary Credit and on the relevant Expiry Date.  Accrued Documentary Credit fees shall also be payable on the cancelled amount of any Revolving Facility Commitment attributable to a Documentary Credit which is repaid in full at the time such

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cancellation is effective, if the Revolving Facility Commitment is cancelled in full and a Documentary Credit is repaid in full.

16.5L/C Bank Fee

The Borrower shall pay to the L/C Bank a fronting fee in respect of each Documentary Credit requested by it in the amount and at the times agreed in the letter dated on or about the date of this Agreement between the L/C Bank and the Borrower.

17.TAXES

17.1Tax Gross-up

(a)Each payment made by Cableco or an Obligor under a Finance Document shall be made by it without any Tax Deduction, unless a Tax Deduction is required by Law.

(b)As soon as it becomes aware that Cableco or an Obligor is or will be required by Law to make a Tax Deduction (or that there is any change in the rate at which or the basis on which such Tax Deduction is to be made) Cableco or the relevant Obligor shall notify the Facility Agent accordingly.

(c)If a Tax Deduction is required by Law to be made by Cableco or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required.

(d)If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Finance Party which represents an amount or amounts received from Cableco or an Obligor, either Cableco or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the payment which it would have received if no Tax Deduction had been required

(e)If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall, unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction of any payment in connection with that Tax Deduction, the Facility Agent or the Security Trustee as appropriate making that Tax Deduction or other payment shall deliver to the Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority.

(f)Neither Cableco nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of tax imposed by the Relevant Tax Jurisdiction of either Cableco or that Obligor on a payment of interest in respect of a participation in an Advance by that Lender to the Borrower where that Lender is not a Qualifying Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying Lender on that date.

(g)Either Cableco or the relevant Obligor which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the

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relevant taxing authority within the time allowed and in the minimum amount required by Law.

(h)Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either Cableco or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Finance Party entitled to the interest to which such Tax Deduction or payment relates evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority.

(i)Each Lender expressed to be a “UK Non-Bank Lender” in Part 2 of Schedule 1 (UK Non-Bank Lenders) or in the Transfer Deed pursuant to which it becomes a Lender represents and warrants to:

(i)the Facility Agent and to the Borrower, on the date of this Agreement, or on the relevant Transfer Date (as the case may be) that it is within paragraph (a) of the definition of UK Non-Bank Lender on that date (unless, if it is not within paragraph (a), it is within paragraph (b) of the definition of UK Non-Bank Lender on that date, and has notified the Facility Agent of the circumstances by virtue of which it falls within such paragraph (b) and has provided evidence of the same to the Borrower if and to the extent requested to do so, the Facility Agent; and

(ii)the Facility Agent and to the Borrower, that unless it notifies the Facility Agent and the Borrower to the contrary in writing prior to any such date, its representation and warranty in paragraph (i) of this Clause 17.1(i) is true in relation to that Lender’s participation in each Advance made to the Borrower, on each date that the Borrower makes a payment of interest in relation to such Advance.

(j)Any Lender which was a Qualifying Lender when it became party to this Agreement but subsequently ceases to be a Qualifying Lender (other than by reason of a Change in Tax Law in the United Kingdom) shall promptly notify the Borrower of that event, provided that if there is a Change in Tax Law in the United Kingdom which in the reasonable opinion of the Borrower may result in any Lender which was a Qualifying Lender when it became a party to this Agreement ceasing to be a Qualifying Lender, such Qualifying Lender shall co-operate with the Borrower and provide reasonable evidence requested by the Borrower in order for the Borrower to determine whether such Lender has ceased to be a Qualifying Lender.

(k)A Treaty Lender and either Cableco or the relevant Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for either Cableco or the relevant Obligor to obtain authorisation to make that payment without a Tax Deduction.

17.2Tax Indemnity

(a)Subject to paragraph (b) of this Clause, the Borrower shall (within 5 Business Days of demand by the Facility Agent) pay (or procure that either Cableco or the relevant Obligor pays) for the account of a Protected Party an amount equal to any Tax Liability which that Protected Party reasonably determines has been or will be suffered by that Protected Party (directly or indirectly) in connection with any Finance Document.

(b)Paragraph (a) of this Clause shall not apply:

(i)with respect to any Tax Liability of a Protected Party in respect of Tax on Overall Net Income of that Protected Party;

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(ii)to the extent that any Tax Liability has been compensated for by an increased payment or other payment under paragraphs (c) or (d) of Clause 17.1 (Tax Gross-up) or would have been compensated for by such an increased payment or other payment, but for the application of paragraph (f) of Clause 17.1 (Tax Gross-up); or

(iii)until the Closing Date has occurred.

(c)A Protected Party making, or intending to make, a claim pursuant to paragraph (a) of this Clause 17.2 shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim together with supporting evidence, following which the Facility Agent shall notify the Borrower and provide such evidence to it.

(d)A Protected Party shall, on receiving a payment from either Cableco or an Obligor under this Clause 17.2, notify the Facility Agent.

(e)In this Clause 17.2:

“Tax Liability” means, in respect of any Protected Party:

(i)any liability or any increase in the liability of that person to make any payment of or in respect of tax;

(ii)any loss of any relief, allowance, deduction or credit in respect of tax which would otherwise have been available to that person;

(iii)any setting off against income, profits or gains or against any tax liability of any relief, allowance, deduction or credit in respect of tax which would otherwise have been available to that person; and

(iv)any loss or setting off against any tax liability of a right to repayment of tax which would otherwise have been available to that person.

For this purpose, any question of whether or not any relief, allowance, deduction, credit or right to repayment of tax has been lost or set off in relation to any person, and if so, the date on which that loss or set-off took place, shall be conclusively determined by that person and such determination shall be binding on the relevant parties to this Agreement, acting reasonably and in good faith.

“Tax on Overall Net Income” means, in relation to a Protected Party, tax (other than tax deducted or withheld from any payment) imposed on the net income of that Protected Party by the jurisdiction in which the relevant Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which the Finance Party is treated as residing for tax purposes or in which the relevant Finance Party’s Facility Office or head office is situated.

(f)A Protected Party making or intending to make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim together with supporting evidence, following which the Facility Agent shall notify the Borrower and provide such evidence to it.

(g)A Protected Party shall, on receiving a payment from an Obligor under this Clause 17.2, notify the Facility Agent.

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17.3Tax Credit

(a)If either Cableco or an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(i)a Tax Credit is attributable to that Tax Payment; and

(ii)that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall (subject to paragraph (b) below and to the extent that such Finance Party can do so without prejudicing the availability and/or the amount of the Tax Credit and the right of that Finance Party to obtain any other benefit, relief or allowance which may be available to it) pay to either Cableco or the relevant Obligor such amount which that Finance Party determines, acting reasonably and in good faith, will leave it (after that payment) in the same after-tax position as it would have been in had the Tax Payment not been made by Cableco or the relevant Obligor.

(b)(i)Each Finance Party shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax Credits and shall not be obliged to arrange its business or its tax affairs in any particular way in order to be eligible for any credit or refund or similar benefit.

(ii)No Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations.

(iii)If a Finance Party has made a payment to Cableco or an Obligor pursuant to this Clause 17.3 on account of a Tax Credit and it subsequently transpires that that Finance Party did not receive that Tax Credit, either Cableco or such Obligor, as the case may be, shall, on demand, pay to that Finance Party the amount which that Finance Party determines, acting reasonably and in good faith, will put it (after that payment is received) in the same after-tax position as it would have been in had no such payment been made to Cableco or such Obligor.

(c)No Finance Party shall be obliged to make any payment under this Clause 17.3 if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

18.INCREASED COSTS

18.1Increased Costs

Subject to Clause 18.3, (Exceptions) the Borrower shall, within 3 Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates as a result (direct or indirect) of:

(a)the introduction or implementation of or any change in (or any change in the interpretation, administration or application of) any Law, regulation, practice or concession or any directive, requirement, request or guideline (whether or not having the force of law but where such law, regulation, practice, concession, directive, requirement, request or guideline does not have the force of law, it is one with which banks or financial institutions subject to the same are generally accustomed to comply) of any central bank, including the European Central Bank, the Financial Services Authority or any other fiscal, monetary, regulatory or other authority after the date of this Agreement;

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(b)compliance with any Law, regulation, practice, concession or any such directive, requirement, request or guideline made after the date of this Agreement; or

(c)the implementation of economic or monetary union by any Member State which is not already a Participating Member State.

18.2Increased Costs Claims

(a)A Finance Party intending to make a claim pursuant to Clause 18.1 (Increased Costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

(b)Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its or if applicable, its Affiliate’s Increased Costs setting out in reasonable detail its calculations in relation to such Increased Costs.

18.3Exceptions

Clause 18.1 (Increased Costs) does not apply to the extent any Increased Cost which is:

(a)attributable to a Tax Deduction required by Law to be made by Cableco or an Obligor, as the case may be;

(b)compensated for by Clause 17.2 (Tax Indemnity) (or would have been compensated for by Clause 17.2 but was not so compensated solely because paragraph (b) of Clause 17.2 applied);

(c)compensated for by the payment of the Associated Costs Rate; or

(d)attributable to the gross negligence of, or wilful breach by, the relevant Finance Party or if applicable, any of its Affiliates of any law, regulation, practice, concession, directive, requirement, request or guideline, to which the imposition of such Increased Cost relates.

19.ILLEGALITY

If it becomes unlawful in any relevant jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Advance or to issue a Documentary Credit or provide a guarantee in relation to it as envisaged hereby/or in any Ancillary Facility:

(a)that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(b)upon the Facility Agent notifying the Borrower, the Available Commitments of that Lender will immediately be cancelled and its Commitments reduced to zero and such Lender shall not thereafter be obliged to participate in any Advance or issue or guarantee any Documentary Credit/or make available any Ancillary Facility; and

(c)if so required by the Facility Agent on behalf of the relevant Lender, the Borrower shall repay that Lender’s participation in the Advances made to it on the last day of the current Interest Period or Term for each Advance occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by Law) and, if applicable, shall promptly reduce that Lender’s L/C Proportion of the Outstanding L/C Amount in respect of any outstanding Documentary Credit issued by it to zero and, if applicable, shall promptly reduce the Ancillary Facility Outstandings in respect of that Lender

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to zero, together with accrued interest and all other amounts owing to that Lender under the Finance Documents.

20.MITIGATION

20.1Mitigation

(a)Each Finance Party shall in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under, or pursuant to, or cancelled pursuant to, any of Clause 17 (Taxes), Clause 18 (Increased Costs) or Clause 19 (Illegality) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office or financial institution acceptable to the Borrower which is willing to participate in any Facility in which such Lender has participated.

(b)Paragraph (a) of this Clause does not in any way limit the obligations of Cableco or any Obligor under the Finance Documents.

20.2Limitation of Liability

(a)With effect from the Closing Date, the Borrower agrees to indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 20.1 (Mitigation).

(b)A Finance Party is not obliged to take any steps under Clause 20.1 if, in the opinion of that Finance Party (acting reasonably), to do so might in any way be prejudicial to it.

21.REPRESENTATIONS AND WARRANTIES

(a)The Ultimate Parent makes each of the representations and warranties set out in Clauses 21.1 (Due Organisation), 21.4 (No Immunity), 21.5 (Governing Law and Judgments), 21.6 (All Actions Taken), 21.7 (No Filing or Stamp Taxes), 21.8 (Binding Obligations), 21.9 (No Winding- up), 21.12 (Original Financial Statements), 21.13 (No Material Adverse Change), 21.14 (No Undisclosed Liabilities), 21.17 (Execution of Finance Documents), paragraph (d) of Clause 21.18 (Structure), 21.20 (Necessary Authorisations), 21.26 (Investment Company Act) and 21.27 (Public Utility Holding Company Act) to each Finance Party on the date of this Agreement and on the Closing Date (except where the Closing Date falls on the date immediately after the date of this Agreement) with respect to itself.  Any Holding Company of the Ultimate Parent who accedes to this Agreement pursuant to Clause 26.2 (Acceding Holding Company) makes each of the Repeating Representations (other than the representations and warranties set out in paragraphs (a), (b) and (c) of Clause 21.18 (Structure) and Clause 21.29 (Centre of Main Interests)) with respect to itself on the date on which it accedes to this Agreement.

(b)Cableco makes each of the representations and warranties set out in Clauses 21.1 (Due Organisation), 21.2 (No Deduction), 21.3 (Claims Pari Passu), 21.4 (No Immunity), 21.5 (Governing Law and Judgments), 21.6 (All Actions Taken), 21.7 (No Filing or Stamp Taxes), 21.8 (Binding Obligations), 21.9 (No Winding- up), paragraph (c) of Clause 21.16 (Indebtedness and Encumbrances), 21.17 (Execution of Finance Documents), paragraphs (c) and (e) of Clause 21.18 (Structure), 21.20 (Necessary Authorisations), 21.25 (Security) and 21.29 (Centre of Main Interests), to each Finance Party on the date upon which it accedes to this Agreement and (if different) on the Closing Date (except where the Closing Date falls on the date immediately after the date of this Agreement) with respect to itself.

(c)           The Borrower makes each of the representations and warranties:

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(i)set out in this Clause 21, other than Clauses 21.12 (Original Financial Statements), 21.14 (No Undisclosed Liabilities), 21.15 (Accuracy of Information), paragraphs (c), (d) and (e) of Clause 21.18 (Structure), 21.26 (Investment Company Act) and 21.27 (Public Utility Holding Company) with respect to itself as at the date of this Agreement and on the Closing Date (except where the Closing Date falls on the date immediately after the date of this Agreement);

(ii)set out in Clauses 21.9 (No Winding Up), 21.10 (No Event of Default), 21.11 (No Material Proceedings), paragraphs (a) and (b) of Clause 21.16 (Indebtedness and Encumbrances), paragraph (a) of Clause 21.24 (Pension Plans) and  21.28 (Insurance)with respect to each member of the Bank Group as at the date of this Agreement and on the Closing Date (except where the Closing Date falls on the date immediately after the date of this Agreement);

(iii)set out in Clause 21.15 (Accuracy of Information), with respect to the Bank Group taken as a whole as at the respective dates on which the Information Memorandum, Agreed Business Plan or Budget were prepared; and

(iv)set out in paragraphs (a) and (b) of Clause 21.18 (Structure) as at the Closing Date.

(d)Each Original Guarantor makes each of the representations and warranties set out in this Clause 21 other than Clauses 21.12 (Original Financial Statements), 21.13 (No Material Adverse Change), 21.14 (Undisclosed Liabilities), 21.15 (Accuracy of Information), 21.18 (Structure), 21.26 (Investment Company Act) and 21.27 (Public Utility Holding Company), with respect to itself on the date on which it accedes to this Agreement and on the Closing Date (except where the Closing Date falls on the date immediately after the date of this Agreement).  Each Acceding Guarantor (other than an Original Guarantor) which accedes to this Agreement makes each of the Repeating Representations other than each of the representations and warranties set out in Clauses 21.18 (Structure), 21.26 (Investment Company Act) and 21.27 (Public Utility Holding Company) with respect to itself on the date on which it accedes to this Agreement.

(e)Notwithstanding the foregoing, other than in relation to the representations and warranties set out in Clauses 21.1 (Due Organisation) to Clause 21.8 (Binding Obligations), no Obligor shall give any representation or warranty set out in this Clause 21 to the extent such representation or warranty relates to the Broadcast Business.

21.1Due Organisation

It is a company or partnership duly organised under the laws of its jurisdiction of incorporation or establishment with power to enter into those of the Finance Documents to which it is party and to exercise its rights and perform its obligations thereunder and all corporate and (subject to paragraphs (d) and (e) of Reservations) other action required to authorise its execution of those of the Finance Documents to which it is party and its performance of its obligations have been duly taken.

21.2No Deduction

Under the laws of its Relevant Tax Jurisdiction in force at the date of this Agreement, it will not be required to make any deduction for or withholding on account of tax from any payment it may make under any of the Finance Documents to any Lender which is a Qualifying Lender.

21.3Claims Pari Passu

Subject to the Reservations, under the laws of its jurisdiction of incorporation or establishment, and, if different, England, in force at the date of this Agreement, the claims of the Finance Parties against it

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under the Finance Documents to which it is party rank and will rank at least pari passu with the claims of all its unsecured and unsubordinated creditors save those whose claims are preferred by any bankruptcy, insolvency, liquidation or similar laws of general application.

21.4No Immunity

In any legal proceedings taken in its jurisdiction of incorporation or establishment and, if different, England in relation to any of the Finance Documents to which it is party it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.

21.5Governing Law and Judgments

Subject to the Reservations, in any legal proceedings taken in its jurisdiction of incorporation or establishment in relation to any of the Finance Documents to which it is party, the choice of law expressed in such documents to be the governing law of it and any judgment obtained in such jurisdiction will be recognised and enforced.

21.6All Actions Taken

All acts, conditions and things required to be done, fulfilled and performed in order:

(a)to enable it lawfully to enter into, exercise its rights under and perform and comply with all material obligations expressed to be assumed by it in the Finance Documents to which it is party;

(b)subject to the Reservations, to ensure that all material obligations expressed to be assumed by it in the Finance Documents to which it is party are legal, valid and binding; and

(c)subject to the Reservations, to make the Finance Documents to which it is party admissible in evidence in its jurisdiction of incorporation or establishment and, if different, the United Kingdom,

have been done, fulfilled and performed.

21.7No Filing or Stamp Taxes

Under the laws of its Relevant Tax Jurisdiction and, if different, the United Kingdom, in force at the date of this Agreement, it is not necessary that any of the Finance Documents to which it is party be filed, recorded or enrolled with any court or other authority in such jurisdiction or that any stamp, registration or similar tax be paid on or in relation to any of them other than those filings which are necessary to perfect the Security and save as stated in the Reservations.

21.8Binding Obligations

Subject to the Reservations, the obligations expressed to be assumed by it in the Finance Documents to which it is party, are legal, valid and binding and enforceable against it in accordance with the terms thereof and no limit on its powers will be exceeded as a result of the borrowings, grant of security or giving of guarantees contemplated by such Finance Documents or the performance by it of any of its obligations thereunder.

21.9No Winding-up

None of the Ultimate Parent, Cableco or any member of the Bank Group is taking any corporate action nor are any other steps being taken (including the commencement of any legal proceedings) against the Ultimate Parent, Cableco or any member of the Bank Group, for its winding-up,

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dissolution or administration or for the appointment of a receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of any or all of its assets or revenues save as disclosed to the Facility Agent prior to the date of this Agreement.

21.10No Event of Default

No Event of Default is continuing or might reasonably be expected to result from the making of any Advance.

21.11No Material Proceedings

No litigation, arbitration or administrative proceeding of or before any court, arbitral body, or agency which could reasonably be expected to have a Material Adverse Effect has been started or, to the best of its knowledge, is threatened or is pending against it or any member of the Bank Group, other than litigation, arbitration or administrative proceedings commenced prior to the date of this Agreement, details of which are set out in the Offering Memorandum issued in respect of the High Yield Notes dated April 2004.

21.12Original Financial Statements

Its Original Financial Statements were prepared in accordance with applicable GAAP which have been consistently applied (unless and to the extent expressly disclosed to the Facility Agent in writing to the contrary before the date of this Agreement) and fairly present in all material respects the consolidated financial position of the Group at the date as of which they were prepared and/or (as appropriate) the results of operations and changes in financial position during the period for which they were prepared.

21.13No Material Adverse Change

Since publication of its Original Financial Statements and, in the case of the Borrower only, the date of the Agreed Business Plan, no event or series of events has occurred, in each case which has or could reasonably be expected to have a Material Adverse Effect.

21.14No Undisclosed Liabilities

As at 31 December 2003, neither the Ultimate Parent nor any of its Subsidiaries had any material liabilities (contingent or otherwise) which were not disclosed thereby (or by the notes thereto) or reserved against therein and the Group had no material unrealised or anticipated losses arising from commitments entered into by it which were not so disclosed or reserved against, in each case, to the extent required to be disclosed by applicable GAAP.

21.15Accuracy of Information

In the case of the Borrower only:

(a)to the best of its knowledge and belief having made all reasonable and proper enquiries, all statements of fact relating to the business, assets, financial condition and operations of the Group contained in the Information Memorandum are true, complete and accurate in all material respects as at the date on which the Information Memorandum was published;

(b)the opinions and views expressed in the Information Memorandum, the Agreed Business Plan and the current Budget represent the honestly held opinions and views of the Borrower and were arrived at after careful consideration and were based on reasonable grounds as at the dates on which they were prepared;

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(c)all projections and forecasts made by any member of the Group in the Information Memorandum, the Agreed Business Plan and the current Budget are based upon assumptions (including, without limitation, assumptions as to the future performance of the business, inflation, price increases and efficiency gains) which the Borrower has carefully considered and considers to be fair and reasonable in all material respects as at the dates on which they were prepared; and

(d)the Information Memorandum, the Agreed Business Plan and the current Budget did not omit to disclose or take into account any matter known to the Borrower after due and careful enquiry where failure to disclose or take into account such matter would result in any of the Information Memorandum, the Agreed Business Plan or the current Budget (or any information or projection contained therein) being misleading in any material respect as at the date thereof and which might, if disclosed, adversely affect the decision of a person considering whether to provide finance to the Group.

21.16Indebtedness and Encumbrances

(a)Save as permitted under this Agreement, neither it nor any member of the Bank Group has incurred any Financial Indebtedness which is outstanding.

(b)Save as permitted under this Agreement, no Encumbrance exists over all or any of the present or future revenues or assets of any member of the Bank Group.

(c)In relation to Cableco only, save as provided in the Security Documents or granted in respect of the Existing Senior Credit Facilities Agreement, no Encumbrance exists over any of its rights, title or interest in the shares of the Borrower or the Parent Intercompany Debt.

21.17Execution of Finance Documents

Its execution of the Finance Documents to which it is party and the exercise of its rights and performance of its obligations thereunder do not and will not:

(a)conflict with any agreement, mortgage, bond or other instrument or treaty to which it is a party or which is binding upon it or any of its assets (save as contemplated by paragraphs (d) and (e) of the Reservations) in a manner that could reasonably be expected to have a Material Adverse Effect;

(b)conflict with any matter contained in its constitutional documents;

(c)conflict with any applicable law.

21.18Structure

(a)The Group Structure Chart is a complete and accurate representation of the structure of the Bank Group and the Holding Companies of the Borrower in all material respects.

(b)The Borrower is a wholly owned Subsidiary of Cableco.

(c)Cableco is an indirect wholly owned Subsidiary of the Ultimate Parent.

(d)In the case of the Ultimate Parent, it is a Holding Company of the Group.

(e)In the case of Cableco, it does not carry on any business or conduct any activities (other than in respect of the High Yield Offering, and any on lending of the proceeds thereof).

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21.19Environmental Matters

(a)It has to the best of its knowledge and belief:

(i)complied with all Environmental Laws to which it is subject;

(ii)obtained all Environmental Licences required in connection with its business; and

(iii)complied with the terms of all such Environmental Licences,

in each case where failure to do so could reasonably be expected to have a Material Adverse Effect.

(b)To the best of its knowledge and belief, there is no Environmental Claim pending or threatened against it, which could reasonably be expected to have a Material Adverse Effect.

(c)No:

(i)property currently or previously owned, leased, occupied or controlled by it is contaminated with any Hazardous Substance; and

(ii)discharge, release, leaking, migration or escape of any Hazardous Substance into the Environment has occurred or is occurring on, under or from that property,

in each case in circumstances where the same could reasonably be expected to have a Material Adverse Effect.

21.20Necessary Authorisations

(a)The Necessary Authorisations required by it are in full force and effect;

(b)it is in compliance with the material provisions of each Necessary Authorisation relating to it; and

(c)to the best of its knowledge, none of the Necessary Authorisations relating to it are the subject of any pending or threatened proceedings or revocation;

in each case, except where any failure to maintain such Necessary Authorisations in full force and effect, any non-compliance or any proceedings or revocation could not reasonably be expected to have a Material Adverse Effect and subject to the Reservations.

21.21Intellectual Property

The Intellectual Property Rights owned by or licensed to it are all the material Intellectual Property Rights required by it in order to carry out, maintain and operate its business, properties and assets, and so far as it is aware, it does not infringe, in any way any Intellectual Property Rights of any third party save, in each case, where the failure to own or license the relevant Intellectual Property Rights or any infringement thereof will not have a Material Adverse Effect.

21.22Ownership of Assets

Save to the extent disposed of in a manner permitted by the terms of any of the Finance Documents with effect from and after the Closing Date, it has good title to or valid leases or licences of or is otherwise entitled to use all material assets necessary to conduct the Group Business taken as a whole in a manner consistent with the Agreed Business Plan except to the extent that the failure to have such

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title, leases or licences or to be so entitled could not be reasonably expected to have a Material Adverse Effect.

21.23Payment of Taxes

It has no claims or liabilities which are being, or are reasonably likely to be, asserted against it with respect to taxes which, if adversely determined, could reasonably be expected to have a Material Adverse Effect save to the extent it (or the Borrower) having set aside proper reserves for such claims or liabilities, can demonstrate that the same are being contested in good faith on the basis of appropriate professional advice.

21.24Pension Plans

(a)Each defined benefit pension plan operated by it generally for the benefit of the employees of any member of the Bank Group has been valued by an actuary appointed by the trustees of such plan in all material respects in accordance with all laws applicable to it and using actuarial assumptions and recommendations complying with statutory requirements or approved by the actuary and since the most recent valuation the relevant employers have paid contributions to the plan in accordance with the schedule of contributions in force from time to time in relation to the plan, save to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b)It is in compliance in all material respects with all applicable laws relating to any pension plan operated by it or in which it participates, save to the extent that any failure to comply could not reasonably be expected to have a Material Adverse Effect.

(c)It does not maintain or contribute to, and is not obliged to maintain or contribute to, any pension plan that is required by Title IV of the United States Employee Retirement Income Security Act of 1974, as amended from time to time including without limitation, the regulations promulgated and the rulings issued under it.

21.25Security

Subject to the Reservations, it is the legal or beneficial owner of all assets and other property which it purports to charge, mortgage, pledge, assign or otherwise secure pursuant to each Security Document and (subject to their registration or filing at appropriate registries for the purposes of perfecting the Security created thereunder and the Reservations) those Security Documents to which it is a party create and give rise to valid and effective Security having the ranking expressed in those Security Documents.

21.26Investment Company Act

In the case of the Ultimate Parent only, neither it nor any of its Subsidiaries is an “investment company” which is registered or required to be registered under the United States Investment Company Act of 1940 or a company “controlled” by such an “investment company”.

21.27Public Utility Holding Company Act

In the case of the Ultimate Parent only, neither it nor any of its Subsidiaries is a “holding company” or a “Subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “Subsidiary company” of a “holding company” within the meaning of the United States Public Utility Holding Company Act of 1935.

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21.28Insurance

Each member of the Bank Group (other than any Captive Insurance Company) is adequately insured for the purposes of its business with reputable underwriters or insurance companies or the Captive Insurance Company against such risks and to such extent as is necessary or usual for prudent companies carrying on such a business (other than insurance in respect of the underground portion of the cable network and various pavement-based electronics associated with the cable network as disclosed in the Group’s public disclosure documents) and except to the extent that the failure to so insure could not reasonably be expected to have a Material Adverse Effect.  The Captive Insurance Company has taken out all appropriate reinsurance policies with reputable underwriters or reinsurance companies as are necessary and usual to ensure that each member of the Bank Group is adequately insured in the manner provided in the foregoing sentence.

21.29Centre of Main Interests

Its Centre of Main Interests is the place in which its registered office is situated or, if different, another place in the country in which its registered office is situated, or England.

21.30Repetition

Each Repeating Representation is deemed to be made by the party identified as making such Repeating Representation above in relation to itself, or in the case of the Borrower in relation to itself or each member of the Bank Group or the Bank Group as a whole (as applicable), by reference to the facts and circumstances then existing on:

(a)each Utilisation Date (save for a Utilisation Date in respect of a Rollover Advance or a Documentary Credit which is being renewed pursuant to Clause 5.2 (Renewal of Documentary Credit) and on the first day of each Interest Period; and

(b)in the case of any Acceding Guarantor on the day the same becomes an Acceding Guarantor.

22.FINANCIAL INFORMATION

22.1Financial Statements

(a)Group Financial Information: The Borrower shall provide to the Agents in sufficient copies for all the Lenders, the following financial information relating to the Group:

(i)as soon as the same become available, but in any event within 120 days after the end of each of the Ultimate Parent’s financial years, the consolidated financial statements for such financial year in respect of the Group, audited by a firm of auditors meeting the requirements of Clause 24.18 (Change in Auditors), and accompanied by the related auditor’s report;

(ii)as soon as they become available but in any event within 45 days after the end of each Financial Quarter, the unaudited consolidated quarterly financial statements of the Group commencing with the Financial Quarter ending on 31 March 2004 (other than the last Financial Quarter in each of the Ultimate Parent’s financial years), provided that the unaudited consolidated quarterly financial statements for the Financial Quarter during which a Merger Event occurs, an Integrated Merger Event occurs or Principal Separation occurs shall be required to be delivered within 90 days after the end of such Financial Quarter;

(iii)as soonas they become available but in any event within 45 days after the end of the last Financial Quarter in each of the Ultimate Parent’s financial years, the unaudited

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consolidated management accounts of the Group in respect of the last management accounting period in such Financial Quarter;

(b)Borrower, Bank Group or Obligor Financial Information: Subject to Clause 22.2 (Provisions relating to the Bank Group Financial Information), the Borrower shall provide to the Agents in sufficient copies for all the Lenders, the following financial information relating to the Borrower, the Bank Group or the Obligors, as the case may be:

(i)as soon as they become available but in any event within 120 days after the end of each of the Borrower’s financial years ending on or after 31 December 2004, in addition to the financial information required to be delivered pursuant to sub-paragraph (iv) below, audited consolidated financial statements for such financial year for the Borrower;

(ii)as soon as they become available but in any event within 45 days after the end of each Financial Quarter ending after 31 December 2004, in addition to the financial information required to be delivered pursuant to sub-paragraph (v) below, the unaudited consolidated condensed quarterly balance sheet, statement of operations and statement of cashflows for the Borrower, such financial information to be reviewed by the Ultimate Parent’s auditors;

(iii)if, in respect of any Quarter Date prior to (and excluding) 31 December 2004, the aggregate of the revenues of the Obligors for the Financial Quarter ending on such Quarter Date is less than 80% of the consolidated revenues of the Ultimate Parent for that Financial Quarter, the Borrower shall provide to the Agents, in addition to the financial information required to be delivered pursuant to sub-paragraph (v) below, sufficient copies for all the Lenders of quarterly unaudited condensed consolidated balance sheet, statement of operations and statement of cashflows for the Borrower for that Financial Quarter, such financial information to be reviewed by the Ultimate Parent’s auditors; such financial information shall be provided as soon as it becomes available but in any event within 45 days after the end of the Financial Quarter following the Financial Quarter in which such event has occurred;

(iv)as soon as they become available but in any event within 120 days after the end of each of the Borrower’s financial years, the unaudited pro forma balance sheet, statement of cash flows and statement of operations for such financial year in respect of the Bank Group (but excluding any financial information relating to the Broadcast Business) substantially in the form set out in Schedule 13 (Pro Forma Bank Group Financial Statements) or with such amendments as may be necessary to reflect changes made to the Group’s public financial information as agreed by the Facility Agent (acting reasonably), together with a commentary from the management in relation to the key drivers for the financial performance of the Bank Group (excluding the Broadcast Business) for such financial year;

(v)as soon as they become available but in any event within 45 days after the end of each Financial Quarter, the unaudited pro forma balance sheet, statement of cash flows and statement of operations for such Financial Quarter in respect of the Bank Group (but excluding any financial information relating to the Broadcast Business) substantially in the form set out in Schedule 13 (Pro Forma Bank Group Financial Statements) or with such amendments as may be necessary to reflect changes made to the Group’s public financial information as agreed by the Facility Agent (acting reasonably), provided that such statements for the Financial Quarter during which an Integrated Merger Event occurs or Principal Separation occurs, shall be required to be delivered within 90 days after the end of such Financial Quarter,

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provided that in the case of paragraphs (i) and (ii) above, in respect of the financial year ending 31 December 2004 and the Financial Quarter ending 31 March 2005, such consolidated financial information need not be delivered until 30 June 2005, unless such financial information has become publicly available prior to such date in which case, such information shall be delivered promptly upon such information becoming publicly available, and provided further that any such information for a Financial Quarter ending after 31 March 2005 during which an Integrated Merger Event occurs or Principal Separation occurs, shall be required to be delivered within 90 (rather than 45) days after the end of such Financial Quarter.

(c)The Borrower shall provide, to the extent such information is required by any Lender to enable it to comply with any law, regulation or other requirement of any central bank or other fiscal, monetary or other authority, promptly following request by such Lender, the Borrower’s most recent annual audited financial statements to the extent the same are in final form.

22.2Provisions relating to Bank Group Financial Information

(a)The financial information of the Bank Group delivered pursuant to sub-paragraphs (b)(iv) and (b)(v) of Clause 22.1 (Financial Statements) shall be prepared in good faith using the same methodologies applied in preparing the audited consolidated financial statements of the Ultimate Parent delivered to the Agents pursuant to sub-paragraph (a)(i) of Clause 22.1 (Financial Statements).

(b)To the extent possible, all financial data used in preparing the financial information of the Bank Group will be derived from:

(i)in the case of financial information in respect of a full financial year of the Bank Group, the balance sheet, statement of cash flows, statement of operations and notes to the audited consolidated financial statements of the Ultimate Parent in respect of that financial year, including without limitation, the notes entitled “Industry Segments”;

(ii)in respect of financial information in respect of any of the first three Financial Quarters of any financial year of the Bank Group, from the balance sheet, statement of cash flows, statement of operations and notes to the unaudited consolidated quarterly financial statements of the Ultimate Parent for the corresponding Financial Quarter, including without limitation, the notes entitled “Industry Segments”; and

(iii)in respect of financial information in respect of the last Financial Quarter of any financial year of the Bank Group, the unaudited consolidated management accounts of the Group in respect of the last management accounting period in such Financial Quarter,

provided that in the event that it shall not be possible to apply the financial data used in the financial statements or management accounts of the Ultimate Parent, as the case may be, such financial information will be determined in good faith based on allocation methodologies approved by the Board of Directors of the Borrower.

(c)If Principal Separation occurs in any period to which sub-paragraphs (i), (ii) or (iii) of paragraph (b) to Clause 22.1 (Financial Statements) relates, the information required to be delivered under any such paragraph will include (whilst the members of the Broadcast Group remain Subsidiaries of the Borrower) a presentation, either on the face of the financial information, in the footnotes thereto, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, in another comparable section of such information or

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in a separate document, of the financial condition and results of operations of the members of the Broadcast Group undertaking the Broadcast Business separate from the financial condition and results of operations of the Borrower and its other Subsidiaries.

22.3Budget

In respect of each financial year, as soon as the same becomes available and in any event by no later than 60 days after the beginning of each financial year of the Bank Group (other than in respect of the financial year ended 31 December 2004 which shall be delivered in accordance with the provisions of Clause 3.1 (Conditions Precedent)), the Borrower shall deliver to the Agents, in sufficient copies for the Lenders, the annual operating budget, which as regards paragraphs (b) and (c) below shall be in the format set out in Schedule 15 (Pro Forma Budget Information) or with such amendments as may be necessary to reflect changes made to the Group’s public financial information as agreed by the Facility Agent (acting reasonably) and prepared by reference to each Financial Quarter in respect of such financial year and projections for the first Financial Quarter (the “immediately succeeding Financial Quarter”) in respect of the immediately succeeding financial year of the Bank Group.  The annual operating budget and the projections for the immediately succeeding Financial Quarter shall include:

(a)forecasts of any projected material disposals (including timing and anticipated Net Proceeds thereof) on a consolidated basis for the Bank Group (other than in relation to the Broadcast Business);

(b)projected annual statements of operations (including projected revenue and operating costs) on a consolidated basis for the Bank Group (other than in relation to the Broadcast Business) in the format set out in Schedule 15 (Pro Forma Budget Information) or with such amendments as may be necessary to reflect changes made to the Group’s public financial information as agreed by the Facility Agent (acting reasonably);

(c)projected estimated pro forma balance sheets and estimated pro forma statements of cash flows on a consolidated basis for the Bank Group (other than in relation to the Broadcast Business) in the format set out in Schedule 15 (Pro Forma Budget Information) or with such amendments as may be necessary to reflect changes made to the Group’s public financial information as agreed by the Facility Agent (acting reasonably);

(d)projected Capital Expenditure to be included for each Financial Quarter of such financial year and for the immediately succeeding Financial Quarter on a consolidated basis for the Bank Group (other than in relation to the Broadcast Business);

(e)projected ratios in respect of each of the financial covenants set out in Clause 23.2 (Ratios) for each Financial Quarter in such financial year and for the immediately succeeding Financial Quarter;

(f)projected revenue, operating cost, segment profit and Capital Expenditure for the Broadcast Business; and

(g)a commentary from the management in relation to the key drivers for the Bank Group (other than in relation to the Broadcast Business) for such financial year and for the immediately succeeding Financial Quarter.

The Borrower shall provide the Agents with any details of material changes in the projections set out in any Budget delivered under this Clause 22.3 as soon as reasonably practicable after it becomes aware of any such change.

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22.4Other Information

The Borrower shall and shall procure that each of the Obligors shall from time to time on the request of the Facility Agent and/or the Administrative Agent:

(a)provide the Facility Agent and/or the Administrative Agent with such information about the business and financial condition of the Bank Group or any member of the Bank Group (including such member’s business) as the Facility Agent and/or the Administrative Agent may reasonably require, provided that the Borrower shall not be under any obligation to provide, or procure the providing of, any information the supply of which would be contrary to any confidentiality obligation binding on any member of the Bank Group or where the supply of such information could prejudice the retention of legal privilege in such information and provided further that no Obligor shall (and the Borrower shall procure that no member of the Bank Group shall) be able to deny the Facility Agent and/or the Administrative Agent any such information by reason of it having entered into a confidentiality undertaking which would prevent it from disclosing, or be able to claim any legal privilege in respect of, any financial information relating to itself or the Group; and

(b)provide all then existing information about the business and financial condition of the Bank Group or any member of the Bank Group (including such member’s business) as Standard & Poor’s or Moody’s may reasonably require and extend all reasonable co-operation for the purpose of determining or assessing the credit ratings (if any) assigned to the Facilities or the High Yield Notes or any High Yield Refinancing, and the Borrower shall use all reasonable efforts to meet with representatives of Standard & Poor’s and Moody’s no less frequently than once in each calendar year and in connection with an Integrated Merger Event,

provided that with respect to any information relating to the Broadcast Business, the Borrower shall only be obliged to provide information reasonably requested by the Facility Agent in relation to any member of the Broadcast Group to the extent such member of the Broadcast Group is an Obligor and information relating to the Separation (or any part thereof).

22.5Compliance Certificates

(a)The Borrower shall ensure that each set of financial information delivered by it pursuant to sub-paragraphs (b)(iv) and (b)(v) of Clause 22.1 (Financial Statements) is accompanied by a working paper (the “Attached Working Paper”) setting out the calculations showing compliance with the financial covenants set out in Clause 23 (Financial Condition) and the information from which such calculations are derived (including the calculations for the components of such covenants defined in Clause 23.1 (Financial Definitions) on a line by line basis) and a Compliance Certificate signed by two of its authorised signatories (at least one of whom shall be a Financial Officer) confirming:

(i)compliance with the relevant financial covenants set out in Clause 23 (Financial Condition) and showing figures representing the actual financial ratios then in effect and the amount of Capital Expenditure spent in the relevant period;

(ii)the ratio of Consolidated Total Debt to Bank Group Covenant Profit;

(iii)the ratio of Consolidated Senior Debt to Bank Group Covenant Profit;

(iv)in relation to a Compliance Certificate delivered with the Bank Group’s annual financial information only, the Bank Group Consolidated Revenues;

(v)compliance with the 95% Security Test;

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(vi)the absence of any Default; and

(vii)that the information contained in the Attached Working Paper has been prepared on the basis of the same information and methodology used to prepare the appropriate financial information,

in each case, as at the end of such financial year or Financial Quarter to which such financial information relates or detailing any non-compliance.

(b)Upon the occurrence of an Integrated Merger Event, the Borrower shall deliver:

(i)a Compliance Certificate signed by two of its authorised signatories (at least one of whom shall be a Financial Officer) confirming that as at the effective date of such Integrated Merger Event, the Merger Event Condition set out in paragraph (b) of the definition thereof and the Merger Event Integration Tests set out in paragraphs (c), (d), (e) or (f) (as applicable) and (g) of the definition thereof have been satisfied, such certificate to set out (in the case of such Merger Event Integration Tests) the relevant ratios, the calculations showing compliance with such ratios and the information from which such calculations were derived (including the calculations for the components of such ratios on a line by line basis); and

(ii)a business plan for the combined businesses of the Bank Group and the Target Group for the period up to the Final Maturity Date in respect of Facility B.

(c)If:

(i)an Event of Default has occurred, but only while such Event of Default is continuing, (provided that with respect to an Event of Default relating to a breach of any covenant in Clause 23 (Financial Condition), such Event of Default shall be deemed to be continuing until such time that the Borrower has delivered a Compliance Certificate pursuant to Clause 22.5 (Compliance Certificates) demonstrating that the Borrower is in compliance with each of the covenants set out in Clause 23 (Financial Condition)); or

(ii)in the reasonable opinion of an Instructing Group, a breach of any covenant in Clause 23 (Financial Condition) is reasonably likely to occur,

in each such circumstance, at the Borrower’s expense (in the case of sub-paragraph (i)) and at the Lenders’ expense (in the case of sub-paragraph (ii)), but without causing any undue interruption to the normal business operations of such Obligor or any member of the Bank Group:

(x)the Facility Agent shall be entitled to call for an independent audit and investigation which is reasonable in scope and degree having regard to the nature of the Event of Default or suspected breach (as the case may be) of the financial position of the Bank Group; and

(y)the Facility Agent, any Finance Party, or representative of the Facility Agent or such Finance Party (an “Inspecting Party”) shall be entitled to have access, together with its accountants or other professional advisers, during normal business hours, to inspect or observe such part of the Group Business as is owned or operated by any Obligor or any member of the Bank Group, and to have access to books, records, accounts, documents, computer programmes, data or other information in the possession of or available to such Obligor or member of the Bank Group and to take such copies as may be considered appropriate by such Inspecting Party, provided that

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no Obligor shall (and the Borrower shall not be obliged to procure that any member of the Bank Group shall) be under any obligation to allow any person to have access to any books, records, accounts, documents, computer programmes, data or other information or to take copies thereof where to do so would breach any confidentiality obligation binding on any member of the Group or would prejudice the retention of legal privilege to which such Obligor or member of the Group is then entitled in respect of such books, records, accounts, documents, computer programmes, data or other information and provided further that no Obligor shall (and the Borrower shall procure that no member of the Bank Group shall) be able to deny the Facility Agent any such information by reason of it having entered into a confidentiality undertaking which would prevent it from disclosing, or be able to claim any legal privilege in respect of, any financial information relating to itself or the Group, provided that with respect to any information relating to the Broadcast Business, the Borrower shall only be obliged to provide information reasonably requested by the Facility Agent in relation to any member of the Broadcast Group to the extent such member of the Broadcast Group is an Obligor and information relating to the Separation (or any part thereof).

22.6Change in Accounting Practices

The Borrower shall ensure that:

(a)each set of financial information delivered to the Agents pursuant to paragraph (a) and sub-paragraphs (b)(iv) and (b)(v) of Clause 22.1 (Financial Statements) (other than the unaudited consolidated management accounts of the Group) is prepared using accounting policies, practices and procedures consistent with that applied in the preparation of the Original Financial Statements; and

(b)each set of unaudited consolidated management accounts of the Group delivered pursuant to sub-paragraph (a)(iii) of Clause 22.1 (Financial Statements) is prepared on a basis consistent with the basis on which the unaudited consolidated management accounts of the Group for the management accounting period ending on 31 December 2003 were prepared,

unless in relation to any such set of financial information (other than the unaudited consolidated management accounts of the Group), the Borrower elects to notify the Agents that there have been one or more changes in any such accounting policies, practices or procedures (including, without limitation, any change in the basis upon which costs are capitalised) or, in relation to any such set of unaudited consolidated management accounts of the Group, the Borrower elects to notify the Agents that there have been one or more changes in the basis upon which such unaudited consolidated management accounts have been prepared and:

(i)in respect of any change in the basis upon which the information required to be delivered pursuant to sub-paragraphs (a)(i) or (a)(ii) of Clause 22.1 (Financial Statements) is prepared, the Ultimate Parent provides:

(x)a description of the changes and the adjustments which would be required to be made to that financial information in order to cause them to reflect the accounting policies, practices or procedures upon which such Original Financial Statements were prepared; and

(y)sufficient information, in such detail and format as may be reasonably required by the Facility Agent, to enable the Lenders to make an accurate comparison between the financial positions indicated by that financial information and by such Original Financial Statements,

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and any reference in this Agreement to that financial information shall be construed as a reference to that financial information as adjusted to reflect the basis upon which the Original Financial Statements were prepared; or

(ii)in respect of any change in the basis upon which unaudited consolidated management accounts were prepared pursuant to sub-paragraph (a)(iii) of Clause 22.1 (Financial Statements), the Ultimate Parent provides:

(x)a description of the changes and the adjustments which would be made to those unaudited consolidated management accounts in order to cause them to be prepared on the basis on which the consolidated management accounts of the Group for the management accounting period ending on 31 December 2003 were prepared; and

(y)sufficient information, in such detail and format as may be reasonably required by the Facility Agent, to enable the Lenders to make an accurate comparison between the financial position indicated by those consolidated management accounts and the consolidated management accounts of the Group for the management accounting period ending on 31 December 2003;

in which case any reference in this Agreement to those unaudited consolidated management accounts shall be construed as a reference to those unaudited consolidated management accounts as adjusted to reflect the basis upon which the consolidated management accounts of the Group for the management accounting period ending on 31 December 2003 were prepared; or

(iii)in respect of any change in the basis upon which the information to be delivered pursuant to sub-paragraphs (b)(iv) or (b)(v) of Clause 22.1 (Financial Statements) is prepared, the Borrower provides:

(x)a description of the changes and the adjustments which would be made to that financial information in order to cause it to reflect the accounting policies, practices or procedures upon which the Original Financial Statements were prepared; and

(y)sufficient information, in such detail and format as may be reasonably required by the Facility Agent, to enable the Lenders to make an accurate comparison between the financial positions indicated by that financial information and the first set of financial information delivered under sub-paragraphs (b)(iv) or (b)(v) of Clause 22.1 (Financial Statements);

and any reference in this Agreement to that financial information shall be construed as a reference to that financial information as adjusted to reflect the basis upon which the Original Financial Statements were prepared; or

(iv)the Borrower notifies the Facility Agent that it is not longer practicable to test compliance with the financial covenants set out in Clause 23 (Financial Condition) against the financial information required to be delivered pursuant to this Clause 22 or that it wishes to cease preparing the additional information required by sub-paragraphs (i), (ii) and (iii) above, in which case:

(x)the Facility Agent and the Borrower shall enter into negotiations with a view to agreeing alternative financial covenants to replace those contained in Clause 23 (Financial Condition) in order to maintain a consistent basis for such financial covenants (and for approval by an Instructing Group); and

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(y)if the Facility Agent and the Borrower agree alternative financial covenants to replace those contained in Clause 23 (Financial Condition) which are acceptable to an Instructing Group, such alternative financial covenants shall be binding on all parties hereto; and

(z)if, after three months following the date of the notice given to the Facility Agent pursuant to this sub-paragraph (iv), the Facility Agent and the Borrower cannot agree alternative financial covenants which are acceptable to an Instructing Group, the Facility Agent shall refer the matter to any of the Permitted Auditors as may be agreed between the Borrower and the Facility Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, provided that pending such determination (but not thereafter) the Borrower shall continue to prepare financial information and calculate such covenants in accordance with paragraphs (i), (ii) and (iii) above.

22.7Notifications

The Borrower shall furnish or procure that there shall be furnished to the Agents in sufficient copies for each of the Lenders:

(a)as soon as reasonably practicable, documents required to be despatched by the Ultimate Parent to its shareholders generally (or any class of them) in their capacity as such and all documents relating to the financial obligations of any Obligor despatched by or on behalf of any Obligor to its creditors generally (in their capacity as creditors);

(b)as soon as reasonably practicable after the same are instituted or, to its knowledge, threatened, details of any litigation, arbitration or administrative proceedings involving any member of the Bank Group which, is reasonably likely to be adversely determined and if adversely determined, could reasonably be expected to have a Material Adverse Effect;

(c)written details of any Default promptly upon becoming aware of the same, and of all remedial steps being taken and proposed to be taken in respect of that Default; and

(d)as soon as reasonably practicable after receipt of a request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed by a director or its Chief Financial Officer (given without personal liability) on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy the same).

22.8Role of the Administrative Agent

Notwithstanding the right of the Administrative Agent to receive or request certain documentation and other information as set out in this Clause 22 (Financial Information), the other Finance Parties hereby expressly acknowledge and agree that the Administrative Agent (a) is under no obligation to ensure that any such documentation or other information is made available to all or any of them, (b) may (in its sole discretion) determine whether or not to exercise any of its rights as set out in this Clause 22 (Financial Information) and (c) shall have no liability whatsoever to any other Finance Party for the failure to exercise, or any delay in exercising, any of its rights set out in this Clause 22 (Financial Information).

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23.FINANCIAL CONDITION

23.1Financial Definitions

In this Agreement the following terms have the following meanings:

“Bank Group Cash Flow” means, in respect of any period, Bank Group Covenant Profit for that period after:

(a)adding back:

(i)any decrease in the amount of Working Capital at the end of such period compared against the Working Capital at the start of such period;

(ii)all cash extraordinary or non-recurring gains during that period to the extent not included in Bank Group Covenant Profit; and

(iii)any amount received in cash in that period by members of the Bank Group (other than in relation to the Broadcast Business) in respect of income and related taxes;

(b)deducting:

(i)the actual Capital Expenditure of members of the Bank Group (other than in relation to the Broadcast Business) during such period;

(ii)any increase in the amount of Working Capital at the end of such period compared against the Working Capital at the start of that period;

(iii)any amount paid in cash in that period by any member of the Bank Group (other than in relation to the Broadcast Business) in respect of income and related taxes;

(iv)all cash extraordinary or non-recurring losses during that period to the extent not included in Bank Group Covenant Profit;

(v)in calculating Bank Group Cash Flow for the purposes of Clause 12.4 (Repayment from Excess Cash Flow) only, any amount paid in cash in that period in respect of the items included in the calculation of net income or loss in the definition of Bank Group Covenant Profit and any amounts paid in cash in respect of payments made or paid during such period by any member of the Bank Group to any person who is not a member of the Bank Group including without limitation, the payment of all costs and expenses in connection with transactions contemplated by the High Yield Offering and the Finance Documents; and

(vi)any amount paid in cash in that period in respect of dividends, distributions, loans, investments or other similar payments made or paid during such period by any member of the Bank Group (other than a member of the Broadcast Group in relation to Broadcast Business) to any person who is not a member of the Bank Group and any cash charges falling under sub-paragraph (a)(ix) of “Bank Group Covenant Profit” which have been added back for the purposes of calculating such definition;

provided that in no event shall amounts constituting Consolidated Debt Service be deducted from Bank Group Cash Flow, and no amount shall be included or excluded more than once and provided that, for the avoidance of doubt, in calculating Bank Group Cash Flow for the purposes of Clause 12.4 (Repayment from Excess Cash Flow), Equity Proceeds, Debt Proceeds and Net Proceeds and the proceeds of any Subordinated Funding shall be excluded.

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“Bank Group Covenant Profit” means, in respect of any period:

(a)Consolidated Net Income for such period, in accordance with GAAP as then in effect adding back (or deducting as the case may be) (only to the extent used in arriving at net income or loss of the Group, including the Broadcast Group for so long as the members of the Broadcast Group are Subsidiaries of the Ultimate Parent):

(i)non-cash gains or losses, whether extraordinary, recurring or otherwise (excluding however any non-cash charge to the extent that it represents amortisation of a prepaid expense that was paid in a prior period or an accrual of, or a reserve for, cash charges or expenses in any future period), and including without limitation non-cash expenses for compensation relating to the granting of options and restricted stock, sale of stock and similar arrangements;

(ii)income tax expense or benefit;

(iii)foreign currency transaction gains and losses and foreign currency translation differences;

(iv)other non-operating gains and losses, including the costs of, and accounting for, financial instruments and gains and losses on disposals of fixed assets;

(v)share of income or losses from equity investments and minority interests;

(vi)interest expense and interest income including, without limitation, amortisation of debt issuance cost and debt discount;

(vii)depreciation and amortisation;

(viii)extraordinary items;

(ix)at the election of the Borrower, cash charges resulting from any third party professional, advisory, legal and accounting fees and out-of-pocket expenses reasonably incurred in connection with, an acquisition or investment, any financing, any disposal, Separation or Merger Event (in any such case, whether completed or not) provided that (A) in connection with a Merger Event or Separation, the aggregate amount added back in respect of such fees and expenses shall not exceed £10 million  (or to the extent the aggregate of such fees and expenses do exceed £10 million, any amount above such limit provided that a corresponding amount shall be deducted from any availability under, at the Borrower’s option, either or both of the baskets set out in paragraph (x) below) and (B) in connection with any other transactions contemplated under this sub-paragraph (ix), the aggregate amount added back in respect of such fees and expenses shall not exceed £20 million;

(x)cash charges resulting from severance, integration and other adjustments made as a result of:

(A)Separation (or any part of it) up to £15 million in aggregate (where such charges have been certified by a duly authorised officer of the Borrower as being directly attributable to Separation); and

(B)a Merger Event, but only to the extent that such charges do not exceed £125,000,000 in the First Period and £75,000,000 in the Second Period where the term “First Period” means the period (1) commencing on the later of (x) four months prior to the closing of the Merger Event and (y) the public

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announcement by the Ultimate Parent that the parties to the Merger Event have signed a merger agreement (or similar agreement) (or in the case of a Merger Event governed by the Takeover Code of the United Kingdom, that there is a firm intention to effect a Merger Event), and ending on (2) the date which is twelve months after the closing of the Merger Event, and the term “Second Period” means the twelve month period after such First Period (in each case, where such charges have been certified by a duly authorised officer of the Borrower as being directly attributable to the Merger Event);

(xi)any amounts arising in respect of fresh start accounting in the Target Group Covenant Profit to the extent deducted (or added) in arriving at Consolidated Net Income;

(xii)any cash costs incurred by the Target Group during such period (if any) and payable to any third party in relation to any scheme of arrangement, restructuring or recapitalisation which was initiated prior to the date of this Agreement; and

(xiii)cumulative changes in GAAP from and including the accounting principles applied in the preparation of the Original Financial Statements,

minus

(b)the aggregate of Broadcast Group Covenant Profit and Excluded Group Covenant Profit for that period.

“Broadcast Group Covenant Profit” means, (for so long as the results of the Broadcast Group are consolidated in the financial statements of the Group) in respect of any period, segment profit or loss attributable to the Broadcast Business for that period as adjusted for non-cash items relating to the Broadcast Business after adding back (or deducting as the case may be) (to the extent taken into account in the calculation of such segment profit or loss), net amounts payable by the Broadcast Group for the relevant period in respect of the Intra Group Services referred to in paragraph (d) of the definition of Intra Group Services and any cumulative changes in GAAP from and including the accounting principles applied in the preparation of the Original Financial Statements.

“Budgeted Capital Expenditure” means, in respect of any period, the figure opposite that period in the table set out in paragraph (b) of Clause 23.3 (Permitted Capital Expenditure).

 “Capital Expenditure” means, in respect of any period, the aggregate amount of all expenditures on property, plant and equipment, excluding for the purposes of paragraph (b)(i) of the definition of Bank Group Cash Flow (and Target Group Cash Flow) only, as used in Clause 23.2 (Ratios) and (in respect of paragraphs (a) and (b) only) for the purposes of calculating compliance with Clause 23.3 (Permitted Capital Expenditure):

(a)any such expenditure on the replacement or restoration of assets to the extent paid for by any insurance award or condemnation award with respect to the assets being replaced or restored;

(b)any such capital expenditure for acquisitions, investments or Joint Ventures that are incurred in accordance with Clause 25.9 (Joint Ventures) and 25.14 (Acquisitions and Investments); and

(c)any such capital expenditure made with Debt Proceeds, Equity Proceeds or Net Proceeds contributed into the Bank Group in accordance with Clause 12 (Mandatory Prepayment and Cancellation) or any Subordinated Funding.

“Cash” means at any time:

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(a)all Cash Equivalent Investments; and

(b)cash (in cleared balances) denominated in Sterling (or any other currency freely convertible into Sterling) and credited to an account in the name of a member of the Bank Group with an Eligible Deposit Bank and to which such a member of the Bank Group is alone beneficially entitled (excluding cash relating to the Broadcast Business) and for so long as:

(i)such cash is repayable on demand (including any cash held on time deposit which is capable of being broken and the balance received on same day notice provided that any such cash shall only be taken into account net of any penalties or costs which would be incurred in breaking the relevant time deposit) and repayment of such cash is not contingent on the prior discharge of any other indebtedness of any member of the Bank Group or of any other person whatsoever or on the satisfaction of any other condition; or

(ii)such cash has been deposited with an Eligible Deposit Bank as security for any performance bond, guarantee, standby letter of credit or similar facility the contingent liabilities relating to such having been included in the calculation of Consolidated Total Debt.

“Consolidated Debt Service” means, in respect of any period, the aggregate of:

(a)the Consolidated Total Net Cash Interest Payable in respect of such period; and

(b)save to the extent immediately reborrowed, the aggregate of all scheduled payments in such period of principal, capital or nominal amounts in respect of Consolidated Total Debt.

“Consolidated Net Borrowings” means, at any time, the Consolidated Total Debt at such time less Cash, in cleared balances at such time, credited to any account in the name of a member of the Bank Group subject to a maximum aggregate Cash amount of £200,000,000 (or its equivalent in other currencies).

“Consolidated Net Income” means for any period net income (or loss) after taxes for such period of the Group, including net income (or loss) after taxes for such period of any member of the Broadcast Group so long as it continues to be a Subsidiary of the Ultimate Parent for such period determined in accordance with GAAP.

“Consolidated Senior Debt” means, at any time (without double counting), the aggregate principal, capital or nominal amounts (including any Interest capitalised as principal) of Financial Indebtedness of any member of the Bank Group (excluding any indebtedness of the Broadcast Group relating to the Broadcast Business) incurred on a senior unsubordinated basis but excluding Financial Indebtedness of any member of the Bank Group to another member of the Bank Group or the Target Group or under any Subordinated Funding, in each case, to the extent not prohibited under this Agreement.

“Consolidated Total Debt” means, at any time (without double counting):

(a)the aggregate principal, capital or nominal amounts (including any Interest capitalised as principal) of Financial Indebtedness of any member of the Bank Group (including, without limitation, Financial Indebtedness arising under or pursuant to the Finance Documents) excluding any indebtedness of the Broadcast Group relating to the Broadcast Business; plus

(b)the aggregate principal, capital or nominal amounts (including any Interest capitalised as principal) of Financial Indebtedness of any member of the Group to the extent it is Non-Bank Group Serviceable Debt;

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excluding any Financial Indebtedness of any member of the Group to another member of the Group or under any Subordinated Funding, to the extent not prohibited under this Agreement.

“Consolidated Total Net Cash Interest Payable” means, in respect of any period, the aggregate amount of the Interest which has accrued on the Consolidated Total Debt during such period (but excluding for the avoidance of doubt any fees payable in or amortised during such period) but deducting any Interest actually received in cash by any member of the Bank Group,

“Current Assets” means the aggregate of trade and other receivables (net of allowances for doubtful debts), prepayments and all other current assets of the Bank Group (excluding the Broadcast Business) (which until such time as balance sheets are prepared for the Bank Group shall be allocated from the relevant consolidated financial statements of the Group to the Bank Group by the board of directors of the Borrower acting in good faith) maturing within twelve months from the date of computation, as required to be accounted for as current assets under GAAP but excluding cash and Cash Equivalent Investments.

“Current Liabilities” means the aggregate of all liabilities (including accounts payable, accruals and provisions) of the Bank Group (other than liabilities of the Broadcast Group relating to the Broadcast Business) (which until such time as balance sheets are prepared for the Bank Group shall be allocated to the Bank Group from the relevant consolidated financial statements of the Group by the board of directors of the Borrower acting in good faith) falling due within twelve months from the date of computation and required to be accounted for as current liabilities under GAAP but excluding Financial Indebtedness of the Bank Group falling due within such period and any interest on such Financial Indebtedness due in such period.

“Eligible Deposit Bank” means any bank or financial institution which has a short term rating of at least A1 granted by Standard & Poor’s or P1 granted by Moody’s.

“Excluded Group Covenant Profit” means, in respect of any period, segment profit or loss attributable to the Excluded Group for that period adding back (or deducting as the case may be) (to the extent used in arriving at segment profit or loss) non-cash items relating to the Excluded Group and any cumulative changes in GAAP from and including the accounting principles applied in the preparation of the Original Financial Statements.

“Financial Quarter” means the period commencing on the day immediately following any Quarter Date in each year, and ending on the next succeeding Quarter Date.

“Integrated Merger Projected Debt Coverage Ratio” means the ratio of (a) the projected Bank Group Cash Flow to (b) projected Consolidated Debt Service of the Bank Group, calculated on a pro forma basis adjusted to give effect to the Integrated Merger Event.

“Integrated Merger Senior Leverage Ratio” means the ratio of (i) the aggregate of (A) Consolidated Senior Debt (as at close of business on the proposed effective date of the Integrated Merger Event) of the Bank Group (as constituted immediately prior to the proposed effective date of the Integrated Merger Event) plus (without double counting) (B) Pro Forma Target Group Senior Debt, to (ii) the aggregate of (A) Bank Group Covenant Profit plus (B) Target Group Covenant Profit, in each case, calculated on an annualised basis for each Semi-Annual Period ending on the most recent Quarter Date for each of the Bank Group or the Target Group (as applicable) prior to the proposed effective date of the Integrated Merger Event.

“Integrated Merger Trailing Debt Coverage Ratio” means the ratio of (i) the aggregate of (A) Bank Group Cash Flow calculated on an annualised basis for the Semi-Annual Period ending on the most recent Quarter Date for the Bank Group immediately prior to the proposed effective date of the Integrated Merger Event plus (B) Target Group Cash Flow calculated on an annualised basis for the Semi-Annual Period ending on the most recent Quarter Date for the Target Group immediately prior

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to the proposed effective date of the Integrated Merger Event to (ii) (A) Consolidated Debt Service of the Bank Group adjusted on a pro forma basis to include any Consolidated Total Net Cash Interest Payable by the Bank Group (as constituted immediately prior to the Integrated Merger Event) with respect to Indebtedness of such Bank Group as at the close of business on the proposed effective date of the Integrated Merger Event for such Semi-Annual Period of the Bank Group plus (without double counting) (B) Pro Forma Debt Service of Target.

“Interest” means:

(a)interest and amounts in the nature of interest accrued in respect of any Financial Indebtedness (including without limitation, in respect of obligations under finance or capital leases or hire purchase payments);

(b)discounts suffered and repayment premiums payable in respect of Financial Indebtedness, in each case to the extent applicable GAAP requires that such discounts and premiums be treated as or in like manner to interest;

(c)discount fees and acceptance fees payable or deducted in respect of any Financial Indebtedness (including all fees payable in connection with any Documentary Credit, any other letters of credit or guarantees and any Ancillary Facility);

(d)any other costs, expenses and deductions of the like effect and any net payment (or, if appropriate in the context, receipt) under any Hedging Agreement or like instrument, taking into account any premiums payable for the same, and the interest element of any net payment under any Hedging Agreement; and

(e)commitment and non-utilisation fees (including, without limitation, those payable under this Agreement) but excluding agent’s fees, front-end, management, arrangement and participation fees and repayment premiums with respect to any Financial Indebtedness (including, without limitation, all those payable under the Finance Documents).

“Pro Forma Debt Service of Target” means the aggregate of:

(a)Pro Forma Target Group Net Cash Interest Payable in respect of the Semi-Annual Period ending on the Quarter Date immediately prior to the Integrated Merger Event; and

(b)save to the extent projected to be immediately reborrowed, all projected scheduled payments of principal, capital or nominal amounts in respect of Pro Forma Target Group Debt which fall due during the twelve month period after the effective date of the Integrated Merger Event divided by two but excluding, for the avoidance of doubt, any amounts prepaid on the effective date of the Integrated Merger Event.

“Pro Forma Target Group Debt” means (without double counting) the projected aggregate principal, capital or nominal amount (including any Interest capitalised as principal) of Target Group Financial Indebtedness and Target Group Refinancing Indebtedness which in each case, will remain owing by any member of the Target Group as at the close of business on the proposed effective date of the Integrated Merger Event excluding any Financial Indebtedness owed by any member of the Target Group to another member of the Target Group or the Bank Group and any Subordinated Funding (for the purposes of this definition, “Target Group” excludes any member of the Target Group that is not a Target Group Obligor and any other member of the Target Group which has not been designated as a member of the Bank Group).

“Pro Forma Target Group Net Cash Interest Payable” means, in respect of any period, the aggregate amount of Interest (but excluding for the avoidance of doubt, any fees payable or amortised during such period) which would have accrued during that period on the Pro Forma Target Group

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Debt as at the close of business on the proposed effective date of the Integrated Merger Event, at the rates of interest and commitment commission which would have applied to Pro Forma Target Group Debt but deducting any Interest which would have been receivable by any member of the Target Group during such period (for the purposes of this definition, “Target Group” excludes any member of the Target Group that is not a Target Group Obligor and any other member of the Target Group which has not been designated as a member of the Bank Group).

“Pro Forma Target Group Senior Debt” means (without double counting) the projected aggregate principal, capital or nominal amount (including any Interest capitalised as principal) of Target Group Financial Indebtedness and Target Group Refinancing Indebtedness incurred on a senior unsubordinated basis which in each case, will remain owing by any member of the Target Group as at the close of business of the proposed effective date of the Integrated Merger Event but excluding any Financial Indebtedness owed by any member of the Target Group to another member of the Target Group or the Bank Group and any Subordinated Funding (for the purposes of this definition, “Target Group” excludes any member of the Target Group that is not a Target Group Obligor and any other member of the Target Group which has not been designated as a member of the Bank Group).

“Quarter Date” means (i) in relation to the Bank Group, each of 31 March, 30 June, 30 September and 31 December in each year and (ii) in relation to the Target Group for any period prior to an Integrated Merger Event, each of the quarter dates in the financial year of the Target Group as at which quarterly financial information is prepared for Target Group.

“Semi-Annual Period” means each period of six months ending on a Quarter Date.

“Target Group Cash Flow” means, in respect of any period, Target Group Covenant Profit for that period:

(a)adding back:

(i)all cash extraordinary or non-recurring gains during that period to the extent not included in Target Group Covenant Profit;

(ii)any amount received in cash in that period by members of the Target Group in respect of income and related taxes;

(b)deducting:

(i)the actual Capital Expenditure of members of the Target Group during such period;

(ii)any amount paid in cash in that period in respect of taxes of any member of the Target Group;

(iii)all cash extraordinary or non-recurring losses during that period to the extent not included in Target Group Covenant Profit;

and no amount shall be included or excluded more than once.

“Target Group Covenant Profit” means, in respect of any period and excluding for this purpose, any member of the Target Group that is not a Target Group Obligor and has not been designated by the Borrower as a member of the Bank Group, net income (or loss) after taxes of the Target Group for such period determined in accordance with GAAP and in accordance with the Borrower’s accounting policies, practices and procedures then in effect for the purposes of Clause 22.1 (Financial Statements) adding back (or deducting as the case may be) (only to the extent used in arriving at net income or loss of the Target Group):

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(a)non-cash gains or losses, whether extraordinary, recurring or otherwise (excluding however any non-cash charge to the extent that it represents amortisation of a prepaid expense that was paid in a prior period or an accrual of, or a reserve for, cash charges or expenses in any future period), and including without limitation non-cash expenses for compensation relating to the granting of options and restricted stock, sale of stock and similar arrangements;

(b)income tax expense or benefit;

(c)foreign currency transaction gains and losses and foreign currency translation differences;

(d)other non-operating gains and losses, including the costs of, and accounting for, financial instruments and gains and losses on disposals of fixed assets;

(e)share of income or losses from equity investments and minority interests;

(f)interest expense and interest income including, without limitation, amortisation of debt issuance cost and debt discount;

(g)depreciation and amortisation;

(h)extraordinary items;

(i)cash charges resulting from any third party professional, advisory, legal and accounting fees and out-of-pocket expenses incurred in connection with, an acquisition or investment, any financing, a disposal, a Merger Event or any other corporate transaction (whether, in any such case, completed or not);

(j)cash charges resulting from severance, integration and other adjustments;

(k)any amounts arising in respect of fresh start accounting in the Target Group Covenant Profit to the extent deducted (or added back) in calculating net income or loss;

(l)any cash costs incurred by the Target Group during such period (if any) and payable to any third party in relation to any scheme of arrangement, restructuring or recapitalisation initiated prior to the date of this Agreement; and

(m)any cumulative changes in GAAP from and including the accounting principles applied in the preparation of the Original Financial Statements.

 “Working Capital” means on any date Current Assets less Current Liabilities.

23.2Ratios

At all times, the financial condition of the Group or the Bank Group, as the case may be, as evidenced by the financial information provided pursuant to paragraph (a) and sub-paragraphs (b)(iv) and (b)(v) of Clause 22.1 (Financial Statements) and the Attached Working Paper referred to in paragraph (a) of Clause 22.5 (Compliance Certificates) shall be such that:

(a)Net Debt Leverage Ratio: Consolidated Net Borrowings to Bank Group Covenant Profit

Consolidated Net Borrowings as at any Quarter Date specified in the table in paragraph (d) of this Clause 23.1, shall not be more than X times Bank Group Covenant Profit calculated on an annualised basis for a Semi-Annual Period ending on such Quarter Date, where X has the value indicated for such Quarter Date in such table.

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(b)Net Interest Coverage Ratio: Bank Group Covenant Profit to Consolidated Total Net Cash Interest Payable

Bank Group Covenant Profit calculated on an annualised basis for a Semi-Annual Period ending on any Quarter Date specified in the table in paragraph (d) of this Clause 23.2, shall not be less than Y times Consolidated Total Net Cash Interest Payable calculated on an annualised basis for such period, where Y has the value indicated for such period in such table Provided that in the case of the test on 30 June 2004 Bank Group Covenant Profit shall be calculated on an annualised basis for the Semi-Annual Period ending on such date and Consolidated Total Net Cash Interest Payable shall be calculated by multiplying the Consolidated Total Net Cash Interest Payable for the Financial Quarter ending on 30 June 2004 by two then annualising such figure.

(c)Debt Service Coverage Ratio: Bank Group Cash Flow to Consolidated Debt Service

Bank Group Cash Flow calculated for each rolling twelve month period ending on each Quarter Date specified in the table in paragraph (d) of this Clause 23.1, shall not be less than Z times Consolidated Debt Service for such period where Z has the value indicated for such period in such table Provided that:

(i)in the case of the test on 30 June 2004, Bank Group Cash Flow shall be calculated for the Semi-Annual Period ending on such date and Consolidated Debt Service shall be calculated by multiplying the Consolidated Debt Service by two for the Financial Quarter ending on such date;

(ii)in the case of the test on 30 September 2004, Bank Group Cash Flow shall be calculated for the three Financial Quarters ending on such date and Consolidated Debt Service shall be calculated by aggregating the Consolidated Debt Service for the Financial Quarter ending on 30 June 2004 multiplied by two and the Consolidated Debt Service for the Financial Quarter ending on 30 September 2004; and

(iii)in the case of the test on 31 December 2004, Bank Group Cash Flow shall be calculated for the twelve month period ending on such date and the Consolidated Debt Service shall be calculated by aggregating the Consolidated Debt Service for the Financial Quarter ending on 30 June 2004 multiplied by two and the Consolidated Debt Service for each of the Financial Quarters ending on 30 September 2004 and 31 December 2004.

(d)Ratio Table

This is the table referred to in paragraphs (a) to (c) above.

	Net Debt Leverage Ratio	Net Interest Coverage Ratio	Debt Service Coverage Ratio
Quarter Date	X	Y	Z
30 June 2004	5.50	2.35	1.00
30 September 2004	5.10	2.55	1.00
31 December 2004	4.50	2.80	1.00
31 March 2005	4.40	2.85	1.00
30 June 2005	4.35	2.85	1.00

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	Net Debt Leverage Ratio	Net Interest Coverage Ratio	Debt Service Coverage Ratio
Quarter Date	X	Y	Z
30 September 2005	4.30	2.85	1.00
31 December 2005	4.25	2.90	1.00
31 March 2006	4.05	3.05	1.00
30 June 2006	3.90	3.20	1.00
30 September 2006	3.75	3.40	1.00
31 December 2006	3.65	3.50	1.00
31 March 2007	3.45	3.65	1.00
30 June 2007	3.35	3.85	1.00
30 September 2007	3.15	4.05	1.00
31 December 2007	3.10	4.25	1.00
31 March 2008	2.90	4.45	1.00
30 June 2008	2.85	4.50	1.00
30 September 2008	2.65	4.50	1.00
31 December 2008	2.65	4.50	1.00
31 March 2009	2.40	4.50	1.00
30 June 2009	2.35	4.50	1.00
30 September 2009	2.20	4.50	1.00
31 December 2009	2.20	4.50	1.00
31 March 2010	2.05	4.50	1.00
30 June 2010	2.00	4.50	1.00
30 September 2010	2.00	4.50	1.00
31 December 2010	2.00	4.50	1.00
31 March 2011 and thereafter	2.00	4.50	1.00

23.3Permitted Capital Expenditure

(a)Capital Expenditure during each financial year of the Bank Group shall not exceed the aggregate of:

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(i)the Budgeted Capital Expenditure for such financial year;

(ii)up to 25% of Budgeted Capital Expenditure not utilised in the immediately preceding financial year (“Carried Forward Capex”),

(together, the “Permitted Capital Expenditure”) provided that:

(A)for the purposes of calculating Permitted Capital Expenditure for the then current financial year, any Carried Forward Capex shall be deemed to have been utilised first;

(B)in relation to the financial year ending 31 December 2004, Permitted Capital Expenditure shall be calculated by reference to the period commencing on 1 April 2004 and ending on 31 December 2004;

(C)subject to section (D) below, in no circumstances may Permitted Capital Expenditure in any financial year exceed 125% of the Budgeted Capital Expenditure for such financial year; and

(D)in respect of Equity Proceeds which are raised by any member of the Group from time to time and contributed to the Bank Group to be applied from time to time towards Capital Expenditure as contemplated by sub-paragraph (b)(ii) of Clause 12.6 (Equity Proceeds), the Bank Group shall be permitted to apply (in addition to any Permitted Capital Expenditure allowed under this Clause 23.3) an aggregate amount of such Equity Proceeds not exceeding £75 million (or its equivalent in other currencies).

(b)The Budgeted Capital Expenditure (prior to its adjustment in accordance with the definition of that term) in respect of each financial year is as follows:

Financial Year ending	Budgeted Capital Expenditure (£)
31 December 2004	318,000,000
31 December 2005	415,000,000
31 December 2006	445,000,000
31 December 2007	482,000,000
31 December 2008	522,000,000
31 December 2009	557,000,000
31 December 2010	577,000,000
31 December 2011	594,000,000

(c)Following an Integrated Merger Event, the amounts set out in the table in paragraph (b) above under the column entitled “Budgeted Capital Expenditure” shall be adjusted so that such amounts after an Integrated Merger Event shall bear the same relation to such amounts prior to the Integrated Merger Event, as the combined Bank Group Consolidated Revenues for the Semi-Annual Period ending on the most recent Quarter Date for the Bank Group for which quarterly financial information is available for the Bank Group and Target Group Consolidated Revenues for the Semi-Annual Period ending on the last Quarter Date for which quarterly financial information is available for the Target Group bears to the Bank Group Consolidated Revenues for the Semi-Annual Period ending on the most recent Quarter Date

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for the Bank Group immediately prior to the Integrated Merger Event.

23.4Currency calculations

Where any financial information with reference to which any of the covenants in Clause 23.2 (Ratios) are tested states amounts in a currency other than Sterling such amounts shall, for the purposes of testing such covenants be converted from such currency into Sterling at the rate used in such financial information for the purpose of converting such amounts from Sterling into the currency in which they are stated in such financial information or where no such rate is stated in such financial information at an appropriate rate selected by the Borrower, acting reasonably.

23.5Pro Forma Calculations

For the purposes of testing compliance with the financial covenants set out in Clause 23.2 (Ratios), the calculation of such ratios shall be made on a pro forma basis giving effect to all material acquisitions and disposals made by the Bank Group during the relevant period of calculation based on historical financial results of the items being acquired or disposed of, provided that for the purpose of calculating Bank Group Covenant Profit, any direct or indirect disposals of Broadcast Assets shall not give rise to any adjustments.

24.POSITIVE UNDERTAKINGS

24.1Undertakings in respect of the Broadcast Business

The covenants contained in this Clause 24 (Positive Undertakings) shall not apply to any member of the Bank Group to the extent that the subject matter of such covenant relates to the Broadcast Business, other than the covenants set out in Clauses 24.3 (Financial Assistance and Fraudulent Conveyance), 24.4 (Necessary Authorisations), 24.5 (Compliance with Applicable Laws), 24.6 (Insurance), 24.8 (Ranking of Claims), 24.9 (Pay Taxes), 24.13 (Further Assurance), 24.14 (Centre of Main Interests) and 24.17 (“Know your Client” Checks).

24.2Application of Advances

The Ultimate Parent and the Borrower shall each ensure that the proceeds of each Advance made under this Agreement are applied exclusively for the applicable purposes specified in Clause 2.2 (Purpose).

24.3Financial Assistance and Fraudulent Conveyance

Cableco and each Obligor shall (and the Borrower shall procure that each member of the Bank Group shall) ensure that its execution of the Finance Documents to which it is a party and the performance of its obligations thereunder does not contravene any applicable local laws and regulations concerning fraudulent conveyance, financial assistance by a company for the acquisition of or subscription for its own shares or the shares of its parent or any other company or concerning the protection of shareholders’ capital.

24.4Necessary Authorisations

Cableco and each Obligor shall (and the Borrower shall procure that each member of the Bank Group shall):

(a)obtain, comply with and do all that is necessary to maintain in full force and effect all Necessary Authorisations, except where a failure to do so could not reasonably be expected to have a Material Adverse Effect; and

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(b)promptly upon request of the Facility Agent, supply certified copies to the Facility Agent of any such Necessary Authorisations so requested.

24.5Compliance with Applicable Laws

Cableco and each Obligor shall (and the Borrower shall procure that each member of the Bank Group shall) comply with all applicable laws to which it is subject in respect of the conduct of its business and the ownership of its assets (including, without limitation, all Statutory Requirements), in each case, where a failure so to comply could reasonably be expected to have a Material Adverse Effect.

24.6Insurance

(a)Each Obligor shall (and the Borrower shall procure that each member of the Bank Group shall) effect and maintain insurances on and in relation to its business and assets against such risks and to such extent as is necessary or usual for prudent companies carrying on a business such as that carried on by such Obligor or member of the Bank Group with either the Captive Insurance Company or with a reputable underwriter or insurance company except to the extent disclosed in the Group’s public disclosure documents or to the extent that the failure to so insure could not reasonably be expected to have a Material Adverse Effect.

(b)The Borrower shall (upon the reasonable request of the Facility Agent) supply the Facility Agent with copies of all such insurance policies or certificates of insurance in respect thereof or (in the absence of the same) such other evidence of the existence of such policies as may be reasonably acceptable to the Facility Agent.

24.7Intellectual Property

Each Obligor shall (and the Borrower shall procure that each member of the Bank Group shall):

(a)take all necessary action to safeguard and maintain its rights, present and future, in or relating to all Intellectual Property Rights owned, used or exploited by it and which are material to the Group Business (including, without limitation, paying all applicable renewal fees, licence fees and other outgoings) save where a failure to do so could not reasonably be expected to have a Material Adverse Effect; and

(b)notify the Facility Agent promptly of any infringement or suspected infringement or any challenge to the validity of any of the present or future Intellectual Property Rights owned, used or exploited by it and which are material to the Group Business which may come to its notice and it will supply the Facility Agent with all information in its possession relating thereto if the same could reasonably be expected to have a Material Adverse Effect and take all necessary steps (including, without limitation, the institution of legal proceedings) to prevent third parties infringing such Intellectual Property Rights to the extent that failure to do so could reasonably be expected to have a Material Adverse Effect.

24.8Ranking of Claims

Subject to the Reservations, Cableco and each Obligor shall ensure that at all times the claims of the Finance Parties against it under the Finance Documents to which it is a party rank at least pari passu with the claims of all its unsecured, unsubordinated creditors save those whose claims are preferred by any bankruptcy, insolvency, liquidation or similar laws of general application.

24.9Pay Taxes

Each Obligor shall (and the Borrower shall procure that each member of the Bank Group shall), ensure that at all times, there are no material claims or liabilities which are asserted against it in

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respect of tax, save to the extent the relevant Obligor or in the case of any other member of the Bank Group, the Borrower (as the case may be) can demonstrate that the same are being contested in good faith on the basis of appropriate professional advice and that proper reserves have been established therefor to the extent required by applicable generally accepted accounting principles.

24.10Hedging

The Borrower shall:

(a)within 6 months of the date of this Agreement enter into and maintain hedging arrangements with Hedge Counterparties, by way of interest rate swap transaction, basis swap, forward rate transaction, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any similar derivative transaction, or any combination of the foregoing, for the purpose of limiting the Bank Group’s exposure to adverse movements in interest rates or foreign exchange in relation to the Facilities and the High Yield Notes as follows:

(i)interest rate hedging required to ensure that interest is payable at fixed rates on not less than 66²/₃% of the combined aggregate principal amount outstanding as at the Closing Date, under the Facilities and the High Yield Notes, for a period commencing on the date on which such Hedging Agreements are executed and ending on the third anniversary of the Closing Date; and

(ii)currency rate hedging in respect of (A) all amounts of principal and interest payable under the B2 Sub-Tranche and (B) all amounts of interest payable in Dollars under the High Yield Notes (provided that for the purposes of hedging the interest portion of the Floating Rate Note, the interest rate of the Floating Rate Notes shall be deemed to be fixed at the rate which is equal to LIBOR for a three month period as at the time the relevant hedging arrangements are entered into plus 5%), in each case, for a period commencing on the date on which such Hedging Agreements are executed and ending on the fifth anniversary of the Closing Date;

(b)within 6 months of the date of any High Yield Refinancing, enter into and maintain hedging arrangements with Hedge Counterparties for the purpose of limiting the Bank Group’s exposure to adverse movements in interest rates or foreign exchange in relation to such High Yield Refinancing for the relevant remaining period specified in paragraph (a) above to the extent that the Borrower would have been obliged to enter into hedging arrangements in respect of such High Yield Refinancing under paragraph (a) above if the notes comprising such High Yield Refinancing had constituted High Yield Notes at the Closing Date;

(c)ensure that the hedging arrangements required pursuant to paragraphs (a) and (b) in are entered into in the form of Acceptable Hedging Agreements; and

(d)as soon as reasonably practicable following request by the Facility Agent provide the Facility Agent with certified true copies of each such Hedging Agreement entered into,

provided that the Borrower shall not be in breach of this Clause 24.10 if the Borrower fails to enter into the hedging arrangements required under paragraphs (a) and (b) by the relevant times specified in paragraphs (a) and (b) and, in the case of paragraph (a), during the time between the date of this Agreement and the date falling six months thereafter or, in the case of paragraph (b), during the time between the date of such High Yield Refinancing and the date falling six months thereafter, either:

(i)none of the Lenders or their Affiliates is willing to enter into Hedging Agreements to effect the hedging arrangements required by paragraphs (a) or (b), as the case may be; or

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(ii)where a Lender or its Affiliate is willing to enter into such hedging arrangements, the terms of such hedging arrangements are, in the reasonable opinion of the Administrative Agent and the Initial MLAs (as defined in the Commitment Letter) and having regard to the creditworthiness of the Borrower and current market conditions, considered to be unreasonable, or where in the opinion of the Administrative Agent and the Initial MLAs, acting reasonably, such hedging arrangements would cause material adverse tax-related implications for any member of the Group.

24.11Pension Plans

The Borrower shall use reasonable endeavours to ensure that all pension plans maintained and operated by it generally for the benefit of employees of any member of the Bank Group are maintained and operated in all material respects in accordance with all applicable laws from time to time and that the employer contributions are assessed and paid in all material respects in accordance with the governing provisions of such schemes and all laws applicable thereto save to the extent that any failure to fund such pension plan on that basis could not reasonably be expected to have a Material Adverse Effect.

24.12Environmental Matters

(a)Each Obligor shall (and the Borrower shall procure that each member of the Bank Group shall):

(i)comply with all Environmental Laws to which it is subject;

(ii)obtain all Environmental Licences required or desirable in connection with the business it carries on; and

(iii)comply with the terms of all such Environmental Licences,

in each case where failure to do so could reasonably be expected to have a Material Adverse Effect.

(b)Each Obligor shall (and the Borrower shall procure that each member of the Bank Group shall) promptly notify the Facility Agent of any Environmental Claim (to the best of such Obligor’s or member of the Bank Group’s knowledge and belief) pending or threatened against it which, if substantiated, could reasonably be expected to have a Material Adverse Effect.

(c)No Obligor shall (and the Borrower shall procure that no member of the Bank Group shall) permit or allow to occur any discharge, release, leak, migration or other escape of any Hazardous Substance into the Environment on, under or from any property owned, leased, occupied or controlled by it, where such discharge, release, leak, migration or escape could reasonably be expected to have a Material Adverse Effect.

24.13Further Assurance

(a)Cableco and each Obligor shall (and the Borrower shall procure that each member of the Bank Group shall) at its own expense, promptly take all such reasonable action as the Facility Agent or the Security Trustee may require for the purpose of complying with the provisions of paragraph (b) and for the registration or filing of any Security Documents delivered pursuant thereto with all appropriate authorities to the extent necessary for the purposes of perfecting the Security created thereunder.

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(b)The Borrower shall:

(i)subject to the proviso below and except as otherwise provided in this Clause 24.13, procure that the 95% Security Test is satisfied, on each Quarter Date during the term of the Facilities where such percentage is calculated by reference to the quarterly financial information relating to the Bank Group most recently delivered pursuant to Clause 22.1 (Financial Statements) and certified in the relevant Compliance Certificate accompanying the same;

(ii)procure that in relation to any member of the Bank Group which becomes an Obligor for the purposes of ensuring compliance with sub-paragraph (i) above, each intermediate Holding Company of such member of the Bank Group within the Bank Group shall also become an Obligor hereunder; and

(iii)procure that each Obligor which is or becomes a party to this Agreement in such capacity under sub-paragraph (i) above shall have delivered to the Security Trustee, one or more Security Documents granting security over all or substantially all of its assets other than any shares in, receivables owed by or any other interest in any Bank Group Excluded Subsidiary, Project Company or Joint Venture or any other asset which is of a type excluded from existing corresponding Security Documents or has been excluded for the reasons provided in paragraph (c) of Merger Event Conditions, or which the Security Trustee agrees may be excluded from the Security granted under the Security Documents (provided that the Security Trustee shall not agree to exclude any asset of an Obligor from the Security where the net book value of such asset exceeds £3 million (or its equivalent in other currencies) without the prior consent of an Instructing Group (not to be unreasonably withheld or delayed)),

provided that it shall not constitute a breach of this paragraph (b) if any Obligor is prevented by any legal restriction from complying with the provisions of sub-paragraphs (i) and (iii) and provided further that in no event shall the Obligors represent less than 90% of the Bank Group Covenant Profit.

(c)A breach of sub-paragraph (b) shall not constitute a Default if:

(i)one or more members of the Bank Group become Obligors in accordance with Clause 26.1 (Acceding Guarantors) within 5 Business Days of the delivery of a Compliance Certificate by the Borrower demonstrating that the 95% Security Test is not satisfied; and

(ii)the Facility Agent (acting reasonably) is satisfied that the 95% Security Test would have been satisfied on the relevant Quarter Date if such Compliance Certificate had been prepared on the basis that such members of the Bank Group had been Obligors as at that Quarter Date.

(d)In relation to any provision of this Agreement or after an Integrated Merger Event, the Pari Passu Intercreditor Agreement which requires the Obligors or any member of the Bank Group to deliver a Security Document for the purposes of granting any guarantee or Security for the benefit of the Finance Parties, the Security Trustee agrees to execute as soon as reasonably practicable, any such guarantee or Security Document which is presented to it for execution.

(e)Each of the Finance Parties hereby agrees that it will, upon the request of the Borrower made following delivery of the written notice referred to in Clause 24.20 (Notice of Integrated Merger Event), execute a Pari Passu Intercreditor Agreement substantially in the form set out in Schedule 14 (Pro Forma Pari Passu Intercreditor Agreement). To the extent that any amendments are requested as contemplated by Clause 44.7 (Amendments to the Pari Passu

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Intercreditor Agreement), each Finance Party agrees that the provisions of Clause 44.7 (Amendments to the Pari Passu Intercreditor Agreement) shall apply.

(f)In anticipation of the incurrence of any Target Group Refinancing Indebtedness or Post Merger Target Group Refinancing after the occurrence of an Integrated Merger Event, each of the Finance Parties hereby agrees that it will, upon the request of the Borrower execute a new Pari Passu Intercreditor Agreement substantially in the form set out in Schedule 14 (Pro Forma Pari Passu Intercreditor Agreement). To the extent that any amendments are requested as contemplated by Clause 44.7 (Amendments to the Pari Passu Intercreditor Agreement), each Finance Party agrees that the provisions of Clause 44.7 (Amendments to the Pari Passu Intercreditor Agreement) shall apply.

(g)Each of the Finance Parties hereby agrees that it will, upon request of the Borrower made upon reasonable notice prior to the proposed effective date of any High Yield Refinancing, execute a HYD Intercreditor Agreement or accept an accession deed by which parties will accede to the HYD Intercreditor Agreement in relation to such High Yield Refinancing.  To the extent that any amendments are requested by any person party to such agreement, each Finance Party agrees to negotiate such amendments in good faith.

(h)At any time after an Event of Default has occurred and whilst such Event of Default is continuing, each Obligor shall, at its own expense, take any and all action as the Security Trustee may deem necessary for the purposes of perfecting or otherwise protecting the Lenders’ interests in the Security constituted by the Security Documents.

24.14Centre of Main Interests

Neither Cableco nor any Obligor shall (and the Borrower shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, cause or allow its Centre of Main Interests to change to a country other than England.

24.15Group Structure Chart

If there is a material change or inaccuracy in the corporate structure of the Bank Group or any Holding Companies of the Borrower from that set out in the Group Structure Chart most recently delivered to the Facility Agent, the Borrower shall deliver or procure that there is delivered to the Facility Agent, as soon as practicable upon becoming available, an updated Group Structure Chart containing information sufficient to evidence the matters set out in paragraphs (b) and (c) of Clause 21.18 (Structure) and showing such change or correcting such inaccuracy.

24.16Contributions to the Bank Group

Each of the Ultimate Parent and Cableco shall procure that any monies which are at any time contributed by any member of the Group to any member of the Bank Group shall be contributed by way of Subordinated Funding, by way of an investment through capital contribution or a subscription of securities or convertible unsecured loan stock in the relevant member of the Bank Group.

24.17“Know your client” checks

(a)Cableco and each Obligor shall promptly upon the request of the Facility Agent or any Lender and each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective Transferee in order for the Facility Agent, such Lender or any prospective Transferee to carry out and be satisfied with the results of all necessary “know your client” or

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other applicable anti-money laundering checks in relation to the identity of any person that it is required to carry out in relation to the transactions contemplated in the Finance Documents.

(b)The Borrower shall, by not less than 3 Business Days written notice to the Facility Agent, notify the Facility Agent (which shall promptly notify the Lenders) of its intention to request that one of its wholly-owned Subsidiaries becomes an Acceding Guarantor pursuant to Clause 26.1 (Acceding Guarantors) (provided that no such notice shall be required to be given in respect of any Original Guarantor or any member of the Diamond Sub-Group or Triangle Sub-Group where any such person is required or intends to accede to this Agreement pursuant to Clause 3.1 (Conditions Precedent) or Clause 3.2 (Conditions Subsequent relating to Diamond Sub-Group and Triangle Sub-Group)).

(c)Following the giving of any notice pursuant to paragraph (b) above, the Borrower shall promptly upon the request of the Facility Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective Transferee to carry out and be satisfied with the results of all necessary “know your client” or other applicable anti-money laundering checks in relation to the identity of any person that it is required to carry out in relation to the accession of such Additional Guarantor to this Agreement.

24.18Change in Auditors

The Obligors shall ensure that its auditors are (and in the case of the Borrower, the Bank Group’s auditors are) any one of the Permitted Auditors provided that in the event of any change in such auditors, the relevant Obligor (or the Borrower, in the case of any change to the Bank Group’s auditors) shall promptly notify the Facility Agent of such change.

24.19Syndication

(a)Each of Cableco and the Obligors shall (and the Borrower shall procure that each member of the Bank Group shall) co-operate with and assist the Mandated Lead Arrangers in connection with the primary syndication of the Facilities in a manner consistent with normal market practice including (but not limited to) by:

(i)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 the Information Memorandum;

(iii)allow attendance by senior management of the Ultimate Parent and the Borrower at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Borrower; and

(iv)use reasonable efforts to ensure that the syndication efforts benefit from the Group’s existing lending relationships,

provided that neither Cableco nor any Obligor shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so.

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(b)Without prejudice to the provisions of paragraph (a), neither Cableco nor any Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document, provided further that neither Cableco nor any Obligor shall (and the Borrower shall procure that no member of the Bank Group shall) be able to deny the Facility Agent any such information by reason of it having entered into a confidentiality undertaking which would prevent it from disclosing, or be able to claim any legal privilege in respect of, any financial information relating to itself or the Group. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, Cableco or the relevant Obligor as the case may be, shall use its reasonable endeavours 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.

24.20Notice of Integrated Merger Event

The Borrower may designate an Integrated Merger Event by providing not less than 30 days’ written notice before the proposed effective date thereof to the Facility Agent.  Such notice shall specify the following matters as projected by the Borrower in its reasonable judgment, as at the date of such notice:

(a)the proposed provisional effective date of the Integrated Merger Event;

(b)which members of the Target Group shall become Target Group Obligors and which other members of the Target Group are being designated as members of the Bank Group at the date of the Integrated Merger Event for the purposes of sub-paragraph (a)(vi) of the definition of “Bank Group”; and

(c)what (if any) corporate reorganisations will be implemented in connection with the Integrated Merger Event; for the avoidance of doubt, any reorganisation involving the Target Group (including without limitation, the acquisition of one or more members of the Target Group by the Borrower or one or more Subsidiaries of the Borrower) for the purposes of an Integrated Merger Event shall constitute a permitted acquisition for the purposes of paragraph (a) of Clause 25.14 (Acquisitions and Investments),

provided that, upon reasonable request of the Facility Agent following delivery of the notice referred to above and from time to time, the Borrower shall keep the Facility Agent appraised of all material developments with respect to the Integrated Merger Event and provided further that no less than 3 Business Days before the effective date of the Integrated Merger Event, the Borrower shall provide written confirmation of the matters referred to in paragraphs (a) to (c) to the Facility Agent.

25.NEGATIVE UNDERTAKINGS

25.1Undertakings with respect to the Broadcast Business

The covenants contained in this Clause 25 (Negative Undertakings) shall not apply to any member of the Bank Group insofar as the subject matter of such covenant relates to the Broadcast Business, other thanClause 25.2 (Negative Pledge), Clause 25.3 (Loans and Guarantees), Clause 25.5 (Dividends, Distributions and Share Capital), Clause 25.7 (Disposals), Clause 25.8 (Mergers), Clause 25.10 (Transactions with Affiliates) and Clause 25.14 (Acquisitions and Investments), provided that any action undertaken, or any transaction entered into, by any member of the Bank Group and any circumstances arising in connection with or as a result of Separation (or any part of it) shall not be restricted by (nor be deemed to constitute a utilisation of any of the permitted exceptions to) any of the provisions of this Clause 25 (and any such action, transaction or circumstance shall not constitute

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a breach of any of the Finance Documents or an Event of Default or an event which would trigger a mandatory prepayment under Clause 12 (Mandatory Prepayment and Cancellation)) to the extent such action, transaction or circumstance is in accordance with the provisions of Clause 28 (Separation of the Broadcast Business) and has been undertaken or entered into for the purposes of or in connection with effecting Separation (or any part of it) or has resulted from implementation of the Separation (or any part of it).

25.2Negative Pledge

Subject to Clause 25.1 (Undertakings with respect to the Broadcast Business), no Obligor shall (and the Borrower shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbrance:

(a)which is an Existing Encumbrance set out in:

(i)Part 1A of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released on the Closing Date; or

(ii)Part 1B of Schedule 10 (Existing Encumbrances) provided that the principal amount secured thereby may not be increased unless any Encumbrance in respect of such increased amount would be permitted under another paragraph of this Clause 25.2;

(b)which arises by operation of Law or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any member of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Group;

(c)which is created pursuant to any of the Finance Documents;

(d)which arises in respect of any right of set-off, netting arrangement, title transfer or title retention arrangements which:

(i)arises by operation of Law;

(ii)is entered into by any member of the Bank Group in the normal course of its banking arrangements for the purpose of netting debit and credit balances on bank accounts of members of the Bank Group operated on a net balance basis;

(iii)arises in respect of netting or set off arrangements contained in any Hedging Agreement or other contract permitted under Clause 25.13 (Limitations on Hedging); or

(iv)is entered into by any member of the Bank Group on terms which are generally no worse than the counterparty’s standard or usual terms and entered into in the ordinary course of business of the relevant member of the Bank Group;

(e)which arises in respect of any judgment, award or order or any tax liability for which an appeal or proceedings for review are being diligently pursued in good faith, provided that the affected member of the Bank Group shall have or will establish such reserves as may be required under applicable generally accepted accounting principles in respect of such judgment, award, order or tax liability;

(f)over or affecting any asset acquired by a member of the Bank Group after the date of this Agreement and subject to which such asset is acquired, if:

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(i)such Encumbrance was not created in contemplation of the acquisition of such asset by a member of the Bank Group; and

(ii)the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member of the Bank Group, is Financial Indebtedness which at all times falls within paragraph (k) or (m) of Clause 25.4 (Financial Indebtedness) and the amount of Financial Indebtedness so secured is not increased at any time;

(g)over or affecting any asset of any company which becomes a member of the Bank Group after the date of this Agreement, where such Encumbrance is created prior to the date on which such company becomes a member of the Bank Group, if:

(i)such Encumbrance was not created in contemplation of the acquisition of such company; and

(ii)to the extent not repaid by close of business on the date upon which such company became a member of the Bank Group, the Financial Indebtedness secured by such Encumbrance at all times falls within paragraph (k) or (m) of Clause 25.4 (Financial Indebtedness);

(h)constituted by a rent deposit deed:

(i)entered into on arm’s length commercial terms and in the ordinary course of business securing the obligations of a member of the Bank Group in relation to property leased to a member of the Bank Group; or

(ii)securing the obligations of a member of the Broadcast Group in relation to property leased to a member of the Broadcast Group provided that such rent deposit deed is entered into prior to the Closing Date;

(i)created by an arrangement referred to in paragraphs (d) or (f) of the definition of Financial Indebtedness;

(j)which is granted by a member of the Bank Group over the shares of, Indebtedness owed by or other interests it holds in, or over the assets attributable to, a Project Company, a Bank Group Excluded Subsidiary or a Joint Venture;

(k)over cash deposited as security for the obligations of a member of the Bank Group in respect of a performance bond, guarantee, standby letter of credit or similar facility entered into in the ordinary course of business of the Bank Group;

(l)is an Encumbrance over the assets and undertakings of any member of the Bank Group which secures Target Group Financial Indebtedness and/or Target Group Refinancing Indebtedness as at close of business on the effective date of the Integrated Merger Event up to an aggregate principal amount of £1,250,000,000 (or its equivalent in other currencies) or which secures Post Merger Target Group Refinancing up to an aggregate principal amount not exceeding the principal amount of the Financial Indebtedness being refinanced and which, in each case, ranks on a pari passu basis with the Facilities;

(m)following Principal Separation, which is created over any interest in any Designated Broadcast Asset still held by the Core Group or over the securities or receivables in any member of the Broadcast Group to secure any Indebtedness owed by any member of the Broadcast Group; or

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(n)securing Financial Indebtedness the principal amount of which (when aggregated with the principal amount of any other Financial Indebtedness which has the benefit of an Encumbrance other than as permitted pursuant to paragraphs (a) to (m) above) does not exceed £125 million (or its equivalent in other currencies):

(i)of which up to £40 million (or its equivalent in other currencies) may be secured on assets not subject to the Security; and

(ii)which may be secured on a second ranking basis over assets subject to the Security, provided that such second ranking security shall be granted on terms where the rights of the relevant mortgagee, chargee or other beneficiary of such security in respect of any payment will be subordinated to the rights of the Finance Parties under the HYD Intercreditor Agreement, the Pari Passu Intercreditor Agreement or any other intercreditor arrangement which is either:

(A)on terms satisfactory to the Finance Parties; or

(B) on terms where the relevant mortgagee, chargee or other beneficiary of such security shall not be entitled to exercise any voting rights (or shall transfer any voting rights to which it may be entitled (whether such voting rights are granted by contract or applicable law) to the Security Trustee), shall agree to turnover any monies it receives in respect of such security, shall not enforce any rights to which it may be entitled in respect of the Indebtedness secured by such security, dispose of, enforce any Encumbrance over, and shall not appoint any receiver, manager, attorney or any similar officer over, or otherwise exercise any rights in respect of, all or any part of the assets subject to such security until such time that all amounts outstanding under the Finance Documents have been repaid and discharged in full,

provided that in either case, each of the Finance Parties agrees to execute such intercreditor agreement as soon as practicable following request from the Borrower,

and provided further that any Encumbrances securing Target Group Financial Indebtedness, Target Group Refinancing Indebtedness and/or Post Merger Target Group Refinancing Indebtedness shall be limited as provided in paragraph (l) of this Clause 25.2.

25.3Loans and Guarantees

Subject to Clause 25.1 (Undertakings with respect to the Broadcast Business), no Obligor shall (and the Borrower shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, grant any loan or credit or give any guarantee in any such case in respect of Financial Indebtedness, other than:

(a)any extension of trade credit or guarantees granted in the ordinary course of business on usual and customary terms;

(b)any credit given by a member of the Bank Group to another member of the Bank Group which arises by reason of cash-pooling, set-off or other cash management arrangement of the Bank Group;

(c)the Existing Loans, provided that the aggregate principal amount outstanding thereunder may not be increased from that existing at the date of this Agreement in reliance on this paragraph (c);

(d)any loans or credit granted:

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(i)by a member of the Bank Group which is not an Obligor to an Obligor by way of Subordinated Funding;

(ii)by one Obligor to another Obligor; or

(iii)by a member of the Bank Group which is not an Obligor to any other member of the Bank Group which is not an Obligor;

(e)any loans made by any member of the Bank Group to its employees either:

(i)in the ordinary course of its employees’ employment; or

(ii)to fund the exercise of share options by its employees,

provided that the aggregate principal amount of all such loans shall not at any time exceed £2.5 million (or its equivalent in other currencies);

(f)any loan made by a member of the Bank Group pursuant to either an Asset Passthrough or a Funding Passthrough;

(g)any loan made by a member of the Bank Group to a member of the Group, where the proceeds of such loan are, or are to be (whether directly or indirectly) used:

(i)to make payments to the High Yield Trustee in respect of High Yield Trustee Amounts (as such terms are defined in the HYD Intercreditor Agreement);

(ii)provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, to fund Permitted Payments; or

(iii)at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent permitted by the HYD Intercreditor Agreement or the Group Intercreditor Agreement;

(h)credit granted by any member of the Bank Group to a member of the Group or the Broadcast Group, where the Indebtedness outstanding thereunder relates to Intra-Group Services provided that where such credit relates to services falling within paragraphs (b) or (c) of the definition of Intra-Group Services the settlement of any such credit estimated by the Borrower to be owed by members of the Group which are not Obligors (other than members of the Diamond Sub-Group or the Triangle Sub-Group) shall take place no later than the first Business Day falling 45 days after the end of each Financial Quarter provided that any such settlement may occur by way of set-off and further provided that any overpayment or underpayment arising as a result of the settlement of all such credit may be returned to the overpaying party or paid by the underpaying party (and any credit or Financial Indebtedness arising as a result of such overpayment or underpayment pending repayment to the overpaying party or payment by the underpaying party is hereby permitted);

(i)following an Integrated Merger Event, any guarantee given by a member of the Target Group or the Bank Group in respect of Financial Indebtedness permitted under paragraph (d) of Clause 25.4 (Financial Indebtedness);

(j)any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 25.14 (Acquisitions and Investments);

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(k)any guarantee given by a member of the Bank Group in respect of or constituted by any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness), or other obligation not restricted by the terms of the Finance Documents, of another member of the Bank Group;

(l)any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 25.6 (Disposals);

(m)any performance guarantees not relating to borrowed monies, granted by any member of the Core Group at any time prior to the Closing Date in respect of the obligations of any member of the Broadcast Group;

(n)any guarantees or similar undertakings granted by any member of the Bank Group in favour of the Inland Revenue in respect of any obligations of NTL (UK) Group, Inc. in respect of UK tax in order to facilitate the winding up of NTL (UK) Group, Inc. provided that the Facility Agent shall have first received confirmation from the Borrower that based on discussions with the Inland Revenue and the Borrower’s reasonable assumptions, the Borrower does not believe that the liability under such guarantee will exceed £10 million (such confirmation to be supported by a letter from the Borrower’s auditors for the time being, confirming that based on the Borrower’s calculations of such tax liability the Borrower’s confirmation is a reasonable assessment of such tax liability);

(o)any loan or credit (i) which has arisen in consideration of the transfer by any member of the Core Group to any member of the Broadcast Group of Designated Broadcast Assets where such transfer has been made in accordance with the Separation Memorandum, (ii) which is made to any member of the Broadcast Group but which is not recorded as an asset of the Core Group in any financial information delivered in respect of the Bank Group pursuant to Clause 22.1(d) and (e) (Financial Statements) or (iii) loans made to any person (other than a member of the Bank Group) from monies generated from the Broadcast Group; or

(p)loans made, credit granted or guarantees given by any member of the Bank Group not falling within paragraphs (a) to (o) above, in an aggregate amount not exceeding £20 million (or its equivalent in other currencies),

provided that notwithstanding any of the foregoing, the Borrower shall not grant any guarantee in respect of the Financial Indebtedness of any person other than as expressly provided in paragraphs (a), (d) and (e) of Clause 25.4 (Financial Indebtedness).

25.4Financial Indebtedness

No Obligor shall (and the Borrower shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group incur, create or permit to subsist or have outstanding any Financial Indebtedness or enter into any agreement or arrangement whereby it is entitled to incur, create or permit to subsist any Financial Indebtedness other than in either case:

(a)Financial Indebtedness arising under or pursuant to the Finance Documents (including in respect of any outstanding Documentary Credit);

(b)Existing Financial Indebtedness provided that the same shall be repaid immediately upon the making of the first Advance under this Agreement;

(c)Financial Indebtedness arising under the Triangle Notes, until such time that the Triangle Notes have been repaid in full pursuant to Clause 3.2 (Condition Subsequent relating to Diamond Sub-Group and Triangle Sub-Group);

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(d)in relation to an Integrated Merger Event:

(i)any Target Group Financial Indebtedness existing as at the effective date of the Integrated Merger Event;

(ii)any Target Group Refinancing Indebtedness existing as at or immediately following the effective date of the Integrated Merger Event; and

(iii)any Post Merger Target Group Refinancing;

(e)Financial Indebtedness arising in respect of any guarantee given by the Borrower in respect of the obligations under the High Yield Notes or any High Yield Refinancing, provided that in each case, such guarantee is given on a subordinated unsecured basis and is subject to the terms of the HYD Intercreditor Agreement;

(f)Financial Indebtedness of any member of the Bank Group falling within, and permitted by Clause 25.3 (Loans and Guarantees);

(g)Financial Indebtedness arising under any Hedging Agreements permitted under Clause 25.13 (Limitations on Hedging);

(h)Existing Financial Indebtedness falling within paragraph (d) of the definition of Financial Indebtedness;

(i)Financial Indebtedness arising in respect of Existing Performance Bonds or any performance bond, guarantee, standby letter of credit or similar facility entered into in the ordinary course of business by any member of the Broadcast Group to the extent that cash is deposited as security for the obligations of such member of the Broadcast Group thereunder;

(j)Financial Indebtedness arising in relation to either an Asset Passthrough or a Funding Passthrough;

(k)other than in connection with the Integrated Merger Event, Financial Indebtedness of any company which became or becomes a member of the Bank Group after the date of this Agreement, where such Financial Indebtedness arose prior to the date on which such company became or becomes a member of the Bank Group; if:

(i)such Financial Indebtedness was not created in contemplation of the acquisition of such company;

(ii)the aggregate principal amount of all Financial Indebtedness falling within this paragraph (k) either (i) does not exceed £20 million (or its equivalent in other currencies) outstanding at any time or (ii) to the extent such Financial Indebtednesss does exceed £20 million, an amount equal to such excess is repaid immediately upon such company becoming a member of the Bank Group;

(l)Financial Indebtedness which constitutes Subordinated Funding provided that each Obligor that is a debtor in respect of Subordinated Funding shall (and the Borrower shall procure that each member of the Bank Group that is a debtor in respect of Subordinated Funding shall) procure that the relevant creditor of such Subordinated Funding, to the extent not already a party at the relevant time, accedes to the Group Intercreditor Agreement or the HYD Intercreditor Agreement, as appropriate, in such capacity, upon the granting of such Subordinated Funding; or

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(m)Financial Indebtedness not falling within paragraphs (a) to (l) above, of any members of the Bank Group provided that the aggregate amount of such Financial Indebtedness outstanding at any time does not exceed £125 million (or its equivalent in other currencies) and further provided that in the case of any Financial Indebtedness constituted by an overdraft facility which operates on a gross/net basis, only the net amount of such facility shall count towards such aggregate amount,

provided that notwithstanding any of the foregoing, the Borrower shall not grant any guarantee in respect of the Financial Indebtedness of any person other than as expressly provided in paragraphs (a), (d) and  (e) of this Clause 25.4.

25.5Dividends, Distributions and Share Capital

Subject to Clause 25.1 (Undertakings with respect to the Broadcast Business), no Obligor shall (and the Borrower shall procure that no member of the Bank Group shall):

(a)declare, make or pay any dividend (or interest on any unpaid dividend), charge, fee or other distribution (whether in cash or in kind) on or in respect of any of its shares;

(b)redeem, repurchase, defease, retire or repay any of its share capital, or resolve to do so;

(c)repay or distribute any share premium account; or

(d)repay or otherwise discharge or purchase any amount of principal of (or capitalised interest on) or pay any amount of interest in respect of Subordinated Funding,

other than:

(i)to the extent the share capital of such Obligor is held by one or more other Obligors or to the extent the share capital of any such member of the Bank Group which is not an Obligor is held by one or more other members of the Bank Group;

(ii)to the extent discharged in consideration of a transfer of any non-cash asset the disposal of which is not otherwise prohibited by this Agreement, by the waiver of any payment where no cash consideration is given in respect of such waiver or by way of conversion into any securities (including convertible unsecured loan stock), (or vice versa), which do not involve any cash payments or by way of capital contribution to the debtor in respect of such Subordinated Funding;

(iii)to the extent required for the purpose of making payments to the indenture trustee for the High Yield Notes in respect of High Yield Trustee Amounts (as such term is defined in the HYD Intercreditor Agreement) or for the purpose of making payments in respect of any similar amounts to the indenture trustee in respect of any High Yield Refinancing;

(iv)provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, to the extent required to fund Permitted Payments;

(v)at any time after the occurrence of an Event of Default, to the extent required to fund Permitted Payments which are permitted by the HYD Intercreditor Agreement and the Group Intercreditor Agreement;

(vi)to the extent such redemption, repurchase, defeasance, retirement or repayment is in respect of a nominal amount; or

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(vii)the payment of a dividend, payment, loan or other distribution or the repayment of any loan or the redemption of any loan stock or redeemable equity, in each case, made to any person from moneys generated by the Broadcast Group (or proceeds from the sale or other disposal of all of any part of or any interest in the Broadcast Group).

25.6Disposals

Subject to Clause 25.1 (Undertakings with respect to the Broadcast Business), no Obligor shall (and the Borrower shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, either in a single transaction or in a series of related transactions, sell, transfer, lease or otherwise dispose of any shares in any of its Subsidiaries or all or any part of its revenues, assets, other shares, business or undertakings other than in the ordinary course of trading (which, for the avoidance of doubt, includes mast sharing arrangements) and other than:

(a)any payment required to be made under the Finance Documents;

(b)the disposal of obsolete or surplus assets no longer required for the efficient operation of the Group Business, on arms’ length commercial terms;

(c)disposals of cash, the lending or repayment of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is not prohibited by the terms of the Finance Documents;

(d)by an Obligor to another Obligor, provided that if such assets are subject to existing Security they remain so or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal;

(e)disposals by a member of the Bank Group which is not an Obligor to another member of the Group;

(f)disposals of assets on arm’s length commercial terms where the proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group, provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assets;

(g)the disposal of the shares in NTL Communications (Ireland) Limited and the benefit of any Indebtedness owed by NTL Communications (Ireland) Limited or all or a significant part of the business of NTL Communications (Ireland) Limited;

(h)disposals of any assets which are described in paragraph (b) of the definition of Asset Adjustment Payments;

(i)disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Bank Group to another member of the Bank Group;

(j)disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough;

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(k)disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that:

(i)such disposal is conducted on a non-recourse basis;

(ii)the aggregate principal amount of all such securitisations or factoring transactions conducted in reliance on this paragraph (k) does not exceed £100 million (or its equivalent in other currencies) at any time; and

(iii)the proceeds of any such disposal are applied in accordance with Clause 12.7 (Repayment from Securitisations and Factoring);

(l)disposals of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Indebtedness owed to a member of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture;

(m)disposals of assets, revenues or rights of any member of the Bank Group arising from an amalgamation, consolidation or merger of a member of the Bank Group with any other person which is permitted by Clause 25.8 (Mergers);

(n)disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Bank Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to such member of the Bank Group;

(o)on or about the time of Principal Separation, disposals of Designated Broadcast Assets to a third party by a member of the Core Group in accordance with the Separation Memorandum and, following Principal Separation, any disposal of any securities in any member of the Broadcast Group or the assignment of any Indebtedness owed by any member of the Broadcast Group;

(p)disposals of assets subject to finance leases pursuant to the exercise of an option by the lessee under such finance leases;

(q)disposals of assets in exchange for the receipt of assets of a similar or comparable value where the assets received by any member of the Bank Group following such exchange are located in the United Kingdom, Ireland, Isle of Man or the Channel Islands, provided that:

(i)to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and

(ii)where the aggregate net book value of all assets being exchanged in reliance on this paragraph (q) exceeds £2 million (or its equivalent in other currencies) in any Financial Quarter, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter of the Bank Group, a certificate signed by two authorised officers of the Borrower (given without personal liability) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (q) during such Financial Quarter (i) are of a similar or comparable value to the assets disposed of by such member of the Bank Group, and (ii) that such assets are located in United Kingdom or Ireland;

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(r)disposals constituting the surrender of tax losses by any member of the Bank Group:

(i)to Cableco, NTL Communications Limited or NTL (UK) Group Inc., where the tax losses being surrendered arise from one or more members of the Bank Group being allowed tax deductions in respect of the payment of interest on, or the repayment of principal amounts of, loans made to them by other members of the Group in circumstances where the Inland Revenue has denied Cableco, NTL Communications Limited or NTL (UK) Group, Inc. (as the case may be) a tax deduction in a corresponding amount in relation to the payment of interest on, or the repayment of principal amounts of, loans made to them by any of their Holding Companies;

(ii)to any member of the Broadcast Group where the surrendering company receives fair market value for such tax losses from the relevant recipient; and

(iii)to any other member of the Group other than a member of the Bank Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient,

provided that where the fair market value to the recipient of any surrender of tax losses under sub-paragraphs (ii) and (iii) above exceeds £5 million (or its equivalent in other currencies), no later than 30 days after the proposed surrender, there is delivered to the Facility Agent, a certificate signed by two authorised signatories of the Borrower (given without personal liability), giving brief details of the relevant transaction and certifying:

(A)the fair market value received by the surrendering company in respect of such tax losses, as determined by the Borrower in its reasonable opinion, after taking account of advice from its external tax advisers; and

(B)that, taking into account the aggregate amount of tax losses surrendered by members of the Bank Group (whether in reliance on this paragraph (r) or otherwise) and assuming that the financial performance of the Bank Group is in accordance with the projections set out in the Agreed Business Plan), there is no reasonable expectation that any member of the Bank Group will become a tax payer prior to the Final Maturity Date in respect of the B Facility as a result of such surrender of tax losses;

(s)disposals of assets to and sharing assets with any person who is providing services the provision of which have been or are to be outsourced to that person by any member of the Bank Group provided that:

(i)the assets being disposed of in reliance on this paragraph (s) shall be assets which relate to the services which are the subject of such outsourcing;

(ii)the projected cash cost to the Bank Group of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank Group;

(iii)the economic benefits derived from any such outsourcing contract shall be received by the Bank Group during the term of such contract;

(iv)the aggregate fair market value of the assets disposed of shall not exceed in the financial year ending 31 December 2004, £75 million (or its equivalent in other currencies) and for each financial year thereafter, 25% of the basket set out in sub-paragraph (u)(ii) below in any financial year; and

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(v)no later than 30 days after the date of such outsourcing where the consideration payable in respect of the assets subject to such disposal exceeds £1 million (or its equivalent in other currencies), a duly authorised officer of the Borrower shall have provided to the Facility Agent, a certificate (without personal liability) verifying each of the matters set out in sub-paragraphs (i) to (iii) above and certifying that as at the date of such certificate, the aggregate fair market value of all assets disposed in reliance on this paragraph (s) during such financial year, does not exceed the threshold specified in sub-paragraph (iv) above;

(t)disposals of assets pursuant to sale and leaseback transactions not constituting Financial Indebtedness where the aggregate fair market value of any assets disposed of in reliance on this paragraph (t) does not exceed £50 million (or its equivalent in other currencies) in any financial year of the Borrower and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this Agreement; and

(u)disposals of assets not otherwise permitted under this Clause 25.6 provided that the aggregate fair market value of the assets disposed of during any given financial year in reliance on paragraphs (s) and (t) above and on this paragraph (u) does not exceed:

(i)in respect of the financial year of the Bank Group ended 31 December 2004, £75 million; or

(ii)in respect of any subsequent financial year of the Bank Group, 15% of Bank Group Consolidated Revenues for the preceding financial year of the Bank Group, calculated by reference to the annual financial information for the Bank Group delivered in respect of the preceding financial year of the Bank Group pursuant to paragraph (d) of Clause 22.1 (Financial Statements),

provided that in respect of any disposal permitted under paragraphs (g), (n), (p), (r)(ii), (r)(iii), (t) or (u) above:

(A)(other than in respect of disposals under paragraphs (p) or (r) above) such disposal shall be on arm’s length commercial terms or (in the case of paragraph (r) such disposals are for fair market value from the perspective of the surrendering company);

(B)at least 75% of the consideration for such disposal shall be comprised of cash, Cash Equivalent Investments or Marketable Securities, provided that the aggregate amount of consideration received by way of Marketable Securities shall not (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £25 million (or its equivalent in other currencies) and provided further that any Cash Equivalent Investments and/or Marketable Securities acquired pursuant to any such disposal are monetized within 3 months of the expiry of any lock-up arrangement entered into by the relevant member of the Bank Group making such disposal with any third party (where such lock-up arrangement has a term not exceeding 12 months); and

(C)in respect of any disposal the fair market value of which exceeds £5 million (or its equivalent in other currencies) no later than 30 days after the date of such disposal, there shall have been delivered to the Facility Agent, a certificate signed by two authorised officers of the Borrower providing brief details of the transaction and certifying (in each case, to the extent applicable) (1) (other than in respect of disposals under paragraphs (p) or (r) above) such disposal shall be on arm’s length commercial terms or (in the case of paragraph (r) such disposals are for fair market value from the perspective of the surrendering company), (2) that not less than 75% of the consideration for such disposal shall be in cash, Cash Equivalent Investments or Marketable Securities, and (3) to the extent any of the consideration will include Marketable

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Securities, the name, amount and other brief details of such Marketable Securities.

25.7Change of Business

No Obligor shall (and the Borrower shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group or save as otherwise permitted by the terms of this Agreement make any change in the nature of its business as carried on immediately prior to the date of this Agreement, which would give rise to a substantial change in the business of the Bank Group taken as a whole, provided that this Clause 25.7 shall not be breached by an Obligor or any member of the Bank Group making a disposal permitted by Clause 25.6 (Disposals), an acquisition or investment permitted by Clause 25.14 (Acquisitions and Investments) or as a result of the implementation of the Separation (or any part of it) in accordance with Clause 28 (Separation of the Broadcast Business).

25.8Mergers

Subject to Clause 25.1 (Undertakings with respect to the Broadcast Business), neither the Ultimate Parent nor any Obligor shall (and the Borrower shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, amalgamate, consolidate or merge with any other person unless:

(a)such amalgamation, consolidation or merger constitutes an Integrated Merger Event or an Unintegrated Merger Event;

(b)such amalgamation, consolidation or merger is between two Obligors or an Obligor and another member of the Group where the Obligor will be the surviving entity;

(c)such amalgamation, consolidation or merger is between two members of the Bank Group which are not Obligors; or

(d)any member of the Bank Group liquidates or dissolves in either case on a solvent basis and in connection therewith all of its assets are transferred to one or more Obligors or, if such member is not itself an Obligor to one or more members of the Bank Group,

provided that in the case of paragraphs (b), (c) and (d) above, no later than 10 Business Days prior to the proposed amalgamation, consolidation or merger a duly authorised officer of the Borrower shall have delivered to the Facility Agent (in form and substance satisfactory to the Facility Agent, acting reasonably) a certificate verifying compliance with the relevant matters set out in such paragraph and to the extent deemed necessary, the Facility Agent shall have received appropriate advice from counsel in any relevant jurisdiction that such amalgamation, consolidation or merger (i) will not result in the breach of any applicable law or regulation in any material respect and (ii) in the case of an amalgamation, consolidation or merger involving an Obligor, will not have a materially adverse impact upon any of the obligations owed by such Obligor to the Finance Parties or upon the Security granted by such Obligor under any Security Document.

25.9Joint Ventures

No Obligor shall, (and the Borrower shall procure that no member of the Bank Group shall) enter into, make any loans, distributions or other payments to, give any guarantees for the Financial Indebtedness of, or acquire any interest or otherwise invest in, any Joint Venture, save that notwithstanding this Clause 25.9 or any other provision of this Clause 25 (Negative Covenants), such loans, distributions, payments, guarantees or consideration for acquisitions or investments may be made, paid or given by members of the Bank Group in an aggregate amount of up to:

(i)in respect of the financial year of the Bank Group ended 31 December 2004, £69 million; or

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(ii)in respect of any subsequent financial year of the Bank Group, 3.5% of Bank Group Consolidated Revenues for the preceding financial year of the Bank Group, calculated by reference to the annual financial information for the Bank Group delivered in respect of the preceding financial year of the Bank Group pursuant to paragraph (d) of Clause 22.1 (Financial Statements),

provided that any loans or investments made by way of Asset Passthrough or Funding Passthrough and any payments made in respect of transactions conducted on an arm’s length basis or in the ordinary course of trading with any Joint Venture, shall not be included in the calculation of such amount.

25.10Transactions with Affiliates

Subject to Clause 25.1 (Undertakings with respect to the Broadcast Business), no Obligor shall (and the Borrower shall procure that no member of the Bank Group shall) without the prior written consent of an Instructing Group, enter into any arrangement, contract or transaction with any other member of the Group which is not an Obligor, other than:

(a)transactions expressly permitted by the Finance Documents;

(b)transactions between a member of the Bank Group that is not an Obligor with any other member of the Bank Group which is not an Obligor;

(c)transactions in the ordinary course of business and either on no worse than arm’s length terms or, where there is no available market by which to assess whether such a transaction is on no worse than arm’s length terms, on terms such that the transaction is financially fair to the relevant Obligor or, as the case may be, other member of the Bank Group;

(d)transactions with any member of the Group in relation to management services conducted at not less than Cost on behalf of such member of the Group;

(e)insurance arrangements entered into in the ordinary course of business with a Captive Insurance Company;

(f)tax sharing agreements or arrangements to surrender tax losses and payments made pursuant thereto, to the extent such transactions are not prohibited by this Agreement;

(g)transactions relating to the provision of Intra-Group Services;

(h)transactions to effect either an Asset Passthrough or a Funding Passthrough;

(i)transactions either on terms and conditions (including, without limitation, as to any reasonable fees payable in connection with such transactions) not substantially less favourable to the relevant Obligor or, as the case may be, other member of the Bank Group than would be obtainable at such time in comparable arm’s length transactions with an entity which is not an Affiliate or, where there is no comparable arm’s length transaction by which to assess whether such a transaction is on terms and conditions not substantially less favourable to the relevant Obligor or, as the case may be, other member of the Bank Group, on such terms and conditions (including, without limitation, as to any fees payable in connection with such transaction) that the transaction is financially fair to the relevant Obligor or, as the case may be, other member of the Bank Group;

(j)any transaction to which one or more Obligors and one or more members of the Group who are not Obligors are party where the sole purpose of such transaction is for such Obligors and

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members of the Group to effect a transaction with a person who is not a member of the Group;

(k)transactions relating to capital contributions between members of the Group or the amendment of the terms of any loans made by or any convertible unsecured loan stock or other securities issued by any member of the Group to any other member of the Group (whether by way of conversion of loans to convertible unsecured loan stock or vice versa or otherwise) or the capitalisation of, or the waiver of or the repayment of, loans made by or any convertible unsecured loan stock issued by any member of the Group to any other member of the Group or the Broadcast Group;

(l)transactions required to implement an Integrated Merger Event;

(m)transactions relating to Excess Capacity Network Services provided that the price payable by any member of the Group (or following Principal Separation, any member of the Broadcast Group) in relation to such Excess Capacity Network Services is no less than the Cost incurred by the relevant member of the Bank Group in providing such Excess Capacity Network Services;

(n)transactions constituting Subordinated Funding; or

(o)an undertaking by the Borrower to Cableco whereby the Borrower agrees to pay all costs and expenses incurred by Cableco and members of the Group (other than the Bank Group) in connection with the transactions contemplated by the Facilities and the High Yield Notes from proceeds of the High Yield Notes, other than any such costs and expenses which Diamond Cable agrees or will agree to meet.

25.11Change in Financial Year

Neither the Ultimate Parent nor any Obligor shall, without the prior consent of the Facility Agent, change the end of its financial year from 31 December.

25.12Ownership

(a)The Ultimate Parent shall procure that the Borrower shall at all times remain its indirect wholly-owned Subsidiary.

(b)With effect from its accession to this Agreement, Cableco shall procure that the Borrower shall at all times remain its direct wholly-owned Subsidiary.

25.13Limitations on Hedging

No Obligor shall (and the Borrower shall procure that no member of the Bank Group shall) enter into any Hedging Agreement other than:

(a)Hedging Agreements specifically required under Clause 24.10 (Hedging); or

(b)any Hedging Agreement in respect of spot or forward foreign exchange transactions or currency swaps entered into in connection with such member of the Bank Group’s business, which is not entered into for investment or speculative purposes and, for the avoidance of doubt (subject to the provisions of Clause 25.10 (Transactions with Affiliates), any such Hedging Agreement may be entered into with another member of the Group.

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25.14Acquisitions and Investments

Subject to Clause 25.1 (Undertakings with respect to the Broadcast Business), no Obligor shall (and the Borrower shall procure that no member of the Bank Group shall) purchase, subscribe for or otherwise acquire or invest in any shares (or other securities or any interest in it) in, or incorporate, any company or acquire (by subscription or otherwise) or invest in any business or (save in the ordinary course of business) purchase or otherwise acquire any other assets other than:

(a)any acquisition, incorporation or investment relating to an Integrated Merger Event;

(b)the purchase of or investment in Cash Equivalent Investments or Marketable Securities (including without limitation by way of consideration in respect of any disposal as contemplated in the proviso to Clause 25.6 (Disposals) and subject to the conditions set out therein);

(c)any acquisition or investment made by a member of the Broadcast Group from cash generated from within the Broadcast Group;

(d)the incorporation of a company or the acquisition of an “off-the-shelf” company which is or becomes a member of the Bank Group;

(e)any acquisition by any member of the Bank Group in connection with a disposal permitted by the provisions of Clause 25.6 (Disposals) and any acquisition by a member of the Bank Group of shares issued by a Subsidiary of the Borrower or a Subsidiary of NTL Communications Limited (other than prior to the accession of Cableco as a party to this Agreement, the Borrower and its Subsidiaries, and thereafter, Cableco and its Subsidiaries) or after an Integrated Merger Event, a Subsidiary of the Holding Company of the Target Group which in any such case, is a member of the Bank Group which will, after the acquisition of such shares become a wholly owned direct or indirect Subsidiary of the Borrower or NTL Communications Limited or the Target, as the case may be, provided that if the other shares of such Subsidiary are subject to existing Security, either (i) such newly issued shares shall also be subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) upon their issue or (ii) such shares shall be made subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) within 10 Business Days of their issue;

(f)the acquisition of any shares in NTL South Herts or the acquisition of any interests in the limited partners of South Hertfordshire United Kingdom Fund, Ltd.;

(g)any acquisition made by a member of the Bank Group pursuant to the implementation of an Asset Passthrough or a Funding Passthrough;

(h)any acquisition of assets as referred to in paragraph (a) of the definition of Asset Adjustment Payments;

(i)any acquisition by any member of the Bank Group of any loan receivable, security or other asset by way of capital contribution or in consideration of the issue of any securities or of Subordinated Funding;

(j)any acquisition of shares, assets, revenues or rights arising from an amalgamation, consolidation or merger of a member of the Bank Group with any other person which is permitted by Clause 25.8 (Mergers);

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(k)the acquisition of any leasehold interest in any assets which are the subject of a sale and leaseback permitted by the provisions of paragraph (u) of Clause 25.6 (Disposals);

(l)at any time after 31 December 2004, any direct or indirect acquisition of Content, provided that the ratio of Consolidated Senior Debt to Bank Group Covenant Profit for the Quarter Date falling immediately prior to the date on which the relevant acquisition occurs calculated on  an annualised basis for the Semi-Annual Period ending on such Quarter Date as shown in a Compliance Certificate delivered pursuant to paragraph (a) of Clause 22.5 (Compliance Certificates) is not more than the ratio specified opposite the financial year set out in the table below during which the relevant Quarter Date falls.

Quarter Date falling in the Financial Year	Consolidated Senior Debt to Bank Group Covenant Profit
2005	2.95:1
2006	2.75:1
2007	2.55:1
2008	2.35:1
2009 and thereafter	2.15:1

(m)acquisitions not falling within paragraphs (a) to (l) above provided that the aggregate value of acquisitions permitted by this paragraph (m) shall not exceed:

(i)in respect of the financial year of the Bank Group ended 31 December 2004, £79 million; or

(ii)in respect of any subsequent financial year of the Bank Group, 4% of Bank Group Consolidated Revenues for the preceding financial year of the Bank Group, calculated by reference to the annual financial information for the Bank Group delivered in respect of the preceding financial year of the Bank Group pursuant to paragraph (d) of Clause 22.1 (Financial Statements).

25.15High Yield Notes

Save to the extent expressly permitted under the terms of the HYD Intercreditor Agreement, without the consent of an Instructing Group:

(a)with respect to Cableco only:

(i)it will not transfer any of its rights or obligations under the High Yield Notes or agree any amendment to the High Yield Notes (i) relating to the increase in the amount of or the bringing forward of the date of any payment of principal, interest, fees or other amounts payable thereunder or (ii) changing the currencies in which the High Yield Notes are denominated as at the Closing Date (other than in the case where the United Kingdom becomes a Participating Member State); or

(ii)in relation to any High Yield Refinancing permitted under the terms of this Agreement, it will not change any of the original terms under which such High Yield Refinancing was issued, where such terms relate to the conditions of such High Yield Refinancing set out in the definition thereof; or

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(b)with respect to the Borrower, it will not agree any amendment to the guarantee granted by it in respect of obligations of Cableco under the High Yield Notes or any guarantee granted in respect of the High Yield Refinancing and which is granted in accordance with the terms of paragraph (e) of Clause 25.4 (Financial Indebtedness),

in each case, other than amendments of an administrative or technical nature.

25.16No Restrictions on Payments

No Obligor shall (and the Borrower shall procure that no member of the Bank Group shall) enter into any agreement, transaction or other arrangement which restricts or attempts to restrict such Obligor or other member of the Bank Group from making any payments or other distributions in cash to any other member of the Bank Group, if any such restriction affects the ability of the Obligors as a whole to comply with the payment obligations under the Finance Documents or is reasonably likely to result in the incurrence of significant costs , or any significant increase in, any costs and expenses payable by or any taxes owing by the Bank Group as a whole or is reasonably likely to result in a significant increase in any taxes in any material amount owing by the Bank Group as a whole, other than pursuant to or as contemplated by the Finance Documents.

25.17Cableco Covenants

Cableco shall not:

(a)carry on any trade;

(b)create or permit to subsist any Encumbrance over its shares in the Borrower or over its rights, title and interest in any Subordinated Funding owed to it by the Borrower, other than:

(i)pursuant to the Security Documents;

(ii)after an Integrated Merger Event, for the purposes of securing Target Group Financial Indebtedness, any Target Group Refinancing Indebtedness and any Post Merger Target Group Refinancing to the extent not otherwise prohibited by this Agreement;

(iii)as contemplated by the HYD Intercreditor Agreement or the Group Intercreditor Agreement; or

(iv)in respect of the Existing Senior Credit Facilities Agreement;

(c)dispose of any or all of its interests in the shares of the Borrower or any of its rights, title and interest in any Subordinated Funding owed to it by the Borrower, other than pursuant to or as contemplated by the Security Documents or as contemplated by the HYD Intercreditor Agreement or the Group Intercreditor Agreement;

(d)amalgamate, consolidate or merge with any other person unless such amalgamation, merger or consolidation constitutes an Integrated Merger Event or an Unintegrated Merger Event.

25.18Baskets

Following an Integrated Merger Event the baskets set out in paragraph (n) of Clause 25.2 (Negative Pledge), paragraph (p) of Clause 25.3 (Loans and Guarantees) and paragraph (m) of Clause 25.4 (Financial Indebtedness) shall be adjusted so that the baskets after such Integrated Merger Event shall bear the same relation to the baskets prior to the Integrated Merger Event, as the combined Bank Group Covenant Profit for the Semi-Annual Period ending on the most recent Quarter Date of the Bank Group prior to the effective date of the Integrated Merger Event for which quarterly financial

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information is available for the Bank Group and Target Group Covenant Profit for the Semi-Annual Period ending on the most recent Quarter Date prior to the effective date of the Integrated Merger Event for which quarterly financial information is available for the Target Group, bears to the Bank Group Covenant Profit for the Semi-Annual Period ending on the most recent Quarter Date for the Bank Group prior to the effective date of the Integrated Merger Event.

26.ACCEDING GUARANTORS AND ACCEDING HOLDING COMPANY

26.1Acceding Guarantors

(a)The Borrower may, upon not less than 3 Business Days’ prior written notice to the Facility Agent, request that any member of the Bank Group (or, immediately prior to the effective date of the Integrated Merger Event, any member of the Target Group) becomes an Acceding Guarantor under this Agreement, provided that no prior notice shall be required to be given in respect of the accession of any of the Original Guarantors, any member of the Diamond Sub-Group or any member of the Triangle Sub-Group where any such person is required or intends to accede to this Agreement pursuant to Clause 3.1 (Conditions Precedent) or Clause 3.2 (Conditions Subsequent relating to Diamond Sub-Group and Triangle Sub-Group).

(b)The Borrower shall procure that there is delivered, for the purposes of paragraph (a) above, an Accession Notice duly executed by itself and the relevant member of the Bank Group or the Target Group together with the documents set out in Part 2 of Schedule 7 (Accession Documents) and such other documents (including any new Security Documents) as the Facility Agent may reasonably require, in relation to such member of the Bank Group or the Target Group all in form and substance satisfactory to the Facility Agent, acting reasonably.

26.2Acceding Holding Company

If at any time the Ultimate Parent becomes a Subsidiary of a Holding Company, the Ultimate Parent shall ensure that such Holding Company shall, upon becoming the Holding Company of the Ultimate Parent deliver an Accession Notice duly executed by the Borrower and the Holding Company together with the documents set out in Part 2 of Schedule 7 (Accession Documents).

26.3Assumption of Rights and Obligations

(a)Upon satisfactory delivery of a duly executed Accession Notice to the Facility Agent, together with the other documents required to be delivered under paragraph (b) of Clause 26.1 (Acceding Guarantors), the relevant member of the Bank Group, the Ultimate Parent, Cableco, the Obligors and the Finance Parties, will assume such obligations towards one another and/or acquire such rights against each other as they would each have assumed or acquired had such member of the Bank Group been an original party to this Agreement as an Original Guarantor, and such member of the Bank Group shall become a party to this Agreement as an Acceding Guarantor.

(b)Upon satisfactory delivery of a duly executed Accession Notice to the Facility Agent, together with the other documents required to be delivered under Clause 26.2 (Acceding Holding Company), the relevant Holding Company, Cableco, the Obligors and the Finance Parties, will assume such obligations towards one another and/or acquire such rights against each other as they would each have assumed or acquired had such Holding Company been an original party to this Agreement as the Ultimate Parent, and such Holding Company shall become a party to this Agreement in such capacity.  Simultaneously with such Holding Company becoming a party to this Agreement as aforesaid, the Facility Agent shall release the Ultimate Parent for the time being from its obligations as an Ultimate Parent under this Agreement and such Ultimate Parent shall cease to be a party to this Agreement in such capacity.

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27.EVENTS OF DEFAULT

27.1Events of Default Relating to the Broadcast Business

Each of Clauses 27.2 (Non-Payment) to Clause 27.16 (Material Proceedings) describes the circumstances which constitute an Event of Default for the purposes of this Agreement.  Notwithstanding any other provision to the contrary contained in this Agreement, the Events of Default set out in this Clause 27 (Events of Default) shall not apply to or in relation to any member of the Bank Group, insofar as the subject matter of such Event of Default relates to the Broadcast Business or, prior to Separation, any member of the Broadcast Group other than Clause 27.2 (Non Payment) and Clause 27.7 (Insolvency).

27.2Non-Payment

Cableco or any Obligor fails to pay any sum due from it under any Finance Document at the time, in the currency and in the manner specified in such Finance Document within (a) 1 Business Day of the due date, in the case of payments of principal where failure to pay was due solely to technical or administrative error in the transmission of funds, (b) 3 Business Days of the due date, in the case of payments of interest, or (c) 5 Business Days of the due date, in respect of payments of any other amounts.

27.3Covenants

(a)The Ultimate Parent, Cableco or an Obligor fails duly to perform or comply with any obligation expressed to be assumed by it in Clause 24.2 (Application of Advances), Clause 25.2 (Negative Pledge), Clause 25.3 (Loans and Guarantees), Clause 25.4 (Financial Indebtedness), Clause 25.5 (Dividends, Distributions and Share Capital), Clause 25.8 (Mergers), Clause 25.9 (Joint Ventures), Clause 25.12 (Ownership) or Clause 25.14 (Acquisitions and Investments).

(b)Cableco or any Obligor fails duly to perform or comply with any obligation expressed to be assumed by it in Clause 22 (Financial Information) or sub-paragraph (b)(i) of Clause 24.13 (Further Assurance), paragraphs (a) and (b) of Clause 24.10 (Hedging), and such failure, if capable of remedy is not so remedied within 10 Business Days of the earlier of Cableco or such Obligor becoming aware of such failure to perform or comply and the Facility Agent having given notice of such failure to the Borrower.

(c)There is any breach of Clause 23.2 (Ratios) or Clause 23.3 (Permitted Capital Expenditure).

(d)There is any breach of Clause 25.6 (Disposals), provided that where the failure to comply with any obligation under Clause 25.6 (Disposals) relates to the obligation to deliver a certificate within a specified time period, no Event of Default shall be deemed to have occurred unless the Borrower shall have failed to deliver the required certificate within such time period and upon request by the Facility Agent for a description of the transactions relating to such certificate which was not delivered, the Borrower fails to provide such details within 10 Business Days after such request.

27.4Other Obligations

The Ultimate Parent, Cableco or an Obligor fails duly to perform or comply with any of the obligations expressed to be assumed by it in any of the Finance Documents (other than any of those referred to in Clauses 27.2 (Non-Payment) and 27.3 (Covenants)) and such failure, if capable of remedy, is not so remedied within 30 days of the earlier of the Ultimate Parent, Cableco or such Obligor becoming aware of such failure to perform or comply and the Facility Agent having given notice of such failure to the Borrower.

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27.5Misrepresentation

Any representation or statement made or repeated by the Ultimate Parent, Cableco or an Obligor in any Finance Document or in any notice or other document or certificate delivered by it pursuant to a Finance Document is or proves to have been incorrect or misleading in any material respect when made or repeated where the circumstances giving rise to such inaccuracy, if capable of remedy or change are not remedied or do not change within 30 days of the earlier of the Ultimate Parent, Cableco or the relevant Obligor becoming aware of such circumstances and the Facility Agent having notified the Borrower of such misrepresentation having occurred.

27.6Cross Default

(a)Any Financial Indebtedness of any member of the Group is not paid when due and payable, after taking into account any applicable grace period;

(b)any Financial Indebtedness of any member of the Group is declared (or is capable of being declared) to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described), after taking into account any applicable grace period; or

(c)any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described),

provided that no Event of Default will occur under this Clause 27.6:

(i)if the aggregate amount of Financial Indebtedness and/or commitment for Financial Indebtedness falling within paragraphs (a) to (c) above is less than £35 million (or its equivalent in other currencies);

(ii)if the circumstance which would otherwise have caused an Event of Default under this Clause 27.6 is being contested in good faith by appropriate action;

(iii)if the relevant Financial Indebtedness is cash-collateralised and such cash is available for application in satisfaction of such Financial Indebtedness;

(iv)if such Financial Indebtedness is owed by one member of the Group to (A) another member of the Group, or (B) a member of the Broadcast Group; or

(v)if such Event of Default arises solely by reason of the failure of any member of the Group to  obtain the consent of the lenders under the Existing Senior Credit Facilities Agreement to (i) the execution of the Finance Documents, (ii) the exercise of any of its rights or the performance of any of its obligations under the Finance Documents, (iii) the application of the proceeds of the High Yield Notes in a manner contrary to the Existing Senior Credit Facilities Agreement or (iv) any other matter contemplated by the Finance Documents.

27.7Insolvency

(a)The Ultimate Parent, Cableco or any Obligor that is a Material Subsidiary is unable to pay its debts as they fall due, ceases or suspends generally the payment of its debts or announces an intention to do so, or makes a general assignment for the benefit of or a composition with its creditors generally or a general moratorium is declared in respect of the Indebtedness of the Ultimate Parent, Cableco or such Obligor.

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(b)At any time, one or more Obligors whose contributions to Bank Group Covenant Profit in aggregate represent 5% or more of the Bank Group Covenant Profit are unable to pay their debts as they fall due, cease or suspend generally the payment of their debts or announce an intention to do so, or make a general assignment for the benefit of or a composition with their creditors generally or a general moratorium is declared in respect of their Indebtedness.

27.8Winding-up

After the date of this Agreement, the Ultimate Parent, Cableco or any Obligor that is a Material Subsidiary takes any corporate action or formal legal proceedings are started and served for its winding-up, dissolution, administration or re-organisation or for the appointment of a liquidator, receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of any or all of its revenues and assets other than where any such legal proceedings in respect of the Ultimate Parent, Cableco or Material Subsidiary (a) do not relate to the appointment of an administrator and (b) are stayed or discharged within 30 days from their commencement.

27.9Execution or Distress

Any execution, distress or diligence is levied against, or an encumbrancer takes possession of, the whole or any part of, the property, undertaking or assets of Cableco or any Obligor which is a Material Subsidiary having an aggregate value of more than £1 million (or its equivalent in other currencies) and the same is not discharged within 30 days.

27.10Similar Events

Any event occurs which, under the laws of any jurisdiction, has a similar or analogous effect to any of those events mentioned in Clause 27.7 (Insolvency), 27.8 (Winding-up) or Clause 27.9 (Execution or Distress).

27.11Repudiation

The Ultimate Parent, Cableco or any Obligor repudiates any of the Finance Documents to which it is party.

27.12Illegality

Save as provided in the Reservations, at any time it is or becomes unlawful for the Ultimate Parent, Cableco or any Obligor to perform or comply with any or all of its obligations under any of the Finance Documents to which it is party or any of the obligations of the Ultimate Parent, Cableco or any Obligor under any of the Finance Documents to which it is party are not or cease to be legal, valid and binding except as contemplated by the Reservations and, if capable of remedy, is not remedied within 10 Business Days of the earlier of the Ultimate Parent, Cableco or such Obligor becoming aware of the relevant illegality and the Facility Agent having given notice of the same to the Borrower.

27.13Intercreditor Default

Any member of the Group which is party to the Group Intercreditor Agreement or the HYD Intercreditor Agreement fails to comply with its obligations under it and such failure, if capable of remedy, is not remedied within 30 days of the earlier of such member of the Group becoming aware of the relevant failure to comply and the Facility Agent having given notice of the same to the Borrower.

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27.14Revocation of Necessary Authorisations

Any Necessary Authorisation is revoked and where such revocation is reasonably likely to have a Material Adverse Effect, is not replaced within 10 Business Days.

27.15Material Adverse Effect

Any event or circumstance occurs which would have a Material Adverse Effect.

27.16Material Proceedings

Any litigation, arbitration or administrative proceeding of or before any court, arbitral body, or agency is commenced against any member of the Group, which is reasonably likely to be adversely determined and which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

27.17Acceleration

Upon the occurrence of an Event of Default and while the same is continuing at any time thereafter, the Facility Agent may (and, if so instructed by an Instructing Group, shall) by written notice to the Borrower:

(a)declare all or any part of the Outstandings to be immediately due and payable (whereupon the same shall become so payable together with accrued interest thereon and any other sums then owed by any Obligor under the Finance Documents) or declare all or any part of the Outstandings to be due and payable on demand of the Facility Agent; and/or

(b)require the Borrower to procure that the Outstanding L/C Amount under each Documentary Credit is and all Ancillary Facility Outstandings are promptly reduced to zero and/or provide cash collateral therefor by deposit in such interest bearing account as the Facility Agent may specify for each Documentary Credit/Ancillary Facility in an amount specified by the Facility Agent and in the currency of such Documentary Credit/Ancillary Facility (whereupon the Borrower shall do so) but no greater than the amount outstanding under such Documentary Credit/Ancillary Facility; and/or

(c)declare that any unutilised portion of the Facilities shall be cancelled, whereupon the same shall be cancelled and the corresponding Commitments of each Lender shall be reduced to zero; and/or

(d)exercise or direct the Security Trustee to exercise any rights and remedies (including any right to demand cash collateral by deposit in such interest-bearing account as the Facility Agent may specify) to which the Facility Agent, the Security Trustee or the Lenders may be entitled.

27.18Repayment on Demand

If, pursuant to paragraph (a) of Clause 27.17 (Acceleration), the Facility Agent declares all or any part of the Outstandings to be due and payable on demand of the Facility Agent, then, and at any time thereafter, the Facility Agent may (and, if so instructed by an Instructing Group, shall) by written notice to the Borrower:

(a)require repayment of all or the relevant part of the Outstandings on such date as it may specify in such notice (whereupon the same shall become due and payable on such date together with accrued interest thereon and any other sums then owed by Cableco or any Obligor under the Finance Documents) or withdraw its declaration with effect from such date as it may specify in such notice; and/or

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(b)select as the duration of any Interest Period or Term which begins whilst such declaration remains in effect a period of 6 months or less.

28.SEPARATION OF THE BROADCAST BUSINESS

28.1Transactions Prior to Separation

Notwithstanding the provisions of Clause 25.2 (Negative Pledge), Clause 25.3 (Loans and Guarantees) and Clause 25.5 (Dividends, Distributions and Share Capital):

(a)any member of the Bank Group shall be permitted to create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets relating to the Broadcast Business;

(b)any member of the Broadcast Group shall be permitted to grant any loan or credit or give any guarantee or indemnity in respect of Financial Indebtedness to any other member of the Broadcast Group or any member of the Core Group;

(c)any member of the Broadcast Group shall be permitted to declare, make or pay any dividend (or interest on any unpaid dividend), charge, fee or other distribution (whether in cash or in kind) on or in respect of any of its shares or redeem any preference shares to any member of the Core Group.

28.2Separation of the Broadcast Business

(a)For the avoidance of doubt, NatTrans and each other member of the Broadcast Group as may be necessary for the purposes of satisfying the 95% Security Test as at the Closing Date shall, subject to satisfaction of the conditions set out in Clause 3.1 (Conditions Precedent) and delivery of the relevant documentation required under Part 1 of Schedule 4 (Conditions Precedent to First Utilisation) be an Original Guarantor with effect from the Closing Date.

(b)At any time after the Closing Date, the Borrower may upon not less than 30 days prior written notice to the Facility Agent, elect to separate the Broadcast Business from the Bank Group by implementing the Principal Separation.  Such notice shall indicate the proposed effective date of the Principal Separation (the “Broadcast Separation Date”).

(c)The Principal Separation shall be carried out substantially on and subject to the terms contemplated by and implemented by one or more of the methods specified in the Separation Memorandum or otherwise on such terms and/or using such other methods as are not prejudicial to the remaining interests of the Bank Group (as reasonably determined by the Facility Agent or as may be agreed by the Facility Agent (acting on the instructions of an Instructing Group)).

(d)No later than 10 Business Days after the Broadcast Separation Date, there shall have been delivered to the Facility Agent, a certificate of the Ultimate Parent, signed by two officers of the Ultimate Parent (given without personal liability) certifying that the allocation of assets and liabilities to the Broadcast Business as at the Broadcast Separation Date is reasonably consistent with the principles used to determine revenues of the “ntl:broadcast” segment as reported in the audited consolidated financial statements of the Group most recently delivered to the Facility Agent pursuant to Clause 22.1 (Financial Statements) prior to the Broadcast Separation Date.

(e)No later than 10 Business Days after the Broadcast Separation Date, there shall have been delivered to the Facility Agent, a certificate of the Borrower in substantially the terms of this

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paragraph (e), signed by two directors of the Borrower (given without personal liability) certifying that:

(i)Principal Separation has been implemented in the manner specified in paragraph (c) of this Clause 28.2 and took effect on or about the Broadcast Separation Date;

(ii)since the date of this Agreement until the Broadcast Separation Date, no acquisitions or disposals of any shares, revenues or assets have been made between the Core Group and the Broadcast Group, other than any disposals by way of the surrendering of tax losses to the Broadcast Group, the capitalisation of any Indebtedness owed by a member of the Broadcast Group to a member of the Core Group, as contemplated by the Separation Memorandum or as permitted under this Agreement;

(iii)as at the Broadcast Separation Date:

(A)other than in respect of trade credit arising in the ordinary course of business, in relation to the supply or receipt of Intra-Group Services, arising in connection with Separation or arising by way of Subordinated Funding, all intercompany loans and receivables owing by any member of the Core Group to any member of the Broadcast Group have been repaid and settled in full;

(B)other than in respect of trade credit arising in the ordinary course of business, in relation to the supply or receipt of Intra-Group Services, arising in connection with Separation or as otherwise specifically permitted by this Agreement, all intercompany loans and receivables owing by any member of the Broadcast Group to any member of the Core Group have been repaid and settled in full, permanently released or extinguished;

(C)other than any guarantees and indemnities, rent deposit deeds, other property related guarantees, performance guarantees and any other operational guarantees, in each case, not relating to borrowed monies and existing as at the date of this Agreement, or arising in connection with Separation, all guarantees and indemnities given by a member of the Core Group in respect of the obligations of any member of the Broadcast Group have been extinguished or released; and

(D)any amounts paid by way of dividend or distribution by any member of the Core Group in respect of shares to any member of the Broadcast Group since the date of this Agreement have been repaid in full; and

(E)all Encumbrances over the assets of any member of the Core Group (other than Designated Broadcast Assets or which are permitted to remain outstanding under the terms of this Agreement) which secure the Financial Indebtedness owed to any third party by any member of the Broadcast Group (other than in respect of Encumbrances which are to be released pursuant to Clause 28.3 (Release of Guarantees and Security)) have been irrevocably discharged and released; and

(iv)between the date of this Agreement and the Broadcast Separation Date, all Capital Expenditure required by the Broadcast Business has been met solely from cash or other assets generated by or attributable to the Broadcast Business,

or, to the extent applicable, certifying that acquisitions or disposals of the type described in sub-paragraph (ii) above and/or any loans or other credit of the type described in sub-paragraph (iii)(A), (B) and (C) above and/or any dividends, distributions or other payments of

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the type described in sub-paragraph (iii)(D) above, to the extent not permitted as set out in such paragraphs and to the extent not paid, repaid, or distributed back to the Core Group were initially met from cash or assets generated or attributable to the Broadcast Business.

28.3Release of Guarantees and Security

Upon receipt of the certificates delivered under paragraphs (d) and (e) of Clause 28.2 (Separation of the Broadcast Business), the Facility Agent shall promptly notify the Security Trustee who shall, as soon as reasonably practicable thereafter, and each of the Finance Parties hereby authorises the Security Trustee to, at the expense of the Borrower, execute such documents as may be required to:

(a)release any of the Broadcast Assets from any Security granted pursuant to a Security Document (including any Security Document granted by a member of the Core Group) and/or certify that any floating charge constituted by any Security Document over any Broadcast Assets has not crystallised;

(b)release the shares in NatTrans (and if applicable, any Holding Company of NatTrans) and any Indebtedness owed by NatTrans to any member of the Core Group and the shares in any other member of the Broadcast Group, in each case, from any Security granted pursuant to a Security Document; and

(c)release NatTrans (and if applicable, any Holding Company of NatTrans) and any other member of the Broadcast Group which is an Obligor at the relevant time, from any guarantee, indemnity or Security Document to which it is a party and from any of its other obligations under any Finance Document.

28.4Covenant to Procure Release

The Borrower shall (or shall procure that the relevant member of the Core Group shall) in good faith use reasonable endeavours to procure the extinguishment or release of all guarantees or indemnities (other than any guarantees and indemnities given in respect of the Separation and not otherwise prohibited by the terms of this Agreement) granted by any member of the Core Group in respect of the obligations of any member of the Broadcast Group following Principal Separation.

29.DEFAULT INTEREST

29.1Consequences of Non-Payment

If any sum due and payable by Cableco or any Obligor under this Agreement is not paid on the due date therefor in accordance with the provisions of Clause 34 (Payments) or if any sum due and payable by an Obligor pursuant to a judgment of any court in connection with this Agreement is not paid on the date of such judgment, the period beginning on such due date or, as the case may be, the date of such judgment and ending on the Business Day on which the obligation of such Obligor to pay the Unpaid Sum is discharged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period (which shall be a Business Day) and the duration of each of which shall (except as otherwise provided in this Clause 29) be selected by the Facility Agent.

29.2Default Rate

During each such period relating thereto as is mentioned in Clause 29.1 (Consequences of Non-Payment) an Unpaid Sum shall bear interest at the rate per annum which is the sum from time to time of 1%, the Applicable Margin (provided that if any Unpaid Sum is not directly referable to a particular Facility the Applicable Margin shall be the B Facility Margin), the Associated Costs Rate at

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such time and EURIBOR or LIBOR, as the case may be, on the Quotation Date therefor, provided that:

(a)if, for any such period, EURIBOR or LIBOR, as the case may be, cannot be determined, the rate of interest applicable to each Lender’s portion of such Unpaid Sum shall be the rate per annum which is the sum of 1%, the Applicable Margin, (as aforesaid), and the Associated Costs Rate at such time and the rate per annum that shall be notified to the Facility Agent by such Lender as soon as practicable after the beginning of such period as being that which expresses as a percentage rate per annum the cost to such Lender of funding from whatever sources it may reasonably select its portion of such Unpaid Sum during such period; and

(b)if such Unpaid Sum is all or part of an Advance which became due and payable on a day other than the last day of an Interest Period or Term relating thereto, the first Interest Period applicable to it shall be of a duration equal to the unexpired portion of that Interest Period or Term and the rate of interest applicable thereto from time to time during such Interest Period shall be that which exceeds by 1% the rate which would have been applicable to it had it not so fallen due.

29.3Maturity of Default Interest

Any interest which shall have accrued under Clause 29.2 (Default Rate) in respect of an Unpaid Sum shall be due and payable and shall be paid by the Obligor owing such sum at the end of the period by reference to which it is calculated or on such other dates as the Facility Agent may specify by written notice to such Obligor.

29.4Construction of Unpaid Sum

Any Unpaid Sum shall (for the purposes of this Clause 29 (Default Interest), Clause 18 (Increased Costs), Clause 32 (Borrowers’ Indemnities) and Schedule 6 (Associated Costs Rate)) be treated as an advance and accordingly in those provisions the term “Advance” includes any Unpaid Sum and the term “Interest Period” and “Term”, in relation to an Unpaid Sum, includes each such period relating thereto as is mentioned in Clause 29.1 (Consequences of Non-Payment).

30.GUARANTEE AND INDEMNITY

30.1Guarantee

With effect from the Closing Date or if later, the date on which it accedes to this Agreement in such capacity, each Guarantor irrevocably and unconditionally guarantees, jointly and severally, to each of the Finance Parties the due and punctual payment by the Borrower of all sums payable by it under each of the Finance Documents and agrees that promptly on demand it will pay to the Facility Agent each and every sum of money which the Borrower is at any time liable to pay to any Finance Party under or pursuant to any Finance Document and which has become due and payable but has not been paid at the time such demand is made and provided that before any such demand is made on a Restricted Guarantor, demand for payment of the relevant sum shall first have been made on the Borrower.

30.2Indemnity

With effect from the Closing Date, or if later, the date upon which it accedes to this Agreement in such capacity, each Guarantor (other than a Restricted Guarantor) irrevocably and unconditionally agrees, jointly and severally, as primary obligor and not only as surety, to indemnify and hold harmless each Finance Party on demand by the Facility Agent from and against any loss incurred by such Finance Party as a result of any of the obligations of the Borrower under or pursuant to any Finance Document being or becoming void, voidable, unenforceable or ineffective as against the

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Borrower for any reason whatsoever (whether or not known to that Finance Party or any other person) the amount of such loss being the amount which the Finance Party suffering it would otherwise have been entitled to recover from the Borrower.

30.3Continuing and Independent Obligations

The obligations of each Guarantor under this Agreement shall constitute and be continuing obligations which shall not be released or discharged by any intermediate payment or settlement of all or any of the obligations of the Borrower under the Finance Documents, shall continue in full force and effect until the unconditional and irrevocable payment and discharge in full of all amounts owing by the Borrower under each of the Finance Documents and are in addition to and independent of, and shall not prejudice or merge with, any other security (or right of set-off) which any Finance Party may at any time hold in respect of such obligations or any of them.

30.4Avoidance of Payments

Where any release, discharge or other arrangement in respect of any obligation of the Borrower, or any Security held by any Finance Party therefor, is given or made in reliance on any payment or other disposition which is avoided or must be repaid (whether in whole or in part) in an insolvency, liquidation or otherwise and whether or not any Finance Party has conceded or compromised any claim that any such payment or other disposition will or should be avoided or repaid (in whole or in part), the provisions of this Clause 30 shall continue as if such release, discharge or other arrangement had not been given or made.

30.5Immediate Recourse

None of the Finance Parties shall be obliged, before exercising or enforcing any of the rights conferred upon them in respect of the Guarantors by this Agreement or by Law, to seek to recover amounts due from the Borrower or to exercise or enforce any other rights or Security any of them may have or hold in respect of any of the obligations of the Borrower under any of the Finance Documents save that no demand for any payment may be made on any Restricted Guarantor unless such demand has first been made on the Borrower.

30.6Waiver of Defences

Neither the obligations of the Guarantors contained in this Agreement nor the rights, powers and remedies conferred on the Finance Parties in respect of the Guarantors by this Agreement or by Law shall be discharged, impaired or otherwise affected by:

(a)the winding-up, dissolution, administration or re-organisation of the Borrower or any other person or any change in the status, function, control or ownership of the Borrower or any such person;

(b)any of the obligations of the Borrower or any other person under any Finance Document or any Security held by any Finance Party therefor being or becoming illegal, invalid, unenforceable or ineffective in any respect;

(c)any time or other indulgence being granted to or agreed (i) to or with the Borrower or any other person in respect of its obligations or (ii) in respect of any security granted under any Finance Documents;

(d)unless otherwise agreed, any amendment to, or any variation, waiver or release of, any obligation of, or any Security granted by, the Borrower or any other person under any Finance Document;

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(e)any total or partial failure to take, or perfect, any Security proposed to be taken in respect of the obligations of the Borrower or any other person under the Finance Documents;

(f)any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any security held by any Finance Party in respect of the Borrower’s obligations under any Finance Document; or

(g)any other act, event or omission which might operate to discharge, impair or otherwise affect any of the obligations of any of the Guarantors under this Agreement or any of the rights, powers or remedies conferred upon the Finance Parties or any of them by this Agreement or by Law.

30.7No Competition

Until all amounts which may become payable by the Borrower under or in connection with the Finance Documents have been paid in full, any rights which any Guarantor may at any time have by way of contribution or indemnity in relation to any of the obligations of the Borrower under any of the Finance Documents or to claim or prove as a creditor of the Borrower or any other person or its estate in competition with the Finance Parties or any of them, shall be exercised by such Guarantor only if and to the extent that the Facility Agent so requires and in such manner and upon such terms as the Facility Agent may specify and each Guarantor shall hold any moneys, rights or security held or received by it as a result of the exercise of any such rights on trust for the Facility Agent for application in or towards payment of any sums at any time owed by the Borrower under any of the Finance Documents as if such moneys, rights or security were held or received by the Facility Agent under this Agreement.

30.8Appropriation

To the extent any Finance Party receives any sum in respect of the obligations of any of the Obligors under any of the Finance Documents which is insufficient to discharge all sums which are then due and payable in respect of such obligations, such Finance Party shall not be obliged to apply any such sum in or towards payment of amounts owing under any of the Finance Documents, and any such sum may, in the relevant Finance Party’s discretion, be credited to a suspense or impersonal account and held in such account pending the application from time to time (as the relevant Finance Party may think fit) of such sums in or towards the discharge of such liabilities owed to it under the Finance Documents as such Finance Party may select provided that such Finance Party shall promptly make such application upon receiving sums sufficient to discharge all sums then due and payable to it under the Finance Documents.

30.9Limitation of Liabilities of United States Guarantors

Each Guarantor organised or established in the United States of America (a “US Guarantor”) and each of the Finance Parties (by its acceptance of the benefits of the guarantee under this Clause 30) hereby confirms its intention that this guarantee should not constitute a fraudulent transfer or conveyance for the purposes of any bankruptcy, insolvency or similar law, the United States Uniform Fraudulent Conveyance Act or any similar Federal, state or foreign law.  To effectuate the foregoing intention, each US Guarantor and each of the Finance Parties (by its acceptance of the benefits of the guarantee under this Clause 30) hereby irrevocably agrees that its obligations under this Clause 30 shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such US Guarantor that are relevant under such laws, and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such US Guarantor and the other Guarantors, result in the obligations of such US Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance.

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31.AGENTS

31.1Appointment of the Facility Agent

Each of the other Finance Parties appoints the Facility Agent to act as its agent under and in connection with the Finance Documents and authorises the Facility Agent to exercise the rights, powers, authorities and discretions specifically delegated to it under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

31.2Appointment of the Administrative Agent

Each of the Lenders under the B Facility appoints the Administrative Agent to act as its agent under and in connection with the Finance Documents.

31.3Duties of the Facility Agent

(a)The Facility Agent shall promptly inform each Lender of the contents of any notice or document received by it in its capacity as Facility Agent from Cableco or any of the Obligors under the Finance Documents.

(b)The Facility Agent shall promptly notify the Lenders of the occurrence of any Event of Default or any default by an Obligor in the due performance of or compliance with its obligations under any Finance Document upon becoming aware of the same.

(c)If so instructed by an Instructing Group, the Facility Agent shall refrain from exercising any power or discretion vested in it as agent under any Finance Document.

(d)The duties of the Facility Agent under the Finance Documents are, save to the extent otherwise expressly provided, solely mechanical and administrative in nature.

31.4Role of the Mandated Lead Arrangers and Administrative Agent

Except as specifically provided in the Finance Documents, neither the Mandated Lead Arrangers nor the Administrative Agent shall have any obligations of any kind to any other party under or in connection with any Finance Document.

31.5No Fiduciary Duties

(a)Nothing in the Finance Documents constitutes the Agents or any of the Mandated Lead Arrangers as a trustee or fiduciary of any other person.

(b)Neither the Agents nor any of the Mandated Lead Arrangers shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

31.6Business with the Group

Any of the Agents and the Mandated Lead Arrangers may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

31.7Discretion of the Agents

(a)The Agents may rely on:

(i)any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

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(ii)any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b)The Agents may assume, unless it has received notice to the contrary in its capacity as agent for the Lenders, that:

(i)no Default has occurred;

(ii)any right, power, authority or discretion vested in this Agreement upon any party, the Lenders or an Instructing Group has not been exercised; and

(iii)any notice or request made by the Obligors’ Agent is made on behalf of and with the consent and knowledge of Cableco and all the Obligors.

(c)The Agents may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d)The Agents may act in relation to the Finance Documents through its personnel and agents.

(e)The Facility Agent may execute on behalf of any L/C Bank any Documentary Credit issued under this Agreement.

31.8Instructing Group’s Instructions

(a)Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) act in accordance with any instructions given to it by an Instructing Group (or, if so instructed by an Instructing Group, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) shall not be liable to any Finance Party for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of an Instructing Group.

(b)Unless a contrary indication appears in a Finance Document, any instructions given by an Instructing Group will be binding on all the Finance Parties.

(c)The Facility Agent may refrain from acting in accordance with the instructions of an Instructing Group (or, if appropriate, the Lenders) until it has received such security or collateral as it may require for any cost, loss or liability which it may incur in complying with such instructions.

(d)In the absence of instructions from an Instructing Group (or, if appropriate, the Lenders), the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

(e)None of the Agents shall be authorised to act on behalf of a Lender in any legal or arbitration proceedings relating to any Finance Document without first obtaining the Lender’s consent to do so.

31.9No Responsibility

None of the Agents or the Mandated Lead Arrangers shall be:

(a)responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by any Finance Party or an Obligor or any other person in or in

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connection with any Finance Document, including the Information Memorandum, the Agreed Business Plan and any Budget; or

(b)responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document.

31.10Exclusion of Liability

(a)Without limiting paragraph (b) of this Clause, the Agents will not be liable to any Finance Party for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b)Each of the Lenders agrees that it will not take any proceedings, or assert or seek to assert any claim, against any officer, employee or agent of either of the Agents in respect of any claim it might have against any such Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and agrees that any officer, employee or agent of such Agent may enforce this provision.

(c)The Facility Agent will not be liable for any failure to notify any person of any matter referred to in Clause 14.8 (Notification) or any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by it if it has taken all reasonable steps to comply with Clause 14.8 (Notification) and taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by it for that purpose.

31.11Lender’s Indemnity

Each Lender shall (in its relevant Proportion (as determined at all times for these purposes in accordance with paragraph (c) of the definition of “Proportion”) indemnify the Agents from time to time on demand by any of the Agents against any cost, loss or liability incurred by such Agent (otherwise than by reason of its gross negligence or wilful misconduct) in acting as an Agent under the Finance Documents (unless it has been reimbursed therefor by an Obligor pursuant to the terms of the Finance Documents).

31.12Resignation

(a)The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor Agent by giving notice to the Lenders and the Borrower.

(b)The Facility Agent may resign without having designated a successor as agent under paragraph (a) above (and shall do so if so required by an Instructing Group) by giving notice to the Lenders and the Borrower, in which case an Instructing Group may appoint a successor Facility Agent (acting through an office in the United Kingdom) approved by the Borrower, acting reasonably.  If an Instructing Group has not appointed a successor Facility Agent in accordance with this paragraph (b) within 30 days after notice of resignation was given, the Facility Agent may appoint a successor Facility Agent (acting through an office in the United Kingdom) approved by the Borrower, acting reasonably.

(c)The retiring Facility Agent shall, at the Borrower’s cost, make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents.

(d)The resignation notice of the Facility Agent shall only take effect upon the appointment of a successor Facility Agent.

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(e)Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 31.  The Facility Agent’s successor and each of the other parties to this Agreement shall have the same rights and obligations amongst themselves as they would have had if such successor Facility Agent had been an original party as Facility Agent.

(f)Unless otherwise agreed between the Administrative Agent and the Borrower, the Administrative Agent shall automatically resign (and no successor shall need to be appointed) on the day upon which it ceases to be a party to this Agreement in the capacity as a Lender.

31.13Confidentiality

(a)The Facility Agent (in acting as agent for the Finance Parties) and the Administrative Agent (in acting as agent for the Lenders under the B Facility) shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)If information is received by another division or department of the Facility Agent or Administrative Agent, as the case may be, it may be treated as confidential to that division or department and the Facility Agent or Administrative Agent, as the case may be, shall not be deemed to have notice of it.

(c)Notwithstanding any other provision of any Finance Document to the contrary, the Finance Parties are not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any Law.

(d)Notwithstanding any other provision of any Finance Document, the parties (and each employee, representative or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transaction, provided, however, that no party (and no employee, representative, or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment and tax structure of the transaction (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent that such disclosure could reasonably result in a violation of any applicable securities law.

31.14Facility Office

Each of the Agents may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than 5 Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

31.15Lenders’ Associated Costs Details

To the extent applicable, each Lender shall supply the Facility Agent with any information required by the Facility Agent in order to calculate the Associated Costs Rate in accordance with Schedule 6 (Associated Costs Rate).

31.16Credit Appraisal by the Lenders

Without affecting the responsibility of Cableco or any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to each of the Agents and the Mandated Lead Arrangers that it has been, and will continue to be, solely responsible for making its

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own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a)the financial condition, status and nature of each member of the Group;

(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c)whether that Lender has recourse, and the nature and extent of that recourse, against any party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d)the adequacy, accuracy and/or completeness of the Information Memorandum, the Agreed Business Plan and each Budget and any other information provided by the Agents, the Mandated Lead Arrangers or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

31.17Deduction from Amounts Payable by the Agents

If any amount is due and payable by any party to the Facility Agent or the Administrative Agent under any Finance Document the Facility Agent or the Administrative Agent, as the case may be, may, after giving notice to that party, deduct an amount not exceeding that amount from any payment to that party which the Facility Agent or Administrative Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed.  For the purposes of the Finance Documents that party shall be regarded as having received such payment without any such deduction.

31.18Obligors’ Agent

(a)Cableco and each Obligor (other than the Borrower) irrevocably authorises the Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i)the Borrower on its behalf to supply all information concerning itself, its financial condition and otherwise to the relevant persons contemplated under this Agreement and to give all notices and instructions to execute on its behalf any Finance Document and to enter into any agreement in connection with the Finance Documents notwithstanding that the same may affect Cableco or such Obligor, without further reference to or the consent of Cableco or such Obligor; and

(ii)each Finance Party to give any notice, demand or other communication to be given to or served on Cableco or such Obligor pursuant to the Finance Documents to the Borrower on its behalf,

and in each such case Cableco or such Obligor will be bound thereby as though Cableco or such Obligor itself had supplied such information, given such notice and instructions, executed such Finance Document and agreement or received any such notice, demand or other communication.

(b)Every act, omission, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Obligors’ Agent under any Finance Document, or in

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connection with this Agreement (whether or not known to Cableco or any other Obligor, as the case may be, and whether occurring before or after such person became party to this Agreement), shall be binding for all purposes on Cableco and all other Obligors as if Cableco or the other Obligors had expressly made, given or concurred with the same.  In the event of any conflict between any notices or other communications of the Obligors’ Agent and Cableco or any other Obligor, those of the Obligors’ Agent shall prevail.

31.19Co-operation with the Agents

Each Lender and each Obligor will co-operate with each of the Agents to complete any legal requirements imposed on the Agents in connection with the performance of its duties under this Agreement and shall supply any information requested by the Agents in connection with the proper performance of those duties provided that neither Cableco nor any Obligor shall be under any obligation to provide any information the supply of which would be contrary to any confidentiality obligation binding on any member of the Group or the Broadcast Group or prejudice the retention of legal privilege in such information and provided further that neither Cableco nor any Obligor shall (and the Borrower shall procure that no member of the Bank Group shall) be able to deny the Agents any such information by reason of it having entered into a  confidentiality undertaking which would prevent it from disclosing, or be able to claim any legal privilege in respect of, any financial information relating to itself or the Group.

31.20“Know your client” checks

Nothing in this Agreement shall oblige either of the Agents or the Mandated Lead Arrangers to carry out any “know your client” or other applicable anti-money laundering checks in relation to the identity of any person on behalf of any Lender and each Lender confirms to each of the Agents and the Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by any other person.

32.BORROWER’S INDEMNITIES

32.1General Indemnities

With effect from the Closing Date, the Borrower undertakes to indemnify:

(a)each of the Finance Parties against any cost, claim, loss, expense (including legal fees) or liability, which any of them may sustain or incur as a consequence of the occurrence of any Default; and

(b)each Lender against any loss it may suffer or incur as a result of (i) its funding or making arrangements to fund its portion of an Advance or (ii) its issuing or making arrangements to issue a Documentary Credit or (iii) its funding or making arrangements to fund any Ancillary Facility made available by it, in each case requested by the Borrower under this Agreement but not made by reason of the operation of any one or more of the provisions of this Agreement (save as a result of such Lender’s own gross negligence or wilful default).

32.2Break Costs

(a)The Borrower shall, within 3 Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of any Advance or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period or Term for that Advance or Unpaid Sum.

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(b)Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period or Term in which they accrue.

33.CURRENCY OF ACCOUNT

33.1Currency

Sterling is the currency of account and payment for each and every sum at any time due from any Obligor under this Agreement provided that:

(a)each repayment of any Outstandings or Unpaid Sum (or part of it) shall be made in the currency in which those Outstandings or Unpaid Sum are denominated on their due date;

(b)interest shall be payable in the currency in which the sum in respect of which such interest is payable was denominated when that interest accrued;

(c)each payment in respect of costs and expenses shall be made in the currency in which the same were incurred; and

(d)each payment pursuant to Clause 17.2 (Tax Indemnity) or Clause 18.1 (Increased Costs) shall be made in the currency specified by the Finance Party claiming under it, acting reasonably.

33.2Currency Indemnity

If any sum due from Cableco or any Obligor under this Agreement or any order or judgment given or made in relation to this Agreement has to be converted from the currency (the “first currency”) in which the same is payable under this Agreement or under such order or judgment into another currency (the “second currency”) for the purpose of (a) making or filing a claim or proof against Cableco or such Obligor, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any order or judgment given or made in relation to this Agreement, the Borrower agrees, with effect from the Closing Date, to indemnify and hold harmless each of the persons to whom such sum is due from and against any loss suffered or incurred as a result of any discrepancy between (x) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (y) the rate or rates of exchange at which such person may in the ordinary course of business purchase the first currency with the second currency at the time of receipt of the sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof.

34.PAYMENTS

34.1Payment to the Facility Agent

On each date on which this Agreement requires an amount to be paid by Cableco or any Obligor or any of the Lenders under this Agreement, Cableco or such Obligor or, as the case may be, such Lender shall make the same available to the Facility Agent by payment in same day funds (or such other funds as may for the time being be customary for the settlement of transactions in the relevant currency) to such account or bank as the Facility Agent (acting reasonably) may have specified for this purpose and any such payment which is made for the account of another person shall be made in time to enable the Facility Agent to make available such person’s portion of it to such other person in accordance with Clause 34.2 (Same Day Funds).

34.2Same Day Funds

Save as otherwise provided in this Agreement, each payment received by the Facility Agent for the account of another person shall be made available by the Facility Agent to such other person (in the

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case of a Lender, for the account of its Facility Office) for value the same day by transfer to such account of such person with such bank in a Participating Member State or London (or for payments in Dollars or any Optional Currency, in the applicable financial centre) as such person shall have previously notified to the Facility Agent for this purpose.

34.3Clear Payments

Any payment required to be made by Cableco or any Obligor under this Agreement shall be calculated without reference to any set-off or counterclaim and shall be made free and clear of, and without any deduction for or on account of, any set-off or counterclaim.

34.4Partial Payments

If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by Cableco or any Obligor under the Finance Documents, the Facility Agent shall, unless otherwise instructed by an Instructing Group, apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(a)first, in payment in or towards payment pro rata of any unpaid fees, costs and expenses incurred by the Facility Agent and the L/C Bank under the Finance Documents;

(b)secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under any Finance Document;

(c)thirdly, in or towards payment pro rata of any principal due but unpaid under any Finance Document; and

(d)fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents,

and such application shall override any appropriation made by an Obligor.

34.5Indemnity

Where a sum is to be paid under the Finance Documents to the Facility Agent for the account of another person, the Facility Agent shall not be obliged to make the same available to that other person (or to enter into or perform any exchange contract in connection therewith) until it has been able to establish to its satisfaction that it has actually received such sum, but if it does so and it proves to be the case that it had not actually received such sum, then the person to whom such sum (or the proceeds of such exchange contract) was (or were) so made available shall on request refund the same to the Facility Agent together with an amount sufficient to indemnify and hold harmless the Facility Agent from and against any cost or loss it may have suffered or incurred by reason of its having paid out such sum (or the proceeds of such exchange contract) prior to its having received such sum.  This indemnity shall only apply to the Obligors with effect from the Closing Date.

34.6Notification of Payment

Without prejudice to the liability of each party to this Agreement to pay each amount owing by it under this Agreement on the due date therefor, whenever a payment is expected to be made by any of the Finance Parties, the Facility Agent shall give notice prior to the expected date for such payment, notify all such Finance Parties of the amount, currency and timing of such payment.

34.7Business Days

(a)Any payment which is due to be made on a day that is not a Business Day shall be made on

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the immediately succeeding Business Day in the same calendar month (if there is one) or the immediately preceding Business Day (if there is not).

(b)During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement, interest is payable on such amount at the rate payable on the original due date.

35.SET-OFF

35.1Right to Set-off

With effect from the Closing Date, Cableco and each of the Obligors authorises each Lender to apply any credit balance to which Cableco or such Obligor is entitled on any account of Cableco or such Obligor with that Lender in satisfaction of any sum due and payable from Cableco or such Obligor to such Lender under this Agreement but unpaid; for this purpose, each Lender is authorised to purchase with the moneys standing to the credit of any such account such other currencies as may be necessary to effect such application.

35.2No Obligation

No Lender shall be obliged to exercise any right given to it by Clause 35.1 (Right to Set-Off).

36.SHARING AMONG THE FINANCE PARTIES

36.1Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from Cableco or any Obligor other than in accordance with Clause 34 (Payments) and applies that amount to a payment due under the Finance Documents then:

(a)the Recovering Finance Party shall, within 3 Business Days, notify details of the receipt or recovery to the Facility Agent;

(b)the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33.4 (Partial Payments), without taking account of any tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

(c)the Recovering Finance Party shall, within 3 Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 34.4 (Partial Payments).

36.2Redistribution of Payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by Cableco or the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 34.4 (Partial Payments).

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36.3Recovering Finance Party’s Rights

(a)On a distribution by the Facility Agent under Clause 36.2 (Redistribution of Payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

(b)If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, Cableco or the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

36.4Reversal of Redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 36.2 (Redistribution of Payments)shall, upon the request of the Facility Agent, pay to the Facility Agent for account of that Recovering Finance Party an amount equal to its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its share of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b)that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and Cableco or the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.

36.5Exceptions

(a)This Clause 36 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against Cableco or the relevant Obligor.

(b)A Recovering Finance Party is not obliged to share with any other Finance Party under this Clause 36, any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)it notified such other Finance Party of the legal or arbitration proceedings; and

(ii)such other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice of it or did not take separate legal or arbitration proceedings.

37.CALCULATIONS AND ACCOUNTS

37.1Day Count Convention

Interest and commitment commission shall accrue from day to day and shall be calculated on the basis of a year of 365 days (in the case of amounts denominated in Sterling) or 360 days (in the case of amounts denominated in any other currency) (as appropriate or, in any case where market practice differs, in accordance with market practice) and the actual number of days elapsed.

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37.2Reductions

Any repayment of any Advance denominated in an Optional Currency shall reduce the amount of such Advance by the amount of such Optional Currency repaid and shall reduce the Sterling Amount of such Advance proportionately.

37.3Reference Banks

Save as otherwise provided in this Agreement, on any occasion a Reference Bank or Lender fails to supply the Facility Agent with an interest rate quotation required of it under the foregoing provisions of this Agreement, the rate for which such quotation was required shall be determined from those quotations which are supplied to the Facility Agent.

37.4Maintain Accounts

Each Lender shall maintain in accordance with its usual practice accounts evidencing the amounts from time to time lent by and owing to it under this Agreement.

37.5Control Accounts

The Facility Agent shall maintain on its books a control account or accounts in which shall be recorded:

(a)the amount and the Sterling Amount of any Advance or Unpaid Sum and the face amount and the Sterling Amount of any Documentary Credit, and each Lender’s share in it;

(b)the Sterling Amount of the Ancillary Facility Commitment (if any) of each Lender and the amount and Sterling Amount of any Ancillary Facility Outstandings;

(c)the amount of all principal, interest and other sums due or to become due from each of the Obligors to any of the Lenders under the Finance Documents and each Lender’s share in it; and

(d)the amount of any sum received or recovered by the Facility Agent under this Agreement and each Lender’s share in it.

37.6Prima Facie Evidence

In any legal action or proceeding arising out of or in connection with this Agreement, the entries made in the accounts maintained pursuant to Clause 37.4 (Maintain Accounts) and Clause 37.5 (Control Accounts) shall, in the absence of manifest error, be prima facie evidence of the existence and amounts of the specified obligations of the Obligors.

37.7Certificate of Finance Party

A certificate of a Finance Party as to the amount for the time being required to indemnify it against any Tax Liability pursuant to Clause 17.2 (Tax Indemnity) or any Increased Cost pursuant to Clause 18.1 (Increased Costs) shall, in the absence of manifest error, be prima facie evidence of the existence and amounts of the specified obligations of the Borrower.

37.8Certificate of the Facility Agent

A certificate of the Facility Agent as to the amount at any time due from any Borrower under this Agreement (or the amount which, but for any of the obligations of any Borrower under this Agreement being or becoming void, unenforceable or ineffective, at any time, would have been due

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from such Borrower under this Agreement) shall, in the absence of manifest error, be prima facie evidence for the purposes of Clause 30 (Guarantee and Indemnity).

37.9Certificate of L/C Bank

A certificate of an L/C Bank as to the amount paid out or at any time due in respect of a Documentary Credit shall, absent manifest error, be prima facie evidence of the payment of such amounts or (as the case may be) of the amounts outstanding in any legal action or proceedings arising in connection therewith.

38.ASSIGNMENTS AND TRANSFERS

38.1Successors and Assignees

This Agreement shall be binding upon and enure to the benefit of each party to this Agreement and its or any subsequent successors, permitted assignees and Transferees.

38.2Assignment or Transfers by Obligors

None of the rights, benefits and obligations of an Obligor under this Agreement shall be capable of being assigned or transferred and each Obligor undertakes not to seek to assign or transfer any of its rights, benefits and obligations under this Agreement.

38.3Assignments or Transfers by Lenders

(a)Any Lender may, at any time, assign all or any of its rights and benefits under the Finance Documents in accordance with Clause 38.4 (Assignments) or transfer all or any of its rights, benefits and obligations under the Finance Documents in accordance with Clause 38.5 (Transfer Deed) provided that:

(i)the prior consultation of the Borrower shall be required in respect of any assignment or transfer arising prior to the achievement of Successful Syndication;

(ii)the prior consent of the Borrower shall be required in respect of any assignment or transfer at any time to any person that is not a bank or financial institution;

(iii)the prior consent of the Borrower shall be required in respect of any assignment or transfer which becomes effective after the achievement of Successful Syndication (such consent not to be unreasonably withheld or delayed) except where such assignment or transfer is to an Affiliate of the relevant Lender which is a Qualifying Lender; and

(iv)if the proposed Transferee purports to be a UK Non-Bank Lender, it provides the Borrower with the information required under paragraph 9 of the Transfer Deed,

provided that such consent shall be deemed to have been given if not declined, in writing, within 10 Business Days of a request by any Lender  for such consent, receipt of which has been acknowledged by the Borrower.

(b)No Lender shall be entitled to:

(i)effect any assignment or transfer which would result in it or the proposed assignee or transferee holding an aggregate participation of more than zero but less than £5 million (or, in each case, its equivalent in Dollars or euro as at the date of such assignment or transfer) in the Facilities; or

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(ii)in relation to any sub-participation of its rights and obligations under the Facilities, relinquish some or all of its voting rights in respect of the Facilities to any person in respect of any such sub-participation other than voting rights in respect of the matters referred to in paragraphs (b), (c), (d) or (e) of Clause 44.2 (Consent).

(c)If in relation to any event or matter requiring unanimous consent of the Lenders under Clause 44 (Amendments), Lenders representing not less than 85% of the Outstandings consent to such event or matter, the Borrower may within 90 days of the date on which any dissenting Lender refuses to grant its consent thereto, request that such dissenting Lender assigns or transfers all of its rights and obligations under this Agreement to any person selected by the Borrower that has agreed to accept such assignment or transfer, and such dissenting Lender shall effect such assignment or transfer within 10 Business Days of such request.

(d)Notwithstanding any other provision of this Agreement, the consent of the L/C Bank shall be required (such consent not to be unreasonably withheld or delayed) for any assignment or transfer of any Lender’s rights and/or obligations under the Revolving Facility provided that in relation to any assignment or transfer required by the Borrower under paragraph (c), the L/C Bank may not withhold such consent unless, acting reasonably, the reason for so doing relates to the creditworthiness of the proposed assignee or transferee.

38.4Assignments

If any Lender wishes to assign all or any of its rights and benefits under the Finance Documents, unless and until the relevant assignee has agreed with the other Finance Parties that it shall be under the same obligations towards each of them as it would have been under if it had been an original party to the Finance Documents as a Lender, such assignment shall not become effective and the other Finance Parties shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party to this Agreement.

38.5Transfer Deed

(a)If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents, such transfer may be effected by novation through the delivery to the Facility Agent of a duly completed and duly executed Transfer Deed.

(b)The Facility Agent shall only be obliged to execute a Transfer Deed delivered to it pursuant to paragraph (a) above, upon its satisfaction with the results of all “know your client” or other applicable anti-money laundering checks relating to the identity of any person that it is required to carry out in relation to such Transferee.

(c)Upon its execution of the Transfer Deed pursuant to paragraph (b) above on the later of the Transfer Date specified in such Transfer Deed and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Deed falling on or after) the date of execution of such Transfer Deed by the Facility Agent:

(i)to the extent that in such Transfer Deed the Lender party to it seeks to transfer its rights, benefits and obligations under the Finance Documents, the Ultimate Parent, Cableco, each of the Obligors and such Lender shall be released from further obligations towards one another under the Finance Documents to that extent and their respective rights against one another shall be cancelled to that extent (such rights and obligations being referred to in this Clause 38.5 as “discharged rights and obligations”);

(ii)the Ultimate Parent, Cableco, each of the Obligors and the Transferee party to it shall assume obligations towards one another and/or acquire rights against one another

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which differ from the discharged rights and obligations only insofar as the Ultimate Parent, Cableco, such Obligor and such Transferee have assumed and/or acquired the same in place of the Ultimate Parent, Cableco, such Obligor and such Lender;

(iii)the other Finance Parties and the Transferee shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of such transfer; and

(d)such Transferee shall become a party to this Agreement as a Lender.

38.6Transfer Fee

On the date upon which a transfer takes effect pursuant to Clause 38.5 (Transfer Deed) the Transferee in respect of such transfer shall pay to the Facility Agent for its own account a transfer fee of £1,000 provided that this fee shall not be payable by any Lender party to this Agreement on the date of this Agreement in respect of transfers made by such Lender prior to the Syndication Date.

38.7Disclosure of Information

Any Lender may disclose to any of its Affiliates, to any actual or potential assignee or Transferee, to any person who may otherwise enter into contractual relations with such Lender in relation to this Agreement or any person to whom, and to the extent that, information is required to be disclosed by any applicable Law, such information about the Ultimate Parent, Cableco, the Obligors or the Group as a whole as such Lender shall consider appropriate provided that any such Affiliate, actual or potential assignee or Transferee or other person who may otherwise enter into contractual relations in relation to this Agreement shall first have entered into a confidentiality undertaking substantially in the form made available from time to time by the Loan Markets Association (or any successor thereof) addressed to or for the benefit of the Borrower.

38.8No Increased Obligations

If:

(a)a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(b)as a result of circumstances existing at the date of the assignment, transfer or change of Facility Office, Cableco or an Obligor would be obliged to make a payment to the assignee, Transferee or the Lender acting through its new Facility Office under Clause 17.1 (Tax Gross-Up), 17.2 (Tax Indemnity) or Clause 18 (Increased Costs),

then the assignee, Transferee or the Lender acting through its new Facility Office shall only be entitled to receive payment under those Clauses to the same extent as the assignor, transferor or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

38.9Notification

The Facility Agent shall, within 10 Business Days of receiving a Transfer Deed or a notice relating to an assignment pursuant to Clause 38.4 (Assignments), notify the Borrower of any such assignment or transfer.

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39.COSTS AND EXPENSES

39.1Transaction Costs

The Borrower shall, from time to time no later than 10 Business Days after demand from the Facility Agent (unless the relevant cost or expense is being queried by the Borrower in good faith), reimburse the Facility Agent, the Security Trustee and each of the Initial MLAs (as defined in the Commitment Letter) for all reasonable costs and expenses (including reasonable legal fees and disbursements of legal counsel, and all travel and other reasonable out-of-pocket expenses) incurred by them in connection with the negotiation, preparation, execution, printing and distribution and of the Finance Documents and the completion of the transactions therein contemplated and the syndication of the Facilities prior to the Syndication Date (including publicity expenses) up to the levels agreed with the Borrower.

39.2Preservation and Enforcement Costs

The Borrower shall, from time to time on demand of the Facility Agent, reimburse each Finance Party for all third party costs and expenses (including legal fees) incurred in or in connection with the preservation and/or enforcement of any of the rights of such Finance Party under the Finance Documents provided that any such costs and expenses incurred in connection with the preservation of such rights are reasonable.

39.3Stamp Taxes

The Borrower shall pay all stamp, registration, documentary and other taxes (including any penalties, additions, fines, surcharges or interest relating thereto) to which any of the Finance Documents or any judgment given in connection therewith is or at any time may be subject and shall with effect from the Closing Date and from time to time thereafter within 10 Business Days of demand from the Facility Agent, indemnify the Finance Parties against any liabilities, costs, claims and expenses resulting from any failure to pay or any delay in paying those taxes.  The Facility Agent shall be entitled (but not obliged) to pay those taxes (whether or not they are its primary responsibility) and to the extent that it does so claim under this Clause 39.3.

39.4Amendments, Consents and Waivers

If an Obligor requests any amendment, consent or waiver in accordance with Clause 44 (Amendments), the relevant Obligor shall, on demand of the Facility Agent, reimburse the Finance Parties for all third party costs and expenses (including legal fees) incurred by any of the Finance Parties in responding to or complying with such request.

39.5Lenders’ Indemnity

If any Obligor fails to perform any of its obligations under this Clause 39, each Lender shall indemnify and hold harmless each of the Agents, the Mandated Lead Arrangers and/or the Security Trustee from and against its Proportion (as determined at all times for these purposes in accordance with paragraph (c) of the definition of “Proportion”) of any loss incurred by any of them as a result of such failure and the relevant Obligor shall forthwith reimburse each Lender for any payment made by it pursuant to this Clause.

39.6Value Added Tax

(a)All amounts expressed to be payable under any Finance Document by any Obligor to a Finance Party shall be exclusive of any VAT.  If VAT is chargeable on any supply made by a Finance Party to any Obligor under any Finance Document (whether that supply is taxable pursuant to the exercise of an option or otherwise), the relevant Finance Party shall provide a

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VAT invoice to the Obligor and that Obligor shall pay to that Finance Party (in addition to and at the same time as paying that consideration) the VAT as further consideration.

(b)No payment or other consideration to be made or furnished to any Obligor pursuant to or in connection with any Finance Document may be increased or added to by reference to (or as a result of any increase in the rate of) any VAT which shall be or may become chargeable in respect of any taxable supply.

(c)Where a Finance Document requires any party to reimburse a Finance Party for any costs or expenses, that party shall also pay any amount of those costs or expenses incurred referable to VAT chargeable thereon.

40.REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of the Finance Parties or any of them, any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.  The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by Law.

41.NOTICES AND DELIVERY OF INFORMATION

41.1Writing

Each communication to be made under this Agreement shall be made in writing and, unless otherwise stated, shall be made by fax, telex or letter.

41.2Giving of Notice

Any communication or document to be made or delivered by one person to another pursuant to this Agreement shall in the case of any person other than a Lender (unless that other person has by 10 Business Days’ written notice to the Agents specified another address) be made or delivered to that other person at the address identified with its signature below or, in the case of a Lender, at the address from time to time designated by it to the Agents for the purpose of this Agreement (or, in the case of a Transferee at the end of the Transfer Deed to which it is a party as Transferee) and shall be deemed to have been made or delivered when despatched (in the case of any communication made by fax) or (in the case of any communication made by letter) when left at the address or (as the case may be) 5 Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address provided that any communication or document to be made or delivered to the Agents shall be effective only when received by the Agents and then only if the same is expressly marked for the attention of the department or officer identified with the relevant Agents’ signature below (or such other department or officer as the relevant Agent shall from time to time specify by not less than 10 Business Days’ prior written notice to the Borrower for this purpose).

41.3Use of Websites/E-mail

(a)An Obligor may (and upon request by either of the Agents, shall) satisfy its obligations under this Agreement to deliver any information in relation to those Lenders (the “Website Lenders”) who have not objected to the delivery of information electronically by posting this information onto an electronic website designated by the Borrower and the Facility Agent (the “Designated Website”) or by e-mailing such information to the Agents, if:

(i)the Agents expressly agree that they will accept communication and delivery of any documents required to be delivered pursuant to this Agreement by this method;

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(ii)in the case of posting to the Designated Website, the Borrower and the Agents are aware of the address of, and any relevant password specifications for, the Designated Website; and

(iii)the information is in a format previously agreed between the Borrower and each of the Agents.

(b)If any Lender (a “Paper Form Lender”) objects to the delivery of information electronically then the Agents shall notify the Borrower accordingly and the Borrower shall supply the information to the Agents (in sufficient copies for each Paper Form Lender) in paper form.

(c)The Facility Agent shall supply each Website Lender with the address of, and any relevant password specifications for, the Designated Website following designation of that website by the Borrower and the Facility Agent.

(d)Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website.  The Borrower shall comply with any such request within 10 Business Days.

(e)Subject to the other provisions of this Clause 41.3, any Obligor may discharge its obligation to supply more than one copy of a document under this Agreement by posting one copy of such document to the Designated Website or e-mailing one copy of such document to the Facility Agent.

(f)For the purposes of paragraph (a) above, the Agents hereby expressly agree that:

(i)they will accept delivery of documents required to be delivered under Clause 22 (Financial Information) by the posting of such documents to the Designated Website or by email delivery to the Agents; and

(ii)they have agreed to the format of the information required to be delivered under Clause 22 (Financial Information).

41.4Electronic Communication

(a)Any communication to be made between the Agents and any Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the relevant Agent and the relevant Lender:

(i)agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii)notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii)notify each other of any change to their address or any other such information supplied by them.

(b)Any electronic communication made between the Agents and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to an Agent only if it is addressed in such a manner as the Facility Agent shall specify for this purpose.

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41.5Certificates of Officers

All certificates of officers of any company hereunder may be given on behalf of the relevant company and in no event shall personal liability attach to such an officer.

42.ENGLISH LANGUAGE

Each communication and document made or delivered by one party to another pursuant to this Agreement shall be in the English language or accompanied by a translation of it into English certified (by an officer of the person making or delivering the same) as being a true and accurate translation of it.

43.PARTIAL INVALIDITY

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the Law of any jurisdiction, such illegality, invalidity or unenforceability shall not affect:

(a)the legality, validity or enforceability of the remaining provisions of this Agreement; or

(b)the legality, validity or enforceability of such provision under the Law of any other jurisdiction.

44.AMENDMENTS

44.1Amendments

Except as provided in Clauses 44.2 (Consent), 44.3 (Technical Amendments), 44.4 (Guarantees and Security) and 44.5 (Release of Guarantees and Security), the Facility Agent, if it has the prior written consent of an Instructing Group, and the Obligors affected thereby, may from time to time agree in writing to amend any Finance Document or to consent to or waive, prospectively or retrospectively, any of the requirements of any Finance Document and any amendments, consents or waivers so agreed shall be binding on all the Finance Parties and the Obligors.

44.2Consent

An amendment, consent or waiver relating to the following matters shall not be made without the prior written consent of each Lender affected thereby:

(a)any increase in the Commitment of such Lender;

(b)a reduction in the proportion of any amount received or recovered (whether by way of set-off, combination of accounts or otherwise) in respect of any amount due from Cableco or any Obligor under this Agreement to which any Lender is entitled;

(c)a decrease in any Applicable Margin for, or the principal amount of, any Advance, any Documentary Credit or any interest payment, fees or other amounts due under this Agreement to any Lender from Cableco or any Obligor or any other party to this Agreement;

(d)any change in the currency of account (other than a change resulting from the United Kingdom becoming a Participating Member State);

(e)the deferral of the date for payment of any principal, interest, fee or any other amount due under this Agreement to any Lender from Cableco or any Obligor or any other party to this Agreement;

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(f)the deferral of any Termination Date;

(g)any reduction to the percentage set forth in the definition of Instructing Group; or

(h)a change to any provision which contemplates the need for the consent or approval of all the Lenders.

44.3Technical Amendments

Notwithstanding Clause 44.1 (Amendments), the Facility Agent may determine administrative matters and make technical amendments arising out of manifest errors on the face of any Finance Document, where such amendments would not prejudice or otherwise be adverse to the position of any Lender, without further reference to the Lenders.

44.4Guarantees and Security

A waiver of issuance or the release of any Guarantor from any of its obligations under Clause 30 (Guarantee and Indemnity) or a release of any Security under the Security Documents, in each case, other than in accordance with the terms of any Finance Document shall require the prior written consent of affected Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 90 per cent. of the Available Facilities plus aggregate Outstandings.

44.5Release of Guarantees and Security

(a)Subject to paragraph (b) below, at the time of completion of any disposal by Cableco or any Obligor of any shares, assets or revenues the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request of and cost of the Borrower, execute such documents as may be required to:

(i)release those shares, assets or revenues from Security constituted by any relevant Security Document or certify that any floating charge constituted by any relevant Security Documents over such assets, revenues or rights has not crystallised; and

(ii)release any person which as a result of that disposal, ceases to be Cableco or any Obligor, from any guarantee, indemnity or Security Document to which it is a party and its other obligations under any other Finance Document.

(b)The Security Trustee shall only be required under paragraph (a) above to grant the release of any Security or to deliver a certificate of non-crystallisation on account of a disposal as described in that paragraph described in that paragraph if: -

(i)the disposal is permitted under Clause 25.6 (Disposals) or otherwise with the consent of an Instructing Group;

(ii)(to the extent that any proceeds of that disposal are to be applied in repayment of the Facilities) the Facility Agent has received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) the appropriate amount of those proceeds; and

(iii)(to the extent that the disposal is to be in exchange for replacement assets) the Security Trustee has either received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or more duly executed Security Documents granting Security over those replacement assets or is satisfied, acting reasonably, that the replacement assets will be subject to Security pursuant to any existing Security Documents.

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(c)If at any time, a Compliance Certificate delivered pursuant to Clause 22.5(a) (Compliance Certificates) shows that the Obligors under this Agreement at the relevant time represent a percentage which is greater than that required to satisfy the 95% Security Test and the Borrower is able, at such time, to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that upon the release of one or more specified Obligors from its obligations under this Agreement the 95% Security Test would continue to be satisfied, the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request and cost of the Borrower, execute such documents as may be required to release such specified Obligors from any guarantees, indemnities and Security Documents to which it is a party and to release it from its other obligations under any Finance Document.

44.6Amendments affecting the Facility Agent

Notwithstanding any other provision of this Agreement, the Facility Agent shall not be obliged to agree to any amendment, consent  or waiver if the same would:

(a)amend or waive any provision of Clauses 31 (Facility Agent and Obligors’ Agent), Clause 39 (Costs and Expenses) or this Clause 44; or

(b)otherwise amend or waive any of the Facility Agent’s rights under this Agreement or subject the Facility Agent to any additional obligations under this Agreement.

44.7Amendments to the Pari Passu Intercreditor Agreement

If at any time following receipt of the written notice referred to in Clause 24.20 (Notice of Integrated Merger Event) or at any time thereafter, the Borrower notifies the Security Trustee that the creditors in respect of the Target Group Financing Indebtedness and/or the proposed Target Group Refinancing Indebtedness and/or any proposed Post Merger Target Group Refinancing have requested an amendment to the form of the Pari Passu Intercreditor Agreement set out in Schedule 14 (Pari Passi Intercreditor Agreement) to properly address the intercreditor issues arising between the Finance Parties on the one hand and such creditors on the other hand, each of the Facility Agent and the Lenders hereby authorises the Security Trustee to negotiate on their behalf, such amendments as may be required to the form of the Pari Passu Intercreditor Agreement and any other Finance Documents to give effect to such intercreditor arrangements as the Security Trustee shall agree with such creditors and the Borrower provided that the Security Trustee shall not be authorised by the provisions of this Clause 44.7 to agree any amendments which would, in the reasonable opinion of the Security Trustee, be adverse to the interests of the Finance Parties.  For the avoidance of doubt and notwithstanding the provisions of this Clause 44 (other than as provided in the foregoing sentence), no prior consent of the Agents or any Lender shall be required to effect such amendments.

45.THIRD PARTY RIGHTS

(a)A person which is not a party to this Agreement (a “third party”) shall have no right to enforce any of its provisions except that:

(i)a third party shall have those rights it would have had if the Contracts (Rights of Third Parties) Act 1999 had not come into effect; and

(ii)each of Clause 5.9 (Exclusion of Liability), Clause 17.2 (Tax Indemnity), Clause 18 (Increased Costs) and Clause 31.9(b) (Exclusion of Liability) shall be enforceable by any third party referred to in such clause as if such third party were a party to this Agreement.

(b)The parties to this Agreement may without the consent of any third party vary or rescind this Agreement.

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46.COUNTERPARTS

This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

47.GOVERNING LAW

This Agreement shall be governed by, and construed in accordance with, English Law.

48.JURISDICTION

48.1Courts of England

Each of the parties to this Agreement irrevocably agrees for the benefit of each of the Finance Parties that the courts of England shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement (respectively “Proceedings” and “Disputes”) and, for such purposes, irrevocably submits to the jurisdiction of such courts.

48.2Waiver

Each of the Obligors irrevocably waives any objection which it might now or hereafter have to Proceedings being brought or Disputes settled in the courts of England and agrees not to claim that any such court is an inconvenient or inappropriate forum.

48.3Service of Process

Each of the Obligors which is not incorporated in England agrees that the process by which any Proceedings are begun may be served on it by being delivered in connection with any Proceedings in England, to NTL Investment Holdings Limited at its registered office for the time being.  If the appointment of the person mentioned in this Clause ceases to be effective in respect of any of the Obligors the relevant Obligor shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing such appointment within 15 days, the Facility Agent shall be entitled to appoint such person by notice to the relevant Obligor. Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law.

48.4Proceedings in Other Jurisdictions

Nothing in Clause 48.1 (Courts of England) shall (and shall not be construed so as to) limit the right of the Finance Parties or any of them to take Proceedings against any of the Obligors in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable Law.

48.5General Consent

Each of the Obligors consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings.

48.6Waiver of Immunity

To the extent that any Obligor may in any jurisdiction claim for itself or its assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before judgment or

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otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself, its assets or revenues such immunity (whether or not claimed), such Obligor irrevocably agrees not to claim, and irrevocably waives, such immunity to the full extent permitted by the laws of such jurisdiction.

49.POST EXECUTION RESTRUCTURING

Notwithstanding any other provisions of this Agreement or the other Finance Documents, nothing in the Finance Documents shall prevent any of the following events occurring and accordingly the occurrence of any such event shall not cause a breach of any provision of the Finance Documents nor a utilisation of any of the permitted exceptions from any such provision, shall not cause an Event of Default or an event giving rise to, or the right to, mandatory prepayment under Clause 12 (Mandatory Prepayment and Cancellation) and shall be expressly permitted:

(a)on or before the Closing Date, the transfer by NTL Communications Limited to Cableco of all Financial Indebtedness owing by the Borrower to NTL Communications Limited (including without limitation, any convertible unsecured loan stock) in consideration of the creation of Financial Indebtedness in the same amount and on substantially the same terms by Cableco to NTL Communications Limited;

(b)within 90 days of the Closing Date:-

(i)the transfer by Cableco to the Borrower of all of the shares in Diamond Cable beneficially owned by it in exchange for the issue of one or more shares in the Borrower to Cableco (following the transfer of the shares in Diamond Cable from the Ultimate Parent to Communications Cable Funding Corp. then to NTL (UK) Group, Inc., then to NTL Communications Limited then to Cableco);

(ii)the transfer by Cableco to the Borrower of the intercompany loan receivable issued by Diamond Cable in exchange for an intercompany loan receivable from the Borrower to Cableco of the same amount and on the same terms; and

(iii)the transfer by Cableco to the Borrower of the intercompany loan receivables originally issued by Diamond Cable to the Ultimate Parent by way of capital contribution or in consideration of the issue of an intercompany loan receivable or one or more shares in the Borrower to Cableco;

(c)at any time after the date of this Agreement the transfer by Cableco of the Financial Indebtedness originally owed by NTL Communications (Ireland) Limited to NTL Funding (Oklahoma), Inc. to the Borrower by way of capital contribution or in consideration of the issue of one or more shares in the Borrower to Cableco;

(d)at any time after the date of this Agreement:-

(i)the transfer by NTL Communications Limited to Cableco of Financial Indebtedness owed by NTL UK CableComms Holdings Inc (the “NTL Cablecomms intercompany receivable”) by way of capital contribution or in consideration of the issue of one or more shares in Cableco to NTL Communications Limited;

(ii)following the event referred to in sub-paragraph (i) above, the transfer of the NTL Cablecomms intercompany receivable by Cableco to the Borrower by way of capital contribution or the issue of one or more shares in the Borrower to Cableco;

(e)within 90 days of the Closing Date:-

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(i)the loan by Cableco to the Borrower constituting Parent Intercompany Debt, of such amount of the proceeds from the High Yield Offering as may be required to repay in full the Triangle Notes in exchange for the intercompany loan receivable issued by the Borrower to Cableco (the economic terms of which shall substantially match those of the High Yield Notes or shall be on such other terms as Cableco may determine);

(ii)following the event referred to in sub-paragraph (i) above, the loan by the Borrower to NTL Group Limited of some or all of the proceeds it receives as described in sub-paragraph (i) above in exchange for an intercompany loan receivable issued by NTL Group Limited to the Borrower (the economic terms of which shall substantially match those of the High Yield Notes or be on such other terms as the Borrower may determine);

(iii)following the event referred in sub-paragraph (ii) above, the loan by NTL Group Limited to NTL (Triangle) LLC of the proceeds it receives as described in sub-paragraph (ii) above in exchange for an intercompany loan receivable issued by NTL (Triangle) LLC to NTL Group Limited (the economic terms of which shall substantially match those of the High Yield Notes or be on such other terms as NTL Group Limited may determine);

(iv)following the event referred to in sub-paragraph (iii) above, the repayment by NTL (Triangle) LLC of the Triangle Notes; provided that if all or any part of such proceeds are invested in a Cash Equivalent Investment by a member of the Bank Group such Cash Equivalent Investment may be disposed of to NTL (Triangle) LLC.

(f)on or before the Closing Date:-

(i)the loan by Cableco to the Borrower of such amount of the proceeds from the High Yield Offering as may be required, in conjunction with the proceeds from these Facilities and any cash on hand, to repay in full the Financial Indebtedness under the Existing Senior Credit Facilities Agreement in exchange for an intercompany receivable issued by the Borrower to Cableco (the economic terms of which shall substantially match those of the High Yield Notes or shall be on such other terms as Cableco may determine);

(ii)following the event referred to in sub-paragraph (i) above, the repayment by the Borrower of the Financial Indebtedness under the Existing Senior Credit Facilities Agreement;

(g)at any time after the date of this Agreement, the transfer by Cableco to the Borrower by way of capital contribution or in consideration for the issue of one or more shares in the Borrower of all of the shares and shareholder loans then owned by Cableco in Virgin.net Limited and/or NTL Digital Limited and/or NTL Internet Services Limited and/or Front Row Television Limited to the Borrower;

(h)at any time after the date of this Agreement:

(i)the transfer by NTL Communications Limited of all or part of its intercompany loan receivable with respect to the £101,870,026 note issued by NTL Glasgow to CableTel West Riding Limited by way of capital contribution or in consideration for the issue of one or more shares in CableTel West Riding to NTL Communications Limited;

(ii)following the event referred to in sub-paragraph (i) above, the transfer by NTL Communications Limited of some or all of any remaining part of its intercompany

165

loan receivable with respect to the £101,870,026 note issued by NTL Glasgow to NTL Glasgow Holdings Limited by way of capital contribution or in consideration for the issue of one or more shares in NTL Glasgow Holdings Limited to NTL Communications Limited;

(iii)following the event referred to in sub-paragraph (ii) above, the transfer by CableTel West Riding Limited of the intercompany loan receivable referred to in sub-paragraph (i) above to NTL Glasgow in consideration for the issue of one or more shares of common or preferred stock in NTL Glasgow to CableTel West Riding Limited; and

(iv)following the event referred to in sub-paragraph (ii) above, the transfer by NTL Glasgow Holdings Limited of the intercompany loan receivable referred to in sub-paragraph (ii) above to NTL Glasgow by way of capital contribution or in consideration of the issue of one or more shares of common or preferred stock in NTL Glasgow to NTL Glasgow Holdings Limited;

(i)at any time after the date of this Agreement:

(i)the transfer by NTL Communications Limited of all or part of its inter-company loan receivable with respect to the £44,340,200 note issued by NTL Kirklees to CableTel West Riding Limited by way of capital contribution or in consideration for the issue of one or more shares in CableTel West Riding Limited to NTL Communications Limited;

(ii)following the event referred to in sub-paragraph (i) above, the transfer by NTL Communications Limited of some or all of any remaining part of the intercompany loan receivable referred to in sub-paragraph (i) above to NTL Kirklees Holdings Limited by way of capital contribution or in consideration for the issue of one or more shares in NTL Kirklees Holdings Limited to NTL Communications Limited;

(iii)following the event referred to in sub-paragraph (ii) above, the transfer by CableTel West Riding Limited of the intercompany loan receivable referred to in sub-paragraph (i) above to NTL Kirklees in consideration for the issue of one or more shares of common or preferred stock in NTL Kirklees to CableTel West Riding Limited; and

(iv)following the event referred to in sub-paragraph (ii) above, the transfer by NTL Kirklees Holdings Limited of the intercompany loan receivable referred to in sub-paragraph (ii) above to NTL Kirklees by way of capital contribution or in consideration of the issue of one or more shares of common or preferred stock in NTL Kirklees to NTL Kirklees Holdings Limited;

(j)at any time after the date of this Agreement, converting National Telecommunications Limited into an unlimited liability company.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

PART 1 - LENDERS AND COMMITMENTS

Lender	Revolving Facility ommitment	A Facility Commitment	B Facility Commitment
	(£)	(£)	(£)
Credit Suisse First Boston	28,037,383.41	142,990,655.40	144,357,477.19
Deutsche Bank AG London	28,037,383.41	142,990,655.40	144,357,477.19
Goldman Sachs Credit Partners L.P.	28,037,383.41	142,990,655.40	144,357,477.19
Morgan Stanley Dean Witter Bank Limited	28,037,383.41	142,990,655.40	144,357,477.19
Morgan Stanley Senior Funding, Inc.	—	—	—
GE Capital Structured Finance Group Limited	25,700,934.58	131,074,766.46	60,140,186.96
BNP Paribas	18,691,588.63	95,327,101.99	43,738,317.38
Citibank N.A., London	18,691,588.63	95,327,101.99	43,738,317.38
Credit Lyonnais	18,691,588.63	95,327,101.99	43,738,317.38
Fortis Bank S.A./N.V.	18,691,588.63	95,327,101.99	43,738,317.38
HSBC Bank plc	18,691,588.63	95,327,101.99	43,738,317.38
Societe Generale	18,691,588.63	95,327,101.99	43,738,317.38
Total Commitments	250,000,000.00	1,275,000,000.00	900,000,000.00

PART 2 - UK NON-BANK LENDERS

Lender	Paragraph (a) or (b) of definition of UK Non Bank Lender
GE Capital Structured Finance Group Limited	Paragraph	(a)

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SCHEDULE 2

PART 1 - THE ORIGINAL GUARANTORS

ANDOVER CABLEVISION LIMITED

BERKHAMSTED PROPERTIES & BUILDING CONTRACTORS LIMITED

BRACKNELL CABLE TV LIMITED

CABLE TELEVISION LIMITED

CABLE THAMES VALLEY LIMITED

CABLETEL (UK) LIMITED

CABLETEL CARDIFF LIMITED

CABLETEL CENTRAL HERTFORDSHIRE LIMITED

CABLETEL HERTFORDSHIRE LIMITED

CABLETEL HERTS AND BEDS LIMITED

CABLETEL INVESTMENTS LIMITED

CABLETEL LIMITED

CABLETEL NEWPORT

CABLETEL NORTH BEDFORDSHIRE LIMITED

CABLETEL NORTHERN IRELAND LIMITED

CABLETEL SCOTLAND LIMITED

CABLETEL SURREY AND HAMPSHIRE LIMITED

CABLETEL TELECOM SUPPLIES LIMITED

CABLETEL WEST GLAMORGAN LIMITED

CABLETEL WEST RIDING LIMITED

COLUMBIA MANAGEMENT LIMITED

COMTEL CABLE SERVICES LIMITED

COMTEL COVENTRY LIMITED

DIGITAL TELEVISION NETWORK LIMITED

DTELS LIMITED

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ENABLIS LIMITED

HEARTLAND CABLEVISION (UK) LIMITED

HEARTLAND CABLEVISION II (UK) LIMITED

HERTS CABLE LIMITED

LANBASE EUROPEAN HOLDINGS LIMITED

LANBASE LIMITED

LICHFIELD CABLE COMMUNICATIONS LIMITED

MAZA LIMITED

METRO HERTFORDSHIRE LIMITED

METRO SOUTH WALES LIMITED

NATIONAL TRANSCOMMUNICATIONS LIMITED

NORTHAMPTON CABLE TELEVISION LIMITED

NTL (AYLESBURY AND CHILTERN) LIMITED

NTL (B) LIMITED

NTL (BROADLAND) LIMITED

NTL (CHICHESTER) LIMITED

NTL (CITY & WESTMINSTER) LIMITED

NTL (COUNTY DURHAM) LIMITED

NTL (CRUK) LIMITED

NTL (CWC HOLDINGS)

NTL (CWC) CORPORATION LIMITED

NTL (CWC) LIMITED

NTL (CWC) MANAGEMENT LIMITED

NTL (CWC) NO. 2 LIMITED

NTL (CWC) NO. 3 LIMITED

NTL (CWC) NO. 4 LIMITED

NTL (CWC) PROGRAMMING LIMITED

NTL (CWC) UK

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NTL (EALING) LIMITED

NTL (EASTBOURNE AND HASTINGS) LIMITED

NTL (FENLAND) LIMITED

NTL (GREENWICH AND LEWISHAM) LIMITED

NTL (HAMPSHIRE) LIMITED

NTL (HARROGATE) LIMITED

NTL (HARROW) LIMITED

NTL (KENT) LIMITED

NTL (LAMBETH AND SOUTHWARK) LIMITED

NTL (LEEDS) LIMITED

NTL (NORWICH) LIMITED

NTL (PETERBOROUGH) LIMITED

NTL (SOUTH EAST) LIMITED

NTL (SOUTH LONDON) LIMITED

NTL (SOUTHAMPTON AND EASTLEIGH) LIMITED

NTL (SUNDERLAND) LIMITED

NTL (THAMESMEAD) LIMITED

NTL (V) LIMITED

NTL (WANDSWORTH) LIMITED

NTL (WEARSIDE) LIMITED

NTL (WEST LONDON) LIMITED

NTL (YORCAN) LIMITED

NTL (YORK) LIMITED

NTL ACQUISITION COMPANY LIMITED

NTL BOLTON CABLEVISION HOLDING COMPANY

NTL BUSINESS (IRELAND) LIMITED

NTL BUSINESS LIMITED

NTL CABLECOMMS BOLTON

170

NTL CABLECOMMS BROMLEY

NTL CABLECOMMS BURY AND ROCHDALE

NTL CABLECOMMS CHESHIRE

NTL CABLECOMMS DERBY

NTL CABLECOMMS EAST LANCASHIRE

NTL CABLECOMMS GREATER MANCHESTER

NTL CABLECOMMS GROUP LIMITED

NTL CABLECOMMS HOLDINGS NO. 1 LIMITED

NTL CABLECOMMS HOLDINGS NO. 2 LIMITED

NTL CABLECOMMS LANCASHIRE NO. 1

NTL CABLECOMMS LANCASHIRE NO. 2

NTL CABLECOMMS LIMITED

NTL CABLECOMMS MACCLESFIELD

NTL CABLECOMMS MANCHESTER LIMITED

NTL CABLECOMMS OLDHAM AND TAMESIDE

NTL CABLECOMMS SOLENT

NTL CABLECOMMS STAFFORDSHIRE

NTL CABLECOMMS STOCKPORT

NTL CABLECOMMS SURREY

NTL CABLECOMMS SUSSEX

NTL CABLECOMMS WESSEX

NTL CABLECOMMS WEST SURREY LIMITED

NTL CABLECOMMS WIRRAL

NTL CHARTWELL HOLDINGS LIMITED

NTL COMMUNICATIONS SERVICES LIMITED

NTL DERBY CABLEVISION HOLDING COMPANY

NTL EQUIPMENT NO. 1 LIMITED

NTL EQUIPMENT NO. 2 LIMITED

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NTL GLASGOW

NTL GLASGOW HOLDINGS LIMITED

NTL GROUP LIMITED

NTL HOLDINGS (BROADLAND) LIMITED

NTL HOLDINGS (EAST LONDON) LIMITED

NTL HOLDINGS (FENLAND) LIMITED

NTL HOLDINGS (LEEDS) LIMITED

NTL HOLDINGS (NORWICH) LIMITED

NTL HOLDINGS (PETERBOROUGH) LIMITED

NTL INTERNET LIMITED

NTL KIRKLEES

NTL KIRKLEES HOLDINGS LIMITED

NTL LIMITED

NTL MANCHESTER CABLEVISION HOLDING COMPANY

NTL MICROCLOCK SERVICES LIMITED

NTL MILTON KEYNES LIMITED

NTL NETWORKS LIMITED

NTL PARTCHEER COMPANY LIMITED

NTL RECTANGLE LIMITED

NTL SIDEOFFER LIMITED

NTL SOLENT TELEPHONE AND CABLE TV COMPANY LIMITED

NTL SOUTH CENTRAL LIMITED

NTL SOUTH WALES LIMITED

NTL STREETUNIQUE PROJECTS LIMITED

NTL STREETUNIT PROJECTS LIMITED

NTL STREETUSUAL SERVICES LIMITED

NTL STREETVISION SERVICES LIMITED

NTL STREETVITAL SERVICES LIMITED

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NTL STREETWARM SERVICES LIMITED

NTL STREETWIDE SERVICES LIMITED

NTL STRIKEAGENT TRADING LIMITED

NTL STRIKEAMOUNT TRADING LIMITED

NTL STRIKEAPART TRADING LIMITED

NTL SYSTEMS LIMITED

NTL TECHNICAL SUPPORT COMPANY LIMITED

NTL TELECOM SERVICES LIMITED

NTL UK TELEPHONE AND CABLE TV HOLDING COMPANY LIMITED

NTL WESTMINSTER LIMITED

NTL WINSTON HOLDINGS LIMITED

NTL WIRRAL TELEPHONE AND CABLE TV COMPANY

OXFORD CABLE LIMITED

PROSPECTRE LIMITED

SCANNERS (EUROPE) LIMITED

SCANNERS TELEVISION OUTSIDE BROADCASTS LIMITED

SECURE BACKUP SYSTEMS LIMITED

STAFFORD COMMUNICATIONS LIMITED

SWINDON CABLE LIMITED

TAMWORTH CABLE COMMUNICATIONS LIMITED

VISION NETWORKS SERVICES UK LIMITED

WESSEX CABLE LIMITED

X-TANT LIMITED

CHARTWELL INVESTORS LP

NNS UK HOLDINGS 1, LLC.

NNS UK HOLDINGS 2, INC.

NORTH CABLECOMMS LLC

NORTH CABLECOMMS HOLDINGS, INC.

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NORTH CABLECOMMS MANAGEMENT, INC.

NTL BROMLEY COMPANY

NTL CABLECOMMS GROUP, INC.

NTL CHARTWELL HOLDINGS INC.

NTL CHARTWELL HOLDINGS 2, INC.

NTL NORTH CABLECOMMS HOLDINGS, INC.

NTL NORTH CABLECOMMS MANAGEMENT, INC.

NTL PROGRAMMING SUBSIDIARY COMPANY

NTL SOLENT COMPANY

NTL SOUTH CABLECOMMS HOLDINGS, INC.

NTL SOUTH CABLECOMMS MANAGEMENT, INC.

NTL SURREY COMPANY

NTL SUSSEX COMPANY

NTL UK CABLECOMMS HOLDINGS, INC.

NTL WESSEX COMPANY

NTL WINSTON HOLDINGS, INC.

NTL WIRRAL COMPANY

SOUTH CABLECOMMS HOLDINGS, INC.

SOUTH CABLECOMMS L.L.C.

SOUTH CABLECOMMS MANAGEMENT, INC.

WINSTON INVESTORS L.L.C.

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PART 2 - THE RESTRICTED GUARANTORS

CHARTWELL INVESTORS LP

NNS UK HOLDINGS 1 LLC

NNS UK HOLDINGS 2 INC.

NORTH CABLECOMMS HOLDINGS, INC.

NORTH CABLECOMMS LLC

NORTH CABLECOMMS MANAGEMENT, INC.

NTL BOLTON CABLEVISION HOLDING COMPANY

NTL BROMLEY COMPANY

NTL CABLECOMMS BOLTON

NTL CABLECOMMS BROMLEY

NTL CABLECOMMS BURY AND ROCHDALE

NTL CABLECOMMS CHESHIRE

NTL CABLECOMMS DERBY

NTL CABLECOMMS EAST LANCASHIRE

NTL CABLECOMMS GREATER MANCHESTER

NTL CABLECOMMS GROUP LIMITED

NTL CABLECOMMS GROUP, INC.

NTL CABLECOMMS HOLDINGS NO. 1 LIMITED

NTL CABLECOMMS HOLDINGS NO. 2 LIMITED

NTL CABLECOMMS MACCLESFIELD

NTL CABLECOMMS OLDHAM AND TAMESIDE

NTL CABLECOMMS SOLENT

NTL CABLECOMMS STAFFORDSHIRE

NTL CABLECOMMS STOCKPORT

NTL CABLECOMMS SURREY

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NTL CABLECOMMS SUSSEX

NTL CABLECOMMS WESSEX

NTL CABLECOMMS WIRRAL

NTL CHARTWELL HOLDINGS 2, INC.

NTL CHARTWELL HOLDINGS INC.

NTL CHARTWELL HOLDINGS LIMITED

NTL DERBY CABLEVISION HOLDING COMPANY

NTL GLASGOW

NTL GLASGOW HOLDINGS LIMITED

NTL KIRKLEES

NTL KIRKLEES HOLDINGS LIMITED

NTL MANCHESTER CABLEVISION HOLDING COMPANY

NTL NORTH CABLECOMMS HOLDINGS, INC.

NTL NORTH CABLECOMMS MANAGEMENT, INC.

NTL PROGRAMMING SUBSIDIARY COMPANY

NTL SOLENT COMPANY

NTL SOUTH CABLECOMMS HOLDINGS, INC.

NTL SOUTH CABLECOMMS MANAGEMENT, INC.

NTL SURREY COMPANY

NTL SUSSEX COMPANY

NTL UK CABLECOMMS HOLDINGS, INC.

NTL WESSEX COMPANY

NTL WINSTON HOLDINGS LIMITED

NTL WINSTON HOLDINGS, INC.

NTL WIRRAL COMPANY

NTL WIRRAL TELEPHONE AND CABLE TV COMPANY

SOUTH CABLECOMMS HOLDINGS, INC.

SOUTH CABLECOMMS L.L.C.

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SOUTH CABLECOMMS MANAGEMENT, INC.

WINSTON INVESTORS L.L.C.

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SCHEDULE 3

FORM OF DEED OF TRANSFER AND ACCESSION

To:Credit Suisse First Boston as Facility Agent

This Deed is dated [•] and relates to:

(a)the facilities agreement dated [•] (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) whereby certain facilities in a maximum aggregate amount of £2,425,000,000 were made available to NTL Investment Holdings Limited as Borrower under the guarantee of the Guarantors, by a group of banks and other financial institutions on whose behalf Credit Suisse First Boston acts as Facility Agent in connection therewith;

(b)the HYD Intercreditor Agreement;

(c)the Group Intercreditor Agreement[; and]

[(d)the Pari Passu Intercreditor Agreement.](1)

1.Terms defined in the Facilities Agreement shall, subject to any contrary indication, have the same meanings in this Deed.  The terms “Lender”, “Transferee”, “Lender’s Participation” and “Portion Transferred” are defined in the Schedule to this Deed.

2.The Lender:

(a)confirms that the details in the Schedule to this Deed are an accurate summary of the Lender’s Participation in the Facilities Agreement and the Interest Periods or Terms (as the case may be) for existing Advances as at the date of this Deed; and

(b)requests the Transferee to accept and procure the transfer by novation to the Transferee of the Portion Transferred by countersigning and delivering this Deed to the Facility Agent at its address for the service of notices designated to the Facility Agent in accordance with the Facilities Agreement.

3.The Transferee requests the Facility Agent to accept this Deed as being delivered to the Facility Agent pursuant to and for the purposes of Clause 38.5 (Deed of Transfer and Accession) of the Facilities Agreement so as to take effect in accordance with the terms of it on the Transfer Date or on such later date as may be determined in accordance with the terms of it.

4.The Transferee confirms that it has received a copy of the Facilities Agreement 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 Lender 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 Lender to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of any Obligor.

(1)Delete if inapplicable.

178

5.The Transferee undertakes with the Lender and each of the other parties to the Facilities Agreement that it will perform in accordance with their terms all those obligations which by the terms of the Finance Documents will be assumed by it after delivery of this Deed to the Facility Agent and satisfaction of the conditions (if any) subject to which this Deed is expressed to take effect.

6.The Lender makes no representation or warranty and assumes no responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of the Facilities Agreement, any other Finance Document or other document relating to it and assumes no responsibility for the financial condition of any Obligor or for the performance and observance by any Obligor of any of its obligations under the Facilities Agreement, any Finance 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.The Lender gives notice that nothing in this Deed or in the Facilities Agreement (or any Finance Document or other document relating to it) shall oblige the Lender (a) to accept a re-transfer from the Transferee of the whole or any part of its rights, benefits and/or obligations under the Finance Documents transferred pursuant to this Deed or (b) to support any losses directly or indirectly sustained or incurred by the Transferee for any reason whatsoever (including the failure by any Obligor or any other party to the Finance Documents (or any document relating to them) to perform its obligations under any such document) and the Transferee acknowledges the absence of any such obligation as is referred to in (a) and (b) above.

8.[The Transferee is a UK Non-Bank Lender and falls within paragraph [(a)/(b)]* of the definition thereof.].

OR

[The Transferee is a UK Bank Lender.]

OR

[The Transferee is a Treaty Lender.]

9.[Any Transferee which is a UK Non-Bank Lender will provide evidence reasonably satisfactory to the Borrower that it is a UK Non-Bank Lender, assuming, for this purpose, that no direction under section 349C of the Taxes Act will be given by the Inland Revenue in relation to interest payments on any Advance by that Transferee.]

*delete as appropriate.

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ACCESSION TO THE HYD INTERCREDITOR AGREEMENT

The Transferee hereby agrees with each other person who is or becomes party to the HYD Intercreditor Agreement in accordance with the terms thereof that with effect on and from the date hereof, it will be bound by the HYD Intercreditor Agreement as a Senior Creditor as if it had been an original party thereto in such capacity.

ACCESSION TO THE GROUP INTERCREDITOR AGREEMENT

The Transferee hereby agrees with each other person who is or becomes party to the Group Intercreditor Agreement in accordance with the terms thereof that with effect on and from the date hereof, it will be bound by the Group Intercreditor Agreement as a Senior Creditor as if it had been an original party thereto in such capacity.

[ACCESSION TO THE PARI PASSU INTERCREDITOR AGREEMENT

The Transferee hereby agrees with each other person who is or becomes party to the Pari Passu Intercreditor Agreement in accordance with the terms thereof that with effect on and from the date hereof, it will be bound by the Pari Passu Intercreditor Agreement as a Bank Group Lender as if it had been an original party thereto in such capacity.](2)

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

IN WITNESS WHEREOF this Deed has been executed as a deed by the parties hereto and is delivered on the date written above.

(2)           Delete if inapplicable.

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THE SCHEDULE

1.		Lender:
2.		Transferee:
3.		Transfer Date:
4.		Lender’s Participation in Term Facilities	Portion Transferred
	(a)	Lender’s Available A Facility Commitment*	(a)
	(b)	Lender’s Available B Facility Commitment*	(b)
5.		Lender’s Participation in Term Facility Outstandings	Interest Period	Portion Transferred
	(a)	A Facility Advances	(a)	(a)
	(b)	B Facility Advances	(b)	(b)
6.	[(a)]	Lender’s Revolving Facility Commitment	Portion Transferred
	[(b)	Lender’s Ancillary Facility Commitment	Portion Transferred 100%]
7.	[(a)]	Lender’s Participation in Revolving Facility Outstandings	Term	Portion Transferred
	[(b)	Lender’s Participation in Ancillary Facility Outstandings		Portion Transferred 100%]
[8.		Documentary Credits Issued	Term and Expiry Date	Portion Transferred]

*Details of the Lender's Available Commitment should not be completed after the applicable Termination Date.

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The Lender	The Transferee
EXECUTED as a DEED by	EXECUTED as a DEED by
[                                 ] for and on	[                                       ] for and on
behalf of [                            ]	behalf of [                               ]

Administrative Details of Transferee and its Facility Office

Facility Office Address:

Contact Name:

Account for Payments:

Fax:

[Telex:]

Telephone:

Registered address of the office having the beneficial ownership of the Participation (if different from the address for the Facility Office):

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SCHEDULE 4

PART 1 - CONDITIONS PRECEDENT TO FIRST UTILISATION

1.Corporate Documents

In relation to the Ultimate Parent, Cableco and each Original Obligor:

(a)a copy of its up to date constitutional documents, together with a copy of any written resolution requested by the Facility Agent prior to the date of this Agreement relating to  any amendments to such constitutional documents;

(b)a copy of a board resolution or a manager’s or partner’s resolution of such person approving the execution, delivery and performance of the Finance Documents to which it is party and the terms and conditions of such Finance Documents and authorising a person or persons identified by name or office to sign the Finance Documents to which it is party and any documents to be delivered by such person pursuant to it; and

(c)a duly completed certificate of a duly authorised officer of such person in the form attached in Part 2 of Schedule 4 (Form of Certificate of Obligor).

2.Authorisations and Clearances

A copy of each Necessary Authorisation as is, in the reasonable opinion of counsel to the Lenders, necessary to render the Finance Documents to which the Ultimate Parent, Cableco and each Original Obligor is party legal, valid, binding and enforceable to make the Finance Documents to which the Ultimate Parent, Cableco and each Original Obligor is party admissible in evidence in such Original Obligor’s jurisdiction of incorporation and in England and to enable the Ultimate Parent, Cableco and such Original Obligor to perform its obligations thereunder, save in each case, for any registration or recording required for the perfection of the Security Documents and subject to the Reservations (to the extent applicable).

3.Financial Statements and Budget

Copies of:

(a)the Original Financial Statements; and

(b)the Budget for the current financial year.

4.Fees

Original duly executed copies of the Fee Letters and evidence that all fees and expenses (excluding legal fees) due and payable under this Agreement or in connection with this Agreement as at the date of first Utilisation, the quantum of which have been notified to the Borrower in writing no less than two Business Days prior to the Closing Date, have been paid.

5.Finance Documents

Original duly executed copies of:

(a)this Agreement;

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(b)the Group Intercreditor Agreement and the HYD Intercreditor Agreement;

(c)Accession Notices in respect of each of Cableco and the Original Guarantors; and

(d)the Initial Security Documents.

6.Group Structure Chart

A copy of a chart showing the structure of the Bank Group and the Holding Companies of the Borrower evidencing all material ownership interests (including the matters set forth in paragraphs (b) and (c) of Clause 21.18 (Structure)) thereof as at the Closing Date.

7.Process Agent

Written confirmation from the process agent referred to in Clause 48.3 (Service of Process) of the Facility Agreement that it accepts its appointment as process agent.

8.High Yield Offering

(a)Evidence that Cableco has received gross proceeds of the High Yield Notes in an amount not less than the aggregate of £375 million, $525 million and €225 million.

(b)Evidence satisfactory to the Mandated Lead Arrangers that sufficient amounts are available from the proceeds of the High Yield Notes and any cash on hand to ensure that all amounts due and payable upon redemption of the Diamond Notes and Triangle Notes are made, or will be made, available to the relevant issuers thereof.

(c)Evidence that the proceeds of the High Yield Notes  (other than the proceeds to be applied by the Borrower to enable Diamond Holdings to repay the Diamond Notes and to meet its share of the costs of the High Yield Offering) will be invested in the Borrower on or before the Closing Date or otherwise applied in a manner agreed to by the Facility Agent.

9.Existing Encumbrances and Indebtedness

Evidence satisfactory to the Facility Agent that:

(a)unless otherwise agreed with the facility agent in respect of the Existing Senior Credit Facilities Agreement, a notice of prepayment in full has been delivered by the Borrower to such facility agent and that all amounts of principal, interest, fees, commissions and any other amounts due and outstanding under the Existing Senior Credit Facilities Agreement and any other agreements entered into in connection therewith have been or will be repaid in full and all commitments thereunder have been or will be cancelled and reduced to zero, in each case, on the Closing Date;

(b)irrevocable notices will, no later than close of business in New York on the Closing Date, be delivered to the relevant trustees of the Diamond Notes and the Triangle Notes to the effect that the respective issuers thereof intend to redeem in full, all amounts outstanding under the Diamond Notes and Triangle Notes, such notices to cover the prepayment in full of all principal, accrued interest and call premiums (if any); and

(c)all Existing Encumbrances set out in Section 1A of Part 1 of Schedule 10 (Existing Encumbrances) have been, or will promptly upon the Closing Date be, released or discharged.

10.Legal Opinions

An opinion of:

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(a)White & Case, London, legal advisers to the Facility Agent and the Mandated Lead Arrangers on matters of English law;

(b)White & Case, New York legal advisers to the Facility Agent and the Mandated Lead Arrangers on matters of New York law;

(c)Tods Murray, legal advisers to the Facility Agent and the Mandated Lead Arrangers on matters of Scottish law; and

(d)Tughan & Co., legal advisers to the Facility Agent and the Mandated Lead Arrangers on matters of Northern Irish law,

in each case addressed to the Finance Parties and in substantially the form agreed prior to the date of this Agreement.

11.Material Subsidiaries

A list of the Material Subsidiaries.

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PART 2 - FORM OF CERTIFICATE OF OBLIGOR

To:Credit Suisse First Boston (as Facility Agent)

We refer to the facilities agreement dated [•] (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between NTL Incorporated as Ultimate Parent, NTL Investment Holdings Limited as Borrower, Credit Suisse First Boston, Deutsche Bank AG London, Goldman Sachs International, Morgan Stanley Dean Witter Bank Limited and others as Mandated Lead Arrangers, Credit Suisse First Boston as Facility Agent, Credit Suisse First Boston as Security Trustee, GE Capital Structured Finance Group Limited as Administrative Agent and the financial and other institutions named in it as Lenders.  Terms defined in the Facilities Agreement shall have the same meanings in this Certificate.

I, [name], a Director of [name of Obligor] of [address] (the “Company”)

CERTIFY without personal liability, that:

(a)attached to this Certificate marked “A” are true, correct, complete and up-to-date copies of all documents which contain or establish or relate to the constitution of the Company;

(b)attached to this Certificate marked “B” is a true, correct and complete copy of [resolutions duly passed] at [a meeting of the Board of Directors] [a meeting of the managers] [a meeting of the partners] or the equivalent thereof passed a written resolution of the Company duly convened and held on [        ] approving the Finance Documents to which the Company is a party and authorising their execution, signature, delivery and performance and such resolutions have not been amended, modified or revoked and are in full force and effect;

(c)attached to this Certificate and marked “C” is a true, correct and complete copy of all the Necessary Authorisations referred to in paragraph 2 of Part 1 of Schedule 4 (Conditions Precedent to first Utilisation) / paragraph 3 of Part 2 of Schedule 7 (Accession Documents);

(d)[attached to this Certificate marked “D” is a true, complete and correct copy of the acceptance by the agent in England of its appointment as agent of the Company for the purpose of accepting service of process.  I confirm that such agent’s appointment remains in force as at the date of this Certificate;](1)

(e)[attached to this Certificate marked “E” is a true, complete and up to date list of the Material Subsidiaries;](2)

(f)the entry into and performance of the Finance Documents by the Company will not breach any borrowing or other indebtedness limit to which the Company is subject other than any such limit imposed by the Existing Senior Credit Facilities Agreement; and

(g)subject to the Reservations, the execution, delivery and performance of the Accession Notice and the performance by the Company of its obligations under the Finance Documents and any other agreement or document executed pursuant thereto does not breach any agreement

(3)To be given by any Obligor which isn not incorporated or established in England.

(4)To be certified by the Borrower only.

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binding on the Company and all Necessary Authorisations in connection therewith have been obtained and are current.

The following signatures are the true signatures of the persons who have been authorised to sign the relevant Finance Documents on behalf of the Company and to give notices and communications, (including Utilisation Requests), under or in connection with the Finance Documents on behalf of the Company.

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Name	Position	Signature
[•]	[•]	[•]

Signed:
	Director
Date:	[•]

I, [name], a [Director/Secretary] of [name of Obligor] (the “Company”), certify that the persons whose names and signatures are set out above are duly appointed directors of the Company and that the signatures of each of them above are their respective signatures.

Signed:
	[Director/Secretary]
Date:	[•]

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PART 3 - INITIAL SECURITY DOCUMENTS

1.Composite Debenture granted by each of the Obligors incorporated in England and Wales or Scotland or Northern Ireland in favour of the Security Trustee.

2.Share Charge Agreement granted by Cableco in favour of the Security Trustee in respect of all of its shares in the Borrower.

3.Equitable Charge of Receivables granted by Cableco in favour of the Security Trustee in respect of receivables arising under any Financial Indebtedness owed to it by the Borrower.

4.Security Trust Agreement between the Security Trustee and each of the other Finance Parties.

5.Scottish Standard Securities in respect of certain properties located in Scotland granted by each of CabelTel (UK) Limited and National Transcommunications Limited in favour of the Security Trustee.

6.Scottish Share Pledge granted by NTL Group Limited and NTL Glasgow in favour of the Security Trustee in respect of the shares in certain of the members of the Bank Group incorporated in Scotland.

7.Indenture of Mortgage in respect of certain properties located in Northern Ireland granted by each of National Transcommunications Limited and CabelTel Northern Ireland Limited in favour of the Security Trustee.

8.Share Charge Agreement granted by certain of the Obligors incorporated in the United States of America in favour of the Security Trustee in respect of their rights and interests in shares of members of the Bank Group incorporated in England and Wales.

9.US Share Pledge Agreement granted by certain of the Obligors in favour of the Security Trustee as pledgors in respect of their rights and interests in the shares in any of certain of the members of the Bank Group established in the United States of America.

10.US Security Agreement granted by certain of the Obligors creating a continuing security interest in respect of certain of their assets specified therein in favour of the Security Trustee.

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PART 4 - CONDITIONS SUBSEQUENT DOCUMENTS

1.Charge over Bank Account granted by the Borrower creating security over the Blocked Account maintained for the purposes of this Agreement.

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SCHEDULE 5

PART 1 - FORM OF UTILISATION REQUEST (ADVANCES)

From:NTL Investment Holdings Limited

To:Credit Suisse First Boston
as Facility Agent

Date:

Dear Sirs

We refer to the facilities agreement dated [•] (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between NTL Incorporated as Ultimate Parent, NTL Investment Holdings Limited as Borrower, Credit Suisse First Boston, Deutsche Bank AG London, Goldman Sachs International, Morgan Stanley Dean Witter Bank Limited and others as Mandated Lead Arrangers, Credit Suisse First Boston as Facility Agent, Credit Suisse First Boston as Security Trustee, GE Capital Structured Finance Group Limited as Administrative Agent and the financial and other institutions named in it as Lenders.  Terms defined in the Facilities Agreement shall have the same meanings in this Utilisation Request.

We, [•] and [•], being authorised signatories of the Borrower, give you notice that, pursuant to the Facilities Agreement, we wish the Lenders to make an Advance on the following terms:

(a)Facility to be used: [A/B/Revolving Facility]

(b)Sterling Amount: £[•]

(c)Currency: [•]

(d)Interest Period/Term: [•] month[s]

(e)Proposed date of Advance: [•] (or if that day is not a Business Day, the next Business Day)

[We hereby inform you that as of the date of this Utilisation Request, the following Event of Default has occurred and is continuing or would result from the making of this Utilisation [insert details].](5)

[We confirm that, at the date of this Utilisation Request, the Repeating Representations are true in all material respects and no Default is continuing or would result from the Advance to which this Utilisation Request relates.](6)

(5)Applicable for Renewal Requests only.  Insert details of the relevant Event of Default, if any.

(6)Applicable for any Advance other than a Rollover Advance.

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The proceeds of this Utilisation should be credited to [insert account details].

Yours faithfully,

Authorised Signatory	Authorised Signatory
for and on behalf of	for and on behalf of
NTL Investment Holdings Limited	NTL Investment Holdings Limited

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PART 2 - FORM OF UTILISATION REQUEST (DOCUMENTARY CREDITS)

From:NTL Investment Holdings Limited

To:Credit Suisse First Boston

as Facility Agent

and

[•]

as the L/C Bank

Date:

Dear Sirs

We refer to the facilities agreement dated [•] (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between NTL Incorporated as Ultimate Parent, NTL Investment Holdings Limited as Borrower, Credit Suisse First Boston, Deutsche Bank AG London, Goldman Sachs International, Morgan Stanley Dean Witter Bank Limited and others as Mandated Lead Arrangers, Credit Suisse First Boston as Facility Agent, Credit Suisse First Boston as Security Trustee, GE Capital Structured Finance Group Limited as Administrative Agent and the financial and other institutions named in it as Lenders.  Terms defined in the Facilities Agreement shall have the same meanings in this Utilisation Request.

We, [•] and [•], being authorised signatories of the Borrower, give you notice that, pursuant to the Facilities Agreement, we wish [name of L/C Bank] to issue a Documentary Credit on the following terms:

(a)Name of Beneficiary: [•]

(b)Address of Beneficiary: [•]

(c)Purpose of/Liabilities to be assured by the Documentary Credit: [insert details]

(d)Sterling Amount: £[•]

(e)Currency: [•]

(f)Expiry Date: [•] month[s]

(g)Proposed date of issue of Documentary Credit: [•] (or if that day is not a Business Day, the next Business Day)

[We hereby inform you that as of the date of this Renewal Request, the following Event of Default has occurred and is continuing or would result from the issuance of the Documentary Credit requested hereunder [insert details].](7)

(7)Applicable for Renewal Requests only.  Insert details of the relevant Event of Default, if any.

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[We confirm that, at the date of this Utilisation Request, the Repeating Representations are true in all material respects and no Default is continuing or would result from the issuance of the Documentary Credit to which this Utilisation Request relates.](8)

Upon issuance of the Documentary Credit requested hereunder, please send the Documentary Credit to the Beneficiary at the address shown above, with a copy to [insert details of relevant contact at the Borrower].

Yours faithfully

Authorised Signatory	Authorised Signatory
for and on behalf of	for and on behalf of
NTL Investment Holdings Limited	NTL Investment Holdings Limited

(8)Applicable to all Utilisation Requests in respect of a Documentary Credit (other than a Renewal Request).

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SCHEDULE 6

ASSOCIATED COSTS RATE

1.Associated Costs Rate for an Advance or Unpaid Sum denominated in Sterling

The Associated Costs Rate for an Advance denominated in Sterling shall be required to be paid to compensate the Lenders for the cost attributable to such an Advance resulting from the imposition from time to time under or pursuant to the Bank of England Act 1998 (the “BoE Act”) of a requirement to place non-interest-bearing or Special Deposits (whether interest bearing or not) with the Bank of England calculated by reference to liabilities used to fund the Advance.

Such Associated Costs Rate shall be the rate determined by the Facility Agent to be equal to the arithmetic mean (rounded upward, if necessary, to 4 decimal places) of the respective rates notified by each Reference Bank to the Facility Agent as the rate resulting from the application (as appropriate) of the following formulae:

XL + S(L - D)

100 - (X + S)

where on the day of application of a formula:

Xis the percentage of Eligible Liabilities (in excess of any stated minimum) by reference to which that Reference Bank is required under or pursuant to the BoE Act to maintain cash ratio deposits with the Bank of England;

Lis LIBOR applicable to the relevant Advance;

Sis the level of interest bearing Special Deposits, expressed as a percentage of Eligible Liabilities, which that Reference Bank is required to maintain by the Bank of England (or other United Kingdom governmental authorities or agencies); and

Dis the percentage rate per annum payable by the Bank of England to that Reference Bank on Special Deposits.

(X, L, S and D shall be expressed in the formula as numbers and not as percentages, e.g. if X = 0.15% and L = 7%, XL will be calculated as 0.15 x 7 and not as 0.15% x 7%.  A negative result obtained from subtracting D from L shall be counted as zero.)

If any Reference Bank fails to notify any such rate to the Facility Agent, the Associated Costs Rate shall be determined on the basis of the rate(s) notified to the Facility Agent by the remaining Reference Bank(s).

The Associated Costs Rate attributable to an Advance or Unpaid Sum for any period, for the purposes of this paragraph 1, shall be calculated at or about 11.00 a.m. on the first day of that period for the duration of that period.

The determination of the Associated Costs Rate in relation to any period, under this paragraph 1, shall, in the absence of manifest error, be conclusive and binding on the parties to this Agreement.

If there is any change in circumstance (including the imposition of alternative or additional requirements) which in the reasonable opinion of the Facility Agent renders or will render either of the above formulae (or any element of the formulae, or any defined term used in the formulae)

195

inappropriate or inapplicable, the Facility Agent (following consultation with the Borrower and the Lenders) shall be entitled to vary the same by giving notice to the parties.  Any such variation shall, in the absence of manifest error, be conclusive and binding on the parties to this Agreement and shall apply from the date specified in such notice.

2.Associated Costs Rate for an Advance or Unpaid Sum denominated in a currency other than Sterling

2.1The Associated Costs Rate in respect of any Advance denominated in a currency other than Sterling shall be required to be paid if, whether now or in the future, either:

(a)a requirement to pay fees is imposed by the Financial Services Authority under the Fees Regulations; or

(b)a reserve requirement is imposed by the Central European Bank;

which, in either case, is applied to any Lender (and would be applied generally to Lenders or financial institutions of a similar nature to that Lender) as a consequence of its entering into and/or performing its obligations under this Agreement and/or assuming or maintaining a commitment under this Agreement and/or making one or more Advances hereunder. If, as a result, that Lender’s effective return on its overall capital is reduced, the Borrower agrees to reimburse that Lender for such Associated Costs Rate.

2.2In the event that paragraph 2.1 applies, each Lender may submit a certificate setting out a calculation of the Associated Costs Rate claimed by it to the Facility Agent by no later than the date falling ten Business Days after the end of each Relevant Period (the “Certificate Period”). The Facility Agent will notify the Borrower of the amount claimed by each such Lender within five Business Days after the end of the relevant Certification Period and the Borrower shall reimburse that Lender for the amount claimed within three Business Days after the date of such notification.

3.Definitions

For the purposes of this Schedule 6:

“Eligible Liabilities” and “Special Deposits” have the meanings given to those terms under or pursuant to the BoE Act or by the Bank of England (as may be appropriate), on the day of the application of the formula.

“Fees Regulations” means, as appropriate, either:

(a)the Banking Supervision (Fees) Regulations 2000; or

(b)such regulations as may be in force from time to time relating to the payment of fees for Banking supervision after 31 March 2001.

“Relevant Period” is, as appropriate:

(a)the period beginning on the date of this Agreement and ending on the 31 December 2004, or

(b)each subsequent period of six months starting on the previous day of the preceding period and ending on 30 June or, as the case may be, 31 December; and

(c)the period shorter than six months which starts on the 30 June or 31 December in a calendar year and ends on the Final Maturity Date falling within that calendar year.

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SCHEDULE 7

PART 1 - FORM OF ACCESSION NOTICE

THIS ACCESSION NOTICE is entered into on [•] by [NTL Cable PLC] (“Cableco”)] / [insert name of Holding Company] (“Holdco”)] / [[insert name of Subsidiary](the “Subsidiary”)] and NTL Investment Holdings Limited by way of a deed in favour of the Facility Agent, the Mandated Lead Arrangers and the Lenders (each as defined in the Facilities Agreement referred to below).

BACKGROUND

ABy a facilities agreement dated [•] (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between NTL Incorporated as Ultimate Parent, NTL Investment Holdings Limited as Borrower, Credit Suisse First Boston, Deutsche Bank AG London, Goldman Sachs International, Morgan Stanley Dean Witter Bank Limited and others as Mandated Lead Arrangers, Credit Suisse First Boston as Facility Agent, Credit Suisse First Boston as Security Trustee, GE Capital Structured Finance Group Limited as Administrative Agent and the financial and other institutions named in it as Lenders, the Lenders agreed to make certain facilities available to the Borrower.

B[Cableco is required to accede to the Facilities Agreement as an Acceding Guarantor pursuant to Clause 3.1 (Conditions Precedent) and Clause 26.1 (Acceding Guarantors of the Facilities Agreement).]

OR

[The Subsidiary is required to accede to the Facilities Agreement as an Acceding Guarantor pursuant to Clause 3.1 (Conditions Precedent) and Clause 26.1 (Acceding Guarantors of the Facilities Agreement).]

OR

[The Borrower has requested that Holdco becomes a party to this Agreement as the Ultimate Parent pursuant to Clause 26.2 (Acceding Holding Company) of the Facilities Agreement.]

OR

[The Borrower has requested that the Subsidiary become an Acceding Guarantor pursuant to Clause 26.1 (Acceding Guarantors) of the Facilities Agreement.]

NOW THIS DEED WITNESS AS FOLLOWS:

1.Terms defined in the Facilities Agreement have the same meanings in this Accession Notice.

2.[Cableco/The Subsidiary/Holdco] is a company [or specify any other type of entity]duly incorporated, established or organised under the laws of [insert relevant jurisdiction].

3.[Cableco/The Subsidiary/Holdco] confirms that it has received from the Borrower a true and up-to-date copy of the Facilities Agreement and the other Finance Documents.

4.[Cableco/The Subsidiary/Holdco] undertakes, upon its becoming a [party to the Facilities Agreement/Guarantor], to perform all the obligations expressed to be undertaken under the

197

Facilities Agreement, [the Group Intercreditor Agreement], [the HYD Intercreditor Agreement], [the Pari Passu Intercreditor Agreement](9) and the other Finance Documents by  [Cableco][a Guarantor][Holdco] and agrees that it shall be bound by the Facilities Agreement, [the Group Intercreditor Agreement], [the HYD Intercreditor Agreement](10) and the other Finance Documents in all respects as if it had been an original party to them as [Cableco][an Original Guarantor][the Ultimate Parent].

5.The Borrower:

(a)repeats the Repeating Representations identified as being made by it under Clause 21 (Representations and Warranties) upon the date [Cableco / theSubsidiary / Holdco] accedes to the Facilities Agreement; and

(b)confirms that no Default [(other than any Default which will be remedied by the accession of the Acceding Guarantor and each other person acceding as a Guarantor on or about the date of this Accession Notice)] is continuing or will occur as a result of [Cableco/the Subsidiary/Holdco] becoming [an Acceding Guarantor/a party to this Agreement].

6.[Cableco makes, in relation to itself, the representations and warranties expressed to be made by it in Clause 21 (Representations and Warranties) of the Facilities Agreement.]

OR

[The Subsidiary makes, in relation to itself, the representations and warranties expressed to be made by a Guarantor in Clause 21 (Representations and Warranties) of the Facilities Agreement.](11)

OR

[The Subsidiary makes, in relation to itself, the Repeating Representations expressed to be made by a Guarantor in Clause 21 (Representations and Warranties) of the Facilities Agreement](12)

OR

[Holdco makes, in relation to itself, the Repeating Representations expressed to be made by the Ultimate Parent in Clause 21 (Representations and Warranties) of the Facilities Agreement](13)

7.[The Subsidiary hereby represents that it is subject to or is potentially liable to US Federal Income Taxes or its members or shareholders are liable or potentially liable to US Federal

(9)           Delete if inapplicable

(10)         Delete if inapplicable

(11)         Original Guarantors only.

(12)         Acceding Guarantors, after the Closing Date only.

(13)         Holdco only.

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Income Taxes in respect of its net income or profit and upon its accession to the Facilities Agreement as an Acceding Guarantor, it will be a Restricted Guarantor.](14)

8.[[The Subsidiary/Holdco] confirms that it has appointed [NTL Investment Holdings Limited] to be its process agent for the purposes of accepting service of Proceedings on it.](15)

9.[Cableco/The Subsidiary/Holdco]’s administrative details for the purposes of the Facilities Agreement are as follows:

Address:

Contact:

Telephone No:

Fax No:

10.This Accession Notice and the rights, benefits and obligations of the parties under this Accession Notice shall be governed by and construed in accordance with English Law.

This Accession Notice has been executed as a Deed by the Borrower and [Cableco / The Subsidiary / Holdco] and signed by the Facility Agent on the date written at the beginning of this Accession Notice.

[CABLECO
EXECUTED as a DEED by
NTL CABLE PLC
acting by
Director	)
		[insert name of director]
Director/Secretary	)
		[insert name of director/secretary]]
OR
[THE SUBSIDIARY
EXECUTED as a DEED by
[Name of Subsidiary]
acting by
Director	)
		[insert name of director]

(14)         Restricted Guarantors only.

(15)         Non-English entities only

199

Director/Secretary	)
		[insert name of director/secretary]]
OR
[HOLDCO
EXECUTED as a DEED by
[Insert name of Holdco]
acting by
Director	)
		[insert name of director]
Director/Secretary	)
		[insert name of director/secretary]]
THE BORROWER
EXECUTED as a DEED by
NTL INVESTMENT HOLDINGS LIMITED
acting by
Director	)
		[insert name of director]
Director/Secretary	)
		[insert name of director/secretary]
THE FACILITY AGENT
CREDIT SUISSE FIRST BOSTON
By:

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PART 2 - ACCESSION DOCUMENTS

1.Corporate Documents

In relation to the proposed Acceding Guarantor or Acceding Holding Company:

(a)a copy of its up-to-date constitutional documents;

(b)a board resolution or a manager’s resolution or a partner’s resolution of such person approving the execution and delivery of the relevant Accession Notice, its accession to the Facilities Agreement as an Acceding Guarantor or Acceding Holding Company and the performance of its obligations under the Finance Documents and authorising a person or persons identified by name or office to sign such Accession Notice and any other documents to be delivered by it pursuant thereto;

(c)to the extent legally necessary, a copy of a shareholders’ resolution of all the shareholders of such person approving the execution, delivery and performance of the Finance Documents to which it is a party and the terms and conditions to it; and

(d)a duly completed certificate, of a duly authorised officer of such person in the form of Part 2 of Schedule 4 (Form of Certificate of Obligor).

2.Legal Opinions

Such legal opinions as the Facility Agent may reasonably require of such legal advisers as may be acceptable to the Facility Agent, as to:

(a)the due incorporation, capacity and authorisation of the relevant Acceding Guarantor or Acceding Holding Company; and

(b)the relevant obligations to be assumed by the Acceding Guarantor or Acceding Holding Company under the Finance Documents to which it is a party being legal, valid, binding and enforceable against it,

in each case, under the relevant laws of the jurisdiction of organisation or establishment of such Acceding Guarantor or Acceding Holding Company, as the case may be.

3.Necessary Authorisations

A copy of any Necessary Authorisation as is in, the reasonable opinion of counsel to the Lenders necessary to render the Finance Documents to which the Acceding Guarantor or Acceding Holding Company, is or is to be party legal, valid, binding and enforceable to make the Finance Documents to which the Acceding Guarantor or Acceding Holding Company is or is to be party admissible in evidence in such Acceding Guarantor’s or Acceding Holding Company’s jurisdiction of incorporation and (if different) in England and to enable such Acceding Guarantor or Acceding Holding Company to perform its obligations thereunder, as a matter of law save, in the case of any Acceding Guarantor, for any registrations or recordings required for the perfection of the Security Documents and subject to the Reservations (to the extent applicable).

4.Security Documents

In the case of an Acceding Guarantor only, at least 2 original copies of any Security Documents required by the Facility Agent, acting reasonably in accordance with the terms of this Agreement duly

201

executed by the proposed Acceding Guarantor together with all documents required to be delivered pursuant to it provided the Acceding Guarantor shall be under no obligation to procure the granting of Security over any shares, in receivables owed by, or any other interest in any Bank Group Excluding Subsidiary or Project Company.

5.Process Agent

Written confirmation from any process agent referred to in the relevant Accession Notice that it accepts its appointment as process agent.

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SCHEDULE 8

PART 1 - FORM OF QUARTERLY COMPLIANCE CERTIFICATE

To:Credit Suisse First Boston

[Date]

Dear Sirs

Certificate in respect of the [insert details of relevant testing period] ended [insert relevant Quarter Date] (the “Certification Date”)

We refer to the facilities agreement dated [•] (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between NTL Incorporated as Ultimate Parent, NTL Investment Holdings Limited as Borrower, Credit Suisse First Boston, Deutsche Bank AG London, Goldman Sachs International, Morgan Stanley Dean Witter Bank Limited and others as Mandated Lead Arrangers, Credit Suisse First Boston as Facility Agent, Credit Suisse First Boston as Security Trustee, GE Capital Structured Finance Group Limited as Administrative Agent and the financial and other institutions named in it as Lenders.  Terms defined in the Facilities Agreement shall have the same meanings in this Compliance Certificate.

1.This Compliance Certificate is provided in accordance with paragraph (a) of Clause 22.5 (Compliance Certificates) of the Facilities Agreement.

2.We, [•] and [•]( 16), being duly authorised signatories of the Borrower as at the date of this Compliance Certificate, confirm that the financial covenants contained in Clause 23 (Financial Condition) of the Facilities Agreement have been complied with as at the Certification Date.  This confirmation is based on the following (applying the rules for calculation set out in Clause 23 (Financial Condition)):

(a)The ratio of Consolidated Net Borrowings to Bank Group Covenant profit for the period ending on the Certification Date was [•].

(b)The ratio of Bank Group Covenant Profit to Consolidated Total Net Cash Interest Payable for the period ending on the Certification Date was [•].

(c)The ratio of Bank Group Cash Flow to Consolidated Debt Service for the period ending on the Certification Date was [•].

(d)The amount of Capital Expenditure of the Bank Group during the period to which this Compliance Certificate relates was £[•].

3.In addition, we confirm that:

(a)the ratio of Consolidated Total Debt to Bank Group Covenant Profit for the period ending on the Certification Date was [•];

(16)   At least one of whom shall be a Financial Officer

203

(b) the ratio of Consolidated Senior Debt to Bank Group Covenant Profit for the period ending on the Certification Date was [•]; and

[(c)Bank Group Consolidated Revenues for the financial year ended [•] was £[•].](17)

4.The information contained in the Attached Working Paper has been prepared on the basis of the same information and methodology used to prepare the appropriate financial information.

5.[The Obligors party to the Agreement as at the Certification Date represent not less than 95% of the Bank Group Covenant Profit calculated as at the Certification Dateand accordingly the 95% Security Test was satisfied as at that date.]

OR

[The Obligors party to the Agreement as at the Certification Date represent not less than 90% of the Bank Group Covenant Profit calculated as at the Certification Date and the Borrower is unable to procure that additional members of the Bank Group accede to the Agreement as Obligors by reason of one or more legal restrictions preventing such member of the Bank Group from becoming an Obligor.]

6.We further confirm that no Default is continuing as at the Certification Date.

7.This Compliance Certificate is given by the authorised signatories of the Borrower named below and is given without personal liability.

Yours faithfully,

Authorised Signatory	Authorised Signatory
for and on behalf of	for and on behalf of
NTL Investment Holdings Limited	NTL Investment Holdings Limited

(17)   Applicable only for Compliance Certificate to be delivered with annual financial information of the Bank Group.

204

PART 2 - FORM OF COMPLIANCE CERTIFICATE FOLLOWING INTEGRATED
MERGER EVENT

To:Credit Suisse First Boston

[Date]

Dear Sirs

Certificate in respect of an Integrated Merger Event

We refer to the facilities agreement dated [•] (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between NTL Incorporated as Ultimate Parent, NTL Investment Holdings Limited as Borrower, Credit Suisse First Boston, Deutsche Bank AG London, Goldman Sachs International, Morgan Stanley Dean Witter Bank Limited and others as Mandated Lead Arrangers, Credit Suisse First Boston as Facility Agent, Credit Suisse First Boston as Security Trustee, GE Capital Structured Finance Group Limited as Administrative Agent and the financial and other institutions named in it as Lenders.  Terms defined in the Facilities Agreement shall have the same meanings in this Compliance Certificate.

1.This Compliance Certificate is provided in accordance with paragraph (b) of Clause 22.5 (Compliance Certificates) of the Facilities Agreement.

2.We, [•] and [•](18), being authorised signatories of the Borrower confirm that:

(a)           the Integrated Merger Event became effective on [•] (the “Effective Date”);

(b)such members of the Target Group as are necessary to ensure that paragraph (b) of the Merger Event Conditions is satisfied have acceded to the Facilities Agreement as Acceding Guarantors pursuant to Clause 26.1 (Acceding Guarantors) of the Facilities Agreement;

(c)the Integrated Merger Senior Leverage Ratio as at the Effective Date did not exceed 2.95:1;

(d)the Integrated Merger Trailing Debt Coverage Ratio, calculated in accordance with paragraph (d)(i) of the definition of “Merger Event Integration Tests” was not less than [•];

(e)the Integrated Merger Projected Debt Coverage Ratio as at (i) the Quarter Date ending on the first full Financial Quarter after the Effective Date is projected in the combined business plan of the Bank Group and Target Group to be not less than [•] and (ii) as at the end of each subsequent Financial Quarter is projected in the enclosed combined business plan of the Bank Group and Target Group to be not less than each of the ratios set out in paragraph (d)(ii) of the definition of “Merger Event Integration Tests”), in each case, calculated in accordance with paragraph (d)(ii) of the definition of “Merger Event Integration Tests”;

(18)   At least one of whom shall be a Financial Officer

205

(f)[the ratio of projected Consolidated Net Borrowings and Pro Forma Target Group Debt to Bank Group Covenant Profit and Target Group Covenant Profit, calculated in accordance with paragraph (e) of the definition of “Merger Event Integration Tests”, as at the most recent Quarter Date prior to the Effective Date, was not less than [•];]

OR

[pursuant to our written notice to you dated [•], we have designated Target Group Acquisition Indebtedness in an aggregate principal amount of £[•] as Non-Bank Group Serviceable Debt and accordingly, we confirm that the ratio of Consolidated Net Borrowings (calculated on a pro forma basis to include such Target Group Acquisition Indebtedness) and Pro Forma Target Group Debt to Bank Group Covenant Profit and Target Group Covenant Profit, calculated in accordance with paragraph (f) of the definition of “Merger Event Integration Tests”, as at the most recent Quarter Date prior to the Effective Date, was not less than [•];]  [and/or]

AND/OR

[(A) the amount of Target Group Interim Indebtedness plus Target Group Financial Indebtedness included for the purposes of the Merger Event Integration Tests exceeds the amount of Target Group Financial Indebtedness as of the date of the Unintegrated Merger Event; and (B) during the period between the effective date of the Unintegrated Merger Event and the proposed effective date of the Integrated Merger Event, the Target Group entered into or made acquisitions of businesses or investments in joint ventures outside the ordinary course of business (in each case excluding businesses or joint ventures acquired from or entered into with other members of the Group and excluding acquisitions of assets made in exchange for similar assets) or paid any dividends or distributions to any member of the Group other than to another member of the Target Group or to a member of the Bank Group where the consideration paid, the investments contractually committed and the dividends or distributions paid in aggregate exceeded £250 million (or its equivalent in other currencies)] [and]

(g)the ratio of Bank Group Covenant Profit and Target Group Covenant Profit to Consolidated Net Cash Interest Payable and Pro Forma Target Group Net Cash Interest Payable, calculated in accordance with paragraph (g) of the definition of “Merger Event Integration Tests”, as at the most recent Quarter Date prior to the Effective Date, was not less than [•].

[Set out confirmations of each element required to determine each ratio]

3.We attach a copy of the combined business plan of the Bank Group and the Target Group for the period up to the Final Maturity Date in respect of Facility B.

4.This Compliance Certificate is given by the authorised signatories of the Borrower named below and is given without personal liability.

206

Yours faithfully,

Authorised Signatory	Authorised Signatory
for and on behalf of	for and on behalf of
NTL Investment Holdings Limited	NTL Investment Holdings Limited

207

SCHEDULE 9

PART 1 - MEMBERS OF THE BANK GROUP

Name	Jurisdiction of Incorporation	Company number (if applicable)
Andover Cablevision Limited	England	1932254
Berkhamsted Properties & Building Contractors Limited	England	958564
Bracknell Cable TV Limited	England	2499321
Cable Television Limited	England	683065
Cable Thames Valley Limited	England	2254089
CableTel (UK) Limited	England	2835551
CableTel Cardiff Limited	England	2740659
CableTel Central Hertfordshire Limited	England	2347168
CableTel Hertfordshire Limited	England	2381354
CableTel Herts and Beds Limited	England	1785533
CableTel Investments Limited	England	3157216
CableTel Limited	England	2857052
CableTel Newport	England	2478879
CableTel North Bedfordshire Limited	England	2455397
CableTel Northern Ireland Limited	Northern Ireland	NI029131
CableTel Scotland Limited	Scotland	SC119938
CableTel Surrey and Hampshire Limited	England	2740651
CableTel Telecom Supplies Limited	England	2919285
CableTel West Glamorgan Limited	England	623197
CableTel West Riding Limited	England	2372564
Chartwell Investors LP	Delaware
Columbia Management Limited	England	2361163
ComTel Cable Services Limited	England	2265315
ComTel Coventry Limited	England	277802
Digital Television Network Limited	England	3288768
DTELS Limited	England	2834403
Enablis Limited	England	3144815
Heartland Cablevision (UK) Limited	England	2415170
Heartland Cablevision II (UK) Limited	England	2443617

208

Name	Jurisdiction of Incorporation	Company number (if applicable)
Herts Cable Limited	England	2390426
Lanbase European Holdings Limited	England	2529290
Lanbase Limited	England	2617729
Lichfield Cable Communications Limited	England	3016595
Maza Limited	England	2785299
Metro Hertfordshire Limited	England	3092899
Metro South Wales Limited	England	3092897
National Transcommunications Limited	England	2487597
NNS UK Holdings 1 LLC	Delaware
NNS UK Holdings 2 Inc.	Delaware
North CableComms Holdings, Inc.	Delaware
North CableComms LLC	Delaware
North CableComms Management, Inc.	Delaware
Northampton Cable Television Limited	England	2475464
NTL (Aylesbury and Chiltern) Limited	England	2416084
NTL (B) Limited	England	2735732
NTL (Broadland) Limited	England	2443741
NTL (Chichester) Limited	England	3056817
NTL (City & Westminster) Limited	England	2809080
NTL (County Durham) Limited	England	3128449
NTL (CRUK) Limited	England	2329254
NTL (CWC Holdings)	England	3922682
NTL (CWC) Corporation Limited	England	2719477
NTL (CWC) Limited	England	3288998
NTL (CWC) Management Limited	England	2924200
NTL (CWC) No. 2 Limited	England	2441766
NTL (CWC) No. 3 Limited	England	2441768
NTL (CWC) No. 4 Limited	England	2351068
NTL (CWC) Programming Limited	England	3403986
NTL (CWC) UK	England	2463427
NTL (Ealing) Limited	England	1721894
NTL (Eastbourne and Hastings) Limited	England	3074517
NTL (Fenland) Limited	England	2459153
NTL (Greenwich and Lewisham) Limited	England	2254009

209

Name	Jurisdiction of Incorporation	Company number (if applicable)
NTL (Hampshire) Limited	England	2351070
NTL (Harrogate) Limited	England	2404019
NTL (Harrow) Limited	England	2459179
NTL (Kent) Limited	England	2456153
NTL (Lambeth and Southwark) Limited	England	2277986
NTL (Leeds) Limited	England	2400103
NTL (Norwich) Limited	England	2332233
NTL (Peterborough) Limited	England	2332232
NTL (South East) Limited	England	1870928
NTL (South London) Limited	England	0657093
NTL (Southampton and Eastleigh) Limited	England	1866504
NTL (Sunderland) Limited	England	2402393
NTL (Thamesmead) Limited	England	2461140
NTL (V) Limited	England	2719474
NTL (V) Plan Pension Trustees Limited	England	3105006
NTL (Wandsworth) Limited	England	1866178
NTL (Wearside) Limited	England	2475099
NTL (West London) Limited	England	1735664
NTL (Yorcan) Limited	England	2371785
NTL (York) Limited	England	2406267
NTL Acquisition Company Limited	England	2270117
NTL Bolton Cablevision Holding Company	England	2422198
NTL Bromley Company	Delaware
NTL Business (Ireland) Limited	England	3284482
NTL Business Limited	England	3076222
NTL Cablecomms Bolton	England	1883383
NTL Cablecomms Bromley	England	2422195
NTL Cablecomms Bury and Rochdale	England	2446183
NTL Cablecomms Cheshire	England	2379804
NTL Cablecomms Derby	England	2387713
NTL Cablecomms East Lancashire	England	2114543
NTL Cablecomms Greater Manchester	England	2407924
NTL Cablecomms Group Limited	England	3024703
NTL CableComms Group, Inc.	Delaware

210

Name	Jurisdiction of Incorporation	Company number (if applicable)
NTL Cablecomms Holdings No. 1 Limited	England	3709869
NTL Cablecomms Holdings No. 2 Limited	England	3709840
NTL Cablecomms Lancashire No. 1	England	2453249
NTL Cablecomms Lancashire No. 2	England	2453059
NTL Cablecomms Limited	England	2664006
NTL Cablecomms Macclesfield	England	2459067
NTL Cablecomms Manchester Limited	England	2511868
NTL Cablecomms Oldham and Tameside	England	2446185
NTL Cablecomms Solent	England	2422654
NTL Cablecomms Staffordshire	England	2379800
NTL Cablecomms Stockport	England	2443484
NTL Cablecomms Surrey	England	2531586
NTL Cablecomms Sussex	England	2266092
NTL Cablecomms Wessex	England	2410378
NTL Cablecomms West Surrey Limited	England	2512757
NTL Cablecomms Wirral	England	2531604
NTL Chartwell Holdings 2, Inc.	Delaware
NTL Chartwell Holdings Inc.	Delaware
NTL Chartwell Holdings Limited	England	3290823
NTL Communications Services Limited	England	3403985
NTL Derby Cablevision Holding Company	England	2422310
NTL Equipment No. 1 Limited	England	2794518
NTL Equipment No. 2 Limited	England	2071491
NTL Glasgow	Scotland	SC075177
NTL Glasgow Holdings Limited	England	4170072
NTL Group Limited	England	2591237
NTL Holdings (Broadland) Limited	England	2427172
NTL Holdings (East London) Limited	England	2032186
NTL Holdings (Fenland) Limited	England	2427199
NTL Holdings (Leeds) Limited	England	02766909
NTL Holdings (Norwich) Limited	England	2332233
NTL Holdings (Peterborough) Limited	England	2332232
NTL Internet Limited	England	2985161
NTL Investment Holdings Limited	England	3173552

211

Name	Jurisdiction of Incorporation	Company number (if applicable)
NTL Kirklees	England	2495460
NTL Kirklees Holdings Limited	England	4169826
NTL Limited	England	2586701
NTL Manchester Cablevision Holding Company	England	2455631
NTL Microclock Services Limited	England	2861856
NTL Milton Keynes Limited	England	2410808
NTL Networks Limited	England	3045209
NTL North CableComms Holdings, Inc.	Delaware
NTL North CableComms Management, Inc.	Delaware
NTL Partcheer Company Limited	England	2861817
NTL Pension Trustees Limited	England	3771014
NTL Programming Subsidiary Company	Delaware
NTL Rectangle Limited	England	4329656
NTL Sideoffer Limited	England	2927099
NTL Solent Company	Delaware
NTL Solent Telephone and Cable TV Company Limited	England	2511653
NTL South CableComms Holdings, Inc.	Delaware
NTL South CableComms Management, Inc.	Delaware
NTL South Central Limited	England	2387692
NTL South Wales Limited	England	2857050
NTL Streetunique Projects Limited	England	2851203
NTL Streetunit Projects Limited	England	2851201
NTL Streetusual Services Limited	England	2851019
NTL Streetvision Services Limited	England	2851020
NTL Streetvital Services Limited	England	2851021
NTL Streetwarm Services Limited	England	2851011
NTL Streetwide Services Limited	England	2851013
NTL Strikeagent Trading Limited	England	2851014
NTL Strikeamount Trading Limited	England	2851015
NTL Strikeapart Trading Limited	England	2851018
NTL Surrey Company	Delaware
NTL Sussex Company	Delaware
NTL Systems Limited	England	3217975
NTL Technical Support Company Limited	England	2512756

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Name	Jurisdiction of Incorporation	Company number (if applicable)
NTL Telecom Services Limited	England	2937788
NTL Trustees Limited	England	2702219
NTL UK CableComms Holdings, Inc.	Delaware
NTL UK Telephone and Cable TV Holding Company Limited	England	2511877
NTL Wessex Company	Delaware
NTL Westminster Limited	England	1735641
NTL Winston Holdings Limited	England	3290821
NTL Winston Holdings, Inc	Delaware
NTL Wirral Company	Delaware
NTL Wirral Telephone and Cable TV Company	England	2511873
Oxford Cable Limited	England	2450228
Prospectre Limited	Scotland	SC145280
Scanners (Europe) Limited	England	2833712
Scanners Television Outside Broadcasts Limited	England	3391685
Secure Backup Systems Limited	England	3130333
South CableComms Holdings, Inc.	Delaware
South CableComms L.L.C.	Delaware
South CableComms Management, Inc	Delaware
Stafford Communications Limited	England	2381842
Swindon Cable Limited	England	318216
Tamworth Cable Communications Limited	England	3016602
Vision Networks Services UK Limited	England	3135501
Wessex Cable Limited	England	2433185
Winston Investors L.L.C.	Delaware
Workplace Technologies Trustees Company Limited	England	3231420
X-Tant Limited	England	3580901

213

PART 2 - MEMBERS OF THE DIAMOND SUB-GROUP

Name	Jurisdiction of Incorporation	Company number (if applicable)
Diamond Cable Communications Limited	England	2965241
Diamond Holdings Limited	England	3483724
Jewel Holdings Limited	England	3085518
ntl Midlands Limited	England	2357645
Diamond Cable (Vale of Belvoir) Limited	England	3155311
Diamond Cable CPE Limited	England	2459844
Diamond Cable Construction Limited	England	2370018
Diamond Cable (Grantham) Limited	England	2449143
Diamond Cable (Mansfield) Limited	England	2379153
Diamond Cable (Melton Mowbray) Limited	England	2449137
Diamond Cable (Newark—on—Trent) Limited	England	2449141
Diamond Cable (Ravenshead) Limited	England	3020784
Diamond Cable (Bassetlaw) Limited	England	3020785
Diamond Cable (Lincolnshire) Limited	England	3020780
Diamond Visual Communications Limited	England	3020782
Diamond Cable (Chesterfield) Limited	England	3155292
Diamond Cable Acquisitions Limited	England	2417366
Diamond Cable (Grimclee) Limited	England	2476662
Diamond Cable (Lincoln) Limited	England	2476654
East Midlands Cable Communications Limited	England	2457536
East Midlands Cable Group Limited	England	3030063
East Midlands Cable Holdings Limited	England	3022472
Diamond Cable (Hinckley) Limited	England	3016600
LCL Cable (Holdings) Limited	England	3030067
Diamond Cable (Burton-upon-Trent) Limited	England	3010632
Diamond Cable (Leicester) Limited	England	2309938
LCL Telephones Limited	England	2835893

214

PART 3 - MEMBERS OF THE TRIANGLE SUB-GROUP

Name	Jurisdiction of Incorporation	Company number (if applicable)
NTL (Triangle) LLC	Delaware
Cambridge Holding Company Limited	England	2670603
NTL Darlington Limited	England	2533674
ntl Teeside Limited	England	2532188
NTL Communications (Ireland) Limited	Ireland	E1032156
ntl Cambridge Limited	England	2154841
XL Debt Recovery Agency Limited	England	3303903
NTL Communications (Waterford) Limited	Ireland	E1033976
NTL Communications (Galway) Limited	Ireland	E1071375
Cambridge Cable Services Limited	England	3262220
Anglia Cable Communications Limited	England	2433857
NTL Construction Limited	Ireland	E1190772
NTL Dublin Cablesystems Limited	Ireland	E1051062
East Coast Cable Limited	England	2352468
Credit-Track Debt Recovery Limited	England	2425789
Southern East Anglia Cable Limited	England	2905929
CCL Corporate Communications Services Limited	England	2955679

215

PART 4 - MEMBERS OF THE BROADCAST GROUP

Name	Jurisdiction of Incorporation	Company number (if applicable)
National Trancommunications Limited	England	2487597
NTL Telecom Services Limited	England	2937788
Scanners (Europe) Limited	England	2833712
Scanners Television Outside Broadcasts Limited	England	3391685

216

SCHEDULE 10

PART 1 - EXISTING ENCUMBRANCES

1A.Existing Encumbrances required to be discharged on or immediately after first Utilisation:

Terms shown in bold and italics refer to definitions used in the Existing Senior Credit Facilities Agreement.

1.	An Assignment dated 21 February 2001 by NTL (UK) Group, Inc. in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee, assigning NTL (UK) Group, Inc.’s rights in respect of loans made or to be made by it to NTL Communications Limited [NTL UK Intra-Group Loan Assignment].
2.	An Assignment dated 21 February 2001 by NTL Communications Limited in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee, assigning NTL Communications Limited’s rights in respect of loans made or to be made by it to other members of the Bank Group [the Parent Intra-Group Loan Assignment].
3.	A Share Charge Agreement, dated 21 February, 2001, between certain members of the Bank Group as chargors and Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee, creating a first ranking charge over the chargors’ rights and interests in certain shares as specified therein [the Share Charge Agreement].
4.	The Share Pledge, dated 21 February, 2001, between NTL Communications Limited, NTL Group Limited and NTL Glasgow as pledgors and Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee, creating first ranking security over the pledgors’ rights and interests in relation to certain shares and other assets specified therein [the Scottish Share Pledge].
5.	(a)   A first ranking fixed security over certain property situated in Scotland dated 12 April, 2001, granted by CableTel (UK) Limited in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee;
	(b)   A first ranking fixed security over certain property situated in North Lanarkshire, Scotland dated 21 February, 2001, granted by National Transcommunications Limited in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee; and
	(c)   A first ranking fixed security over certain property situated in Edinburgh, Scotland dated 21 February, 2001, granted by National Transcommunications Limited in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee [collectively, the Standard Security Documents].
6.	A first ranking fixed security over certain properties situated in Northern Ireland dated 21 February, 2001, granted by National Transcommunications Limited and CableTel Northern Ireland Limited in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee [the Indenture of Mortgage].
7.	The Security Agreement (governed by New York law) dated 21 February, 2001, between certain members of the Bank Group as debtors and Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee, creating first ranking security over the rights and interests in relation to certain shares as specified therein [the US

217

	Security Agreement].
8.	The Pledge Agreement (governed by New York law) dated 21 February, 2001, between certain members of the Bank Group as pledgors and Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee, creating a first ranking security and interest in relation to certain assets of the debtors as specified therein [the US Pledge Agreement].
9.	(a)   The Debenture dated 21 February 2001 granted by certain Obligors in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee.
	(b)   The Debenture dated 27 September 2001 granted by certain Obligors in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Second Security Trustee [the Second Debenture].
	(c)   The Debenture dated 11 June, 2001 granted by NTL Glasgow Holdings Limited and NTL Kirklees Holdings Limited in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee.
	(d)   The Debenture dated 25 March, 2002 granted by NTL Rectangle Limited in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee.
	(e)   The Debenture dated 23 August, 2002 granted by Herts Cable Limited and Northampton Cable Television Limited in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee.
	[collectively, the Debentures].
10.	The Mortgage, dated 26 June, 2001, between NTL Communication Services Limited and Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee, creating first fixed security in relation to Volvo House, Southampton [the Supplemental Mortgage].
11.	An Assignment and Charge dated 15 January, 2003 executed by NTL Incorporated in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee relating to deposits in a charged account in the name of NTL Incorporated [the New NTL Security Over Cash Agreement].
12.	An Assignment and Charge dated 15 January, 2003 executed by Communications Cable Funding Corp. in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Security Trustee relating to deposits in a charged account in the name of Communications Cable Funding Corp.  [New Holdco Security Over Cash Agreement].
13.	The Second Assignment Agreement dated 27 September, 2001 relating to Inter-Company Loans between NTL (UK) Group, Inc. and Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Second Security Trustee for the Secured Parties [the Second NTL UK Intra-Group Loan Assignment].
14.	The Second Assignment Agreement dated 27 September, 2001 relating to Inter-Company Loans between NTL Communications Limited and Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Second Security Trustee for the Secured

218

	Parties [the Second Parent Intra-Group Loan Assignment].
15.	The Share Charge Agreement dated 27 September, 2001 among the Companies listed therein and Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Second Security Trustee for the Secured Parties [the Second Share Charge Agreement].
16.	The Security Agreement (governed by New York law) dated 27 September, 2001 among the Companies listed therein and Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Second Security Trustee for the Secured Parties [the Second Security Agreement].
17.	The Pledge Agreement (governed by New York law) dated 27 September, 2001 among the Companies listed therein and Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Second Security Trustee for the Secured Parties [the Second Pledge Agreement].
18.	The Second Indenture of Mortgage dated 27 September, 2001 by National Transcommunications Limited and Cabletel Northern Ireland Limited to Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Second Security Trustee for the Secured Parties [the Second Indenture of Mortgage].
19.	The Share Pledge dated 27 September, 2001 among the Companies listed therein and Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Second Security Trustee for the Secured Parties [the Second Share Pledge].
20.	(a)   The Standard Security dated 26 September, 2001 by National Transcommunications Limited in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Second Security Trustee for the Secured Parties
	(b)   The Standard Security dated 26 September, 2001 by National Transcommunications Limited in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Second Security Trustee for the Secured Parties
	(c)   The Standard Security dated 26 September, 2001 by National Transcommunications Limited in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Second Security Trustee for the Secured Parties.
	[collectively, the Second Standard Securities].
21.	The Second Security over Cash Account dated 27 September, 2001 between NTL Incorporated (then known as NTL Communications Corp.) and Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Second Security Trustee for the Secured Parties.
22.	The Security over Cash Agreement dated 2 October, 2001 between NTL Incorporated (then known as NTL Communications Limited) and Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as Second Security Trustee for the Secured Parties.
23.	The Security over Cash Agreement dated 22 December, 2000 granted by NTL incorporated (then known as NTL Communications Corp.) in favour of Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited) as the Chargee.

219

1B.Existing Encumbrances not required to be discharged.

CHARGOR	DATE		BENEFICIARY		SUMMARY
NTL (Southampton and Eastleigh) Ltd (formerly known as CWC (Southampton and Eastleigh) Ltd)	30.07.92		National Westminster Bank plc		Charge over credit balance (£135,669.35)
NTL (South East) Ltd (formerly known as CWC (South East) Ltd)	06.05.97		NatWest Specialist Finance		Collateral accounts security assignment.  Part satisfied
NTL Kirklees	(i)	31.01.97	(i)	National Westminster Plc	(i)	Charges over credit balances
	(ii)	06.08.97	(ii)	National Westminster Plc	(ii)		Charges over credit balances
NTL South Wales Limited	(i)	31.01.97	(i)	National Westminster Bank Plc	(i)			Charges over credit balances
	(ii)	04.06.97	(ii)	National Westminster Bank Plc	(ii)			Charges over credit balances
	(iii)	06.08.97	(iii)	National Westminster Bank Plc	(iii)			Charges over credit balances
Cable Tel Surrey & Hampshire Limited	06.08.97		National Westminster Bank Plc		Charges over credit balances
Cable Tel Herts & Beds Limited	06.08.97		National Westminster Bank Plc		Charges over credit balances
NTL South Central Limited	14.12.93		Uberior Nominees (Gulliver D.P.U.T.) Limited		Deed of deposit
Metro South Wales Limited National Transcommunications Limited NTL Glasgow NTL Group Limited NTL Kirklees NTL Midlands Limited NTL South Wales Limited	20.02.97		National Westminster Bank plc		Account netting arrangement

220

CHARGOR	DATE		BENEFICIARY		SUMMARY
National Trans-communications Limited	(i)	10.06.97	(i)	Chase Manhattan Bank N.A.	(i)	Mortgage or charge executed outside the United Kingdom and comprising property situated outside the United Kingdom
	(ii)	17.10.97	(ii)	Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited)	(ii)	Debenture
CableTel (Northern Ireland) Limited	(i)	06.08.97	(i)	National Westminster Bank Plc	(i)	Charge over deposit
	(ii)	17.10.97	(ii)	Chase Manhattan International Limited (now known as J.P. Morgan Europe Limited)	(ii)	Debenture
NTL Midlands Limited	27.09.94		National Westminster Bank Plc		Legal Mortgage

221

PART 2 - EXISTING LOANS

1.A loan of up to £17,100,000 from NTL (CWC) Limited (formerly known as Cable & Wireless Communications Limited) to NTL (South Hertfordshire Limited (formerly known as Cable & Wireless Communications (South Hertfordshire) Limited).

PART 3 - EXISTING FINANCIAL INDEBTEDNESS

1.The Existing Senior Credit Facilities Agreement;

2.The Diamond Notes;

3.The Triangle Notes;

4.Lease Agreement dated 18 July 1999 between (1) Broadband Ventures Limited and (2) Westminster Cable Company Limited;

5.Lease Agreement dated 18 July 1999 between (1) Broadband Ventures Limited and (2) NTL Milton Keynes Limited (Milton Keynes Cable TV Network);

6.Lease Agreement dated 18 July 1999 between (1) Broadband Ventures Limited and (2) NTL Milton Keynes Limited (Narrowband Cable TV Network);

7.Lease Agreement dated 1999 between (1) Broadband Ventures Limited and (2) Comtel Coventry Limited;

8.Lease Agreement dated 17 April 1991 between (1) British Telecommunications Plc and (2) Swindon Cable Limited;

9.Master Lease Agreement dated 28 April 1999 between (1) Cisco Systems Capital and (2) X-Tant Limited;

10.Purchase Lease and Support Agreement (undated) between (1) Telebit Communications AS and (2) X-Tant Limited; and

11.Master Rental Agreement dated 27 April 1999 between (1) GE Capital Equipment Finance Limited and (2) X-Tant Limited.

12.A Finance Lease dated 31 March 1995 between (1) Nortel Limited and (2) Cambridge Cable Limited.

222

PART 4 - EXISTING PERFORMANCE BONDS

Company Name	Surety	Division	GBP Currency		USD Currency	Euros Currency	Start Date	Expiry Date	Cash Cover
NTL Glasgow	NatWest	Bank Group	£	214,750.00			13/08/1997	Open Ended	y
NTL Glasgow	NatWest	Bank Group	£	146,671.00			13/08/1997	Open Ended	y
NTL Glasgow	NatWest	Bank Group	£	113,000.00			13/08/1997	Open Ended	y
NTL Glasgow	NatWest	Bank Group	£	124,424.00			13/08/1997	Open Ended	y
NTL Glasgow	NatWest	Bank Group	£	146,778.00			13/08/1997	Open Ended	y
Cabletel Herts & Beds Ltd	NatWest	Bank Group	£	165,000.00			13/08/1997	Open Ended	y
Cabletel Herts & Beds Ltd	NatWest	Bank Group	£	151,054.00			13/08/1997	Open Ended	y
Cabletel Herts & Beds Ltd	NatWest	Bank Group	£	160,710.00			13/08/1997	Open Ended	y
Cabletel Herts & Beds Ltd	NatWest	Bank Group	£	183,922.00			13/08/1997	Open Ended	y
NTL Kirklees	NatWest	Bank Group	£	182,869.00			13/08/1997	Open Ended	y
Cabletel Northern Ireland Ltd	NatWest	Bank Group	£	239,963.00			13/08/1997	Open Ended	y
ntl South Wales Ltd.	NatWest	Bank Group	£	179,737.00			13/08/1997	Open Ended	y
ntl South Wales Ltd.	NatWest	Bank Group	£	136,500.00			13/08/1997	Open Ended	y
ntl South Wales Ltd.	NatWest	Bank Group	£	183,500.00			13/08/1997	Open Ended	y
ntl South Wales Ltd.	NatWest	Bank Group	£	142,917.00			13/08/1997	Open Ended	y
Cabletel Surrey & Hampshire	NatWest	Bank Group	£	190,000.00			13/08/1997	Open Ended	y
ntl (Southampton & Eastleigh) Ltd	NatWest	Bank Group	£	100,000.00				Open Ended	y

223

Company Name	Surety	Division	GBP Currency		USD Currency		Euros Currency	Start Date	Expiry Date	Cash Cover
NTL (South London) Ltd	NatWest	Bank Group	£	83,000.00					Open Ended	y
NTL (South London) Ltd	NatWest	Bank Group	£	83,000.00					Open Ended	y
NTL (South London) Ltd	NatWest	Bank Group	£	62,000.00					Open Ended	y
NTL (South London) Ltd	NatWest	Bank Group	£	117,400.00					Open Ended	y
NTL (South London) Ltd	NatWest	Bank Group	£	112,000.00					Open Ended	y
NTL (West London) Ltd	NatWest	Bank Group	£	104,800.00					Open Ended	y
NTL (West London) Ltd	NatWest	Bank Group	£	49,333.00					Open Ended	y
NTL (West London) Ltd	NatWest	Bank Group	£	49,333.00					Open Ended	y
NTL (West London) Ltd	NatWest	Bank Group	£	115,000.00					Open Ended	y
National Transcommunications Ltd	Chase		£	260,000.00				01/04/2004	31/03/2005
National Transcommunications Ltd	Chase	Broadcast			$	539,520.00		07/11/2003	06/11/2004	Y
National Transcommunications Ltd	Chase	Broadcast			$	70,000.00		07/11/2003	06/11/2004	Y
National Transcommunications Ltd	Chase	Broadcast			$	43,186.67		07/11/2003	06/11/2004	Y
National Transcommunications Ltd	Chase	Broadcast			$	58,533.33		07/11/2003	06/11/2004	Y
ntl Group Ltd	Chase	Bank Group	£	93,000.00				06/02/2001	23/01/2006	n
ntl Group Ltd	Chase		£	2,065,000.00				01/04/2004	31/03/2005
ntl (UK) Group Inc	Chase	Bank Group	£	5,043,438.00				06/09/2001	29/09/2005	n
ntl (UK) Group Inc	Chase	Bank Group	£	1,032,100.00				06/09/2001	29/09/2005	n
ntl (UK) Group Inc	Chase	Bank Group	£	1,990,250.00				06/09/2001	29/09/2005	n
ntl (UK) Group Inc	Chase	Bank Group	£	1,500,000.00				30/11/2001	29/09/2005	n
ntl South Central Ltd	HSBC	Bank Group	£	100,000.00				20/03/1992	open ended	y
ntl South Central Ltd	HSBC	Bank Group	£	100,000.00				20/03/1992	open ended	y
ntl South Central Ltd	HSBC	Bank Group	£	1,000,000.00				20/10/1997	open ended	n
ntl South Central Ltd	HSBC	Bank Group	£	3,525,000.00				28/01/1997	open ended	n

224

Company Name	Surety	Division	GBP Currency			USD Currency		Euros Currency	Start Date	Expiry Date	Cash Cover
Cabletel Northern Ireland Ltd	First Trust	Bank Group	£	20,000.00					04/09/1996	open ended	n
National Transcommunications Ltd	Banque et Casisse d’Epargne	Broadcast						29,775.00	01/08/2003	01/08/2004	Y
			£		20,266,449.00	$	711,240.00	29,775.00

225

SCHEDULE 11

FORM OF L/C BANK ACCESSION CERTIFICATE

To:Credit Suisse First Boston

cc:NTL Investment Holdings Limited

From:[L/C Bank]

Date:

Dear Sirs

1.We refer to the facilities agreement dated [•] (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between NTL Incorporated as Ultimate Parent, NTL Investment Holdings Limited as Borrower, Credit Suisse First Boston, Deutsche Bank AG London, Goldman Sachs International, Morgan Stanley Dean Witter Bank Limited and others as Mandated Lead Arrangers, Credit Suisse First Boston as Facility Agent, Credit Suisse First Boston as Security Trustee, GE Capital Structured Finance Group Limited as Administrative Agent and the financial and other institutions named in it as Lenders.  Terms defined in the Facilities Agreement shall have the same meanings in this Agreement.

2.This L/C Bank Accession Certificate is delivered pursuant to Clause 5.11 (Appointment and Change of L/C Bank) of the Facilities Agreement.

3.[Name of L/C Bank] undertakes, upon its becoming an L/C Bank, to perform all the obligations expressed to be undertaken under the Facility Agreement and the Finance Documents by an L/C Bank and agrees that it shall be bound by the Facilities Agreement and the other Finance Documents in all respects as if it had been an original party to it as an L/C Bank.

4.[Name of L/C Bank]’s administrative details are as follows:

Address:

Fax No:

Contact:

[and the address of the office having the beneficial ownership of our participation in the Facilities Agreement (if different from the above) is:

Address:

Fax No:

Contact:                 ]

5.This L/C Bank Accession Certificate shall be governed by English law.

226

For and on behalf of

[Name of L/C Bank]

227

SCHEDULE 12

FORM OF DOCUMENTARY CREDIT

[L/C Bank’s Letterhead]

To:[Beneficiary]
(the “Beneficiary”)

Non-transferable Irrevocable Documentary Credit No. [•]

At the request of NTL Investment Holdings Limited, [L/C Bank] (the “L/C Bank”) issues this irrevocable non-transferable documentary credit (“Documentary Credit”) in your favour on the following terms and conditions:

1.Definitions

In this Documentary Credit:

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in [London].(19)

“Demand” means a demand for payment under this Documentary Credit in the form of the schedule to this Documentary Credit.

“Expiry Date” means [•].

“Total L/C Amount” means [•].

2.L/C Bank’s Agreement

(a)The Beneficiary may request a drawing or drawings under this Documentary Credit by giving to the L/C Bank a duly completed Demand.  A Demand must be received by the L/C Bank on or before [•] p.m. ([London] time) on the Expiry Date.

(b)Subject to the terms of this Documentary Credit, the L/C Bank unconditionally and irrevocably undertakes to the Beneficiary that, within [10] Business Days of receipt by it of a Demand, it will pay to the Beneficiary the amount demanded in that Demand.

(c)The L/C Bank will not be obliged to make a payment under this Documentary Credit if as a result the aggregate of all payments made by it under this Documentary Credit would exceed the Total L/C Amount.

3.Expiry

(a)The L/C Bank will be released from its obligations under this Documentary Credit on the date (if any) notified by the Beneficiary to the L/C Bank as the date upon which the obligations of the L/C Bank under this Documentary Credit are released.

(b)Unless previously released under paragraph (a) above, at [•] p.m. ([London] time) on the Expiry Date the obligations of the L/C Bank under this Documentary Credit will cease with

(19)         This may need to be amended depending on the currency of payment under the Documentary Credit.

228

no further liability on the part of the L/C Bank except for any Demand validly presented under the Documentary Credit before that time that remains unpaid.

(c)When the L/C Bank is no longer under any further Obligations under this Documentary Credit, the Beneficiary must promptly return the original of this Documentary Credit to the L/C Bank.

4.Payments

All payments under this Documentary Credit shall be made in [•] and for value on the due date to the account of the Beneficiary specified in the Demand.

5.Delivery of Demand

Each Demand shall be in writing, and, unless otherwise stated, may be made by letter, fax or telex and must be received in legible form by the L/C Bank at its address and by the particular department or officer (if any) as follows:

[•]

6.Assignment

The Beneficiary’s rights under this Documentary Credit may not be assigned or transferred.

7.UCP

Except to the extent it is inconsistent with the express terms of this Documentary Credit, this Documentary Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500.

8.Governing Law

This Documentary Credit is governed by English law.

9.Jurisdiction

The courts of England have exclusive jurisdiction to settle any disputes arising out of or in connection with this Documentary Credit.

Yours faithfully,

[L/C Bank]

By:

229

FORM OF DEMAND

To:[L/C Bank]

Dear Sirs,

Non-transferable Irrevocable Documentary Credit No. [•] issued in favour of [name of beneficiary] (the “Documentary Credit”)

We refer to the Documentary Credit.  Terms defined in the Documentary Credit have the same meaning when used in this Demand.

1.	We certify that the sum of [•] is due [and has remained unpaid for at least [•] Business Days] [under [set out underlying contract or agreement]].  We therefore demand payment of the sum of [•].
2.	Payment should be made to the following account:
	Name:
	Account Number:
	Bank:
3.	The date of this Demand is not later than the Expiry Date.

Yours faithfully,
(Authorised Signatory)	(Authorised Signatory)

For

[Beneficiary]

230

SCHEDULE 13

PRO FORMA BANK GROUP FINANCIAL STATEMENTS

Bank Group Estimated Consolidated Balance Sheet

$ millions

Unaudited

Proforma

	NTL Inc December 31, 2003 (Note 4)		Less		ProformaBank Group
			Broadcast	Excluded Group		Note 1
Assets
Current Assets
Cash and Cash equivalents	795.9					b
Marketable securities	—					b
Accounts receivable - trade less allowance for doubtful accounts of $28.8	405.3					b
Due from affiliates	—					b
Prepaid expense	180.1					c
Other current assets	55.8					c
Total current assets	1,437.1
Fixed Assets, net	7,880.5					c
Reorganization value in excess of amounts allocable to identifiable assets	539.1					c
Goodwill	—
Intangible assets, net	1,178.9					c
Investments in and loans to affiliates, net (Note 5)	2.3					a
Other assets net of accumulated amortisation of $70.1	134.9					b
Total assets	11,172.8
Liabilities and shareholders’ equity (deficit)
Current liabilities
Accounts payable	260.0					c
Accrued expenses	656.7					c
Accrued construction costs	33.6					c
Interest payable	194.6					b
Deferred revenue	434.8					b
Other current liabilities	27.1					c
Current portion of long term debt	2.3					b
Total current liabilities	1,609.1
Long term debt net of current portion	5,728.4					b
Other long term liabilities	137.2					c
Deferred income taxes	0.1					d
Commitments and contingent liabilities	—
Shareholders’ equity (deficit)
Series preferred stock - $.01 par value;authorized 5,000,000	—					d
issued and outstanding none
Common Stock - $.01 per value; authorized 400,000,000	0.9					d
issued and outstanding 86,916,614
Additional paid in capital	4,325.0					d
Unearned stock-based compensation	(15.0	)				d
Accumulated other comprehensive income (loss)	341.3					d
Accumulated (deficit)	(954.2	)				d
Total shareholders’ equity (deficit)	3,698.0
Total liabilities and shareholders’ equity (deficit)	11,172.8

231

Notes

1. The foregoing statements provide limited information concerning line items of the bank group (as defined in the Senior Facilities Agreement) according to the following:

a = Items will be specific to the Broadcast Group or Excluded Group only

b = Items will be determined specifically without allocation

c = Items will be allocated between the Bank Group, Broadcast and Excluded Group based upon appropriate methodologies as determined by the Board of Directors

d = Items may appear blank because calculation cannot be prepared by the Borrower until some time after the Principal Separation has been consummated.

Accordingly the estimated proforma consolidated statement of operations is incomplete

2. The above statement is not representative of the balance sheet of the bank group which will be effected after Broadcast separation

3. The exchange rates used to convert from UK Pounds to US Dollars in the preparation of the balance sheet are:

At the period end: Exchange rate ruling at the period end

4. NTL Inc. figures for December 31, 2003 provided by way of example

5. The Bank Group estimated proforma balance sheet will exclude debt due from National Transcommunications Ltd to the Bank Group

232

Bank Group Estimated Consolidated Statement Of Operations

$ millions

Unaudited

Proforma

	NTL Inc December 31, 2003 (Note 4)		Less		Proforma Bank Group
			Broadcast	Excluded Group		Note 1
Revenue	3,645.2					b
Costs and expenses
Operating costs (excluding depreciation)	(1,545.9	)				b
Selling, general and administrative expenses	(900.2	)				b
Non-cash compensation	0.0					b
Other charges	(40.7	)				b
Depreciation	(1,233.2	)				c
Amortization	(203.4	)				c
	(3,923.4	)
Operating (loss)	(278.2	)
Other income (expense)
Interest income and other, net	17.0					b
Interest expense (contractual interest of $1,425.4)	(746.4	)				b
Share of (losses) from equity investments	(0.5	)				a
Other gains (losses)	0.0					c
Foreign currency transaction gains (losses)	54.0					c
(Loss) before income taxes	(954.1	)
Income tax (expense) benefit	(0.1	)				d
Net (loss)	(954.2	)

Notes

1. The foregoing statements provide limited information concerning line items of the bank group (as defined in the Senior Facilities Agreement) according to the following:

a = Items will be specific to the Broadcast Group or Excluded Group only

b = Items will be determined specifically without allocation

c = Items will be allocated between the Bank Group, Broadcast and Excluded Group based upon appropriate methodologies as determined by the Board of Directors

d = Items may appear blank because calculation cannot be prepared by the Borrower until some time after the Principal Separation has been consummated.

Accordingly the estimated proforma consolidated statement of operations is incomplete

2. The above statement is not representative of the results of operations of the bank group which will be effected after Broadcast separation

3. The exchange rates used to convert from UK Pounds to US Dollars in the preparation of the proforma statement of operations are:

Period to date:	Average rate for the period to date
First quarter:	Average rate for the period to date
Second, third and fourth quarters	US dollar amounts are obtained by multiplying the UK Pound amounts for the period to date by the average exchange rate for the same period and subtracting from this total the US dollar converted amounts for the period to the end of the previous quarter.

4. NTL Inc. figures for December 31, 2003 provided by way of example

233

Bank Group Estimated Consolidated Statement Of Cashflows

$ millions

Unaudited

Proforma

	NTL Inc December 31, 2003 (Note 4)		Less		ProformaBank Group
			Broadcast	Excluded Group		Note 1
Operating activities
Net cash provided by (used in) operating activities	521.1
Investing activities
Acquisition, net of cash acquired	0.0					b
Purchase of fixed assets	(574.2	)				c
Investments in and loans to affiliates	5.4					b
Proceeds from sale of assets	0.0					c
Purchase of marketable securities	0.0					b
Proceeds from sales of marketable securities	5.2					b
Net cash (used in) investing activities	(563.6	)
Financing activities
Proceeds from borrowings, net of financing costs	0.0					b
Net proceeds from rights offering	1,367.0					b
Proceeds from employee stock options	3.0					b
Principal payments on long-term debt	(1,249.1	)				b
Net cash provided by financing activities	120.9
Effect of exchange rate changes on cash and cash equivalents	76.8					b
Increase (decrease) in cash and cash equivalents	155.2
Cash and cash equivalents at beginning of year	640.7					b
Cash and cash equivalents at end of year	795.9					b

Notes

1. The foregoing statements provide limited information concerning line items of the bank group (as defined in the Senior Facilities Agreement) according to the following:

a = Items will be specific to the Broadcast Group or Excluded Group only

b = Items will be determined specifically without allocation

c = Items will be allocated between the Bank Group, Broadcast and Excluded Group based upon appropriate methodologies as determined by the Board of Directors

d = Items may appear blank because calculation cannot be prepared by the Borrower until some time after the Principal Separation has been consummated.

Accordingly the estimated proforma statement of cashflows is incomplete

2. The above statement is not representative of the results of operations of the bank group which will be effected after Broadcast separation

234

3. The exchange rates used to convert from UK Pounds to US Dollars in the preparation of the proforma statement of cashflows are:

Period to date:	Average rate for the period to date
First quarter:	Average rate for the period to date
Second, third and fourth quarters	US dollar amounts are obtained by multiplying the UK Pound amounts for the period to date by the average exchange rate for the same period and subtracting from this totalthe US dollar converted amounts for the period to the end of the previous quarter.

4. NTL Inc. figures for December 31, 2003 provided by way of example

235

SCHEDULE 14

PRO FORMA PARI PASSU INTERCREDITOR AGREEMENT

[Signing Date]

(1)  THE BANK GROUP LENDERS

(2)  THE BANK GROUP HEDGE COUNTERPARTIES

(3) THE BANK GROUP AGENT

(4)  THE BANK GROUP SECURITY TRUSTEE

(5)  THE TARGET GROUP LENDERS

(6)  THE TARGET GROUP HEDGE COUNTERPARTIES

(7) THE TARGET GROUP AGENT

(8) THE TARGET GROUP SECURITY TRUSTEE

(9) THE MEMBERS OF THE BANK GROUP

(10) THE MEMBERS OF THE TARGET GROUP

PARI PASSU

INTERCREDITOR DEED

7-11 Moorgate
London EC2R 6HH

236

INDEX

Clause
1.	DEFINITIONS AND INTERPRETATION
2.	RECIPROCITY
3.	PRIORITIES ON ENFORCEMENT
4.	TURNOVER
5.	ENFORCEMENT OF SECURITY
6.	DISPOSALS AND CLAIMS
7.	CERTAIN PAYMENTS
8.	CHANGES TO FINANCE DOCUMENTS
9.	MISCELLANEOUS
10.	LOSS SHARING
11.	ACKNOWLEDGEMENTS
12.	CHANGE OF PARTY
13.	NOTICES
14.	REMEDIES, WAIVERS & AMENDMENTS
15.	ENGLISH LANGUAGE
16.	THIRD PARTY RIGHTS
17.	COUNTERPARTS
18.	GOVERNING LAW
19.	JURISDICTION
SCHEDULE 1
PART I - THE BANK GROUP LENDERS
PART II - THE TARGET GROUP LENDERS
SCHEDULE 2
PART I - BANK GROUP OBLIGORS
PART II - TARGET GROUP OBLIGORS
SCHEDULE 3
PART I - BANK GROUP SECURITY
PART II - TARGET GROUP SECURITY
SCHEDULE 4 DEED OF ACCESSION
SCHEDULE 5

237

THIS DEED is made on [       ]

BETWEEN:

(1)THE BANK GROUP LENDERS (as defined herein);

(2)THE BANK GROUP HEDGE COUNTERPARTIES (as defined herein);

(3)CREDIT SUISSE FIRST BOSTON (as facility agent for and on behalf of the Bank Group Lenders, the “Bank Group Agent”);

(4)CREDIT SUISSE FIRST BOSTON (as security trustee for and on behalf of the Bank Group Lenders, the “Bank Group Security Trustee”);

(5)THE TARGET GROUP LENDERS (as defined herein);

(6)THE TARGET GROUP HEDGE COUNTERPARTIES (as defined herein);

(7)[          ] (as facility agent for and on behalf of the Target Group Lenders, the “Target Group Agent”);

(8)[          ] (as security trustee for and on behalf of the Target Group Lenders, the “Target Group Security Trustee”);

(9)THE BANK GROUP OBLIGORS (as defined herein); and

(10)THE TARGET GROUP OBLIGORS (as defined herein).

IT IS AGREED as follows:-

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Deed the following words and expressions shall have the following meanings:

“Accession Deed” means a deed of accession substantially in the form set out in Schedule 4 or in such other form as the Bank Group Agent, the Target Group Agent, NTL Investment Holdings Limited and the Target shall agree.

“Bank Group” means:

(i)NTL Investment Holdings Limited and each of its direct and indirect Subsidiaries from time to time, other than the Bank Group Excluded Subsidiaries; and

(ii)without prejudice to sub-paragraph (i) above, each of the direct and indirect Subsidiaries from time to time of NTL Communications Limited, excluding NTL Cable Plc and its direct and indirect Subsidiaries,

provided that for the purposes of this definition, “Subsidiaries” shall exclude any member of the Target Group.

“Bank Group Credit Agreement” means the credit agreement dated [     ] whereby certain facilities are made available to NTL Investment Holdings Limited by a group of banks and other financial institutions on whose behalf the Bank Group Agent acts as facility agent.

238

“Bank Group Debt” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of any member of the Bank Group to any of the Bank Group Finance Parties in respect of Bank Group Liabilities.

“Bank Group Excluded Subsidiary” shall have the meaning given to it in the Bank Group Credit Agreement.

“Bank Group Facilities” means the facilities provided by the Bank Group Lenders under the Bank Group Credit Agreement.

“Bank Group Finance Documents” means the Bank Group Credit Agreement, the Bank Group Security, the Bank Group Guarantees and each of the other Finance Documents (as defined in the Bank Group Credit Agreement).

“Bank Group Finance Parties” means the Bank Group Agent, the Bank Group Security Trustee, the Bank Group Lenders and the Bank Group Hedge Counterparties.

“Bank Group Hedge Counterparties” means any counterparty which has entered into a hedging agreement with any member of the Bank Group and has executed or acceded to (and remains a party to) this Deed in such capacity.

“Bank Group Guarantees” means the guarantees granted in favour of any of the Bank Group Finance Parties by any member of the Group in respect of all or any part of the Bank Group Liabilities.

“Bank Group Instructing Group” means an Instructing Group (as defined in the Bank Group Credit Agreement).

“Bank Group Lender” means the parties from time to time party to the Bank Group Credit Agreement as Lenders which have acceded to (and remain party to) this Deed in accordance with the provisions of the Bank Group Credit Agreement.

“Bank Group Liabilities” means all present and future liabilities and obligations at any time of any member of the Group to any Bank Group Finance Party under or in connection with the Bank Group Finance Documents, both actual and contingent and whether incurred solely or jointly or in any other capacity together with any of the following matters relating to or arising in respect of those liabilities and obligations:

(a)any refinancing, novation, deferral or extension;

(b)any claim for damages or restitution; and

(c)any claim as a result of any recovery by any member of the Group of a payment or discharge on the grounds of preference,

and any amounts which would be included in any of the above but for any discharge, non-provability or unenforceability of those amounts in any insolvency or other proceedings.

“Bank Group Obligors” means all of the companies specified in Part I of Schedule 2 and any company which has become a party hereto (for as long as such company remains party hereto) in such capacity in accordance with the provisions of Clause 12.6 hereof.

“Bank Group Pari Passu Debt” means the aggregate principal amount of the Bank Group Debt not exceeding £[principal amount committed under the Bank Group Credit Agreement

239

upon execution of this Deed] (or its equivalent in other currencies) in aggregate principal amount (or such greater amount as shall be agreed in writing by the Target Group Instructing Group) together with any interest (including default interest) accruing on such amount and commitment commission, fees, charges and any costs and expenses, in each case, payable under the terms of the Bank Group Finance Documents.

“Bank Group Security” means the Encumbrances constituted by each document listed in Part I of Schedule 3 together with all collateral, additional or substituted Encumbrance which is granted in favour of any of the Bank Group Finance Parties by any member of the Group after the date of this Deed in respect of all or any part of the Bank Group Debt.

“Calculation Date” means any date upon which any calculation of Pari Passu Basis is required to be made under this Deed.

“Credit Agreements” means the Bank Group Credit Agreement and the Target Group Credit Agreement.

“Encumbrance” means a mortgage, charge, pledge, lien, encumbrance or other security interest securing any obligation of any person.

“Enforcement Action” means:

(a)the acceleration of any Liabilities or any declaration that any Liabilities are prematurely due and payable (other than as a result of it becoming unlawful for a Lender to perform its obligations under, or of any mandatory prepayment arising under the Finance Documents) or any declaration that any Liabilities are payable on demand (save where such declaration is capable of being made and is made in circumstances where there is no default by any member of the Group);

(b)the taking of any steps to enforce or require the enforcement of any Security;

(c)the making of any demand against any member of the Group in relation to any guarantee, indemnity or other assurance against loss in respect of any Liabilities or exercising any right to require any member of the Group to acquire any Liability;

(d)the exercise of any right of set-off against any member of the Group in respect of any Liabilities (save where such right is capable of being exercised and is exercised in circumstances where there is no default by any member of the Group);

(e)the suing for, commencing or joining of any legal or arbitration proceedings against any member of the Group to recover any Liabilities;

(f)the entering into of any composition, assignment or similar or analogous arrangement with any member of the Group with respect to any Liability, or any analogous procedure or step in any jurisdiction; or

(g)the petitioning, applying or voting for, or the taking of any steps by any Finance Party in its capacity as such (including, without limitation, corporate action, procedural or formal steps or legal proceedings, or the appointment of any liquidator, receiver, administrator or similar officer) in relation to, the winding up, dissolution or administration or bankruptcy of any member of the Group or any analogous procedure or step in any jurisdiction.

“Enforcement Date” means the first date on which an Enforcement Action is taken by any of the Finance Parties.

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“Facilities” means the Bank Group Facilities and the Target Group Facilities.

“Facility Agents” means the Bank Group Agent and the Target Group Agent.

“Finance Documents” means the Bank Group Finance Documents and the Target Group Finance Documents.

“Finance Parties” means the Bank Group Finance Parties and the Target Group Finance Parties.

“Group” means [name of ultimate holding company of Bank Group and Target Group]and its Subsidiaries from time to time.

“Guarantees” means the Bank Group Guarantees and the Target Group Guarantees.

“Hedge Counterparties” means the Bank Group Hedge Counterparties and the Target Group Hedge Counterparties.

“HYD Intercreditor Agreement” means (a) the intercreditor agreement dated on or about the date of the Bank Group Credit Agreement between certain of the Bank Group Obligors, the Bank Group Finance Parties and others, or (b) to the extent a High Yield Refinancing (as defined in the Bank Group Credit Agreement) occurs and a new intercreditor agreement relating to such High Yield Refinancing is entered into, the intercreditor agreement entered into on substantially similar terms to the intercreditor agreement referred to in paragraph (a) in connection with such High Yield Refinancing (as defined in the Bank Group Credit Agreement), in each case, as the same may be amended, supplemented, novated or restated from time to time.

“Lenders” means the Bank Group Lenders and the Target Group Lenders.

“Liabilities” means the Bank Group Liabilities and the Target Group Liabilities.

“Pari Passu Basis” means:

(a)in relation to priority of liabilities, such liabilities shall be equal and rateable with no liability having any priority over the other,

(b)in relation to a calculation of a repayment to be made by reference to Bank Group Pari Passu Debt and Target Group Pari Passu Debt or the Bank Group Facilities and the Target Group Facilities on or after the Enforcement Date, that such repayment shall be made pro rata in the proportion which the amount of each such debt at the Enforcement Date bears to the aggregate Pari Passu Debt at the Enforcement Date, and

(c)in relation to a calculation of a payment or repayment to be made by reference to the Bank Group Facilities and the Target Group Facilities before the Enforcement Date, that such payment or repayment shall be made pro rata in the proportion which the amount of each such debt at the Calculation Date bears to the aggregate Pari Passu Debt at such Calculation Date;

(d)in relation to any calculations made by reference to commitments, drawings or repayments under any revolving or similar facility in the Bank Group Credit Agreement or the Target Group Credit Agreement on a Calculation Date, the calculation thereof shall be made pro rata in the proportion that the maximum amount of credit which may be utilised under each such facility at such Calculation Date

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bears to the aggregate amount available to be utilised under such facilities in both Credit Agreements.

“Pari Passu Debt” means the Bank Group Pari Passu Debt and the Target Group Pari Passu Debt.

“Security” means the Bank Group Security and the Target Group Security.

“Security Trustees” means the Bank Group Security Trustee and the Target Group Security Trustee.

“Subsidiary” of a company shall be construed as a reference to any company:

(i)more than 50% of the issued share capital of which is beneficially owned, directly or indirectly, by the first-mentioned company; or

(ii)where the first-mentioned company has the right or ability to control directly or indirectly the affairs or the composition of the board of directors (or equivalent of it) of such company; or

(iii)which is a Subsidiary of another Subsidiary of the first-mentioned company;

“Target” means [      ].

“Target Group” means [to identify those companies which are designated as members of the Target Group at the date of execution of this Deed and thereafter].

“Target Group Credit Agreement” means the credit agreement dated [     ] whereby certain facilities were made available to [specify members of the Target Group] by a group of banks and other financial institutions on whose behalf the Target Group Agent acts as facility agent.

“Target Group Debt” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of any member of the Target Group to any of the Target Group Finance Parties in respect of Target Group Liabilities.

“Target Group Facilities” means the facilities provided by the Target Group Lenders under the Target Group Credit Agreement.

“Target Group Finance Documents” means the Target Group Credit Agreement, the Target Group Security, the Target Group Guarantees and each of the other [Finance Documents] (as defined in the Target Group Credit Agreement).

“Target Group Finance Parties” means the Target Group Agent, the Target Group Security Trustee, the Target Group Lenders, the Target Group Hedge Counterparties and any other [Finance Parties] (as defined in the Target Group Credit Agreement).

“Target Group Guarantees” means the guarantees granted in favour of any of the Target Group Finance Parties by any member of the Group in respect of all or any part of the Target Group Liabilities.

“Target Group Hedge Counterparties” means any counterparty which has entered into a hedging agreement with any member of the Target Group and has executed or acceded to this Deed in such capacity.

“Target Group Instructing Group” means an [Instructing Group] (as defined in the Target

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Group Credit Agreement).

“Target Group Lender” means:

(a)a bank or financial institution or other person named in Part II of Schedule 1 (unless it has ceased to be a party hereto in accordance with the terms hereof); or

(b)a bank or financial institution or other person which has become (and remains) a party hereto as a Target Group Lender in accordance with the provisions of Clause 12.5 hereof and in accordance with the provisions of the Target Group Credit Agreement.

“Target Group Liabilities” means all present and future liabilities and obligations at any time of any member of the Group to any Target Group Finance Party under or in connection with the Target Group Finance Documents, both actual and contingent and whether incurred solely or jointly or in any other capacity together with any of the following matters relating to or arising in respect of those liabilities and obligations:

(a)any refinancing, novation, deferral or extension;

(b)any claim for damages or restitution; and

(c)any claim as a result of any recovery by any member of the Group of a payment or discharge on the grounds of preference,

and any amounts which would be included in any of the above but for any discharge, non-provability or unenforceability of those amounts in any insolvency or other proceedings.

“Target Group Obligors” means all of the companies specified in Part II of Schedule 2 and any company which has become a party hereto  (for as long as such company remains party hereto) in such capacity in accordance with the provisions of Clause 12.6 hereof.

“Target Group Pari Passu Debt” means the aggregate principal amount of the Target Group Debt not exceeding £1,250,000,000 (or its equivalent in other currencies) (or such greater amount as shall be agreed in writing by the Bank Group Instructing Group) together with any interest (including default interest) accruing on such amount and commitment commission, fees, charges and any costs and expenses, in each case, payable under the terms of the Target Group Finance Documents.

“Target Group Security” means the Encumbrances constituted by each document listed in Part II of Schedule 3 together with all collateral, additional or substituted Encumbrance which is granted in favour of any of the Target Group Finance Parties by any member of the Group after the date of this Deed in respect of all or any part of the Target Group Debt.

1.2Interpretation

(a)For the purpose of this Deed any amount of Pari Passu Debt denominated in a currency other than sterling shall be notionally converted into sterling by reference to the amount of sterling which could be purchased with the relevant currency using the Bank Group Agent’s spot rate of exchange at 11 a.m. (London time) on each relevant Calculation Date or, if such market is then closed, at 11 a.m. (London time) on the day such market was then last open.

(b)The headings in this Deed are inserted for convenience only and shall be ignored in construing this Deed.

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(c)References to Clauses, paragraphs or Schedules are to paragraphs of Clauses and Clauses of or Schedules to this Deed unless otherwise stated.

(d)Any reference in this Deed to (or to any provisions of or definition contained in) any other document shall be construed as a reference to this Deed or that provision, definition or document as in force for the time being and as amended, supplemented, varied and/or novated from time to time but only to the extent that any such amendment, supplement, variation or novation has been made in accordance with the terms of this Deed.

(e)Any reference in this Deed to any party to this Deed shall be construed so as to include such party’s and any subsequent successors, transferees and assigns in accordance with their respective interests.

(f)Any reference in this Deed to the singular shall include the plural and vice versa.

2.RECIPROCITY

2.1Reciprocal Security

Each of the Finance Parties and each member of the Group which is party to this Deed agrees that it is intended that the Bank Group Finance Parties and the Target Group Finance Parties shall share the benefits of all security arrangements and guarantees granted by members of the Bank Group and Target Group in relation to the Liabilities so as to guarantee and secure the Liabilities in such a manner as shall ensure that the Bank Group Liabilities and the Target Group Liabilities shall rank on a Pari Passu Basis provided that, at the Borrower’s discretion, this intention shall be effected by either:

(a)(i)members of the Bank Group granting guarantees and Encumbrances in favour of the Target Group Finance Parties (or the Target Group Security Trustee on their behalf) in substantially similar form to the guarantees and Encumbrances granted to the Bank Group Finance Parties in respect of the Bank Group Liabilities to guarantee and secure the Target Group Liabilities; and

(ii)members of the Target Group granting guarantees and Encumbrances in favour of the Bank Group Finance Parties (or the Bank Group Security Trustee on their behalf) in substantially similar form to the guarantees and Encumbrances granted to the Target Group Finance Parties in respect of the Target Group Liabilities to guarantee and secure the Bank Group Liabilities; or

(b)(i)each of the Bank Group Finance Parties which has been granted a guarantee or an Encumbrance by a member of the Bank Group in respect of the Bank Group Liabilities prior to the date of this Deed entering into such amendments to such guarantees or the security documents effecting such Encumbrances or the security trust arrangements under which they or the Bank Group Security Trustee holds the benefit of any such guarantees or Encumbrances with, in each case, the members of the Group which are party to such documents and arrangements so as to procure (insofar as legally possible) that the Target Group Liabilities are guaranteed and secured by such documents in the same manner as the Bank Group Liabilities; and

(ii)each of the Target Group Finance Parties which has been granted a guarantee or an Encumbrance by a member of the Target Group in respect of the Target

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Group Liabilities prior to the date of this Deed entering into such amendments to such guarantees or the security documents effecting such Encumbrances or the security trust arrangements under which they or the Target Group Security Trustee holds the benefit of any such guarantees or Encumbrances with, in each case, the members of the Group which are party to such documents and arrangements so as to procure (insofar as legally possible) that the Bank Group Liabilities are guaranteed and secured by such documents in the same manner as the Target Group Liabilities; and

(whether the Borrower exercises its discretion to select the option in paragraph (a) or paragraph (b) above):

(i)each of the Bank Group Finance Parties which has been granted a guarantee or an Encumbrance by a member of the Bank Group to guarantee/secure the Bank Group Liabilities shall enter into this Deed and the HYD Intercreditor Agreement in the appropriate capacity in order to share the proceeds of enforcement of such guarantees and Encumbrances with the Target Group Finance Parties in the manner set forth herein or therein; and

(ii)each of the Target Group Finance Parties which has been granted a guarantee or an Encumbrance by a member of the Target Group to guarantee/secure the Target Group Liabilities shall enter into this Deed and the HYD Intercreditor Agreement in the appropriate capacity in order to share the proceeds of enforcement of such guarantees and Encumbrances with the Bank Group Finance Parties in the manner set forth herein or therein; and

(iii)each of the Finance Parties and each member of the Group which is party to this Deed agrees to execute and deliver any such accession deeds or other instruments and do all such acts or things as may be required to ensure that the option selected by the Borrower is effected.

2.2Reciprocal subordination

Each of the Finance Parties and each member of the Group which is party to this Deed agrees that (i) it is intended that the Target Group Finance Parties and the Bank Group Finance Parties are to benefit equally (or to the extent that any proceeds are realised from such subordination or similar arrangements on a Pari Passu Basis) from any subordination or similar arrangements which they benefit from in relation to the Liabilities and (ii) it shall execute and deliver any such accession deeds or other instruments and do all such acts or things as may be required in order that:

(a)the Target Group Finance Parties receive the benefit of any existing subordination provisions of any intercreditor agreements or other existing subordination arrangements to which the Bank Group Finance Parties are party or as to which they receive the benefit in each case in relation to the Bank Group Liabilities;

(b)the Bank Group Finance Parties receive the benefit of any existing subordination provisions of any intercreditor agreements or other existing subordination arrangements to which the Target Group Finance Parties are party or as to which they receive the benefit in each case in relation to the Target Group Liabilities;

(c)the Target Group Obligors confer (to the extent they are able) to the Bank Group Finance Parties the benefit of any existing subordination provisions of any intercreditor agreements or other existing subordination arrangements to which the Target Group Obligors are party in each case in relation to the Target Group

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Liabilities; and

(d)the Bank Group Obligors confer (to the extent they are able) to the Target Group Finance Parties the benefit of any existing subordination provisions of any intercreditor agreements or other existing subordination arrangements to which the Target Group Obligors are party in each case in relation to the Bank Group Liabilities,

in each case so as to ensure that the Bank Group Finance Parties have the same ranking in respect of the Bank Group Liabilities as the Target Group Finance Parties have in respect of the Target Group Liabilities and vice versa.

2.3Authorisation of Facility Agents and Security Trustees

Each of the Facility Agents and Security Trustees acting on behalf of the Target Group Finance Parties and Bank Group Finance Parties are hereby authorised and empowered to take all actions necessary or advisable in their opinions (including signing any documents on behalf of such Finance Parties) to effectuate the foregoing clauses 2.1 and 2.2.

3.PRIORITIES ON ENFORCEMENT

3.1Priorities

Each of the parties to this Deed hereby agrees that for the purpose of this Deed the following order of priorities shall apply to the Liabilities and (save as agreed to the contrary in the HYD Intercreditor Agreement) the Finance Parties shall apply any monies received by them on account of the Liabilities on or after the Enforcement Date in such order, including without limitation all moneys derived from the Guarantees or the Security on or after the Enforcement Date however realised:-

FIRST in or towards payment pari passu to:

(i)the Bank Group Security Trustee in respect of any amounts payable to it in its personal capacity (and all interest thereon as provided for in the Bank Group Finance Documents) and any Receiver, attorney or agent under or in connection with this Deed or any of the Bank Group Security Documents (including without limitation, in connection with the perfection, preservation or enforcement of the Security); and

(ii)the Target Group Security Trustee in respect of any amounts payable to it in its personal capacity (and all interest thereon as provided for in the Target Group Finance Documents) and any Receiver, attorney or agent under or in connection with this Deed or any of the Target Group Security Documents (including without limitation, in connection with the perfection, preservation or enforcement of the Security);

SECOND in payment and discharge of the Bank Group Pari Passu Debt and the Target Group Pari Passu Debt on a Pari Passu Basis;

THIRD in payment and discharge of any Target Group Debt not repaid and discharged in full pursuant to the FIRST paragraph; and

FOURTH the balance thereof to the person next entitled under the HYD Intercreditor Agreement or otherwise.

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3.2Priorities not affected

The order of priorities set out in Clause 3.1 shall apply irrespective of (a) the date on which this Deed or any of the Finance Documents was executed, registered or notice thereof was given to any person and (b) except where such reduction, increase, amendment or variation is undertaken in breach of this Deed, any reduction or increase in any of the Bank Group Debt or the Target Group Debt or any amendment or variation of any of the Bank Group Finance Documents or the Target Group Finance Documents.

3.3Liabilities not affected

Each of the parties to this Deed hereby agrees that notwithstanding any term of this Deed, the Bank Group Debt and the Target Group Debt shall, as between the member of the Group by whom it is owed and the Finance Party to whom it is owed, remain owing in accordance with the terms of the Bank Group Finance Documents or the Target Group Finance Documents, as the case may be, and interest and default interest will accrue accordingly.

3.4Sharing

Each of the Finance Parties agrees to ensure that the order of application referred to in Clause 3.1 is observed by making payments in accordance with Clause 4.1 and, with respect to any such payment, as between the party making such payment and the relevant member of the Group such payment shall be treated as not having been received by the party making such payment.

3.5Refunds

For the purposes of this Clause 3, none of the Finance Parties shall be treated as having received an amount if it is required to repay such amount because of any law or provision relating to insolvency or liquidation.

3.6Receipts by insolvency practitioners

Monies received by an administrator, receiver, administrative receiver, examiner or similar officer (however appointed) of any member of the Group (after payment of his remuneration and receivership expenses and after providing for all costs, charges, expenses and liabilities and other payments ranking in priority to the Finance Parties) whether under any of the Security or otherwise shall be applied in accordance with the terms of this Clause 3.

4.TURNOVER

4.1Turnover

Each Finance Party (other than the Bank Group Security Trustee) agrees to make any payments required to be made by it to comply with Clause 3.1 to the Bank Group Security Trustee who shall distribute any payments made to it in accordance with the terms of this Deed and due to any of the Bank Group Finance Parties in accordance with the Bank Group Credit Agreement and who shall distribute any payments due to any of the Target Group Finance Parties to the Target Group Security Trustee.

4.2Undertaking to the Bank Group Security Trustee

Each Finance Party and each member of the Group party to this Deed gives the following undertakings to the Bank Group Security Trustee:

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(a)it shall provide the Bank Group Security Trustee with all directions and information as the Bank Group Security Trustee may reasonably require for the purposes of carrying out its duties and obligations under this Clause 4; and

(b)it shall not take any proceedings or seek to assert any claim against any director, officer, employee or agent of the Bank Group Security Trustee in respect of any claim it might have against the Bank Group Security Trustee or in respect of any act or omission of any kind (including gross negligence or wilful misconduct) by that director, officer, employee or agent in relation to any Finance Document,

and acknowledges that the Bank Group Security Trustee has entered into this Deed in reliance on the undertakings set out in this Clause 4.2.

5.ENFORCEMENT OF SECURITY

5.1Enforcement of Security

Except as expressly agreed in the deeds and instruments referred to Clause 2, or in any other agreement entered into by or for the benefit of the Bank Group Finance Parties and the Target Group Finance Parties, none of the Bank Group Finance Parties shall, without the prior written consent of the Target Group Agent and none of the Target Group Finance Parties shall, without the prior written consent of the Bank Group Agent, exercise its power of sale or any other power over any part of the undertaking, property, assets or revenues of any member of the Group subject to the Security or otherwise have recourse to the same except through an administrator, receiver, administrative receiver, examiner or similar officer appointed pursuant to Clause 5.2 below.

5.2Consultation

Subject to Clause 5.3, if any Bank Group Finance Party wishes to appoint an administrator, receiver, administrative receiver, examiner or similar officer to any member of the Group or to exercise its power of sale or otherwise enforce any of the Security, it shall promptly inform the Target Group Agent of its intention and if any Target Group Finance Party wishes to appoint any such officer to any member of the Group or to exercise its power of sale or otherwise enforce any of the Security, it shall promptly inform the Bank Group Agent of its intention.  The Finance Parties shall endeavour to agree on the method by which the Security shall be enforced, and where appropriate, upon a suitable person to be appointed as such officer and shall co-operate with each other in realising the assets secured in their favour and in ensuring that the net proceeds, after deduction of the expenses of realisation, are paid in accordance with the provisions of this Deed.  No member of the Group shall have any right to be consulted in relation to any enforcement or other action by any of the Finance Parties in relation to the Finance Documents.

5.3Appointment of Insolvency Practitioner

(a)Notwithstanding the provisions of Clause 5.2 any Finance Party may appoint an administrator, receiver, administrative receiver, examiner or similar officer to any member of the Group without notice to the relevant Facility Agent where the appointor reasonably believes that the immediate appointment of such officer is necessary to protect the interests of the Finance Parties in respect of the Security.  As soon as practicable thereafter the appointor shall inform the relevant Facility Agent of such appointment and shall consult with the relevant Facility Agent with a view to the retention in office of such officer or (if not agreed) to the appointment of others to act jointly with him.

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(b)To the extent permitted under applicable law, each of the members of the Group which are party to this Deed waives all rights it may otherwise have to require that any Guarantee or Security be enforced in any particular order or manner or at any particular time or that any sum received or recovered from any person, or by virtue of the enforcement of any of any Guarantee or Security or of any other security interest, which is capable of being applied in or towards discharge of any of the Liabilities is so applied.

6.DISPOSALS AND CLAIMS

6.1Disposal after Enforcement Action

If any assets are properly sold or otherwise disposed of in compliance with the provisions of this Deed and the relevant Security by a Finance Party (or by a member of the Group at the request of a Finance Party) either as a result of the enforcement of the Security or a disposal by a member of the Group after any Enforcement Action, to the extent necessary to enable such assets to be disposed of free of the Security, each Security Trustee shall release those assets from the Security and shall execute or enter into, on behalf of and, without the need for any further authority from any of the Finance Parties:

(a)any release of the Security or any other claim over that asset; and

(b)if the asset which is disposed of consists of all of the shares (which are held by a member of the Group) in the capital of a member of the Group or any holding company of a member of the Group, any release of such member of the Group or holding company and any subsidiary of such member of the Group or holding company from all liabilities it may have to any Finance Party, both actual and contingent in its capacity as a guarantor or borrower (including any guarantee or liability arising under or in respect of any Finance Document) and a release of any Security granted by such member of the Group or holding company and any subsidiary of such member of the Group or holding company over any of its assets under any of the Security.

6.2Releases

The Finance Parties shall execute any assignments, transfers, releases or other documents that each Security Trustee may consider to be necessary to give effect to these releases or disposals provided that the proceeds of those disposals or claims are applied as if they were the proceeds of enforcement of the Security.

7.CERTAIN PAYMENTS

7.1Revolving Facilities

Any revolving or similar facility comprising a portion of the Bank Group Facilities or Target Group Facilities shall be repaid and utilised so that:

(a)on the date of this Deed, there shall be borrowings and repayments of outstandings under all such revolving facilities such that the amounts thereunder shall be outstanding on a Pari Passu Basis; and

(b)all borrowings and repayments shall be effected across all such revolving facilities such that the amounts thereunder shall always remain outstanding on a Pari Passu Basis;

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and provided further that:

(c)no member of the Bank Group shall voluntarily cancel any commitments under any revolving or similar facility made available as part of the Bank Group Facilities unless a corresponding voluntary cancellation calculated on a Pari Passu Basis is made by a member of the Target Group to any revolving or similar facility made available as part of the Target Group Facilities in accordance with paragraph (f) below;

(d)no member of the Target Group shall voluntarily cancel any commitments under any revolving or similar facility made available as part of the Target Group Facilities unless a corresponding voluntary cancellation calculated on a Pari Passu Basis is made by a member of the Bank Group to any revolving or similar facility made available as part of the Bank Group Facilities in accordance with paragraph (f) below;

(e)any cancellations required to be made under paragraphs (d) or (e) above shall be made in the manner determined by the relevant Credit Agreement or, if the relevant Group member is permitted a discretion in determining when such cancellation is made, such cancellation shall be made within 10 Business Days of the corresponding cancellation;

(f)in the event any mandatory reductions to unutilised commitment are required to be made under any revolving or similar facility under one of the Facilities, the borrowers of any revolving or similar facility under the other Facilities shall make a voluntary reduction to the commitment under any revolving or similar facility under the other Facilities such that the commitments under both facilities are on a Pari Passu Basis.

7.2Voluntary Prepayments of Term Facilities

(a)No member of the Bank Group shall make any voluntary prepayment of the Bank Group Facilities unless a corresponding amount calculated on a Pari Passu Basis is applied by a member of the Target Group in voluntary prepayment of the Target Group Facilities in accordance with paragraphs (c) and (d) below.

(b)No member of the Target Group shall make any voluntary prepayment of the Target Group Facilities unless a corresponding amount calculated on a Pari Passu Basis is applied by a member of the Bank Group in voluntary prepayment of the Bank Group Facilities in accordance with paragraphs (c) and (d) below.

(c)Any prepayment required to be made under paragraph (a) or (b) above shall be applied in repayment of the relevant tranches of the Facilities in the manner determined by the relevant Credit Agreement, or if the relevant Group member is permitted a discretion in determining which of such tranches is repaid by such payment, in accordance with that Group member’s discretion.

(d)Any prepayment required to be made under paragraph (a) or (b) above shall be applied upon the dates determined by the relevant Credit Agreement, or if the relevant Group member is permitted a discretion in determining the date upon which such Facilities are repaid, shall be applied on such date or dates immediately after the corresponding prepayment as will minimise any break costs payable under the relevant Facilities.

7.3Certain Mandatory Prepayments of Facilities

The following proceeds required to be applied in mandatory prepayments under the Facilities

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shall be applied as follows:

(a)to the extent any specified percentage of the proceeds of equity raised by any member of the Group (which is not a member of the Bank Group or Target Group) is required to be applied to repay the Facilities under the Credit Agreements an amount calculated by applying the higher of the applicable percentages specified in the Credit Agreements (if such percentages differ) to the proceeds of equity raised by such member of the Group shall be applied to prepay outstandings under the Bank                  Group Facilities on one hand and the Target Group Facilities on the other hand on a Pari Passu Basis,

(b)to the extent any specified percentage of the proceeds of financial indebtedness incurred by members of the Group which are not members of the Bank Group or Target Group is required to be applied to repay Facilities under the Credit Agreements an amount calculated by applying the higher of the applicable percentages specified in the Credit Agreements (if such percentages differ) to the proceeds of financial indebtedness incurred by by such member of the Group shall be applied to prepay outstandings under the Bank Group Facilities on one hand and the Target Group Facilities on the other hand on a Pari Passu Basis,

(c)any proceeds of disposals or insurance recoveries or similar transactions made by any member of the Group and which are required to be applied to repay the Facilities under the Credit Agreements shall be applied only in repayment of the Facilities made available to members of the part of the Group to which the Group member receiving those proceeds or recoveries belonged immediately prior to the Integrated Merger Event (or, if such person was not a member of any part of the Group at the date of the Integrated Merger Event, in repayment of the Facilities made available to that part of the Group to which such person would have belonged had the Integrated Merger Event not occurred), and

(d)any proceeds constituted by excess cash flow generated by any member of the Bank Group or the Target Group or book debts subject to any securitisation or factoring transaction and required to be repaid under, or in cancellation of, the Bank Group Facilities or the Target Group Facilities under the relevant Credit Agreement, as the case may be shall be applied only in repayment or cancellation of the Facilities made available to members of the part of the Group to which the Group member generating such book debts belonged immediately prior to the Integrated Merger Event (or, if such person was not a member of any part of the Group at the date of the Integrated Merger Event, in repayment of the Facilities made available to that part of the Group to which such person would have belonged had the Integrated Merger Event not occurred).

7.4Conflict

To the extent any member of the Group complies with the provisions of this Clause 7 it shall be deemed to be in compliance with any provisions relating to mandatory prepayments of any proceeds referred to in this Clause 7 under the Bank Group Credit Agreement or Target Group Credit Agreement and related finance documents and, for the avoidance of doubt, any cashflow generated by any member of the Target Group shall not count in the calculation of Bank Group Cash Flow under the Bank Group Credit Agreement (as defined therein) for the purposes of Clause 12.4 (Repayment from Excess Cash Flow) thereof.

8.CHANGES TO FINANCE DOCUMENTS

Irrespective of the terms of the Finance Documents, no Finance Party shall:

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(a)increase the principal amount of the Facilities, other than by the rolling-up or capitalisation of interest (if relevant) (by reference to the amount thereof as at the date of the Deed);

(b)increase the rate of interest, fees or commission applicable to the Facilities (save for any increase in interest or commission happening automatically under the terms of the Credit Agreements as in place on the date of this Deed or any waiver or amendment fee provided that any such fee is applied on a Pari Passu Basis between the Facilities),

unless in the case of any such increase in respect of the Bank Group Facilities or the Bank Group Finance Documents, the consent of a Target Group Instructing Group has been obtained and unless such consent has been confirmed in writing by the Target Group Agent to the Bank Group Agent, and, in the case of any such increase in respect of the Target Group Facilities or the Target Group Finance Documents, unless the consent of a Bank Group Instructing Group has been obtained and unless such consent has been confirmed in writing by the Bank Group Agent to the Target Group Agent.

9.MISCELLANEOUS

9.1Waiver of defences

Without prejudice to Clause 8 of this Deed, the provisions of this Deed will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice the subordination and priorities in this Deed including:

(a)any time, waiver or consent granted to, or composition with any person;

(b)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any member of the Group or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security in each case prior to the Enforcement Date;

(c)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;

(d)any amendment (however fundamental) or replacement of a Finance Document or any other document or security;

(e)any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(f)any intermediate payment or discharge of any of the Liabilities in whole or in part.

9.2Priorities not affected

Except as otherwise provided in this Deed the priorities referred to in Clause 3 will:

(a)not be affected by any amendment or variation to any of the Finance Documents, or by any variation or satisfaction of, any of the Liabilities;

(b)apply regardless of the order in which or dates upon which the Finance Documents and this Deed are executed or registered or notice of them is given to any person;

(c)secure the Liabilities in the order specified, regardless of the date upon which any of

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the Liabilities arise or of any fluctuations in the amount of any of the Liabilities outstanding; and

(d)not postpone or subordinate the Liabilities (or any part thereof) to any other liabilities of any member of the Group.

9.3Dealing with Purchaser

No purchaser dealing with any Finance Party or any administrator, receiver, administrative receiver, examiner or similar officer appointed by any Finance Party shall be concerned in any way with the provisions of this Deed but shall assume that, the relevant Finance Party or any such administrator, receiver, administrative receiver, examiner or similar officer as the case may be are acting in accordance with the provisions of this Deed.

9.4No effect

Nothing contained in this Deed shall prejudice or affect the rights of any Finance Party under any guarantee, lien, bill, note, charge or other security from any party other than any member of the Group now or hereafter held by it in respect of any Liabilities.  Each Finance Party may (without limitation) apply any moneys recovered under such guarantee, lien, bill, note, charge or other security in or towards payment of any Liabilities or may hold such moneys in a suspense account for such period as it may in its absolute discretion think fit.

9.5Noting

The parties to this Deed apply to the Registrar to note, in the appropriate manner, at H.M. Land Registry the priority arrangements agreed in this Deed in so far as the same affect any registered land subject to the Security.

9.6Appropriation

If the total liability of members of the Group to the Bank Group Finance Parties or the Target Group Finance Parties exceeds the Bank Group Pari Passu Debt or the Target Group Pari Passu Debt respectively, the Bank Group Finance Parties and the Target Group Finance Parties shall be entitled to determine conclusively what part of such total liability shall be comprised in their own Pari Passu Debt and what part shall be deemed not to be so comprised.

9.7Consent

The Bank Group Finance Parties and the Target Group Finance Parties hereby consent to the creation of the Guarantees and Security granted in each others favour.

9.8Conflicts

To the extent the Bank Group Security and the Target Group Security empowers any Bank Group Finance Party and any Target Group Finance Party to exercise a discretion in relation to the subject matter of such Security, the Bank Group Finance Party may exercise such discretion in relation to any Security granted by a member of the Bank Group which is not a member of the Target Group and the Target Group Finance Party may exercise such discretion in relation to any Security granted by a member of the Target Group which is not a member of the Bank Group.

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10.LOSS SHARING

10.1If for any reason after the distribution of the monies referred to in Clause 3.1 any of the Bank Group Liabilities remain undischarged and any resulting losses are not being borne by the Bank Group Finance Parties pro rata to the amount which their respective commitments bore to the total commitments as at the Enforcement Date, the Bank Group Finance Parties shall make such payments between themselves as the Bank Group Agent shall require to ensure that after taking into account such payments such losses are borne by the Bank Group Finance Parties pro rata to their commitments under the Bank Group Credit Agreement.

10.2For the purpose of this Clause 10, (i) the total commitments under the Bank Group Credit Agreement will be notionally increased by an aggregate amount calculated in accordance with Schedule 5 (Notional Amount of Hedging Liabilities) with respect to any Hedging Counterparty’s interest in the Hedging Liabilities on the Enforcement Date and (ii) each Hedge Counterparty (if also a Bank Group Lender) shall be deemed to have the aggregate amount of its commitments increased by, or (if it is not a Bank Group Lender), to have a commitment in, the amount calculated in accordance with Schedule 5 (Notional Amount of Hedging Liabilities) with respect to the Hedging Liabilities owed to it.

10.3If for any reason after the distribution of the monies referred to in Clause 3.1 any of the Target Group Liabilities remain undischarged and any resulting losses are not being borne by the Target Group Finance Parties pro rata to the amount which their respective commitments bore to the total commitments as at the Enforcement Date, the Target Group Finance Parties shall make such payments between themselves as the Target Group Agent shall require to ensure that after taking into account such payments such losses are borne by the Target Group Finance Parties pro rata to their commitments under the Target Group Credit Agreement.

10.4For the purpose of this Clause 10, (i) the total commitments under the Target Group Credit Agreement will be notionally increased by an aggregate amount calculated in accordance with Schedule 5 (Notional Amount of Hedging Liabilities) with respect to any Hedging Counterparty’s interest in the hedging liabilities on the Enforcement Date and (ii) each Hedge Counterparty (if also a Target Group Lender) shall be deemed to have the aggregate amount of its commitments increased by, or (if it is not a Target Group Lender), to have a commitment in, the amount calculated in accordance with Schedule 5 (Notional Amount of Hedging Liabilities) with respect to the hedging liabilities owed to it.

11.ACKNOWLEDGEMENTS

Each of the member of the Group joins in this Deed for the purpose of acknowledging the priorities recorded in this Deed and undertakes with each Lender, each Facility Agent and each Security Trustee to observe the provisions of this Deed at all times.

12.CHANGE OF PARTY

12.1Change of Party

No party to this Deed may assign any of its rights and benefits or transfer any of its rights, benefits and obligations in respect of any Finance Documents or the Liabilities except as permitted by this Clause 11.

12.2Change of Lender

A Bank Group Lender or Target Group Lender may assign any of its rights and benefits or transfer any of its rights, benefits and obligations in respect of any Finance Documents or the Liabilities if that assignment or transfer is in accordance with the terms of the Credit

254

Agreement to which it is a party and any assignee or transferee has executed and delivered to each Facility Agent an Accession Deed.

12.3Change of Facility Agent

Any person which becomes a Facility Agent in accordance with the terms of the relevant Credit Agreement, shall at the same time accede to this Deed by executing and delivering to the other Facility Agent an Accession Deed.

12.4Change of Security Trustee

Any person which becomes a Security Trustee in accordance with the terms of the relevant Finance Documents shall at the same time accede to this Deed by executing and delivering to the Bank Group Agent (in the case of a new Target Group Security Trustee) or to the Target Group Agent (in the case of a new Bank Group Security Trustee) an Accession Deed.

12.5Bank Accession Undertaking

With effect from the date of acceptance by the Facility Agents or relevant Facility Agent (as the case may be) of an Accession Deed (which shall in each case be accepted as soon as reasonably practicable after receipt by it of a duly completed an Accession Deed) or, if later the date specified in that Accession Deed:

(a)any party ceasing entirely to be a Lender or Facility Agent or Security Trustee or other Finance Party shall be discharged from further obligations towards the other parties under this Deed and their respective rights against one another shall be cancelled (except in each case for those rights which arose prior to that date); and

(b)as from that date, the replacement or new Lender or Facility Agent or Security Trustee or other Finance Party shall assume the same obligations, and become entitled to the same rights, as if it had been an original party to this Deed in such capacity.

12.6New member of the Group

(a)If any subsidiary of any member of the Bank Group (which is not also a member of the Target Group) or any member of the Target Group gives any security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities or otherwise becomes liable in respect of any Liabilities, the other members of the Group party to this Deed will procure that the person giving that assurance or becomes so liable becomes a party to this Deed as a Bank Group Obligor or Target Group Obligor (as the case may be) by executing and delivering to each Facility Agent an Accession Deed.

(b)With effect from the date of acceptance by each Facility Agent of an Accession Deed (which shall in each case be accepted as soon as reasonably practicable after receipt thereof) or, if later the date specified in the Accession Deed, the relevant member of the Bank Group or Target Group (as the case may be) shall assume the same obligations and become entitled to the same rights as if it had been an original party to this Deed as a Bank Group Obligor or Target Group Obligor (as the case may be).

12.7Refinancing

If the facilities made available under the Bank Group Credit Agreement or the Target Group Credit Agreement are refinanced the Borrower may designate any credit agreement under

255

which facilities are made available to refinance such Credit Agreement as a new Bank Group Credit Agreement or Target Group Credit Agreement (as the case may be) and the parties to this Deed shall accept any Accession Deeds necessary to allow the finance parties party to such new Credit Agreement to assume the same rights and obligations as the Finance Parties party to the Credit Agreement being refinanced have under this Deed.

13.NOTICES

13.1Communication of Notices

Each communication to be made hereunder shall be made in writing and unless otherwise stated shall be made by fax or letter.

13.2Delivery of Notices

Any communication or document to be made or delivered by one person to another pursuant to this Deed shall (unless that other person has by 10 Business Days’ prior written notice to the Bank Group Agent and the Target Group Agent specified another address) be made or delivered to that other person at the address specified in respect of such person on the signing pages of this Deed or, in the case of any other person becoming party hereto after the date hereof, in the Deed of Accession or other acceding or amendment and restatement document executed by it and shall be deemed to have been made or delivered when dispatched (in the case of any communication made by fax) or (in the case of any communication made by letter) when left at that address or (as the case may be) five Business Days after being deposited in the post, postage prepaid, in an envelope addressed to it at that address provided that any communication or document to be made or delivered to the Bank Group Agent or the Target Group Agent shall be effective only when received by the Bank Group Agent or the Target Group Agent, as the case may be, and then only if the same is expressly marked for the attention of the department or officer identified with its signature below (or such other department or officer as the Bank Group Agent or the Target Group Agent, as the case may be, shall from time to time specify for this purpose).

14.REMEDIES, WAIVERS & AMENDMENTS

14.1No Waiver

No failure to exercise, nor any delay in exercising, on the part of any Finance Party any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.  The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

14.2Partial Invalidity

If at any time any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, such illegality, invalidity or unenforceability shall not affect or impair the legality, validity or enforceability of the remaining provisions hereof or the legality, validity or enforceability of such provision under the law of any other jurisdiction.

14.3Amendments

The Bank Group Agent and the Target Group Agent may, from time to time, agree to amend this Deed and any amendments so made shall be binding on all the parties hereto, provided that any amendment which would:

256

(a)materially and adversely affect any rights of the Bank Group Finance Parties or impose or vary any obligation on the Bank Group Finance Parties may not be made without the prior written consent of a Bank Group Instructing Group;

(b)materially and adversely affect the rights of the Target Group Finance Parties or impose or vary any obligation on the Target Group Finance Parties, may not be made without the prior written consent of a Target Group Instructing Group;

(c)adversely affect any right, or impose or vary any obligation, of any other party hereto may not be made without the consent of that party.

15.ENGLISH LANGUAGE

Each communication and document made or delivered by one person to another pursuant to this Deed shall be in the English language or accompanied by a translation thereof into English certified (by an officer of the person making or delivering the same) as being a true and accurate translation thereof.

16.THIRD PARTY RIGHTS

It is agreed that otherwise than in circumstances where the requirements of this Deed with regard to assignments and transfers are satisfied, a person who is not a party to this Deed shall have no rights to enforce any of the terms or provisions of this Deed other than those it would have had if the Contracts (Rights of Third Parties) Act 1999 had not come into force.

17.COUNTERPARTS

This Deed may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

18.GOVERNING LAW

This Deed is governed by, and shall be construed in accordance with, English law.

19.JURISDICTION

19.1Courts of England

Each of the members of the Group party to this Deed and the Finance Parties irrevocably agrees for the benefit of each of the Finance Parties that the courts of England shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Deed (respectively “Proceedings” and“Disputes”) and, for such purposes, irrevocably submits to the jurisdiction of such courts.

19.2Waiver of Indemnity

Each of the members of the Group party to this Deed and the Finance Parties irrevocably waives any objection which it might now or hereafter have to Proceedings being brought or Disputes being settled in the courts of England and agrees not to claim that any such court is an inconvenient or appropriate forum.

19.3Proceedings in Other Jurisdictions

The submissions to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of any of the Finance Parties to take Proceedings against any of the members of the Group or any Finance Party in any other court of competent

257

jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

19.4General Consent

Each of the members of the Group and the Finance Parties hereby consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgement which may be made or given in such Proceedings.

19.5Waiver of Immunity

To the extent that any member of the Group or Finance Party may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgement or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), such member of the Group or Finance Party hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

IN WITNESS whereof this Deed has been entered into the day and year first above written and executed in the manner hereinafter appearing.

258

SCHEDULE 1

PART I - THE BANK GROUP LENDERS

PART II - THE TARGET GROUP LENDERS

259

SCHEDULE 2

PART I - BANK GROUP OBLIGORS

PART II - TARGET GROUP OBLIGORS

260

SCHEDULE 3

PART I - BANK GROUP SECURITY

PART II - TARGET GROUP SECURITY

261

SCHEDULE 4

DEED OF ACCESSION

This Deed of Accession dated [     ] is supplemental to an intercreditor deed (the “Intercreditor Deed”) dated [     ] 2004 between the Bank Group Lenders, the Bank Group Hedge Counterparties, the Bank Group Agent, the Bank Group Security Trustee, the Target Group Lenders, the Target Group Hedge Counterparties, the Target Group Agent, the Target Group Security Trustee and members of the Group (as each such term is defined therin) (as may be further amended, supplemented, varied or novated from time to time).

Terms defined in the Intercreditor Deed shall have the same meaning when used in this Deed.

[Name of new member of the Group/new Lender/new Hedge Counterparty/new Facility Agent/new Security Trustee] of [address] hereby agrees with each other person who is or who becomes a party to the Intercreditor Deed in accordance with the terms thereof that with effect on and from the date hereof or on [          ] it will be bound by the Intercreditor Deed as [a member of the Bank Group/Target Group/Bank Group Lender/Target Group Lender/Bank Group Hedge Counterparty/Target Group Hedge Counterparty/Bank Group Agent/Target Group Agent/Bank Group Security Trustee/Target Group Security Trustee] as if it had been an original party to the Intercreditor Deed in such capacity.

Address for notices of [name of new member of the Group etc.] for the purposes of Clause [   ] of the Intercreditor Deed is:

Address:

Telephone Number:

Facsimile Number:

This Deed is governed by and shall be construed in accordance with English law.

IN WITNESS whereof this Deed of Accession has been executed as a deed by the party hereto, and is delivered on the date written above.

EXECUTED AND DELIVERED AS A DEED by

[Name of Party]

Agreed and Accepted by:

For and on behalf of

[Bank Group Agent]

For and on behalf of

[Target Group Agent]

262

SCHEDULE 5

NOTIONAL AMOUNT OF HEDGING LIABILITIES

For hedging transactions, the notional amount of the Liabilities in relation to such transactions shall be the mark-to-market calculation of such Liabilities as determined in accordance with the International Swap Derivatives Association Inc. 1992 or 2002 Master Agreement (Multicurrency-Cross Border).

263

BANK GROUP LENDERS
EXECUTED as a DEED by	)
[     ]	)
acting by:	)
Authorised Signatory
Authorised Signatory
Address:
Fax No.
Attention of:
EXECUTED as a DEED by	)
[     ]	)
acting by:	)
Authorised Signatory
Authorised Signatory
Address:
Fax No.
Attention of:
BANK GROUP HEDGE COUNTERPARTY
EXECUTED as a DEED by	)
[     ]	)
acting by:	)
Authorised Signatory
Authorised Signatory
Address:
Fax No.
Attention of:

264

BANK GROUP AGENT
EXECUTED as a DEED by	)
[     ]	)
acting by:	)
Authorised Signatory
Authorised Signatory
Address:
Fax No.
Attention of:
BANK GROUP SECURITY TRUSTEE
EXECUTED as a DEED by	)
[     ]	)
acting by:	)
Authorised Signatory
Authorised Signatory
Address:
Fax No.
Attention of:
TARGET GROUP LENDERS
EXECUTED as a DEED by	)
[     ]	)
acting by:	)
Director
Director/Secretary
Address:
Fax No.
Attention of:

265

EXECUTED as a DEED by	)
[     ]	)
acting by:	)
Director
Director/Secretary
Address:
Fax No.
Attention of:
TARGET GROUP HEDGE COUNTERPARTY
EXECUTED as a DEED by	)
[     ]	)
acting by:	)
Director
Director/Secretary
Address:
Fax No.
Attention of:
TARGET GROUP AGENT
EXECUTED as a DEED by	)
[     ]	)
acting by:	)
Director
Director/Secretary
Address:
Fax No.
Attention of:
TARGET GROUP SECURITY TRUSTEE
EXECUTED as a DEED by	)
[     ]	)
acting by:	)
Director
Director/Secretary
Address:
Fax No.
Attention of:

266

BANK GROUP
EXECUTED as a DEED by	)
[     ]	)
acting by:	)
Director
Director/Secretary
Address:
Fax No.
Attention of:
TARGET GROUP
EXECUTED as a DEED by	)
[     ]	)
acting by:	)
Director
Director/Secretary
Address:
Fax No.
Attention of:

267

SCHEDULE 15

PRO FORMA BUDGET INFORMATION

BUDGET

UK Bank Group

(£ in millions)

	Note Ref	2005															2006
INCOME STATEMENT		Q1			Q2			Q3			Q4			2005			Q1
Revenue	b	£	—		£	—		£	—		£	—		£	—		£	—
COGS	b	—			—			—			—			—			—
Gross Margin		£	—		£	—		£	—		£	—		£	—		£	—
Gross Margin %		0.0		%	0.0		%	0.0		%	0.0		%	0.0		%	0.0		%
SG&A	b	£	—		£	—		£	—		£	—		£	—		£	—
Segment Profit	b	£	—		£	—		£	—		£	—		£	—		£	—
Other Charges	b	£	—		£	—		£	—		£	—		£	—		£	—
Depreciation and Amortization	c	£	—		£	—		£	—		£	—		£	—		£	—
EBIT		£	—		£	—		£	—		£	—		£	—		£	—

268

		2005										2006
CASH FLOW STATEMENT		Q1		Q2		Q3		Q4		2005		Q1
Segment Profit	b	£	—	£	—	£	—	£	—	£	—	£	—
Net Cash Interest	b	—		—		—		—		—		—
Change in Working Capital	c	—		—		—		—		—		—
Other		—		—		—		—		—		—
Net Operating Cash Flows		£	—	£	—	£	—	£	—	£	—	£	—
Increase in Intangible Assets	b	—		—		—		—		—		—
Increase in Fixed Assets	c	—		—		—		—		—		—
Net Investing Cash Flows		£	—	£	—	£	—	£	—	£	—	£	—
Borrowings	b	£	—	£	—	£	—	£	—	£	—	£	—
Repayments	b	—		—		—		—		—		—
Asset Disposals	c	—		—		—		—		—		—
Permitted Payments to Parent	b	—		—		—		—		—		—
Contributions from Parent	b	—		—		—		—		—		—
Net Financing Cash Flows		£	—	£	—	£	—	£	—	£	—	£	—
Total Cash Flows		£	—	£	—	£	—	£	—	£	—	£	—

269

		2005										2006
BALANCE SHEET		Q1		Q2		Q3		Q4		2005		Q1
Cash	b	£	—	£	—	£	—	£	—	£	—	£	—
Accounts Receivable	b	—		—		—		—		—		—
Prepaid & Other	c	—		—		—		—		—		—
Current Assets		£	—	£	—	£	—	£	—	£	—	£	—
Fixed Assets, net	b	£	—	£	—	£	—	£	—	£	—	£	—
Contributions to Parent	b	—		—		—		—		—		—
Other Assets	b	—		—		—		—		—		—
Total Assets		£	—	£	—	£	—	£	—	£	—	£	—
Accounts Payable	c	£	—	£	—	£	—	£	—	£	—	£	—
Accrued Expenses	c	£	—	£	—	£	—	£	—	£	—	£	—
Interest Payable	b	—		—		—		—		—		—
Current Liabilities		£	—	£	—	£	—	£	—	£	—	£	—
Long Term Debt	b	£	—	£	—	£	—	£	—	£	—	£	—
Other	d	—		—		—		—		—		—
Total Liabilities		£	—	£	—	£	—	£	—	£	—	£	—
Equity	d	—		—		—		—		—		—
Total Shareholders’ Equity		£	—	£	—	£	—	£	—	£	—	£	—
Total Liabilities and Shareholders’ Equity		£	—	£	—	£	—	£	—	£	—	£	—

Notes

The above statements provide limited information concerning certain line items of the UK Bank Group’s budget  (as defined in the Senior Facilities Agreement) according to the following notes:

a = Items will be specific to the Broadcast Group or Excluded Group only

b = Items will be determined specifically without allocation

c = Items will be allocated between the Bank Group, Broadcast and Excluded Group based upon appropriate methodologies as determined by the Board of Directors

d = Items may appear blank because calculation cannot be prepared by the Borrower until some time after the Principal Separation has been consummated as indicated.

Accordingly the starting balance sheet and balance sheets for the budget periods may be incomplete

270

ANNEX

SEPARATION MEMORANDUM

271

SIGNATORIES

THE ULTIMATE PARENT
NTL INCORPORATED
By:	/s/ SCOTT SCHUBERT
Address:	909 Third Avenue
	Suite 2863
	New York
	New York10022
	USA
	Attn:	Legal Notification
with a copy to:	Travers Smith Braithwaite
	10 Snow Hill
	London  EC1A 2AL
	Attn: Spencer Summerfield / Andrew Gregson
and:	Fried Frank Harris Shriver & Jacobson LLP
	One New York Plaza
	New York, New York 10004
	U.S.A.
	Attn: Jeffrey Bagner / Bryan H. Hall
THE BORROWER
NTL INVESTMENT HOLDINGS LIMITED
By:	/s/ NIGEL ROBERTS
Address:	Bartley Wood Business Park
	Bartley Way
	Hook
	Hampshire  RG27 9UP
	Attn:	General Counsel
with a copy to:	Travers Smith Braithwaite
	10 Snow Hill
	London  EC1A 2AL
	Attn: Spencer Summerfield / Andrew Gregson
and:	Fried Frank Harris Shriver & Jacobson LLP
	One New York Plaza
	New York, New York 10004
	U.S.A.
	Attn: Jeffrey Bagner / Bryan H. Hall

THE MANDATED LEAD ARRANGERS
CREDIT SUISSE FIRST BOSTON
By:	/s/ JULIE GAVIN
	/s/ MARISA DREW
Address:	One Cabot Square
	London
	E14 4QJ
Attention:	Kamlesh Vara
Fax:	+44 20 7888 4155
Tel:	+44 20 7888 8316
DEUTSCHE BANK AG LONDON
By:	/s/ JAMES FENNER
	/s/ ALISON HOWE
Address:	Winchester House
	1 Great Winchester Street
	London
	EC2N 2DB
Attention:	Nicholas Wilhelmy
	European Leveraged Loan Portfolio
Fax:	+44 20 7545 1868
Tel:	+44 20 7545 6564

GOLDMAN SACHS INTERNATIONAL
By:	/s/ EMMANUEL BRESSON
Address:	Peters Hill
	1 Carter Lane
	London
	EC4V 5ER
Attention:	Caroline Maw
	(Credit Matters)
Fax:	+44 20 7552 7070
Tel:	+44 20 7552 3881
Attention:	Sally Haynes / Lisa Farrin
	(Operational Matters)
Fax:	+44 20 7552 7070
Tel:	+44 20 7774 1045
MORGAN STANLEY DEAN WITTER BANK LIMITED
By:	/s/ MATHIAS BLUMSCHEIN
Address:	c/o Morgan Stanley Dean Witter Bank Limited
	25 Cabot Square
	London
	E14 4QA
Attention:	Linday Kennedy (Credit)
Fax:	+44 20 7425 7991
Tel:	+44 20 7425 4106
with a copy to:
Attention:	Senior Lending Group
Fax:	+44 20 7677 3089
Tel:	+44 20 7677 3281

BNP PARIBAS
By:	/s/ PAUL GIBBON
	/s/ CHARLOTTE CONLAN
Address:	BNP Paribas London Branch
	10 Harewood Avenue
	London
	NW1 6AA
Attention:	Jeffrey Krogh (Credit)
Fax:	+44 20 7595 5019
Tel:	+44 20 7595 6481
with a copy to:
Attention:	Loans and Agency Desk (Administration)
Fax:	+44 20 7595 6195
Tel:	+44 20 7595 6877/6195
CITIGROUP GLOBAL MARKETS LTD
By:	/s/ MICHAEL LLEWELYN-JONES
Address:	UK Loans Processing Unit
	2nd Floor
	4 Harbour Exchange
	Isle of Dogs
	London
	E14 9GE
Attention:	Jillian Hanley, Sandra Livingstone, Vik Mangia, Aysha Bakhi
Fax:	+44 20 7942 7512
Tel:	+44 20 7500 1093/+44 20 7508 1604/1826/1838

CREDIT LYONNAIS
By:	/s/ STEPHEN TUBB
Address:	Broadwalk House
	5 Appold Street
	London
	EC2A 2DA
Attention:	Stephen Tubb/Katy Brown (Credit)
Fax:	+44 20 7214  7159
Tel:	+44 20 7214  7009
with a copy to:
Attention:	Loans Administration
Fax:	+44 20 7214  6816
Tel:	+44 20 7214  6720/21/23/24
FORTIS BANK S.A./N.V.
By:	/s/ ANDREW WHITE
Address:	23 Camomile Street
	Camomile Court
	London
	EC3A 7PP
Attention:	Andrew White/Dean Byrne (Credit Matters)
Fax:	+44 20 7444  8795
Tel:	+44 20 7444 8750
with a copy to:
Attention:	Richard Long/Jay Passfield (Operations/Administration Matters)
Fax:	+44 20 7444  8810
Tel:	+44 20 7444 8685

GE CAPITAL STRUCTURED FINANCE GROUP LIMITED
By:	/s/ GAURAV RANIWALA
Address:	Clarges House
	6-12 Clarges Street
	London
	W1J 8DH
Attention:	Michelle Lee (Credit)
Fax:	+44 20 7302 6835
Tel:	+44 20 7302 6155
with a copy to:
Attention:	Elizabeth Stoker
Fax:	+44 20 7302 6820
Tel:	+44 20 7302 6418
HSBC BANK PLC
By:	/s/ RICHARD JACKSON
Address:	8 Canada Square
	London
	E14 5HQ
Attention:	Steven Brade (Credit)
Fax:	+44 20 7992 4687
Tel:	+44 20 7991 2987
with a copy to:
Attention:	Loans Administration (Operations/Administration)
Fax:	+44 20 7992 4680
Tel:	+44 20 7991 8289

SOCIETE GENERALE
By:	/s/ EVA REMOND
Address:	41 Tower Hill
	London
	EC3N 4SG
Attention:	Jerry Moore/Sarah Grant (Credit Matters)
Fax:	+44 20 7667 2465
Tel:	+44 20 7676 6123
with a copy to:
Address:	17 Cours Valmy
	92972 Paris La Defense Cedex
	France
Attention:	Gilles Jacob/Abella Sechet (Operations/Administration)
Fax:	+33 142 140 618
Tel:	+33 142 148 091

THE FACILITY AGENT
CREDIT SUISSE FIRST BOSTON
By:	/s/ JULIE GAVIN
	/s/ MARISA DREW
Address:	One Cabot Square
	London
	E14 4QJ
Attention:	Loan Agency Department
Fax:	+44 20 7888 8361
Tel:	+44 20 7888 8398
THE SECURITY TRUSTEE
CREDIT SUISSE FIRST BOSTON
By:	/s/ JULIE GAVIN
	/s/ MARISA DREW
Address:	One Cabot Square
	London
	E14 4QJ
Attention:	Loan Agency Department
Fax:	+44 20 7888 8361
Tel:	+44 20 7888 8398

THE ADMINISTRATIVE AGENT
GE CAPITAL STRUCTURED FINANCE GROUP LIMITED
By:	/s/ GAURAV RANIWALA
Address:	Clarges House
	6-12 Clarges Street
	London
	W1J 8DH
Attention:	Michelle Lee (Credit)
Fax:	+44 20 7302 6835
Tel:	+44 20 7302 6155
with a copy to:
Attention:	Elizabeth Stoker
Fax:	+44 20 7302 6820
Tel:	+44 20 7302 6418

THE LENDERS
CREDIT SUISSE FIRST BOSTON
By:	/s/ JULIE GAVIN
	/s/ MARISA DREW
Address:	One Cabot Square
	London
	E14 4QJ
Attention:	Loan Agency Department
Fax:	+44 20 7888 7257
Tel:	+44 20 7888 8125
DEUTSCHE BANK AG LONDON
By:	/s/ JAMES FENNER
	/s/ ALISON HOWE
Address:	Winchester House
	1 Great Winchester Street
	London
	EC2N 2DB
Attention:	Nicholas Wilhelmy
	European Leveraged Loan Portfolio
Fax:	+44 20 7545 1868
Tel:	+44 20 7545 6564

GOLDMAN SACHS CREDIT PARTNERS L.P.
By:	/s/ EMMANUEL BRESSON
Address:	c/o Goldman Sachs International
	Peters Hill
	1 Carter Lane
	London
	EC4V 5ER
Attention:	Caroline Maw
	(Credit and Operational Matters)
Fax:	+44 20 7552 7070
Tel:	+44 20 7552 3881
MORGAN STANLEY DEAN WITTER BANK LIMITED
By:	/s/ MATHIAS BLUMSCHEIN
Address:	c/o Morgan Stanley Dean Witter Bank Limited
	25 Cabot Square
	London
	E14 4QA
Attention:	Linday Kennedy (Credit)
Fax:	+44 20 7425 7991
Tel:	+44 20 7425 4106
with a copy to:
Attention:	Senior Lending Group
Fax:	+44 20 7677 3089
Tel:	+44 20 7677 3281

MORGAN STANLEY SENIOR FUNDING, INC.
By:	/s/ KEVIN ADESON
Address:	c/o Morgan Stanley Dean Witter Bank Limited
	25 Cabot Square
	London
	E14 4QA
Attention:	Linday Kennedy (Credit)
Fax:	+44 20 7425 7991
Tel:	+44 20 7425 4106
with a copy to:
Attention:	Senior Lending Group
Fax:	+44 20 7677 3089
Tel:	+44 20 7677 3281
BNP PARIBAS
By:	/s/ PAUL GIBBON
	/s/ CHARLOTTE CONLAN
Address:	BNP Paribas London Branch
	10 Harewood Avenue
	London
	NW1 6AA
Attention:	Jeffrey Krogh (Credit)
Fax:	+44 20 7595 5019
Tel:	+44 20 7595 6481
with a copy to:
Attention:	Loans and Agency Desk (Administration)
Fax:	+44 20 7595 6195
Tel:	+44 20 7595 6877/6195

CITIBANK N.A., LONDON
By:	/s/ MICHAEL LLEWELYN-JONES
Address:	UK Loans Processing Unit
	2nd Floor
	4 Harbour Exchange
	Isle of Dogs
	London
	E14 9GE
Attention:	Jillian Hanley, Sandra Livingstone, Vik Mangia, Aysha Bakhi
Fax:	+44 20 7942 7512
Tel:	+44 20 7500 1093/+44 20 7508 1604/1826/1838
CREDIT LYONNAIS
By:	/s/ STEPHEN TUBB
Address:	Broadwalk House
	5 Appold Street
	London
	EC2A 2DA
Attention:	Stephen Tubb/Katy Brown (Credit)
Fax:	+44 20 7214  7159
Tel:	+44 20 7214  7009
with a copy to:
Attention:	Loans Administration
Fax:	+44 20 7214  6816
Tel:	+44 20 7214  6720/21/23/24

FORTIS BANK S.A./N.V.
By:	/s/ ANDREW WHITE
Address:	23 Camomile Street
	Camomile Court
	London
	EC3A 7PP
Attention:	Andrew White/Dean Byrne (Credit Matters)
Fax:	+44 20 7444  8795
Tel:	+44 20 7444 8750
with a copy to:
Attention:	Richard Long/Jay Passfield (Operations/Administration Matters)
Fax:	+44 20 7444  8810
Tel:	+44 20 7444 8685
GE CAPITAL STRUCTURED FINANCE GROUP LIMITED
By:	/s/ GAURAV RANIWALA
Address:	Clarges House
	6-12 Clarges Street
	London
	W1J 8DH
Attention:	Michelle Lee (Credit)
Fax:	+44 20 7302 6835
Tel:	+44 20 7302 6155
with a copy to:
Attention:	Elizabeth Stoker
Fax:	+44 20 7302 6820
Tel:	+44 20 7302 6418

HSBC BANK PLC
By:	/s/ RICHARD JACKSON
Address:	8 Canada Square
	London
	E14 5HQ
Attention:	Steven Brade (Credit)
Fax:	+44 20 7992 4687
Tel:	+44 20 7991 2987
with a copy to:
Attention:	Loans Administration (Operations/Administration)
Fax:	+44 20 7992 4680
Tel:	+44 20 7991 8289
SOCIETE GENERALE
By:	/s/ EVA REMOND
Address:	41 Tower Hill
	London
	EC3N 4SG
Attention:	Jerry Moore/Sarah Grant (Credit Matters)
Fax:	+44 20 7667 2465
Tel:	+44 20 7676 6123
with a copy to:
Address:	17 Cours Valmy
	92972 Paris La Defense Cedex
	France
Attention:	Gilles Jacob/Abella Sechet (Operations/Administration)
Fax:	+33 142 140 618
Tel:	+33 142 148 091

THE L/C BANK
CREDIT SUISSE FIRST BOSTON
By:	/s/ JULIE GAVIN
	/s/ MARISA DREW
Attention:	Loan Agency Department
Fax:	+44 20 7888 7257
Tel:	+44 20 7888 8125

EX-99.2

Exhibit 99.2

CONFORMED COPY

13 April 2004

NTL CABLE PLC
as the Issuer

NTL INVESTMENT HOLDINGS LIMITED

as the Borrower and as High Yield Guarantor

CREDIT SUISSE FIRST BOSTON

as Facility Agent and Bank Group Security Trustee

THE BANK OF NEW YORK

as High Yield Trustee

THE SENIOR LENDERS

THE INTERGROUP DEBTOR

and

THE INTERGROUP CREDITOR

HIGH YIELD

INTERCREDITOR DEED

WHITE & CASE

7-11 Moorgate
London EC2R 6HH

THIS INTERCREDITOR DEED is made on 13 April 2004between the following parties:

(1)NTL CABLE PLC (in its capacity as issuer of the High Yield Notes, the “Issuer”);

(2)NTL INVESTMENT HOLDINGS LIMITED (in its capacity as borrower under the Senior Facilities Agreement, the “Borrower”, and in its capacity as high yield guarantor, the “High Yield Guarantor”);

(3)CREDIT SUISSE FIRST BOSTON (in its capacity as facility agent for the Senior Lenders under the Senior Facilities Agreement);

(4)CREDIT SUISSE FIRST BOSTON (in its capacity as security trustee under the Senior Facilities Agreement);

(5)THE BANK OF NEW YORK (in its capacity as trustee for High Yield Noteholders);

(6)THE SENIOR LENDERS (as defined below);

(7)           THE INTERGROUP DEBTOR (as defined below); and

(8)           THE INTERGROUP CREDITOR (as defined below).

IT IS AGREED as follows:

1.INTERPRETATION

1.1Terms Defined

Terms defined in the Senior Facilities Agreement or (once the facilities made available under the Senior Facilities Agreement have been refinanced in full) the Refinancing Facilities Agreement (each as defined below) shall have the same meaning when used in this Deed unless otherwise defined herein.

1.2Definitions

In this Deed the following terms have the meanings given to them in this Clause.

“Additional Liability” means in relation to a Liability, any liability which arises or is incurred as a result of or in connection with:

(a)any deferral, extension, novation or refinancing of such Liability;

(b)any claim for damages, restitution or otherwise made in connection with such Liability;

(c)any claim against an Obligor or a Target Group Obligor resulting from a recovery by such Obligor or Target Group Obligor or any other person of a payment or discharge in respect of such Liability on the grounds of preference or otherwise; or

(d)any amount (such as post-insolvency interest) which would be included in any of the foregoing but for any discharge, non-provability, unenforceability or non-allowability of the same in any insolvency or other proceedings.

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“Bank Group Default” means any Event of Default (as defined in the Senior Facilities Agreement or any Refinancing Facilities Agreement).

“Bank Group Discharge Date” means the first date on which:

(a)none of the Senior Finance Parties (including any senior finance parties under any Refinancing Facilities Agreement) is under any commitment, obligation or liability (whether actual or contingent) to make advances or provide other financial accommodation to any Obligor under any of the Senior Finance Documents; and

(b)all Bank Group Liabilities (including any Bank Group Liabilities under the Refinancing Facilities Agreement) have been unconditionally and irrevocably paid and discharged in full, provided that for these purposes, regard shall not be had to any unclaimed indemnities, tax gross ups or other similar amounts.

“Bank Group Instructing Group” means an Instructing Group (as defined in the Senior Facilities Agreement or any Refinancing Facilities Agreement).

“Bank Group Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any capacity whatsoever) of the Obligors (or any one or more of them) to the Senior Finance Parties (or any one or more of them) under or in connection with the Senior Finance Documents including, without limitation, any New Senior Liabilities provided pursuant to Clause 8 (New Senior Liabilities) together with any related Additional Liabilities owed to the Senior Finance Parties and together also with all costs, charges and expenses incurred by each of the Senior Finance Parties in connection with the protection, preservation or enforcement of its rights under the Senior Finance Documents.

“Bank Group Security Documents” means the Security Documents (as defined in the Senior Facilities Agreement or any Refinancing Facilities Agreement).

“Bank Group Security Trustee” means Credit Suisse First Boston in its capacity as security trustee under the Senior Facilities Agreement or its successor in such capacity from time to time (or the security trustee under any Refinancing Facilities Agreement from time to time), in each case having become party to this Deed pursuant to Clause 12 (New Parties).

“Closing Transactions” means:

(a)the giving of a guarantee by an Obligor to, or for the benefit of, any Secured Creditor under or pursuant to the Senior Facilities Agreement by way of accession thereto;

(b)the giving of security by an Obligor to, or for the benefit of, any Secured Creditor pursuant to the Security Documents; and

(c)the giving of the High Yield Guarantee or any guarantee of the High Yield Notes by any holding company of the Issuer.

“Creditors” means the Finance Parties and the Subordinated Creditors and any person that becomes party to this Deed in any such capacity pursuant to Clause 12 (Changes to the Parties).

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“Deed of Accession” means a Deed of Accession substantially in the form set out in Schedule 2 (Deed of Accession) or in such other form as each of the Senior Agents and the Borrower shall agree.

“Default Notice” means a written notice substantially in the form set out in Schedule 3 (Form of Default Notice).

“Designated Senior Default” means any event of default in respect of Designated Senior Liabilities.

“Designated Senior Liabilities” means all liabilities which have been designated as such by the Borrower in accordance with Clause 8.2 (Designated Senior Liabilities).

“Enforcement Action” has the meaning given to it in Clause 6.3 (Authorisation to Security Trustee).

“Facility Agent” means Credit Suisse First Boston in its capacity as facility agent under the Senior Facilities Agreement or its successor in such capacity from time to time (or the facility agent under any Refinancing Facilities Agreement from time to time), in each case having become party to this Deed pursuant to Clause 12 (New Parties).

“Fees” means any fees, expenses, costs or commissions payable (i) to any of the Senior Finance Parties by any Obligor under or pursuant to any one or more of the Senior Finance Documents or (ii) to any of the Finance Parties by any Target Group Obligor under or pursuant to the Target Group Finance Documents.

“Finance Documents” means the Senior Finance Documents and the Target Group Finance Documents.

“Finance Parties” means the Senior Finance Parties and the Target Group Creditors.

“Final Discharge Date” means the later of the Senior Discharge Date and the High Yield Discharge Date.

“Hedge Counterparty” means each party to a Hedging Agreement which:

(a)was a Senior Lender (or Affiliate thereof) on the date such Hedging Agreement was entered into or was another bank or financial institution acceptable to the Borrower and the Facility Agent on the date such Hedging Agreement was entered into; and

(b)accedes to this Deed in accordance with the provisions of Clause 12 (Changes to the Parties),

and “Hedge Counterparties” means all such parties.

“Hedge Obligor” means any member of the Bank Group that has entered into a Hedging Agreement.

“Hedging Agreement” means a Hedging Agreement (as defined in the Senior Facilities Agreement) entered into in accordance with the requirements of Clause 24.10 (Hedging) of the Senior Facilities Agreement and in respect of which the obligations assumed by the Hedge Obligor party thereto are the subject of Security.

3

“Hedging Finance Documents” means each Hedging Agreement entered into between a Hedge Counterparty and a Hedge Obligor and the Bank Group Security Documents.

“Hedging Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of any Hedge Obligor to any Hedge Counterparty under or in connection with the Hedging Finance Documents together with any related Additional Liabilities owed to any Hedge Counterparty and together also with all costs, charges and expenses incurred by any Hedge Counterparty in connection with the protection, preservation or enforcement of its rights under the Hedging Finance Documents.

“High Yield Creditor” means each of the High Yield Noteholders and any successor thereto and any permitted assigns, transferees or substitutes thereof or therefor and includes any person to whom any High Yield Debt may be payable or owing (whether or not matured) from time to time.

“High Yield Debt” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Issuer and the High Yield Guarantor or any of them to the High Yield Creditors  (or any High Yield Trustee on behalf of the High Yield Creditors) or any of them under any or all of the High Yield Finance Documents together with any related Additional Liabilities owed to the High Yield Creditors and together also with all costs, charges and expenses incurred by any High Yield Creditor in connection with the protection, preservation or enforcement of its rights under any High Yield Finance Documents.  The High Yield Trustee Direct Claims shall not constitute or be included as High Yield Debt for the purposes of this Deed.

“High Yield Discharge Date” means the date on which all High Yield Debt has been defeased in accordance with the terms of the High Yield Finance Documents and unconditionally and irrevocably discharged in full and each of the High Yield Notes has been terminated or cancelled and the obligations assumed under all High Yield Guarantees have been irrevocably released and discharged, in each case, in accordance with the High Yield Finance Documents and provided that for these purposes, regard shall not be had to any unclaimed indemnities, tax gross-ups or other similar amounts.

“High Yield Finance Documents” means any High Yield Notes, any High Yield Guarantee, any High Yield Indenture and all other documents evidencing the terms of the High Yield Notes, this Deed and any other agreement or document that may be entered into or executed pursuant thereto or in connection therewith.

“High Yield Guarantee” means any unsecured subordinated guarantee of any High Yield Notes, to be executed by the High Yield Guarantor and granted to and for the benefit of any High Yield Trustee (for the benefit of High Yield Noteholders and not for itself) and the High Yield Noteholders.  No High Yield Guarantee shall guarantee the payment of any fees, expenses or indemnities for the benefit of the High Yield Trustee.

“High Yield Guarantee Default” means any event entitling any High Yield Trustee (acting on behalf of High Yield Noteholders for which it acts as trustee) to make a claim or demand for sums due and payable under any High Yield Guarantee in accordance with its terms.

4

“High Yield Guarantee Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the High Yield Guarantor to any High Yield Creditors pursuant to any High Yield Guarantee together with any related Additional Liabilities owed to any High Yield Creditors pursuant to any High Yield Guarantee and together also with all costs, charges and expenses incurred by any High Yield Creditors in connection with the protection, preservation or enforcement of the rights of such High Yield Creditors under the High Yield Finance Documents.

“High Yield Indenture” means a note indenture and/or other instrument pursuant to which any High Yield Notes are issued.

“High Yield Noteholders” means the beneficial owners of any High Yield Notes but not including any holder of any High Yield Notes acting solely as common depository or nominee for any clearing system through which interests in such High Yield Notes are held.

“High Yield Notes” means any senior unsecured high yield notes issued by the Issuer or any other member of the Group and guaranteed by the High Yield Guarantor.

“High Yield Trustee” means The Bank of New York in its capacity as trustee for the High Yield Noteholders or its successor from time to time or any other trustee acting as trustee for any High Yield Noteholders, in each case having become party to this Deed pursuant to Clause 12 (New Parties), and references in this Deed to “High Yield Trustee” shall be construed accordingly.

“High Yield Trustee Amounts” means all amounts incurred by and/or payable to any High Yield Trustee personally and for its own account, by way of costs, charges, expenses or by way of indemnity and remuneration pursuant to the High Yield Trustee Direct Claims or any High Yield Finance Document (but excluding (i) any payment in relation to any unpaid costs and expenses incurred in respect of any litigation by or on behalf of any High Yield Trustee or any High Yield Creditors against any of the Finance Parties and (ii) any payment made directly or indirectly on or in respect of any amounts owing under any High Yield Notes (including principal, interest, premium or any other amounts) to any of the High Yield Noteholders).

“High Yield Trustee Direct Claims” means all claims of any High Yield Trustee payable by the High Yield Guarantor in respect of all amounts payable to it by way of costs, charges or expenses or by way of indemnity and remuneration pursuant to Section 7.07 of the High Yield Indenture dated on or about the date of this Deed or any claims of any High Yield Trustee payable by the High Yield Guarantor in respect of all amounts payable to it by way of costs, charges or expenses or by way of indemnity and remuneration pursuant to any provision which the Senior Agents (acting reasonably) and the Borrower agree corresponds to such section in any other High Yield Indenture in relation to which such High Yield Trustee is trustee.

“Insolvency Event” means any event whereby:

(a)any Obligor makes a general assignment for the benefit of or a composition with its creditors generally or a general moratorium is declared in respect of the Indebtedness of such Obligor;

5

(b)an order is made for the winding-up, dissolution or administration of an Obligor or for the appointment of a liquidator, receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of any or all of its revenues and assets; or

(c)any event occurs which, under the laws of any jurisdiction, has a similar or analogous effect to any of those events mentioned in paragraphs (a) and (b) above.

“Instructing Group” means the Bank Group Instructing Group and/or the Target Group Instructing Group, as the case may be.

“Intergroup Creditor” means the Issuer.

“Intergroup Debtor” means the Borrower.

“Intergroup Default” means any acceleration of, or any demand for repayment of any Intergroup Liabilities by the Intergroup Creditor (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) save where any such demand is solely made to effect a Permitted Payment.

“Intergroup Liabilities” means all present and future obligations constituted by Financial Indebtedness owed by the Intergroup Debtor to the Intergroup Creditor, together with any related Additional Liabilities owed to the Intergroup Creditor and together also with all costs, charges and expenses incurred by the Intergroup Creditor in connection with the protection, preservation or enforcement of its rights in respect of such amounts.

“Liabilities” means any one or more of the Senior Liabilities, the Hedging Liabilities, the High Yield Guarantee Liabilities and the Intergroup Liabilities and “Liability” means any of them.

“Majority High Yield Creditors” means, in respect of the issue of any High Yield Notes, the holders of a majority in principal amount of the then outstanding High Yield Notes under such issue which are entitled to vote in relation to such issue.

“Majority Senior Creditors” means:

(a)prior to the earlier of the Bank Group Discharge Date and the Target Group Discharge Date, the Bank Group Instructing Group and the Target Group Instructing Group;

(b)after the Bank Group Discharge Date, but prior to the Target Group Discharge Date, the Target Group Instructing Group;

(c)after the Target Group Discharge Date but prior to the Bank Group Discharge Date, the Bank Group Instructing Group.

“Mandated Lead Arrangers” means each of the Mandated Lead Arrangers in such capacity under the Senior Facilities Agreement.

“New Senior Liabilities” means credit facilities or other financial accommodation provided by any Finance Party under the Finance Documents to the Borrower after the date of this Deed in accordance with Clause 8 (New Senior Liabilities) which exceeds the total Commitments as at the date of this Deed or in the case of Target Group Creditors the date on

6

which they acceded to this Deed (excluding, for the avoidance of doubt, any credit exposure of such Senior Lender, if any, in its capacity as a Hedge Counterparty, if applicable).

“Obligor” means the Borrower, each Hedge Obligor and the Intergroup Debtor and any person that becomes party to this Deed in any such capacity pursuant to Clause 12 (Changes to the Parties).

“Pari Passu Intercreditor Agreement” means (a) the intercreditor agreement to be dated on or about the effective date of an Integrated Merger Event, entered into between certain members of the Bank Group, certain members of the Target Group, certain of the Senior Finance Parties and certain other parties for the purpose of allowing, upon and following an Integrated Merger Event, up to £1,250,000,000 (or its equivalent in other currencies) in aggregate principal amount of the Target Group Financial Indebtedness and any Target Group Refinancing Indebtedness to be incurred on a senior secured basis ranking pari passu with all amounts outstanding under the Facilities the form of which is scheduled to the Senior Facilities Agreement and (b) to the extent that any Post Merger Target Group Refinancing occurs to refinance any of the Target Group Financial Indebtedness and/or Target Group Refinancing Indebtedness referred to in paragraph (a) in a manner which is not prohibited by the Senior Facilities Agreement or the Refinancing Facilities Agreement (as applicable), or to the extent that the Facilities made available under the Senior Facilities Agreement are refinanced with facilities made available under the Refinancing Facilities Agreement, any intercreditor agreement entered into on substantially similar terms to the intercreditor agreement referred to in paragraph (a) in connection with such refinancing.

“Permitted Payments” means (a) any Permitted Payment (as defined in the Senior Facilities Agreement or the Refinancing Facilities Agreement) or any other payment permitted under Clause 25.5 (Dividends, Distributions and Share Capital) of the Senior Facilities Agreement or any corresponding provision of the Refinancing Facilities Agreement or (b) any payment permitted under any corresponding provision of any Target Group Finance Documents.

“Prohibited Actions” means:

(i)in relation to a High Yield Guarantee Liability:

(a)the payment, repayment or purchase of such High Yield Guarantee Liability or any part thereof;

(b)the discharge by way of set-off, combination of accounts or other similar action with respect to such High Yield Guarantee Liability or any part thereof unless effected pursuant to any mandatory requirement of applicable Law;

(c)the creation or failure to remove or extinguish any Encumbrance in respect of such High Yield Guarantee Liability over any or all of the assets or revenues of the person by whom such High Yield Guarantee Liability is owed;

(d)the giving of any guarantee or other assurance against financial loss in respect of any High Yield Debt (other than the giving of any guarantee by any holding company of the Issuer under any High Yield Indenture);

(e)the amendment, variation, waiver or release of any term of any agreement under which or whereby such High Yield Guarantee Liability is outstanding,

7

subordinated, evidenced, secured or guaranteed, in each case save for amendments of an immaterial or technical nature or which correct a manifest error or as permitted by this Deed;

(f)any action whereby the priority as to payment of such High Yield Guarantee Liability under this Deed is altered or any failure to take any action which would prevent any such alteration; or

(g)any action prohibited in accordance with Clause 6.1 (Restrictions on Enforcement),

provided that, for the avoidance of doubt, Prohibited Actions shall not include any action taken by the High Yield Trustee against the Issuer, any guarantor (other than the High Yield Guarantor) under the High Yield Indenture or the High Yield Guarantor in respect of the High Yield Trustee Direct Claims.

(ii)in relation to an Intergroup Liability:

(a)the payment, repayment or purchase of such Intergroup Liability or any part thereof;

(b)the discharge by way of set-off, combination of accounts or other similar action with respect to such Intergroup Liability or any part thereof unless effected pursuant to any mandatory requirement of applicable law;

(c)the creation of any Encumbrance over any or all of the assets or revenues of the Intergroup Debtor in respect of such Intergroup Liability;

(d)the giving of a guarantee or other assurance against financial loss in respect of such Intergroup Liability;

(e)any action whereby the priority as to payment of such Intergroup Liability under this Deed is altered; or

(f)any action prohibited in accordance with Clause 6.1 (Restrictions on Enforcement).

“Receiver”means any administrator, administrative receiver, receiver and manager or other receiver, whether appointed pursuant to any Security Document, pursuant to any statute, by a court or otherwise, of all or any of the Security Property.

“Refinancing Facilities Agreement” means any facilities agreement under which facilities are made available for the refinancing of the facilities made available under the Senior Facilities Agreement and which is designated as such by the Borrower by notice to the High Yield Trustee and any of the Senior Agents and the Representative who are party to this Deed at such time and provided that the incurrence of such refinancing indebtedness is permitted under the High Yield Finance Documents.

“Representative” means the trustee, representative or agent (if any) in respect of any Designated Senior Liabilities, acting as directed by the appropriate instructing group with respect thereto.

8

“Responsible Officer” when used in this Deed means any officer within the corporate trust and agency department of any High Yield Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of such High Yield Trustee who customarily performs functions similar to those performed by such officers, or to whom any corporate trust matter is referred because of such individual’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Deed and any High Yield Indenture.

“Secured Creditors” means the Finance Parties.

“Secured Obligations”means all present and future obligations and liabilities of the Obligors or any of them to the Secured Creditors or any of them under any or all of the Finance Documents together with all costs, charges and expenses incurred by or payable to any Secured Creditor in connection with the protection, preservation or enforcement of its rights under any Finance Document provided that no obligation or liability shall be included in the definition of “Secured Obligations” to the extent that, if it were so included, the Security (or any part thereof) created by any provision of the Security Documents would be unlawful or prohibited by any applicable law.

“Security” means the security constituted by the Security Documents.

“Security Documents” means the Bank Group Security Documents and the Target Group Security Documents.

“Security Property” means all rights, interests, benefits and other property which are or are, in accordance with the terms of the Security Documents, intended to be the subject of the Security granted by the Issuer or an Obligor or any sum which is received by the Bank Group Security Trustee (or, after the Bank Group Discharge Date, the Target Group Security Trustee) under this Deed, including without limitation:

(a)any rights, interests or other property and the proceeds thereof from time to time assigned, transferred, mortgaged, charged, or pledged to and/or otherwise vested in the relevant Security Trustee under this Deed or any Security Document granted by the Issuer or an Obligor to which the relevant Security Trustee is a party;

(b)any security interest from time to time constituted by or pursuant to or evidenced by any Security Document granted by the Issuer or an Obligor to which the relevant Security Trustee is a party;

(c)any representation, obligation, covenant, warranty or other contractual provision in favour of the relevant Security Trustee (other than any made or granted solely for its own benefit) made or granted in or pursuant to any of the Security Documents granted by the Issuer or an Obligor to which the relevant Security Trustee is a party;

(d)any sum which is received or recovered from the Issuer or Obligor by the relevant Security Trustee under, pursuant to or in connection with any of the Finance Documents and which is held by the relevant Security Trustee upon trust on the terms of this Deed or any Security Document granted by the Issuer or an Obligor to which the relevant Security Trustee is a party; or

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(e)all income and other sums at any time received or receivable by the relevant Security Trustee in respect of the other Security Property (or any part thereof) referred to in this definition.

“Security Trustees” means the Bank Group Security Trustee and the Target Group Security Trustee.

“Security Trust Agreement” means an agreement dated on or about the date hereof made between the Senior Finance Parties and the Bank Group Security Trustee relating to the Security Property.

“Senior Agents” means the Facility Agent and the Target Group Agent.

“Senior Default” means any Bank Group Default and, where applicable, any Target Group Default or any Designated Senior Default.

“Senior Discharge Date” means the later of the Bank Group Discharge Date and the Target Group Discharge Date.

“Senior Facilities Agreement” means the senior facilities agreement dated on or about the date hereof between inter alia the Ultimate Parent, the Borrower, the Mandated Lead Arrangers, the Facility Agent, the Bank Group Security Trustee and the Senior Lenders.

“Senior Finance Documents” means the Finance Documents (as defined in the Senior Facilities Agreement or any Refinancing Facilities Agreement).

“Senior Finance Parties” means the Finance Parties (as defined in the Senior Facilities Agreement or any Refinancing Facilities Agreement).

“Senior Lenders” means:

(a)a bank or financial institution or other person named in Schedule 1 (Senior Lenders) (unless it has ceased to be a party hereto in accordance with the terms hereof); or

(b)a bank or financial institution or other person which has become (and remains) a party hereto as a Senior Lender in accordance with the provisions of Clause 12.5 (New Creditors) hereof and in accordance with the provisions of the Senior Facilities Agreement or any Refinancing Facilities Agreement.

“Senior Liabilities” means the Bank Group Liabilities and the Target Group Liabilities.

“Standstill Period” has the meaning given to it in Clause 6.2 (Permitted Enforcement).

“Subordinated Creditors” means the High Yield Creditors and the Intergroup Creditor.

“Subordinated Liabilities” means (i) the High Yield Guarantee Liabilities payable to any High Yield Trustee (for the benefit of the High Yield Noteholders for which it acts as trustee and not in its individual capacity) pursuant to the High Yield Finance Documents and (ii) the Intergroup Liabilities payable to the Intergroup Creditor pursuant to the documents regulating the Intergroup Liabilities.

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“Target Group Agent” means the agent or representative (if any) for the Target Group Creditors under the Target Group Finance Documents from time to time, having become party to this Deed pursuant to Clause 12 (New Parties).

“Target Group Creditor” means, on or after an Integrated Merger Event and following its accession as a party to this Deed pursuant to Clause 12.6 (New Parties), any of the Target Group Agent, the Target Group Security Trustee and any creditor in respect of Target Group Senior Indebtedness (unless it has ceased to be a party to this Deed in accordance with the terms hereof).

“Target Group Default” means any event of default under the Target Group Finance Documents.

“Target Group Discharge Date” means the first date on which:

(a)none of the Target Group Creditors is under any commitment, obligation or liability (whether actual or contingent) to make advances or provide other financial accommodation to any Target Group Obligor under any of the Target Group Finance Documents; and

(b)all Target Group Liabilities have been unconditionally and irrevocably paid and discharged in full, provided that for these purposes, regard shall not be had to any unclaimed indemnities, tax gross ups or other similar amounts.

“Target Group Finance Documents” means the finance documents evidencing the Senior Liabilities of any Target Group Obligors and the Target Group Security Documents.

“Target Group Instructing Group” mean an instructing group of Target Group Creditors under the Target Group Finance Documents.

“Target Group Liabilities” means, following any accession by any Target Group Creditors to this Deed pursuant to Clause 12.6 (New Parties), all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any capacity whatsoever) constituted by Target Group Senior Indebtedness owed by the Target Group Obligors to any Target Group Creditors together with any Additional Liabilities in respect thereof and together also with all costs, charges and expenses incurred by any Target Group Creditor in connection with the protection, preservation or enforcement of its rights in respect of such amounts.

“Target Group Obligor” means any member of the Target Group who is an obligor in respect of Target Group Senior Indebtedness.

“Target Group Security Documents” means each of the security documents pursuant to which the Target Group Obligors have granted or created any security interest in favour of the Target Group Creditors as security for the discharge of their obligations under the Target Group Finance Documents.

“Target Group Security Trustee” means the security trustee (if any) under the Target Group Finance Documents.

“Target Group Senior Indebtedness” means any senior ranking Financial Indebtedness owed by the Target Group Obligors from time to time to the Target Group Creditors from

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time to time (including any senior ranking Financial Indebtedness incurred to refinance such Financial Indebtedness) and having the benefit of contractual subordination provisions under any intercreditor agreement or other subordination arrangements in respect thereof or, in the absence of any such intercreditor agreement or other subordination arrangements, any Financial Indebtedness owed by the Target Group Obligors to the Target Group Creditors which is secured by the Target Group Security Documents.

1.3References

(a)Any reference in this Deed to (or to any provisions of or definition contained in) any other document shall be construed as a reference to this Deed or that provision, definition or document as in force for the time being and as amended, supplemented, varied and/or novated from time to time but only to the extent that any such amendment, supplement, variation and/or novation has been made in accordance with the terms of this Deed.

(b)Any reference in this Deed to any party to this Deed shall be construed so as to include such party’s and any subsequent successors’ transferees and assigns in accordance with their respective interests.

(c)Any reference in this Deed to the singular shall include the plural and vice versa and any references to any party in the plural shall be construed as references to any such party in the singular for so long as there is no more than one party to this Deed in the capacity in which such party acts.

(d)Any references in this Deed to:

(i)any defined terms including the words “Target Group” or any provisions using such defined terms are intended to be effective following the accession of one or more creditors in respect of Target Group Senior Indebtedness under Clause 12.6 (New Parties);

(ii)the definitions of “Representative” and “Designated Senior Liabilities” or any provisions using such defined terms are intended to be effective following the designation of Designated Senior Liabilities under Clause 8.2 (Designated Senior Liabilities); and

(iii)the definitions of “Refinancing Facilities Agreement” or any provisions using such defined terms are intended to be effective following the designation of a Refinancing Facilities Agreement in accordance with the definition of such term.

1.4Construction

Any reference in this Deed to:

“actual knowledge” of any High Yield Trustee shall be construed to mean that such High Yield Trustee shall not be charged with knowledge (actual or otherwise) of the existence of facts that would impose an obligation on it to make any payment or prohibit it from making any payment unless a Responsible Officer of such High Yield Trustee has received two

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Business Days’ written notice that such payments are required or prohibited by this Deed or the High Yield Indenture.

“costs”, “charges”, “remuneration” or “expenses” include any value added, turnover or similar tax charged in respect thereof.

“tax” shall be construed so as to include any tax, levy, impost, duty or other charge of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

a “person” shall be construed as a reference to any person, firm, company, corporation, government, state or agency of state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing; and

the “winding-up”, “dissolution” or “administration” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business, including the seeking of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection from creditors or relief of debtors.

2.PRIORITIES AND SUBORDINATION

2.1Priorities and Subordination

Each of the parties to this Deed hereby agrees and acknowledges that, save as expressly provided to the contrary in this Deed, the following order of priorities shall apply to the liabilities referred to below which shall be paid and discharged in the following order:

(i)first, the Senior Liabilities, pari passu without any priority amongst themselves (but without prejudice to any alternative arrangements provided in the Pari Passu Intercreditor Agreement);

(ii)second, the High Yield Guarantee Liabilities, pari passu with any other senior subordinated obligations of the High Yield Guarantor and without any priority amongst themselves; and

(iii)third, the Intergroup Liabilities,

and that as between the parties to this Deed such order of priorities shall prevail irrespective of whether or not an Insolvency Event shall have occurred, so that before and after the occurrence of an Insolvency Event, but save as expressly provided to the contrary in this Deed, a liability which ranks after other liabilities in the foregoing order of priorities shall be subordinate in right of payment to those other liabilities.

2.2Priorities not affected

The order of priorities set out in Clause 2.1 (Priorities and Subordination) shall apply irrespective of (a) the date on which this Deed or any of the Finance Documents or High Yield Finance Documents was executed, registered or notice thereof was given to any person and (b) unless otherwise provided in this Deed, any reduction or increase in any of the Senior

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Liabilities and/or the High Yield Guarantee Liabilities or any amendment or variation of any of their terms.

2.3Liabilities not affected

Each of the parties to this Deed hereby agrees and acknowledges that:

(a)notwithstanding any term of this Deed postponing, subordinating or prohibiting the payment of any of the Subordinated Liabilities, each Subordinated Liability shall, as between the Obligor by whom it is owed and the Subordinated Creditor to whom it is owed, remain owing in accordance with its terms and interest and default interest will accrue accordingly; and

(b)no delay in exercising any rights or remedies under the High Yield Finance Documents or any of the documents regulating the Intergroup Liabilities by reason of any term of this Deed postponing, restricting or prohibiting such exercise shall operate as a waiver of any of those rights and remedies.

3.UNDERTAKINGS

3.1Subordinated Liabilities

Until the Senior Discharge Date, except as the Majority Senior Creditors shall previously have consented in writing, and subject to Clause 6.2 (Permitted Enforcement), no Obligor will take nor permit any Intergroup Creditor, nor cooperate with any Subordinated Creditor to take, any Prohibited Action in relation to any Subordinated Liability except:

(a)to the extent contemplated by Clause 4 (Permitted Payments); and

(b)to the extent any Prohibited Action is otherwise permitted under paragraphs (b), (c) and (d) of Clause 3.6 (Obligations of the Subordinated Creditors).

3.2Hedging Liabilities

Until the Bank Group Discharge Date in respect of the Liabilities incurred under the Senior Facilities Agreement, except as a Bank Group Instructing Group shall previously have consented in writing and subject to Clause 6.2 (Permitted Enforcement), no Obligor will pay, repay or prepay (other than pursuant to a prepayment arising due to the prepayment of any obligations hedged under any Hedging Agreements) any of the Hedging Liabilities except as contemplated in Clause 3.3 (Obligations of a Hedge Counterparty).

3.3Obligations of a Hedge Counterparty

Until the Bank Group Discharge Date in respect of the Liabilities incurred under the Senior Facilities Agreement and except as a Bank Group Instructing Group shall previously have consented in writing and subject to Clause 6.2 (Permitted Enforcement), a Hedge Counterparty will not demand or receive any payment, prepayment (other than a prepayment arising due to the prepayment of any obligations hedged under any Hedging Agreements) or repayment in respect of the Hedging Liabilities except:

(a)to the extent contemplated by Clause 4 (Permitted Payments);

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(b)in respect of the proceeds of the Security Property distributed by the Bank Group Security Trustee pursuant to and in accordance with Clause 6.4 (Application of Proceeds);

(c)in respect of scheduled payments arising under the terms of the relevant Hedging Agreement including any fees, costs and expenses (disregarding for this purpose any amendments made after the original execution date of the Hedging Agreements other than those expressly permitted by this Deed); or

(d)by way of the exercise of any right to terminate or close out any hedging transaction under the Hedging Agreements prior to its stated maturity (whether by reason of the relevant Hedge Obligor becoming a “Defaulting Party” thereunder or otherwise) in circumstances where any of the Senior Liabilities shall first have been declared due and payable pursuant to Clause 27.17 (Acceleration) of the Senior Facilities Agreement.

3.4Matters relating to the Hedging Arrangements

Each Hedge Obligor and each Hedge Counterparty agrees that (save as a Bank Group Instructing Group shall previously have consented in writing):

(a)any Hedging Agreement:

(i)shall be in the form of an Acceptable Hedging Agreement;

(ii)will provide for “two way payments” in the event of a termination of any transaction entered into under that Hedging Agreement; and

(iii)will include an Event of Default (as defined in the Senior Facilities Agreement) as an Event of Default (as defined therein);

(b)if upon termination of any transaction entered into under a Hedging Agreement effected following an Event of Default (as defined therein), a settlement amount or other amount falls due from the relevant Hedge Counterparty to the relevant Hedge Obligor, that amount shall be paid to the Bank Group Security Trustee and treated as if it were the proceeds of enforcement of the security conferred by the Security Documents and applied in accordance with Clause 6.4 (Application of Proceeds); and

(c)the relevant Hedge Counterparty will exercise any rights it may have to terminate the hedging transactions under the Hedging Agreement (unless a Bank Group Instructing Group otherwise agrees or requires) as soon as reasonably practicable after the date on which the Facility Agent serves a notice confirming that any of the Senior Liabilities have been declared due and payable under the Senior Facilities Agreement;

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3.5Provision of Hedging Agreements

Each Hedge Obligor agrees to provide the Bank Group Security Trustee with copies of Hedging Finance Documents as soon as reasonably practicable after the execution thereof.

3.6Obligations of the Subordinated Creditors

Until the Senior Discharge Date, and save as the Majority Senior Creditors shall previously have consented in writing, no Subordinated Creditors will agree to or take the benefit of any Prohibited Action by an Obligor with respect to any Subordinated Liability except:

(a)to the extent contemplated by Clause 4 (Permitted Payments); or

(b)in respect of the Closing Transactions or otherwise by way of taking, accepting or receiving the benefit of any additional Encumbrances or guarantees in circumstances where such Encumbrance or guarantee is granted for the full benefit of all of the Secured Creditors in accordance with the ranking specified in this Deed; or

(c)if and to the extent otherwise expressly permitted by this Deed (including, without limitation, Clause 6.2 (Permitted Enforcement)); or

(d)with regard to receipt of monies distributed by the Bank Group Security Trustee (or, after the Bank Group Discharge Date, the Target Group Security Trustee) for the benefit of the Secured Creditors pursuant to and in accordance with Clause 6.4 (Application of Proceeds).

3.7Undertakings to the Security Trustees

Each Secured Creditor and each Obligor (as the case may be) gives the following undertakings to the Security Trustees:

(a)it shall provide each Security Trustee with all directions and information as such Security Trustee may reasonably require for the purposes of carrying out its duties and obligations under this Deed and the Security Documents;

(b)it shall not take any proceedings or seek to assert any claim against any officer or employee or agent of either Security Trustee in respect of any claim it might have against such Security Trustee or in respect of any act or omission of any kind (including gross negligence or wilful misconduct) by that officer, employee or agent in relation to any Finance Document; and

(c)it shall give notice to the Security Trustees and the Senior Agents promptly upon its becoming aware of the occurrence or remedying of a Senior Default,

and acknowledges that each Security Trustee has entered into this Deed in reliance on the undertakings set out in this Clause 3.7.

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4.PERMITTED PAYMENTS

4.1Permitted Payments prior to the Senior Discharge Date

Subject to Clause 4.2 (Suspension of Permitted Payments prior to the Senior Discharge Date), Clause 5.1 (Turnover) and Clause 5.3 (Failure of Trusts):

(a)the Intergroup Debtor may pay in cash to the Intergroup Creditor and the Intergroup Creditor may receive and retain (or apply in respect of any liability) payments received from the Intergroup Debtor:

(i)provided that no Senior Default has occurred and is continuing or is likely to occur as a result thereof, in respect of any Permitted Payments; or

(ii)at any time after the occurrence of a Senior Default, in respect of any Permitted Payments to the extent necessary for the purposes of making any payments under Clause 4.2 (Suspension of Permitted Payments prior to the Senior Discharge Date) below; or

(iii)in respect of any Permitted Payment which, under the terms of the Senior Facilities Agreement, may be made whilst an Event of Default is continuing;

provided that the payments permitted by paragraph (i) above may also be made whilst a Target Group Default is continuing if the provisions of the Target Group Finance Documents do not restrict payments from the Intergroup Debtor to the Intergroup Creditor;

(b)the High Yield Guarantor may pay and any High Yield Trustee may on behalf of the High Yield Creditors and such High Yield Trustee may receive and retain payments in respect of any High Yield Guarantee Liabilities then due and owing;

(c)notwithstanding any other term of this Deed, the Intergroup Liabilities may be:

(i)reduced or cancelled in consideration of the issue of one or more shares or other securities by the Intergroup Debtor to the Intergroup Creditor or by any waiver of any such Intergroup Liabilities or by the making of any capital contribution by the Intergroup Creditor to the Intergroup Debtor;

(ii)converted into loan stock or convertible unsecured loan stock or, if so converted, may be converted back into debt; or

(iii)discharged in consideration for the receipt of any cash received pursuant to a Funding Passthrough or any non-cash asset received pursuant to an Asset Passthrough (or pursuant to any corresponding definition in the Refinancing Facilities Agreement, or after the Bank Group Discharge Date, any Target Group Finance Documents),

provided that where the Intergroup Creditor has granted security to any Security Trustee pursuant to any Security Document over its right, title and benefit to the relevant Intergroup Liabilities, any action referred to in sub-paragraphs (i) and (ii) above shall only be permitted to the extent that the relevant asset into which the Intergroup Liabilities are converted, or in consideration for which they are discharged,

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(if any) are subject to existing Security in favour of that Security Trustee or will be made subject to Security in favour of that Security Trustee (in form and substance substantially similar to the existing Security in favour of that Security Trustee or otherwise in form and substance as may be reasonably required by the relevant Senior Agent) within 10 Business Days of such conversion.

(d)For the avoidance of doubt, the High Yield Guarantor may make, and any High Yield Trustee may receive and retain, any payment in respect of the High Yield Trustee Direct Claims then due and owing to it.

4.2Suspension of Permitted Payments prior to the Senior Discharge Date

Subject to Clause 5 (Turnover) and Clause 7 (Subordination on Insolvency), except with the prior consent in writing of the Majority Senior Creditors (and the Representative, if applicable), prior to the Senior Discharge Date no Obligor may on any date make any payments, which would otherwise be permitted by paragraphs (a) or (b) of Clause 4.1 (Permitted Payments prior to the Senior Discharge Date) if:

(a)any of the Senior Liabilities or Designated Senior Liabilities due and payable on or prior to such date are unpaid; or

(b)following the occurrence of a Senior Default and where the same is continuing, any of the Senior Agents (acting on the instructions of the relevant Instructing Group) or, if applicable the Representative, serves a Default Notice on the High Yield Trustee(s) until the earliest date on which:

(i)paragraph (a) does not apply; and

(ii)one of the following applies:

(A)179 days have elapsed since the service of such Default Notice or, if earlier, where a Standstill Period (as defined in Clause 6.2 (Permitted Enforcement)) is in effect at any time during that 179 day period, the date on which that Standstill Period expires;

(B)in the case of a Senior Default (other than a cross-default under the Senior Finance Documents on account of a Target Group Default or a Designated Senior Default or a cross-default under the Target Group Finance Documents on account of a Bank Group Default or a Designated Senior Default or a cross-default in respect of the Designated Senior Liabilities on account of a Bank Group Default or a Target Group Default) the relevant Senior Agent (acting on the instructions of the relevant Instructing Group) or the Representative (as applicable) has confirmed in writing to the Issuer, the High Yield Trustee(s), the other Senior Agent and the Representative (if applicable) that the relevant Senior Default has been remedied or waived by the relevant Instructing Group in writing or such Senior Default is no longer continuing;

(C)whichever of the Senior Agents or the Representative has served the Default Notice cancels such Default Notice by notice in writing to the

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High Yield Trustee(s), the Issuer, the other Senior Agent and the Representative; or

(D)the Senior Discharge Date occurs,

provided that, unless otherwise agreed by the High Yield Trustee (acting on the instructions of the Majority High Yield Creditors in respect of the issue of High Yield Notes in respect of which such High Yield Trustee acts as trustee):

(x)no more than one Default Notice may be served with respect to the same particular event or circumstances by a Senior Agent or the Representative whether in relation to the same Senior Default or not, but without prejudice to the ability of either Senior Agent or the Representative to issue a Default Notice in respect of any other particular event or set of circumstances and without prejudice to the ability of the Senior Agent and/or the Representative who did not serve the original Default Notice to serve a Default Notice in respect of the same particular event or circumstance; and

(y)a Default Notice may not be served by a Senior Agent or the Representative in reliance on a particular Senior Default more than 45 days after the relevant Senior Agent, or the Representative (as the case may be), has received notice in writing from any other party hereto specifying the event of default constituting that Senior Default and specifying that it constitutes a Bank Group Default, a Target Group Default or a Designated Senior Default; and

(z)a Default Notice may not be issued by a Senior Agent or the Representative less than 360 days after the service of a prior Default Notice by that Senior Agent or the Representative relating to a Senior Default which was existing at the time of such prior Default Notice, unless such Senior Default has been remedied or is no longer continuing for at least 180 days prior to the service of the proposed new Default Notice.

4.3Senior Default

Notwithstanding the terms of the Finance Documents, it is agreed that prior to the Senior Discharge Date, unless otherwise agreed by the Majority Senior Creditors, after the service of a notice under Clause 27.17 (Acceleration) of the Senior Facilities Agreement (or the corresponding provision of the Refinancing Facilities Agreement) following the occurrence of a Bank Group Default or a notice under the corresponding provision of the Target Group Finance Documents following the occurrence of a Target Group Default:

(a)all amounts payable under the Finance Documents by the Issuer or an Obligor;

(b)all proceeds of enforcement of the Security Documents granted by the Issuer or an Obligor; and

(c)any payment or distribution of any kind or character, whether in cash, securities or other property which is payable or deliverable under or with respect to the Senior

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Liabilities or the Subordinated Liabilities or any part thereof by any Obligor or the Issuer or its estate or any liquidator, receiver or like officer consequent upon its winding-up,

shall forthwith be paid or delivered direct to the Bank Group Security Trustee (or, after the Bank Group Discharge Date, the Target Group Security Trustee) for the benefit of the Secured Creditors subject, in the case of the High Yield Trustee, to Clause 20 (High Yield Trustee) for application pursuant to and in accordance with Clause 6.4 (Application of Proceeds).

5.TURNOVER

5.1Turnover

Subject, in the case of the High Yield Trustee, to Clause 20 (High Yield Trustee), if at any time prior to the Senior Discharge Date:

(a)any Subordinated Creditor receives in respect or on account of, any Subordinated Liabilities a payment or distribution (in cash or in kind) from any Obligor which is not permitted by Clause 4 (Permitted Payments) and which is not made in accordance with the provisions of Clause 6.4 (Application of Proceeds); or

(b)any Obligor or its estate or any liquidator, receiver or like officer consequent upon its winding-up makes any payment or distribution (in cash or in kind) in respect or on account of any of the Subordinated Liabilities which is not permitted by Clause 4 (Permitted Payments) or which is not made in accordance with the provisions of Clause 6.4 (Application of Proceeds),

the receiving Creditor or each High Yield Trustee will forthwith pay (after deducting from the amount received or recovered the costs, liabilities and expenses (if any) incurred by such High Yield Trustee or the relevant Creditor in recovering such amount), all such amounts to the Bank Group Security Trustee for the benefit of the Secured Creditors (or, after the Bank Group Discharge Date, the Target Group Security Trustee) which will be held on trust for application in accordance with Clause 6.4 (Application of Proceeds) (and pending such payment to the relevant Security Trustee, the receiving Creditor or such High Yield Trustee, as the case may be, will hold the amount received on trust for the purposes of this Deed).

5.2Subrogation

(a)If the Senior Liabilities are wholly or partially paid out of any proceeds received in respect or on account of the Subordinated Liabilities owing to one or more of the Subordinated Creditors, such Subordinated Creditor shall to that extent be subrogated to the rights of the Finance Parties in respect of the Senior Liabilities so paid, including all security for those Senior Liabilities, but no Subordinated Creditor may exercise those subrogation rights or receive any payments in respect thereof on or before the Senior Discharge Date without the prior written consent of the Senior Agents and the Security Trustees.

(b)To the extent that any subrogation contemplated in paragraph (a) above does not occur for any reason, as between the Obligors and the Subordinated Creditors, either the Subordinated Liabilities will be deemed not to have been reduced or discharged to

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the extent of any payment or distribution to the Bank Group Security Trustee (or, after the Bank Group Discharge Date, the Target Group Security Trustee) for the benefit of the Secured Creditors under Clause 5.1 (Turnover) or the Obligors will fully indemnify each of the Subordinated Creditors upon demand for the amount of any payment or distribution to the relevant Security Trustee under Clause 5.1 (Turnover).

(c)The Obligors hereby agree that they shall not exercise any rights of subrogation in relation to any claim they may have pursuant to this Clause 5.2, under applicable law or otherwise until after the Final Discharge Date shall have occurred.

5.3Failure of Trusts

Subject, in the case of each High Yield Trustee, to Clause 20 (High Yield Trustee), if for any reason any trust which is to arise (pending payment of any amount to the Bank Group Security Trustee for the benefit of the Secured Creditors) (or, after the Bank Group Discharge Date, the Target Group Security Trustee) pursuant to Clause 5.1 (Turnover), Clause 6.2(Permitted Enforcement) or Clause 6.11 (Preservation of Liabilities) of this Deed fails or for any reason cannot be given effect to (including without limitation, by reason of the Laws of any jurisdiction in which any Security Property may be situate), the relevant Creditor will pay to the Bank Group Security Trustee (or, after the Bank Group Discharge Date, the Target Group Security Trustee) and such Security Trustee shall hold for and to the order of the Secured Creditors for application in accordance with Clause 6.4 (Application of Proceeds), an amount equal to the amount (or as the case may be transfer value of the relevant property) intended to be so held on trust.

6.ENFORCEMENT

6.1Restrictions on Enforcement

None of the Hedge Counterparties will, prior to the Bank Group Discharge Date in respect of Liabilities incurred under the Senior Facilities Agreement without the prior written consent of a Bank Group Instructing Group, and none of the Subordinated Creditors will, prior to the Senior Discharge Date without the prior written consent of the Majority Senior Creditors and the Representative (where applicable), and in each case subject to Clause 6.2 (Permitted Enforcement):

(a)accelerate any of the Subordinated Liabilities or otherwise declare any of the Subordinated Liabilities due and payable prior to their stated maturity whether on an event of default or otherwise (but without prejudice to the ability of the Intergroup Creditor to demand repayment of the Intergroup Liabilities to give effect to a Permitted Payment);

(b)enforce any of the Hedging Liabilities or High Yield Guarantee Liabilities (in this Clause, the “relevant Liabilities”) by execution or otherwise or sue for or institute legal proceedings to recover all or any part of the relevant Liabilities;

(c)exercise any right to crystallise, or require the Security Trustees to crystallise, any floating charge created pursuant to the Security Documents;

(d)exercise any right to enforce, or require the Security Trustees to enforce, any Encumbrance created pursuant to the Security Documents by sale, possession,

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appointment of a receiver or otherwise, or any rights under or pursuant to the provisions of any High Yield Guarantee in relation to all or any part of the High Yield Debt;

(e)petition for (or vote in favour of any resolution for) or initiate or support or take any steps with a view to any insolvency, liquidation, reorganisation, administration or dissolution proceedings or any voluntary arrangement or assignment for the benefit of creditors or any similar proceedings involving an Obligor; or

(f)exercise the remedy of foreclosure in respect of any asset the subject of an Encumbrance created pursuant to any Security Document.

6.2Permitted Enforcement

Notwithstanding the provisions of Clause 6.1 (Restrictions on Enforcement) or any other Clause of this Deed, if a default under the High Yield Indenture or a Hedging Agreement or an Intergroup Default (in each case in this Clause, a “relevant Default”) has occurred and is continuing unremedied and unwaived, any High Yield Trustee or the Intergroup Creditor may take any action which it is entitled to take with respect to such relevant Default in relation to the Subordinated Liabilities, including without limitation as to the acceleration or closing out of any such Subordinated Liabilities and any Hedge Counterparty may take any action which it is entitled to take with respect to any such relevant Default relating to the Hedging Liabilities, including without limitation, the acceleration or closing out of any such Hedging Liabilities, which would otherwise be prohibited by this Deed if:

(a)	(i)	in the case of any Hedge Counterparty, the Bank Group Discharge Date has occurred or, in the case of any High Yield Trustee or the Intergroup Creditor, the Senior Discharge Date has occurred; or
	(ii)	an Insolvency Event has occurred; or
	(iii)	any Senior Liabilities have been declared to be due and payable (x) under Clause 27.17 (Acceleration) or due or payable on demand under Clause 27.18 (Repayment on Demand) of the Senior Facilities Agreement or any corresponding provision of the Refinancing Facilities Agreement) or (y) under any corresponding provisions of the Target Group Finance Documents; or
	(iv)	the Senior Lenders have exercised any right to enforce any Encumbrance created pursuant to the Bank Group Security Documents or the Target Group Creditors have exercised any similar enforcement right pursuant to the Target Group Security Documents; or
(b)	(i)	any High Yield Trustee (on behalf of any High Yield Noteholder), the Intergroup Creditor or any Hedge Counterparty has served a notice on each of the Senior Agents and the Representative specifying the relevant Default concerned; and
	(ii)	a period (a “Standstill Period”) of 179 days has elapsed from the date the Senior Agents and the Representative received the notice relating to such relevant Default; and

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(iii) at the end of the Standstill Period, the relevant Default is continuing unremedied or unwaived,

provided always that any amounts received in respect of Subordinated Liabilities or Hedging Liabilities as a result of action permitted to be taken under this Clause 6.2 shall promptly upon receipt be paid by the relevant Creditor (or, subject to Clause 20 (High Yield Trustee) any High Yield Trustee on behalf of the High Yield Noteholders for which it acts as trustee) to the Bank Group Security Trustee  (or, after the Bank Group Discharge Date, the Target Group Security Trustee) for the benefit of the Secured Creditors to hold upon trust for application in accordance with Clause 6.4 (Application of Proceeds) (and pending such payment to the Bank Group Security Trustee (or, after the Bank Group Discharge Date, the Target Group Security Trustee), such Creditor will save as specified otherwise hold the amount received on trust for the purposes of this Deed).

6.3Authorisation to Security Trustee

(a)Subject to the terms of the Pari Passu Intercreditor Agreement and the Finance Documents, at any time after a Bank Group Default or Target Group Default has occurred and whilst it is continuing, the relevant Security Trustee may take such steps as it deems necessary or advisable:

(i)to perfect or enforce any of the Security granted in its favour;

(ii)to effect any disposal or realisation or enforcement of any of the Liabilities (including by any acceleration thereof);

(iii)to collect and receive any and all payments or distributions which may be payable or deliverable in relation to any of the Liabilities; or

(iv)otherwise to give effect to the intent of this Deed,

(each, an “Enforcement Action”) provided always that:

(A)each Security Trustee may refrain from enforcing the Security unless and until instructed to do so by the relevant Instructing Group; and

(B)if the relevant Instructing Group instructs the relevant Security Trustee to enforce the Security, it may do so in such manner as it deems fit and (x) in respect of the Senior Finance Parties, having regard prior to the Bank Group Discharge Date solely to their interests as Senior Finance Parties or (y) in respect of the Target Group Creditors, having regard prior to the Target Group Discharge Date solely to their interests as Target Group Creditors.  Neither the Bank Group Security Trustee, the Target Group Security Trustee, the Senior Agents nor any other Secured Creditor shall be responsible to the High Yield Noteholders or the Intergroup Creditor for any failure to enforce or to maximise the proceeds of any enforcement, and may cease any such enforcement at any time.  For the avoidance of doubt, the provisions of this Clause 6 shall not require the release by the Ultimate Parent, any other holding company of the Issuer or the Issuer from any of their obligations and/or liabilities under the High Yield Indenture,

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(b)Subject to the terms of the Pari Passu Intercreditor Agreement, if in connection with any Enforcement Action specified in Clause 6.5 (Release of Security on Enforcement):

(i)either Security Trustee (or any receiver or any administrator) sells or otherwise disposes of (or proposes to sell or otherwise dispose of) any asset under any Security Document; or

(ii)a member of the Group sells or otherwise disposes of (or proposes to sell or otherwise dispose of) any asset at the request of either Security Trustee (acting on the instructions of the relevant Instructing Group),

the relevant Security Trustee may and is hereby irrevocably authorised on behalf of each party to this Deed to:

(A)release the Security created pursuant to the Security Documents over the relevant asset (but not the proceeds from the sale thereof); and

(B)if the relevant asset comprises all of the shares in the capital of a member of the Group, release that member of the Group and any of its Subsidiaries from all of their respective past, present and future liabilities and/or obligations (both actual and contingent) as borrowers or guarantors of the whole or any part of any Liabilities (including any liability to any other member of the Group by way of guarantee) and release any Security granted by that member of the Group and any of its Subsidiaries over any of their respective assets under any Security Document (but not the proceeds from the sale thereof).

The net cash proceeds of sale or disposal in relation to any Security granted by the Issuer or an Obligor shall be applied in or towards payment of the Liabilities in accordance with Clause 6.4  (Application of Proceeds).

(c)Each party to this Deed shall promptly enter into any release and/or other document and take any action which either Security Trustee may reasonably require to give effect to paragraph (b) above.

(d)No such release under paragraph (b) above will affect the obligations and/or liabilities of:

(i)any other member of the Group to the Secured Creditors and/or Subordinated Creditors and/or any High Yield Trustee; or

(ii)any Subordinated Creditors to the Secured Creditors.

(e)Nothing in this Clause 6.3 shall require the release of any High Yield Guarantee or any Additional Subsidiary Guarantees (as defined in the High Yield Indenture) other than in accordance with the provisions of Clause 6.5 (Release of Security on Enforcement).

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6.4Application of Proceeds

Notwithstanding the terms of the Security Documents or the Pari Passu Intercreditor Agreement, all amounts held or received by the Bank Group Security Trustee for the benefit of the Secured Creditors (or, after the Bank Group Discharge Date, the Target Group Security Trustee) pursuant to the terms of this Deed and, subject to the rights of the holders of any prior or preferential Encumbrances or other creditors, the net proceeds of enforcement of Security granted by the Issuer or an Obligor shall be applied by the relevant Security Trustee (or any Receiver on its behalf) in accordance with this Deed in the following order of priority, in each case, until such amounts have been repaid and discharged in full:

Firstin or towards payment pari passu to:

(i)the Bank Group Security Trustee in respect of any amounts payable to it in its personal capacity (and all interest thereon as provided for in the Senior Finance Documents) and any Receiver, attorney or agent under or in connection with this Deed or any of the Bank Group Security Documents (including without limitation, in connection with the perfection, preservation or enforcement of the Security);

(ii)the Target Group Security Trustee in respect of any amounts payable to it in its personal capacity (and all interest thereon as provided for in the Target Group Finance Documents) and any Receiver, attorney or agent under or in connection with this Deed or any of the Target Group Security Documents (including without limitation, in connection with the perfection, preservation or enforcement of the Security); and

(iii)          the High Yield Trustee(s) in respect of High Yield Trustee Amounts;

Secondin or towards payment of any Fees;

Third for application in or towards discharge of the Senior Liabilities pari passu without any priority amongst themselves but without prejudice to any alternative arrangements provided for in the Pari Passu Intercreditor Agreement;

Fourthin or towards payment to the High Yield Trustee(s) for payment to the High Yield Noteholders, to be applied in or towards discharge of the High Yield Guarantee Liabilities (notwithstanding any release of the High Yield Guarantee pursuant to the High Yield Indenture) pari passu without any priority amongst themselves;

Fifthin or towards payment to the Intergroup Creditor for application in or towards discharge of the Intergroup Liabilities; and

Sixthin payment to the relevant Obligor(s) or other person(s) entitled thereto.

The Obligors and the Subordinated Creditors acknowledge and agree to the provisions of Clause 2.1 (Priorities and Subordination) and this Clause 6.4.

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6.5Release of Security on Enforcement

(a)Subject to paragraph (b) below (and, in the case of the Security, to the Pari Passu Intercreditor Agreement), if, pursuant to or for the purpose of any Enforcement Action taken or to be taken by any Security Trustee in accordance with this Deed, the relevant Security Trustee requires the release of any High Yield Guarantee or any of the Security, each party to this Deed shall promptly enter into any release and/or other document and take such other action as the relevant Security Trustee may reasonably require, provided that the High Yield Creditors and each High Yield Trustee shall only be required to do so if the requirements of paragraphs (b) to (d) of this Clause 6.5 are satisfied.

(b)The High Yield Creditors will be deemed to have authorised any release described in paragraph (a) above, the High Yield Guarantor will automatically and unconditionally be released from all its obligations under each High Yield Guarantee and each High Yield Guarantee shall be terminated and irrevocably discharged in fullsubject to paragraph (d) below, and concurrently with one or more of the following:

(i)all of the shares of the High Yield Guarantor (or any Holding Company of it) are sold pursuant to Enforcement Action by the relevant Security Trustee or all or substantially all of its assets are sold pursuant to Enforcement Action by either Security Trustee, in each case, under the Security Documents and:

(A)the proceeds of such sale received by the relevant Security Trustee are in cash (or substantially all cash) and are applied in accordance with Clause 6.4 (Application of Proceeds);

(B)the High Yield Guarantor is released from its obligations in respect of any other Indebtedness of Communications Cable Funding Corp, the Issuer and any other Restricted Subsidiary (each as defined in the High Yield Indenture), provided that nothing in this Deed shall require the release by the High Yield Guarantor or any of its Subsidiaries of any of their obligations in respect of the Senior Liabilities or the High Yield Trustee Direct Claims; and

(C)the sale is made pursuant to either a public auction or competitive bid process to obtain the best price reasonably obtainable given the then current condition (financial or otherwise), earnings, business, assets and prospects of the High Yield Guarantor and its Subsidiaries, the relevant Security Trustee having consulted with an internationally recognised investment bank (including without limitation and to the extent appropriate, a Senior Lender, or a relationship bank of the Issuer or its Subsidiaries) or an internationally recognised accounting firm regarding the appropriate procedures for obtaining the best price for such shares or assets, considered the recommendations of such investment bank or accounting firm and used its reasonable efforts to cause the procedures recommended by such firm to be implemented in all material respects in relation to such sale and to permit the High Yield Noteholders to participate in the sale process as bidders, provided however that the relevant Security Trustee shall not be under any further obligation to cause such recommendations to be

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implemented to the extent not implemented by the relevant court, authority or other third party required to act in connection with such sale and provided further that such reasonable efforts will, to the extent permitted by applicable law, include attempting to conduct such sale process other than through a court or legal proceeding; or

(ii)notwithstanding the provisions of paragraph (b)(i) above, all of the shares of the High Yield Guarantor (or any Holding Company of it) or all or substantially all of its assets are sold by an administrator (appointed under the Insolvency Act 1986) and:

(A)the administrator is an insolvency practitioner whose appointment the High Yield Trustee has not objected to (acting reasonably) under the provisions of the Insolvency Act 1986 relating to the selection of a person or persons to be an/the administrator;

(B)the sale is made pursuant to a public auction or competitive bid process to obtain the best price reasonably obtainable given the then current condition (financial or otherwise), earnings, business, assets and prospects of the High Yield Guarantor and its Subsidiaries, the administrator having consulted with an internationally recognised investment bank (including without limitation and to the extent appropriate, a Senior Lender or a relationship bank of the Issuer or its Subsidiaries) or an internationally recognised accounting firm regarding the appropriate procedures for obtaining the best price for such shares or assets, considered the recommendations of such investment bank or accounting firm and used its reasonable efforts to cause the procedures recommended by such firm to be implemented in all material respects in relation to such sale and to permit the High Yield Noteholders to participate in the sale process as bidders;

(C)the proceeds of such sale are in cash (or substantially all cash) and are applied in accordance with Clause 6.4 (Application of Proceeds); and

(D)the High Yield Guarantor is released from its obligations in respect of any other Indebtedness of Communications Cable Funding Corp, the Issuer and any other Restricted Subsidiary (each as defined in the High Yield Indenture), provided that nothing in this Deed shall require the release by the High Yield Guarantor or any of its Subsidiaries of any of their obligations in respect of the Senior Liabilities or the High Yield Trustee Direct Claims;

(c)The provisions of paragraph (b) above shall apply mutatis mutandis to the release of any Additional Subsidiary Guarantees (as defined in the High Yield Finance Documents).

(d)Each High Yield Guarantee and any Additional Subsidiary Guarantee (as defined in each High Yield Indenture) shall be released concurrently with a written confirmation of the relevant Security Trustee to each High Yield Trustee that the provisions of paragraphs (b) and (c) above, have been complied with.  In connection with any action taken pursuant to and in accordance with this Clause 6.5, the relevant Security

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Trustee shall not be required to have any regard to the provisions of any High Yield Indenture and no further action shall be required to be taken by the relevant Security Trustee or any High Yield Trustee to effect any release contemplated by this Clause 6.5.

6.6Disposals

Any disposal of any shares or assets which are subject to the Security or any release thereof from the Security which is or is to be effected at any time, other than with respect to Enforcement Action, shall be effected in accordance with and subject to the provisions of the Senior Finance Documents or the Target Group Finance Documents (as appropriate).

6.7Non-cash Distributions

If either Security Trustee receives any distribution otherwise than in cash in respect of the Subordinated Liabilities from any Obligor or any other source, that Security Trustee may realise such distributions as it sees fit and shall pay the proceeds of such realisation to the Bank Group Security Trustee (or after the Bank Group Discharge Date, the Target Group Security Trustee) for application in accordance with Clause 6.4 (Application of Proceeds).

6.8Sums received by an Obligor

If an Obligor receives any sum which, pursuant to any of the Security Documents or any of the other Finance Documents, should have been paid to either of the Security Trustees, that sum shall be held by such Obligor on trust for the benefit and on behalf of the Secured Creditors and shall promptly be paid to the the Bank Group Security Trustee (or after the Bank Group Discharge Date, the Target Group Security Trustee) for application in accordance with this Clause 6.

6.9Certificates

In applying any moneys received by it under this Deed or any of the Security Documents, each Security Trustee may rely on any certificate made or given by the Senior Agents, the Representative or the High Yield Trustee as to the existence and amount of any Liabilities owing to any Senior Finance Party under any of the Senior Finance Documents, any Target Group Creditor under the Target Group Finance Documents or any High Yield Creditor under the High Yield Finance Documents respectively.

6.10Conversion of Currencies

If either Security Trustee receives any amount under this Deed or otherwise upon the enforcement of any Security for any of the Liabilities in a currency other than the currency of the Senior Liabilities, the relevant Security Trustee may convert such amount into the currency of the Senior Liabilities at the spot rate of exchange of the relevant Security Trustee for the purchase of the relevant currency of the Senior Liabilities with the currency of the amount received in the London foreign exchange market.

6.11Preservation of Liabilities

None of the Senior Liabilities or the Subordinated Liabilities shall be deemed reduced:

(a)by the receipt of any amount by any Creditor, if and to the extent that, by virtue of the

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operation of this Deed, such amount is required to be paid over to (and pending such payment held upon trust for) the relevant Security Trustee for application and distribution pursuant to the terms hereof; or

(b)by the receipt of any amount by either Security Trustee pursuant to the terms of this Deed for application pursuant to the terms hereof,

unless and until such amount is actually applied and distributed by the relevant Security Trustee pursuant to and in accordance with Clause 6.4 (Application of Proceeds).

7.SUBORDINATION ON INSOLVENCY

7.1Subordination

Without prejudice to any other provision of this Deed, upon the occurrence of an Insolvency Event, the Subordinated Liabilities will be subordinated in right of payment to the Senior Liabilities.

7.2Filing of claims

(a)Following the occurrence of an Insolvency Event, until the Final Discharge Date, the Bank Group Security Trustee (or, after the Bank Group Discharge Date, the Target Group Security Trustee) may, and is hereby irrevocably authorised on behalf of each Secured Creditor and Subordinated Creditor to:

(i)demand, claim, enforce and prove for the Subordinated Liabilities;

(ii)file claims and proofs, give receipts and take any proceedings in respect of filing such claims or proofs and do anything which that Security Trustee considers necessary or desirable to recover the Subordinated Liabilities; and

(iii)receive all distributions of the Subordinated Liabilities for application in accordance with Clause 6.4 (Application of Proceeds).

(b)If and to the extent that the relevant Security Trustee is not entitled, or elects not, to take any of the action mentioned in paragraph (a) above, each Subordinated Creditor shall be entitled and agrees to do so, as soon as reasonably practicable following request by the relevant Security Trustee provided that it shall be entitled to recover and the relevant Security Trustee agrees to claim on its behalf any resulting costs, expenses and liabilities (other than any such costs, expenses or liabilities arising by reason of the gross negligence or wilful misconduct of such Subordinated Creditor) as if such amounts had been incurred by the relevant Security Trustee.

7.3Distributions

Following the occurrence of an Insolvency Event, until the Final Discharge Date, each Subordinated Creditor and each High Yield Trustee (subject to Clause 20 (High Yield Trustee)) will:

(a)hold all payments and distributions in cash or in kind received or receivable by it in respect of the Subordinated Liabilities following the occurrence of such Insolvency Event on trust for the Bank Group Security Trustee (or, after the Bank Group

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Discharge Date, the Target Group Security Trustee) for the benefit of the Secured Creditors for application in accordance with Clause 6.4 (Application of Proceeds);

(b)on demand by that Security Trustee, pay an amount equal to any Subordinated Liabilities received by it following the occurrence of such Insolvency Event to that Security Trustee for application in accordance with Clause 6.4 (Application of Proceeds);

(c)promptly direct the trustee in bankruptcy, liquidator, assignee or other person distributing the assets of the relevant Obligor or their proceeds to pay distributions in respect of the Subordinated Liabilities directly to that Security Trustee; and

(d)promptly use its reasonable efforts to undertake any actions requested by that Security Trustee to give effect to this Clause 7.3.

7.4Voting

(a)Following the occurrence of an Insolvency Event, until the Senior Discharge Date:

(i)the Bank Group Security Trustee for the benefit of the Secured Creditors (or, after the Bank Group Discharge Date, the Target Group Security Trustee) may, and is hereby irrevocably authorised on behalf of each Secured Creditor and the Subordinated Creditors (other than in respect of meetings of High Yield Creditors under any High Yield Indenture) to, exercise all powers of convening meetings, voting and representation in respect of the Subordinated Liabilities; and

(ii)the Subordinated Creditors shall promptly execute and/or deliver to that Security Trustee such forms of proxy and representation as it may require to facilitate any such action.

(b)If and to the extent that the relevant Security Trustee does not exercise a power under paragraph (a) above, each of the Subordinated Creditors shall be entitled to exercise that power and agrees that it shall exercise that power to the extent the relevant Security Trustee (acting on the instructions of the relevant Instructing Group) directs and in accordance with such direction.

(c)Nothing in this Clause 7.4 entitles either Security Trustee (or any Instructing Group) to exercise or require any Subordinated Creditor to exercise a power of voting or representation to waive, reduce, discharge, extend the due date for repayment of or reschedule any Subordinated Liabilities.

8.NEW SENIOR LIABILITIES

8.1New Senior Liabilities

Any Finance Party under the Finance Documents may, subject to the terms of the Pari Passu Intercreditor Agreement, provide New Senior Liabilities to the Borrower at any time without the prior consent of any other Creditor provided that, in each case, the incurrence of such New Senior Liabilities is permitted under the High Yield Finance Documents and, once provided, any such New Senior Liabilities shall thereafter be treated as “Senior Liabilities” for all purposes in this Deed.

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8.2Designated Senior Liabilities

The Borrower may, at any time without the prior consent of any Creditor, deliver a written notice or notices to the Bank Group Security Trustee specifying any Designated Senior Liabilities that are to be designated as such, provided that:

(a)the principal amount of such Designated Senior Liabilities is not less than £75,000,000 in aggregate;

(b)the incurrence of the relevant Senior Liabilities complies with the terms of the Senior Finance Documents, the High Yield Finance Documents and the Target Group Finance Documents; and

(c)if the Designated Senior Liabilities constitute Target Group Senior Indebtedness, each of the Target Group Creditors and Target Group Obligors in respect of such Designated Senior Liabilities shall execute any such documents or other instruments and do all such acts or things as the Bank Group Security Trustee may consider necessary in order to ensure that the Senior Finance Parties receive the benefit of and are “designated senior creditors” under any and all subordination arrangements then existing in respect of such Designated Senior Liabilities (if any).

9.APPROPRIATION

Subject to the terms of the Pari Passu Intercreditor Agreement, until the Senior Discharge Date each of the Finance Parties (or the Security Trustees or the Senior Agents on their behalf) may apply any monies or property received under this Deed or from an Obligor or any other person under the Finance Documents against the Senior Liabilities.  Without prejudice to the other provisions of this Deed, after the Senior Discharge Date, the Intergroup Creditor and each High Yield Noteholder (or either of the Security Trustees or the High Yield Trustee on their behalf) may apply any monies or property received under this Deed or from an Obligor or any other person under the High Yield Finance Documents or for the payment or discharge of the Intergroup Liabilities against the relevant Subordinated Liabilities.

10.POWERS OF ATTORNEY

10.1Appointment by the Creditors

Each of the Senior Finance Parties and the Subordinated Creditors irrevocably appoints each of the Facility Agent, the Bank Group Security Trustee for the benefit of the Secured Creditors (or, after the Bank Group Discharge Date, the Target Group Security Trustee) or any Receiver appointed in respect of the Security Property (or any part of it) and each High Yield Trustee may appoint the Bank Group Security Trustee for the benefit of the Secured Creditors (or, after the Bank Group Discharge Date, the Target Group Security Trustee) or any Receiver appointed in respect of the Security Property (or any part of it), individually as its attorney (in each case, for the purposes of this Clause 10.1, an “Appointee”) with full power to appoint substitutes and to delegate, in its name and on its behalf and as its act, deed or otherwise to do any and every thing which such Creditor (a) has authorised the Appointee to do under this Deed or (b) is required to do by this Deed but has failed to do for a period of 10 Business Days after receiving notice from the Appointee requiring it to do so, provided that no High Yield Trustee shall be obliged to make (and shall not be treated as having made) any such appointment unless it is indemnified to its satisfaction in respect of all costs,

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liabilities, expenses and other amounts which it may thereby incur or to which it may be rendered liable (in each case in its opinion).  The parties hereto hereby agree that this authorisation is given to secure the interests of the parties under this Deed and is hereby irrevocable.

10.2Appointment by the Obligors

By way of security for the performance of its obligations hereunder, each of the Obligors hereby irrevocably appoints each of the Security Trustees, any Receiver of the Security Property or any part of it and their respective delegates and sub-delegates, (in each case, for the purposes of this Clause 10.2, an “Appointee”) to be its attorney acting severally (or jointly with any other such attorney or attorneys) and in its name and on its behalf and as its act, deed or otherwise to do any and every thing which:

(a)such Obligor is obliged to do under the terms of this Deed but has failed to do so for a period of 5 Business Days after notice from the Appointee to do the same; or

(b)whilst any Senior Default is continuing, such Appointee considers necessary or desirable in order to enable such Appointee to exercise the rights conferred on it by this Deedor by law.

10.3Ratification of Acts

Without prejudice to the generality of Clause 10.1 (Appointment by the Creditors) and Clause 10.2 (Appointment by the Obligors), each of the Senior Finance Parties and the Subordinated Creditors and the Obligors hereby undertakes to the relevant Appointee, that promptly upon request, such party will ratify and confirm all transactions entered into and other actions by the Appointee, as the case may be (or any of their substitutes or delegates) in the proper exercise of any power of attorney granted to it hereunder.

11.COSTS AND EXPENSES

Clause 39 (Costs and Expenses) of the Senior Facilities Agreement shall apply to this Deed, as if set out herein, mutatis mutandis.

12.CHANGES TO THE PARTIES

12.1Binding Nature

This Deed shall be binding on and enure to the benefit of each party hereto its successors and its or any subsequent successors’ transferees and assigns.

12.2No Assignment by Obligors

None of the rights, benefits and obligations of the Obligors hereunder shall be capable of being assigned or transferred and each Obligor undertakes that it will not seek to assign or transfer any of its rights, benefits or obligations hereunder.

12.3Hedge Obligors

If any member of the Bank Group which is not already a party to this Deed becomes a Hedge Obligor, the Borrower will procure that such member of the Bank Group will promptly

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become a party hereto as a Hedge Obligor by the completion and execution of a Deed of Accession and delivery of a copy thereof to the Senior Agent.

12.4Hedge Counterparties

Any person which enters into a Hedging Agreement as a counterparty shall promptly become a party hereto as a Hedge Counterparty by the completion and execution of a Deed of Accession.

12.5New Creditors

(a)The parties hereto agree that none of the Finance Parties, High Yield Trustee(s) or Subordinated Creditors will, prior to the Senior Discharge Date, assign or transfer to any person the whole or any part of their rights or obligations in respect of the Senior Liabilities or any of the Subordinated Liabilities unless the assignee or transferee previously or simultaneously agrees with the other parties hereto to be bound by the provisions of this Deed as if it were named herein and subject to the same rights and obligations, mutatis mutandis, as the Finance Parties, High Yield Trustee and Subordinated Creditors respectively and executes and delivers to the Bank Group Security Trustee for the benefit of the Secured Creditors (or, after the Bank Group Discharge Date, the Target Group Security Trustee):

(i)(in the case of a Senior Lender) a Transfer Deed under and in accordance with the terms of the Senior Facilities Agreement or the Refinancing Facilities Agreement; or

(ii)(in the case of any other person) a Deed of Accession,

with a copy, in each case, to each Senior Agent, provided that nothing herein shall prevent any High Yield Noteholder from disposing of or transferring any of the High Yield Notes in accordance with the relevant High Yield Indenture or the terms and conditions of the relevant High Yield Notes.

(b)The parties hereto confirm that any person becoming a Creditor shall be entitled to the benefit of the provisions contained herein as if it had been originally named a party hereto.

12.6New Parties

(a)Each party hereto (including parties subsequently becoming bound by this Deed) irrevocably authorises the relevant Senior Agent to agree on its behalf with any other person intending to become party hereto as a Senior Finance Party, a Senior Agent, a Security Trustee, a Target Group Creditor, a High Yield Trustee, a Hedge Counterparty or an Obligor to the execution of a Transfer Deed or a Deed of Accession so as to make such person a party to this Deed and to effect such amendments to this Deed as may be in the opinion of the Facility Agent (acting reasonably) necessary for such purpose, provided that any amendment which would materially and adversely affect any right, or impose or vary any material obligation, of any of the parties hereto may not be made without the consent of that party.

(b)Any Target Group Creditor may become a party to this Deed in its capacity as a

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creditor of any Target Group Senior Indebtedness or as Target Group Agent or Target Group Security Trustee in accordance with this Clause 12 provided that each of the relevant Senior Finance Parties are given the opportunity to accede to any intercreditor agreement or other subordination arrangements then existing in respect of such Target Group Senior Indebtedness (if any) as senior creditors thereunder.

12.7Resignation or Removal of Senior Agents, Security Trustees or High Yield Trustee

None of the Senior Agents, the Security Trustees or any High Yield Trustee may resign or be removed except as specified in the Senior Facilities Agreement, the Security Trust Agreement, the Target Group Finance Documents, or the High Yield Finance Documents (as the case may be) and only if a replacement Senior Agent, Security Trustee or High Yield Trustee agrees with all other parties hereto to become the replacement agent or trustee under this Deed by the execution of a Deed of Accession.

13.PROVISIONS RELATING TO OBLIGORS

Each of the Obligors acknowledge the priorities, rights and obligations recorded in this Deed and undertakes with each of the other parties to this Deed to observe the provisions of this Deed at all times and not to take any action (save as permitted by the Senior Facilities Agreement or the Target Group Finance Documents, as applicable) which would or would be reasonably likely to prejudice or otherwise adversely affect the enforcement of such provisions or do or suffer to be done anything which would be inconsistent with the terms of this Deed.

14.NOTICES

14.1Communication of Notices

Each communication to be made hereunder shall be made in writing and unless otherwise stated shall be made by fax or letter.

14.2Delivery of Notices

Any communication or document to be made or delivered by one person to another pursuant to this Deed shall (unless that other person has by 10 Business Days’ prior written notice to each Senior Agent and each High Yield Trustee specified another address) be made or delivered to that other person at the address specified in Schedule 4 or, in the case of any other person becoming party hereto after the date hereof in the Deed of Accession or Transfer Deed or other acceding or amendment and restatement document executed by it and shall be deemed to have been made or delivered when dispatched (in the case of any communication made by fax) or (in the case of any communication made by letter) when left at that address or (as the case may be) five Business Days after being deposited in the post, postage prepaid, in an envelope addressed to it at that address provided that any communication or document to be made or delivered to either Senior Agent or the High Yield Trustee(s) shall be effective only when received by that Senior Agent or the High Yield Trustee(s), as the case may be, and then only if the same is expressly marked for the attention of the department or officer identified with the signature below (or such other department or officer as that Senior Agent or the High Yield Trustee(s), as the case may be, shall from time to time specify for this purpose).

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15.REMEDIES, WAIVERS & AMENDMENTS

15.1No Waiver

No failure to exercise, nor any delay in exercising, on the part of any Creditor any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.  The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by Law.

15.2Amendments

Subject to Clause 15.3 (Technical Amendments), each of the Senior Agents and the High Yield Trustee may, from time to time, agree to amend this Deed and any amendments so made shall be binding on all the parties hereto, provided that any amendment which would:

(a)materially and adversely affect any rights of the Finance Parties or impose or vary any obligation on the Finance Parties (including without limitation, the subordination of the High Yield Guarantee) may not be made without the prior written consent of the Majority Senior Creditors;

(b)materially or adversely affect the rights of the High Yield Creditors or impose or vary any obligation of the High Yield Creditors in respect of the High Yield Guarantee, may not be made without the prior written consent of the Majority High Yield Creditors; or

(c)adversely affect any right, or impose or vary any obligation, of any other party hereto may not be made without the consent of that party.

15.3Technical Amendments

Notwithstanding Clause 15.2 (Amendments), the Facility Agent or (after the Bank Group Discharge Date) the Target Group Agent or (after the Senior Discharge Date) a High Yield Trustee(s) may determine administrative matters and make technical amendments arising out of a manifest error on the face of this Deed, where such amendments would not prejudice or otherwise be adverse to the position of the Finance Parties, the High Yield Creditors or the High Yield Trustee (as the case may be), without reference to the Finance Parties, the High Yield Creditors or the High Yield Trustee(s).

15.4Amendments to Security Documents

(a)Subject to sub-paragraph (c) below, any provision of a Security Document may be amended or waived by the written agreement of the relevant Obligor(s) and the Security Trustee party to that Security Document (acting pursuant to sub-paragraph (b) below).

(b)In agreeing to amend or waive the provisions of any Security Document, the Security Trustee party to that Security Document shall act in accordance with the provisions of the Senior Facilities Agreement (or the Refinancing Facilities Agreement) or the Target Group Finance Documents (as the case may be) provided that in connection with any Enforcement Action or at any time after the occurrence of an Insolvency Event, the relevant Security Trustee shall, act in accordance with the instructions of

35

the relevant Instructing Group provided further that, if at any time the Bank Group Discharge Date would have occurred but for the fact that any of the Hedging Liabilities remain outstanding, the Bank Group Security Trustee shall act in accordance with the instructions of Hedge Counterparties holding in aggregate more than 50 per cent of the Hedging Liabilities.

(c)Where any amendment or waiver affects the rights and benefits of a single Class (as defined below) of the Finance Parties (and not all the Finance Parties in a like or similar manner), any such amendment or waiver shall (in addition to the requirements of sub-paragraph (b) above) require the written consent of the Requisite Creditors (as defined below) of such affected Class.

(d)For the purposes of sub-paragraph (c) above:

(i)“Class” means each of the Senior Lenders, the Target Group Creditors or the Hedge Counterparties; and

(ii)“Requisite Creditors” means:

(A)in relation to the Senior Lenders, a Bank Group Instructing Group;

(B)in relation to the Target Group Creditors, a Target Group Instructing Group; and

(C)in relation to the Hedge Counterparties, Hedge Counterparties holding in aggregate more than 50 per cent of the Hedging Liabilities.

15.5Amended Deed

If any amendment is made to this Deed, the Facility Agent (or, after the Bank Group Discharge Date, the Target Group Agent) shall provide a copy of any such amendment (clearly showing the amendments made) to each of the parties hereto (including any persons which are parties hereto pursuant to a Deed of Accession) provided that in relation to copies required to be delivered to any member of the Group, the relevant Senior Agent’s obligations under this Clause 15.5 shall be discharged if one copy of any such amendment is delivered to the Borrower.

16.TERMINATION

This Agreement shall terminate upon the Final Discharge Date.

17.ENGLISH LANGUAGE

Each communication and document made or delivered by one person to another pursuant to this Deed shall be in the English language or accompanied by a translation thereof into English certified (by an officer of the person making or delivering the same) as being a true and accurate translation thereof.

18.PARTIAL INVALIDITY

If at any time any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the Law of any jurisdiction, such illegality, invalidity or unenforceability shall

36

not affect or impair the legality, validity or enforceability of the remaining provisions hereof or the legality, validity or enforceability of such provision under the Law of any other jurisdiction.

19.THIRD PARTY RIGHTS

Except as provided in Clause 3.7(b) it is agreed that otherwise than in circumstances where the requirements of this Deed with regard to assignments and transfers are satisfied, a person who is not a party to this Deed shall have no rights to enforce any of the terms or provisions of this Deed other than those it would have had if the Contracts (Rights of Third Parties) Act 1999 had not come into force.

20.HIGH YIELD TRUSTEE

20.1Reliance on Certificates

The High Yield Trustee(s) may rely without enquiry on certificates of any of the Security Trustees and the Senior Agents as to the matters certified therein.

20.2Liability

(a)It is expressly understood and agreed by the parties that this Deed is executed and delivered by each High Yield Trustee not individually or personally but solely in its capacity as trustee in the exercise of the powers and authority conferred and vested in it under the High Yield Finance Documents for and on behalf of the High Yield Noteholders for which it acts as trustee and it shall have no liability for acting for itself or in any capacity other than as trustee and nothing in this Deed shall impose on it any obligation to pay any amount out of its personal assets. Notwithstanding any other provision of this Deed, its obligations hereunder (if any) to make any payment of any amount or to hold any amount on trust shall be only to make payment of such amount to or hold any such amount on trust to the extent that (i) it has actual knowledge that such obligation has arisen and (ii) it has received and, on the date on which it acquires such actual knowledge, has not distributed to the High Yield Noteholders for which it acts as trustee in accordance with the High Yield Indenture (in relation to which it is trustee) any such amount.

(b)It is further understood by the parties that in no case shall any High Yield Trustee be (i) personally responsible or accountable in damages or otherwise to any other party for any loss, damage or claim incurred by reason of any act or omission performed or omitted by that High Yield Trustee in good faith in accordance with this Deed or any of the High Yield Finance Documents in a manner that such High Yield Trustee believed to be within the scope of the authority conferred on it by this Deed or any of the High Yield Finance Documents or by law, or (ii) personally liable for or on account of any of the statements, representations, warranties, covenants or obligations stated to be those of any other party, all such liability, if any, being expressly waived by the parties and any person claiming by, through or under such party; provided however, that each High Yield Trustee (or any successor High Yield Trustee) shall be personally liable under this Deed for its own gross negligence or wilful misconduct or for its breach of its covenants, representations and warranties contained herein, to the extent expressly covenanted or made in its individual capacity.  It is also acknowledged that no High Yield Trustee shall have any responsibility for the actions

37

of any individual Creditor or High Yield Noteholder (save in respect of its own actions).

20.3High Yield Trustee Direct Claims

Notwithstanding any other provision of this Deed, no provision of this Deed (including, without limitation, the provisions of Clause 4.2 (Suspension of Permitted Payments prior to the Senior Discharge Date), Clause 5 (Turnover), Clause 6.2 (Permitted Enforcement) and Clause 7 (Subordination on Insolvency)), shall alter or otherwise affect the rights and obligations of the High Yield Guarantor to make payments in respect of High Yield Trustee Direct Claims as and when the same are due and payable and receipt and retention by the relevant High Yield Trustee of the same or taking of any step or action by that High Yield Trustee in respect of its rights under the High Yield Finance Documents to the same.

20.4No Action

No High Yield Trustee shall have any obligation to take any action under this Deed unless it is indemnified to its satisfaction in respect of all costs, expenses and liabilities which it would in its opinion thereby incur.

20.5No Fiduciary Duty

No High Yield Trustee shall be deemed to owe any fiduciary duty to any Creditor (save in respect of such persons for whom it acts as trustee) and shall not be personally liable to any Creditor if it shall in good faith mistakenly pay over or distribute to any Creditor or to any other person cash, property or securities to which any other Creditor shall be entitled by virtue of this Deed or otherwise.  With respect to the Creditors, each High Yield Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in the High Yield Finance Documents pursuant to which it acts as trustee and this Deed and no implied agreement covenants or obligations with respect to the other Creditors shall be read into this Deed against any High Yield Trustee.

20.6Provisions survive Termination

The provisions of this Clause 20 shall survive the termination of this Deed.

20.7Other Parties Not Affected

This Clause 20 is intended to afford protection to each of the High Yield Trustees only.  No provision of this Clause 20 shall alter or change the rights and obligations as between the other parties to this Deed in respect of each other (other than any High Yield Trustee in its individual capacity in the case of Clause 20.3 (High Yield Trustee Direct Claims)).

20.8Notices of Representative

Each High Yield Trustee shall at all times be entitled to and may rely on any notice, consent or certificate given or granted by a Senior Agent, Security Trustee or Representative pursuant to the terms of this Deed without being under any obligation to enquire or otherwise determine whether any such notice, consent or certificate has been given or granted by such Senior Agent, Security Trustee or Representative properly acting as directed by the appropriate instructing group.

38

21.COUNTERPARTS

This Deed may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

22.GOVERNING LAW

This Deed is governed by, and shall be construed in accordance with, English Law.

23.JURISDICTION

23.1Courts of England

Each of the Obligors and the Subordinated Creditors irrevocably agrees for the benefit of each of the Finance Parties and the High Yield Trustee that the courts of England shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Deed (respectively “Proceedings” and“Disputes”) and, for such purposes, irrevocably submits to the jurisdiction of such courts.

23.2Waiver of Indemnity

Each of the Obligors and the Subordinated Creditors irrevocably waives any objection which it might now or hereafter have to Proceedings being brought or Disputes settled in the courts of England and agrees not to claim that any such court is an inconvenient or appropriate forum.

23.3Service of Process

Each of the Obligors and the Subordinated Creditors which is not incorporated in England agrees that the process by which any Proceedings are begun may be served on it by being delivered in connection with any Proceedings in England, in the case of any Obligor, to the Borrower at its registered office for the time being and by executing this Deed each such person accepts such appointment.  If the appointment or appointments mentioned in this Clause 23.3 cease to be effective in respect of any of the Obligors or the Subordinated Creditors respectively, the relevant Obligor or Subordinated Creditor shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing such appointment within 15 days, the Facility Agent shall be entitled to appoint such person by notice to the relevant Obligor or Subordinated Creditor.  Nothing contained herein shall affect the right to serve process in any other manner permitted by Law.

23.4Proceedings in Other Jurisdictions

The submissions to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Finance Parties or the High Yield Trustee or any of them to take Proceedings against any of the Obligors or Subordinated Creditors in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable Law.

39

23.5General Consent

Each of the Obligors and Subordinated Creditors hereby consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgement which may be made or given in such Proceedings.

23.6Waiver of Immunity

To the extent that any Obligor or Subordinated Creditor may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgement or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), such Obligor or Subordinated Creditor hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

IN WITNESS whereof this Deed has been executed and delivered as a deed by the parties hereto on the day and year first above written.

40

SCHEDULE 1
SENIOR LENDERS

Credit Suisse First Boston

Deutsche Bank AG London

Goldman Sachs Credit Partners L.P.

Morgan Stanley Dean Witter Bank Limited

Morgan Stanley Senior Funding, Inc.

GE Capital Structured Finance Group Ltd

BNP Paribas

Citibank NA, London

Credit Lyonnais

Fortis Bank S.A./N.V.

HSBC Bank Plc

Societe Generale

41

SCHEDULE 2
DEED OF ACCESSION

This Deed of Accession dated [           ] is supplemental to an intercreditor deed (the “Intercreditor Deed”) dated [   ] 2004 between the Issuer, the Borrower, the High Yield Guarantor, the Facility Agent, the Bank Group Security Trustee, the High Yield Trustee and the Senior Lenders (as may be further amended, supplemented, varied or novated from time to time).

Terms defined in the Intercreditor Deed shall have the same meaning when used in this Deed.

[Name of new Obligor /new Facility Agent/new Hedge Counterparty/new Hedge Obligor/new Security Trustee/new Senior Lender/new High Yield Trustee/ Target Group Creditor/Target Group Agent/Target Group Security Trustee]of [address] hereby agrees with each other person who is or who becomes a party to the Intercreditor Deed in accordance with the terms thereof that with effect on and from the date hereof it will be bound by the Intercreditor Deed as [an Obligor/the Facility Agent/a Hedge Counterparty/a Hedge Obligor/a Security Trustee/a Senior Lender/a High Yield Trustee/a Target Group Creditor/a Target Group Agent/Target Group Security Trustee]as if it had been party to the Intercreditor Deed in such capacity.

Address for notices of [name of new Obligor etc.] for the purposes of Clause 14.2 (Delivery of Notices) of the Intercreditor Deed is:

Address:

Telephone Number:

Facsimile Number:

[Telex Number:]

[We have appointed [                            ] at [                  ] [(being the person named in Clause 23.3 (Service of Process) of the Intercreditor Deed as the process agent for each of the other Obligors/Subordinated Creditors)] as our process agent for the purposes of service of process pursuant to Clause 23.3 (Service of Process) of the Intercreditor Deed.]

This Deed is governed by and shall be construed in accordance with English Law.

IN WITNESS whereof this Deed of Accession has been executed as a deed by the party hereto, and is delivered on the date written above.

EXECUTED AND DELIVERED AS A DEED by

[Name of Party]

Countersigned in acceptance

By:

42

[             ]

[Facility Agent]/[Target Group Agent]

43

SCHEDULE 3
FORM OF DEFAULT NOTICE

From:Credit Suisse First Boston
as Facility Agent

/ [Target Group Agent]

as Target Group Agent

/[name of Representative]

To:The Bank of New York
as High Yield Trustee for itself and for and on behalf of the High Yield Creditors which have appointed it as trustee

[            ]

as High Yield Trustee for itself and for and on behalf of the High Yield Creditors which have appointed it as trustee

cc:NTL Cable PLC
as Issuer

cc:NTL Investment Holdings Limited
as Borrower and Obligors’ Agent

cc:Credit Suisse First Boston
as Bank Group Security Trustee

/[name of Target Group Security Trustee]

as Target Group Security Trustee

We refer to the intercreditor deed (the “Intercreditor Deed”) dated [   ] 2004 between the Issuer, the Borrower, the High Yield Guarantor, the Facility Agent, the Bank Group Security Trustee, the High Yield Trustee, the Senior Lenders, the Intergroup Creditor and the Intergroup Debtor (as may be further amended, supplemented, varied or novated from time to time).

Terms defined in the Intercreditor Deed shall have the same meaning when used in this Default Notice.

Pursuant to Clause 4.2 (Suspension of Permitted Payments prior to the Senior Discharge Date) of the Intercreditor Deed, we hereby give you notice of the occurrence of the Senior Default(s), details of which are set out below, and confirm that:

(a)all payments to the High Yield Creditors which would otherwise be permitted to be made pursuant to paragraphs (a) and (b) of Clause 4.1 (Permitted Payments prior to the Senior Discharge Date) of the Intercreditor Deed may no longer be made and shall not be made until the earliest date on which:

44

(x)paragraph (a) of Clause 4.2 (Suspension of Permitted Payments prior to the Senior Discharge Date) does not apply; and

(y)one of the following applies:

(i)more than 179 days having elapsed from the date hereof or if earlier, where a Standstill Period is in effect at any time during that 179 day period, the date on which that Standstill Period expires;

(ii)the relevant Senior Default has been cured or waived by the relevant Instructing Group, as the case may be, in writing or has ceased to exist;

(iii)whichever of the Senior Agents or the Representative has served this Default Notice by notice in writing to the High Yield Trustee, the Issuer, the other Senior Agent and the Representative cancels this Default Notice; or

(iv)the Senior Discharge Date occurs; and

(b)all payments in respect of Intergroup Liabilities which would otherwise be permitted to be made pursuant to Clause 4.1 (Permitted Payments prior to the Senior Discharge Date) of the Intercreditor Deed may no longer be made and shall not be made other than with the prior written consent of the Majority Senior Creditors.

Details of Senior Default: [                                 ]

By:
	For and on behalf of
	[CREDIT SUISSE FIRST BOSTON]
	as Facility Agent
By:
	For and on behalf of
	[Target Group Agent]
	as Target Group Agent
[By:
	For and on behalf of
	[name of Representative] ]

45

SCHEDULE 4
ADDRESS FOR NOTICES

NTL Cable PLC

As Issuer and Intergroup Creditor for itself and for and on behalf of the Borrower and the Intergroup Debtor

Address:	Bartley Wood Business Park
	Hook
	Hampshire RG27 9UP

Credit Suisse First Boston
as Facility Agent on behalf of the Senior Finance Parties

Address:	1 Cabot Square
	London
	E14 4QJ
	England

The Bank of New York
as High Yield Trustee

Address: [                                    ]

46

SIGNATORIES

THE ISSUER
EXECUTED and DELIVERED as a DEED by
NTL CABLE PLC
By:	/s/ SCOTT SCHUBERT	By:	/s/ NIGEL ROBERTS
Name: Scott Schubert		Name: Nigel Roberts
Title:		Title:
THE BORROWER
EXECUTED and DELIVERED as a DEED by
NTL INVESTMENT HOLDINGS LIMITED
By:	/s/ SCOTT SCHUBERT	By:	/s/ NIGEL ROBERTS
Name:Scott Schubert		Name: Nigel Roberts
Title:		Title:
THE HIGH YIELD GUARANTOR
EXECUTED and DELIVERED as a DEED by
NTL INVESTMENT HOLDINGS LIMITED
By:	/s/ SCOTT SCHUBERT	By:	/s/ NIGEL ROBERTS
Name:Scott Schubert		Name: Nigel Roberts
Title:		Title:

47

THE FACILITY AGENT
EXECUTED and DELIVERED as a DEED by
CREDIT SUISSE FIRST BOSTON
By:	/s/ JULIE GAVIN	By:	/s/ MARISA DREW
Name: Julie Gavin		Name: Marisa Drew
Title:		Title:
THE BANK GROUP SECURITY TRUSTEE
EXECUTED and DELIVERED as a DEED by
CREDIT SUISSE FIRST BOSTON
By:	/s/ JULIE GAVIN	By:	/s/ MARISA DREW
Name: Julie Gavin		Name: Marisa Drew
Title:		Title:

48

THE HIGH YIELD TRUSTEE
EXECUTED and DELIVERED as a Deed by
THE BANK OF NEW YORK
By:	/s/ TREVOR BLEWER
Name: Trevor Blewer
Title: Vice President
THE SENIOR LENDERS
EXECUTED and DELIVERED as a DEED by
CREDIT SUISSE FIRST BOSTON
By:	/s/ JULIE GAVIN	By:	/s/ MARISA DREW
Name: Julie Gavin		Name: Marisa Drew
Title:		Title:
EXECUTED and DELIVERED as a DEED by
DEUTSCHE BANK AG LONDON
By:	/s/ JAMES FENNER	By:	/s/ ALISON HOWE
Name: James Fenner		Name: Alison Howe
Title:		Title:
EXECUTED and DELIVERED as a DEED by
GOLDMAN SACHS CREDIT PARTNERS L.P.
By:	/s/ EMMANUEL BRESSON
Name: Emmanuel Bresson
Title:

49

EXECUTED and DELIVERED as a DEED by
MORGAN STANLEY DEAN WITTER BANK LIMITED
By:	/s/ KEVIN ADESON	By:	/s/ ELEN BRUNSBERG
Name: Kevin Adeson		Name: Elen Brunsberg
Title:		Title:
EXECUTED and DELIVERED as a DEED by
MORGAN STANLEY SENIOR FUNDING, INC.
By:	/s/ SIMON RANKIN
Name: Simon Rankin
Title: Executive Director
EXECUTED and DELIVERED as a DEED by
BNP PARIBAS
By:	/s/ PAUL GIBBON	By:	/s/ CHARLOTTE CONLAN
Name: Paul Gibbon		Name: Paul Gibbon
Title:		Title:
EXECUTED and DELIVERED as a DEED by
CITIBANK NA, LONDON
By:	/s/ MICHAEL LLEWELYN-JONES
Name: Michael Llewelyn-Jones
Title: Managing Director

50

EXECUTED and DELIVERED as a DEED by
CREDIT LYONNAIS
By:	/s/ KATY BROWN
Name: Katy Brown
Title:
EXECUTED and DELIVERED as a DEED by
FORTIS BANK S.A./N.V.
By:	/s/ ANDREW WHITE
Name: Andrew White
Title:
EXECUTED and DELIVERED as a DEED by
GE CAPITAL STRUCTURED FINANCE GROUP LTD
By:	/s/ GAURAV RANIWALA	By:	/s/ I FERNANDEZ
Name: Gaurav Raniwala		Name: I Fernandez
Title: Director		Title: Director
EXECUTED and DELIVERED as a DEED by
HSBC BANK PLC
By:	/s/ DAVID STENT
Name: David Stent
Title:

51

EXECUTED and DELIVERED as a DEED by
SOCIETE GENERALE
By:	/s/ EVA REMOND
Name: Eva Remond
Title:
THE INTERGROUP DEBTOR
EXECUTED and DELIVERED as a DEED by
NTL INVESTMENT HOLDINGS LIMITED
By:	/s/ SCOTT SCHUBERT	By:	/s/ NIGEL ROBERTS
Name:Scott Schubert		Name: Nigel Roberts
Title:		Title:
THE INTERGROUP CREDITOR
EXECUTED and DELIVERED as a DEED by
NTL CABLE PLC
By:	/s/ SCOTT SCHUBERT	By:	/s/ NIGEL ROBERTS
Name:Scott Schubert		Name: Nigel Roberts
Title:		Title:

52

1.	INTERPRETATION
	1.1	Terms Defined
	1.2	Definitions
	1.3	References
	1.4	Construction
2.	PRIORITIES AND SUBORDINATION
	2.1	Priorities and Subordination
	2.2	Priorities not affected
	2.3	Liabilities not affected
3.	UNDERTAKINGS
	3.1	Subordinated Liabilities
	3.2	Hedging Liabilities
	3.3	Obligations of a Hedge Counterparty
	3.4	Matters relating to the Hedging Arrangements
	3.5	Provision of Hedging Agreements
	3.6	Obligations of the Subordinated Creditors
	3.7	Undertakings to the Security Trustees
4.	PERMITTED PAYMENTS
	4.1	Permitted Payments prior to the Senior Discharge Date
	4.2	Suspension of Permitted Payments prior to the Senior Discharge Date
	4.3	Senior Default
5.	TURNOVER
	5.1	Turnover
	5.2	Subrogation
	5.3	Failure of Trusts
6.	ENFORCEMENT
	6.1	Restrictions on Enforcement
	6.2	Permitted Enforcement
	6.3	Authorisation to Security Trustee
	6.4	Application of Proceeds
	6.5	Release of Security on Enforcement
	6.6	Disposals
	6.7	Non-cash Distributions
	6.8	Sums received by an Obligor
	6.9	Certificates
	6.10	Conversion of Currencies
	6.11	Preservation of Liabilities
7.	Subordination on insolvency
	7.1	Subordination
	7.2	Filing of claims
	7.3	Distributions
	7.4	Voting
8.	NEW SENIOR LIABILITIES
	8.1	New Senior Liabilities
	8.2	Designated Senior Liabilities
9.	APPROPRIATION
10.	POWERS OF ATTORNEY
	10.1	Appointment by the Creditors
	10.2	Appointment by the Obligors
	10.3	Ratification of Acts

i

11.	COSTS AND EXPENSES
12.	CHANGES TO THE PARTIES
	12.1	Binding Nature
	12.2	No Assignment by Obligors
	12.3	Hedge Obligors
	12.4	Hedge Counterparties
	12.5	New Creditors
	12.6	New Parties
	12.7	Resignation or Removal of Senior Agents, Security Trustees or High Yield Trustee
13.	PROVISIONS RELATING TO OBLIGORS
14.	NOTICES
	14.1	Communication of Notices
	14.2	Delivery of Notices
15.		REMEDIES, WAIVERS & AMENDMENTS
	15.1	No Waiver
	15.2	Amendments
	15.3	Technical Amendments
	15.4	Amendments to Security Documents
	15.5	Amended Deed
16.	TERMINATION
17.	ENGLISH LANGUAGE
18.	PARTIAL INVALIDITY
19.	THIRD PARTY RIGHTS
20.	HIGH YIELD TRUSTEE
	20.1	Reliance on Certificates
	20.2	Liability
	20.3	High Yield Trustee Direct Claims
	20.4	No Action
	20.5	No Fiduciary Duty
	20.6	Provisions survive Termination
	20.7	Other Parties Not Affected
	20.8	Notices of Representative
21.	COUNTERPARTS
22.	GOVERNING LAW
23.	JURISDICTION
	23.1	Courts of England
	23.2	Waiver of Indemnity
	23.3	Service of Process
	23.4	Proceedings in Other Jurisdictions
	23.5	General Consent
	23.6	Waiver of Immunity
	SCHEDULE 1 SENIOR LENDERS
	SCHEDULE 2 DEED OF ACCESSION
	SCHEDULE 3 FORM OF DEFAULT NOTICE
	SCHEDULE 4 ADDRESS FOR NOTICES

ii

EX-99.3

Exhibit 99.3

NTL CABLE PLC,
as Issuer

NTL INCORPORATED,
as Parent Guarantor

COMMUNICATIONS CABLE FUNDING CORP.,

NTL (UK) GROUP, INC.,

NTL COMMUNICATIONS LIMITED,
as Intermediate Guarantors

NTL INVESTMENT HOLDINGS LIMITED,
as Senior Subordinated Subsidiary Guarantor

9.75% Senior Notes due 2014
8.75% Senior Notes due 2014
8.75% Senior Notes due 2014
Floating Rate Senior Notes due 2012

INDENTURE

Dated as of April 13, 2004

The Bank of New York
as Trustee

CROSS-REFERENCE TABLE*

Trust Indenture Act Section		Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.05
	(b)	13.03
	(c)	13.03
313	(a)	7.06
	(b)(1)	N.A.
	(b)(2)	7.06; 7.07
	(c)	7.06; 13.02
	(d)	7.06
314	(a)	4.03; 13.02; 13.05
	(b)	N.A.
	(c)(1)	13.04
	(c)(2)	13.04
	(c)(3)	N.A.
	(d)	N.A.
	(e)	13.05
	(f)	N.A.
315	(a)	7.01
	(b)	7.05; 13.02
	(c)	7.01
	(d)	7.01
	(e)	6.11
316	(a) (last sentence)	2.09
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.
	(b)	6.07
	(c)	2.11
317	(a)(1)	6.08
	(a)(2)	6.09
	(b)	2.04
318	(a)	13.01
	(b)	N.A.
	(c)	13.01

N.A. means not applicable.

*  This Cross Reference Table is not part of this Indenture.

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TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions.
Section 1.02	Other Definitions.
Section 1.03	Incorporation by Reference of Trust Indenture Act.
Section 1.04	Rules of Construction.
ARTICLE 2 THE NOTES
Section 2.01	Form and Dating.
Section 2.02	Execution and Authentication.
Section 2.03	Registrar and Paying Agent.
Section 2.04	Paying Agent to Hold Money in Trust.
Section 2.05	Holder Lists.
Section 2.06	Transfer and Exchange.
Section 2.07	Replacement Notes.
Section 2.08	Outstanding Notes.
Section 2.09	Treasury Notes.
Section 2.10	Temporary Notes.
Section 2.11	Cancellation.
Section 2.12	Defaulted Interest.
Section 2.13	Additional Amounts.
Section 2.14	Currency Indemnity
ARTICLE 3 REDEMPTION AND PREPAYMENT
Section 3.01	Notices to Trustee.
Section 3.02	Selection of Notes to Be Redeemed or Purchased.
Section 3.03	Notice of Redemption.
Section 3.04	Effect of Notice of Redemption.
Section 3.05	Deposit of Redemption or Purchase Price.
Section 3.06	Notes Redeemed or Purchased in Part.
Section 3.07	Optional Redemption.
Section 3.08	Mandatory Redemption.
Section 3.09	Offer to Purchase by Application of Excess Proceeds.
Section 3.10	Redemption of Notes for Changes in Withholding Taxes.
ARTICLE 4 COVENANTS
Section 4.01	Payment of Notes.
Section 4.02	Maintenance of Office or Agency.
Section 4.03	Reports.
Section 4.04	Compliance Certificates.
Section 4.05	Taxes.
Section 4.06	[Intentionally Omitted]
Section 4.07	Restricted Payments.
Section 4.08	Restrictions on Distributions from Restricted Subsidiaries.
Section 4.09	Incurrence of Indebtedness.
Section 4.10	Sales of Assets and Subsidiary Stock.
Section 4.11	Transactions with Affiliates.
Section 4.12	Liens.

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Section 4.13	Business Activities.
Section 4.14	Corporate Existence.
Section 4.15	Offer to Repurchase Upon Change of Control or Triggering Event.
Section 4.16	Sale/Leaseback Transactions.
Section 4.17	Designation of Restricted and Unrestricted Subsidiaries.
Section 4.18	Designation of Broadcast Business Companies as Unrestricted Subsidiaries.
Section 4.19	Guarantees of Indebtedness by Restricted Subsidiaries.
Section 4.20	Anti-Layering
Section 4.21	Further Instruments and Acts
Section 4.22	Listing
ARTICLE 5 SUCCESSORS
Section 5.01	Merger, Consolidation, or Sale of Assets.
ARTICLE 6 DEFAULTS AND REMEDIES
Section 6.01	Events of Default.
Section 6.02	Acceleration.
Section 6.03	Other Remedies.
Section 6.04	Waiver of Past Defaults.
Section 6.05	Control by Majority.
Section 6.06	Limitation on Suits.
Section 6.07	Rights of Holders to Receive Payment.
Section 6.08	Collection Suit by Trustee.
Section 6.09	Trustee May File Proofs of Claim.
Section 6.10	Priorities.
Section 6.11	Undertaking for Costs.
Section 6.12	Stay, Extension and Usury Laws.
ARTICLE 7 TRUSTEE
Section 7.01	Duties of Trustee.
Section 7.02	Rights of Trustee.
Section 7.03	Individual Rights of Trustee.
Section 7.04	Trustee’s Disclaimer.
Section 7.05	Notice of Defaults.
Section 7.06	Reports by Trustee to Holders.
Section 7.07	Compensation and Indemnity.
Section 7.08	Replacement of Trustee.
Section 7.09	Successor Trustee by Merger, etc.
Section 7.10	Eligibility; Disqualification.
Section 7.11	Preferential Collection of Claims Against Issuer.
ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance.
Section 8.02	Legal Defeasance and Discharge.
Section 8.03	Covenant Defeasance.
Section 8.04	Conditions to Legal Defeasance or Covenant Defeasance.
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.
Section 8.06	Repayment to Issuer.
Section 8.07	Reinstatement.

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ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders.
Section 9.02	With Consent of Holders.
Section 9.03	Compliance with Trust Indenture Act.
Section 9.04	Revocation and Effect of Consents.
Section 9.05	Notation on or Exchange of Notes.
Section 9.06	Trustee to Sign Amendments, etc.
ARTICLE 10 SATISFACTION AND DISCHARGE
Section 10.01	Satisfaction and Discharge.
Section 10.02	Application of Trust Money.
ARTICLE 11 GUARANTEES
Section 11.01	Guarantees.
Section 11.02	Limitation on Liability.
Section 11.03	Successors and Assigns.
Section 11.04	No Waiver.
Section 11.05	Modification.
Section 11.06	Execution of Supplemental Indenture for Future Guarantors.
Section 11.07	Non-Impairment
ARTICLE 12 SUBORDINATION OF THE SENIOR SUBORDINATED SUBSIDIARY GUARANTEE
Section 12.01	Agreement To Subordinate.
Section 12.02	Rights of Trustee and Paying Agent.
Section 12.03	Trustee Entitled To Rely.
Section 12.04	Trustee To Effectuate Subordination.
Section 12.05	Reliance by Holders of Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor on Subordination Provisions.
ARTICLE 13 MISCELLANEOUS
Section 13.01	Trust Indenture Act Controls.
Section 13.02	Notices.
Section 13.03	Communication by Holders with Other Holders.
Section 13.04	Certificate and Opinion as to Conditions Precedent.
Section 13.05	Statements Required in Certificate or Opinion.
Section 13.06	Rules by Trustee and Agents.
Section 13.07	No Personal Liability of Directors, Officers, Employees and Stockholders.
Section 13.08	Governing Law.
Section 13.09	No Adverse Interpretation of Other Agreements.
Section 13.10	Successors.
Section 13.11	Severability.
Section 13.12	Counterpart Originals.
Section 13.13	Table of Contents, Headings, etc.
Section 13.14	Submission to Jurisdiction; Appointment of Agent.

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EXHIBITS
Exhibit A	FORM OF FIXED RATE NOTE
Exhibit B	FORM OF FLOATING RATE NOTE
Exhibit C	FORM OF SUBORDINATED GUARANTEE
Exhibit D	FORM OF SENIOR GUARANTEE
Exhibit E	FORM OF CERTIFICATE OF TRANSFER
Exhibit F	FORM OF CERTIFICATE OF EXCHANGE

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INDENTURE, dated as of April 13, 2004, among NTL Cable PLC, a public limited company organized under the laws of England and Wales (the “Issuer”), NTL Incorporated, a Delaware corporation (“Parent”),Communications Cable Funding Corp., a Delaware corporation, NTL (UK) Group, Inc., a Delaware corporation, NTL Communications Limited, a limited company organized under the laws of England and Wales, NTL Investment Holdings Limited, a limited company organized under the laws of England and Wales (“NTLIH” or the “Senior Subordinated Subsidiary Guarantor”), and The Bank of New York, as trustee (the “Trustee”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined herein) of (a) the U.S. dollar-denominated 8.75% Senior Notes due 2014 (the “Dollar Notes”), (b) the sterling-denominated 9.75% Senior Notes due 2014 (the “Sterling Notes”), (c) the euro-denominated 8.75% Senior Notes due 2014 (the “Euro Notes”) and (d) the U.S. dollar-denominated Floating Rate Notes due 2012 (the “Floating Rate Notes”).  The Euro Notes, the Sterling Notes, the Dollar Notes and the Floating Rate Notes are referred to herein as the “Notes”.  Except as set forth in Section 3.07 or Article 9 hereof, all series of Notes will be treated as a single class.

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A or Exhibit B hereto bearing the applicable Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the respective Depositary therefor or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Sterling Notes, the Dollar Notes, the Euro Notes or the Floating Rate Notes, as the case may be, sold in reliance on Rule 144A.

“Additional Assets” means:

(a)any Property or assets (other than Indebtedness and Capital Stock) to be used by any Intermediate Guarantor, the Issuer or a Restricted Subsidiary in a Permitted Business;

(b)the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by any Intermediate Guarantor, the Issuer or another Restricted Subsidiary; or

(c)Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clause (b) or (c) above is primarily engaged in a Permitted Business.

“Additional Notes” means additional notes (other than the Initial Notes or Exchange Notes) of any series having identical terms and conditions to the Notes that may be issued from time to time under this Indenture in accordance with Sections 2.02 and 4.09 hereof.  Except as set forth in Article 9 hereof, any Additional Notes may be treated with the Notes as a single class and may vote on all matters with such Notes.

“Additional Subsidiary Guarantor” means a Restricted Subsidiary that is required to guarantee the Notes under Section 4.19 and Section 11.06 hereof.  Each such guarantee is referred to as an “Additional Subsidiary Guarantee.”

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Annualized Pro Forma EBITDA” means, as of any date of determination, (a) Pro Forma EBITDA for the most recently completed fiscal quarter for which financial statements have been previously furnished to Holders pursuant to Section 4.03 multiplied by (b) four.

“Applicable Premium” means, with respect to a Fixed Rate Note at any time, the greater of (1) 1.0% of the principal amount of such Fixed Rate Note at such time and (2) the excess of (A) the present value at such time of (i) the redemption price of such Fixed Rate Note at April 15, 2009 (such redemption price being described in the table appearing in paragraph (a) of Section 3.07, exclusive of any accrued interest) plus (ii) any required interest payments due on such Fixed Rate Note through April 15, 2009 (including any accrued and unpaid interest) computed using a discount rate equal to the Gilt Rate (in the case of the Sterling Notes), the Treasury Rate (in the case of the Dollar Notes), or the Bund Rate (in the case of the Euro Notes) plus 50 basis points, over (B) the principal amount of such Fixed Rate Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary with respect thereto that apply to such transfer or exchange.

“Asset Disposition” means any sale, lease (other than operating leases entered into in the ordinary course of business), transfer or other disposition (or series of related sales, leases, transfers or dispositions), including any disposition by means of a merger, consolidation, or similar transaction (each referred to for the purposes of this definition as a “disposition”), of any shares of Capital Stock of any Intermediate Guarantor that is a Subsidiary of CCFC, of the Issuer, of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Issuer or a Restricted Subsidiary) or of a Restricted Company or any assets of CCFC, the Issuer or any other Restricted Subsidiary or any Restricted Company,

other than,

(a)a disposition to any Intermediate Guarantor, the Issuer or a Subsidiary Guarantor,

(b)a disposition by CCFC or a Restricted Subsidiary to a Restricted Subsidiary,

(c)a disposition of Diamond by Parent in the transaction following which Diamond becomes a Wholly Owned Subsidiary of the Issuer,

(d)for purposes of Section 4.10 only, a disposition subject to Section 4.07,

(e)any disposition permitted under the provisions described in Article 5,

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(f)a sale of Temporary Cash Equivalents in the ordinary course of business,

(g)a disposition of inventory, consumer equipment, communications capacity and worn out or obsolete equipment or assets in the ordinary course of business,

(h)issuance of Capital Stock by a Restricted Subsidiary to any Intermediate Guarantor, the Issuer or another Restricted Subsidiary,

(i)any sale or other disposition of Receivables and Related Assets to a Receivables Subsidiary pursuant to or in connection with a Qualified Receivables Transaction,

(j)any sale or disposition deemed to occur in connection with creating or granting a Permitted Lien,

(k)any disposition of the Capital Stock, Transferable Debt, or all or substantially all Property of any Unrestricted Subsidiary; provided, however, that such disposition shall include the concurrent transfer of all liabilities (contingent or otherwise) attributable to the Property being transferred; provided further, however, that such disposition shall not, after giving effect to any related agreements, result nor be likely to result in any material liability, tax or other adverse consequences to any Intermediate Guarantor, the Issuer or any Restricted Subsidiary,

(l)the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other Property in the ordinary course of business which do not materially interfere with the business of the Intermediate Guarantors, the Issuer and their Restricted Subsidiaries,

(m)assets or Capital Stock acquired in an acquisition which any Intermediate Guarantor, the Issuer or any Restricted Subsidiary sells within 6 months of such acquisition,

(n)foreclosure on assets,

(o)surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind,

(p)any disposition of assets to a Person who is providing services related to such assets, the provision of which have been or are to be outsourced by CCFC or any Restricted Subsidiary to such Person; provided, however, that (1) if the outsourcing relates to non-core business activities, CCFC shall provide an Officer’s Certificate and (2) if the outsourcing relates to core business activities, the board of directors of Parent shall certify, in either case, that in the opinion of the Officer or the board of directors, as applicable, the outsourcing transaction will be economically beneficial to CCFC and its Restricted Subsidiaries (considered as a whole) and that the costs of such outsourcing are fair; provided further, however, that the Fair Market Value of the assets disposed of, when taken together with all other dispositions made pursuant to this clause (p), do not exceed 5% of Total Assets,

(q)a disposition to an Unrestricted Subsidiary in connection with a Broadcast Separation Transaction of the type described in clause (a) or clause (d) of the definition thereof, or

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(r)a disposition of Capital Stock or assets in a transaction or series of related transactions with an aggregate Fair Market Value of less than £20 million.

“Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate reasonably determined in good faith by a responsible financial or accounting officer of the Issuer to be the interest rate implicit in such Sale/ Leaseback Transaction in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended).

“Average Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing:

(1)the sum of the products of (a) the numbers of years from the date of determination to the date or dates of each successive scheduled principal payment of such Indebtedness or scheduled redemption or similar payment with respect to such Preferred Stock and (b) the amount of each such payment by

(2)the sum of all such payments.

“Bank Indebtedness” means any and all amounts payable under or in respect of an agreement, instrument or other document relating to a Credit Facility (including security documents, fee letters and intercreditor agreements related thereto), including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Person liable thereunder whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, Guarantees and all other amounts payable thereunder or in respect thereof, and any and all Refinancing Indebtedness Incurred in respect of any such amount (including amounts in respect of Refinancing Indebtedness), whether Incurred under or in respect of an agreement relating to a Credit Facility or otherwise (including Public Debt, other than Public Debt issued by the Issuer or any Intermediate Guarantor);

“Bankruptcy Law” means (a) the UK Insolvency Act 1986 or any other bankruptcy, insolvency, liquidation or similar laws of general application and (b) the United States Bankruptcy Code of 1978 or any similar U.S. federal or state law for the relief of debtors.

“Board of Directors” means the Board of Directors of CCFC or any committee thereof duly authorized to act on behalf of the Board of Directors of CCFC.

“Broadcast Business” means the portion of the business of CCFC and its Subsidiaries relating to the provision of digital and analog television and radio broadcast transmission services, studio play-out facilities, network design, construction and maintenance, tower site rental and satellite and media services, as well as the design and operation of radio networks and the provision of voice and data services to public safety organizations in the UK, as set forth in the note to Parent’s audited financial statements for the year ended December 31, 2003 describing the ntl: broadcast business segment.

“Broadcast Business Company” means any Subsidiary of any Intermediate Guarantor or the Issuer existing on the Closing Date or thereafter created that is primarily engaged in the Broadcast Business. “Broadcast Business Companies” means all such Subsidiaries of any Intermediate Guarantor or the Issuer.

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“Broadcast Business Investment” means, assuming that the Broadcast Business, taken as a whole, were a separate Person from the other businesses and activities of CCFC and its Restricted Subsidiaries, any direct or indirect advance, loan, other extension of credit or capital contribution to, or purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, or prepayment, repayment, repurchase, redemption, retirement, refinancing or defeasance of Indebtedness of, or other transaction made directly or indirectly in or with respect to the Broadcast Business by CCFC or any Restricted Subsidiary that (1) occurs after the date of this Indenture and (2) would constitute an Investment in the Broadcast Business if the Broadcast Business were such a separate Person.

“Broadcast Separation Transaction” means any transaction that the board of directors of Parent reasonably believes is necessary or desirable in connection with or to effect the segregation of the Broadcast Business from the other businesses and activities of CCFC and its Restricted Subsidiaries (or, in the case of clauses (c) and (d) below, the entry into such arrangements prior to designation as an Unrestricted Subsidiary in accordance with past practice), including any transaction:

(a)pursuant to any agreement entered into to effect or facilitate or otherwise in connection with the transfer of any assets or liabilities comprising the Broadcast Business not already held by the Broadcast Business Companies (i) to a Broadcast Business Company or (ii) to any Person who is or whose Affiliates are to acquire the business or assets of one or more Broadcast Business Companies as part of a connected transaction in conjunction with which each such Broadcast Business Company is to be designated as an Unrestricted Subsidiary, provided that, in the case of (ii), each such Broadcast Business Company could have been designated as an Unrestricted Subsidiary in accordance with Section 4.18 if all other assets or liabilities so transferred had been transferred to such Broadcast Business Company immediately prior to its designation as an Unrestricted Subsidiary;

(b)pursuant to any agreement entered into to effect or facilitate or otherwise in connection with the transfer (including by way of dividend) from a Broadcast Business Company to CCFC or any Restricted Subsidiary that is not a Broadcast Business Company of any assets or liabilities not related to the Broadcast Business;

(c)relating to the provision by CCFC or any Restricted Subsidiary in the ordinary course of business of performance guarantees, leasehold guarantees and related arrangements and similar arrangements entered into for the benefit of the Broadcast Business; provided, however, that with respect to any such guarantee or arrangement, a Broadcast Business Company is an obligor and undertakes to reimburse CCFC and any Restricted Subsidiary for any payments or losses arising therefrom;

(d)relating to the provision by CCFC or any Restricted Subsidiary to any Broadcast Business Company, or the provision by any Broadcast Business Company to CCFC or any Restricted Subsidiary, of corporate, technical, telecommunications, administrative and other services, and arrangements in connection with the use of shared assets, pursuant to any agreement or arrangement the terms of which the board of directors of Parent reasonably considers to provide for a fair allocation of costs; and

(e)relating to the capitalization, waiver or capital contribution by CCFC or any Restricted Subsidiary to a Broadcast Business Company of any Indebtedness owed by such Broadcast Business Company, or the capitalization, waiver or capital contribution by a Broadcast Business Company to CCFC or any Restricted Subsidiary of any Indebtedness

5

owed by CCFC or any Restricted Subsidiary, in order to effect the transactions referred to in paragraphs (a) and (b) above;

provided, however, that any such transaction, when considered as a whole with all other Broadcast Separation Transactions, including, without limitation, the allocation of the costs of such transaction, in the opinion of the board of directors of Parent, results in an allocation of assets and liabilities to the Broadcast Business Companies, on the one hand, and CCFC and its Restricted Subsidiaries, on the other hand, that is reasonably consistent with the principles used to determine revenues of the ntl: broadcast industry segment as reported in Parent’s financial statements for the year ended December 31, 2003.

“Broker-dealer” has the meaning set forth in the Registration Rights Agreement.

“Bund Rate” means, with respect to any relevant date, the rate per annum equal to the semiannual equivalent yield to maturity as of such date of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such relevant date, where:

(a)“Comparable German Bund Issue” means the German Bundesanleihe security selected by any Reference German Bund Dealer as having a fixed maturity most nearly equal to the period from such redemption date to April 15, 2009, and that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal amount of the Notes and of a maturity most nearly equal to April 15, 2009; provided, however, that, if the period from such redemption date to April 15, 2009 is less than one year, a fixed maturity of one year shall be used;

(b)“Comparable German Bund Price” means, with respect to any relevant date, the average of all Reference German Bund Dealer Quotations for such date (which, in any event, must include at least two such quotations), after excluding the highest and lowest such Reference German Bund Dealer Quotations, or if the Issuer obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations;

(c)“Reference German Bund Dealer” means any dealer of German Bundesanleihe securities appointed by the Issuer in consultation with the Trustee; and

(d)“Reference German Bund Dealer Quotations” means, with respect to each Reference German Bund Dealer and any relevant date, the average as determined by the Issuer of the bid and offered prices for the Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference German Bund Dealer at 3:30 p.m. Frankfurt, Germany, time on the third Business Day preceding the relevant date.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Capitalized Lease Obligation” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation

6

determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease.

“CCFC” means Communications Cable Funding Corp.

“Change of Control” means the occurrence of any of the following:

(a)any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than Parent or any other NTL Holding Company that is a Subsidiary of Parent is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (a) such person or group shall be deemed to have “beneficial ownership” of all shares that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of Parent, any other NTL Holding Company or the Issuer (for the purposes of this clause (a), such person shall be deemed to beneficially own any Voting Stock of an entity held by any other entity (the “parent entity”), if such other person is the beneficial owner (as defined in this clause (a)), directly or indirectly, of more than 50% of the voting power of the Voting Stock of such parent entity);

(b)during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of Parent or, at any time when they are not Wholly Owned Subsidiaries of Parent, any other NTL Holding Company or the Issuer (together with any new directors whose election to such board of directors or whose nomination for election by the shareholders of such company was approved by a vote of a majority of the directors of such company then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of Parent or, at any time when they are not Wholly Owned Subsidiaries of Parent, any other NTL Holding Company or the Issuer, as the case may be, then in office;

(c)the adoption of a plan relating to the liquidation or dissolution of Parent, the Issuer or any NTL Holding Company that is not a Wholly Owned Subsidiary of Parent; or

(d)the merger or consolidation of Parent, any other NTL Holding Company or the Issuer with or into another Person (other than Parent, any other NTL Holding Company or the Issuer) or the merger of another Person (other than Parent, any other NTL Holding Company or the Issuer) with or into Parent, any other NTL Holding Company or the Issuer or the sale of all or substantially all the assets of Parent, any other NTL Holding Company or the Issuer to another Person (other than Parent, any other NTL Holding Company or the Issuer), and, in the case of any such merger or consolidation, the securities of Parent, any other NTL Holding Company or the Issuer that are outstanding immediately prior to such transaction are changed into or exchanged for cash, securities or Property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving Person or transferee that represent immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving Person or transferee.

Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred if an NTL Holding Company that is not a Subsidiary of Parent becomes the ultimate parent of the Issuer and, if such NTL Holding Company had been Parent, no Change of Control would have otherwise occurred;

7

provided, however, that such NTL Holding Company guarantees the Notes on a senior basis in accordance with Section 11.06 hereof.

“Clearstream, Luxembourg” means Clearstream Banking, S.A.

“Closing Date” means April 13, 2004.

“Common Depositary” means The Bank of New York as common depositary for Euroclear and Clearstream, Luxembourg with repect to the Sterling Global Notes and the Euro Global Notes, or any successor entity thereto.

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

“Consolidated Interest Expense” means, for any period, the total interest expense of CCFC and its Consolidated Restricted Subsidiaries, including all Restricted Companies and their Subsidiaries, if they are not Consolidated Subsidiaries of CCFC, on a pro forma basis as if they had become Consolidated Subsidiaries of CCFC as of the Closing Date, plus, to the extent Incurred by CCFC and its Consolidated Restricted Subsidiaries, including all Restricted Companies and their Subsidiaries, if they are not Consolidated Subsidiaries of CCFC, on a pro forma basis as if they had become Consolidated Subsidiaries of CCFC as of the Closing Date, in such period but not included in such interest expense, without duplication:

(a)interest expense attributable to Purchase Money Indebtedness and Capitalized Lease Obligations and the interest expense attributable to leases constituting part of a Sale/Leaseback Transaction,

(b)amortization of debt discount and debt issuance costs,

(c)capitalized interest and interest paid in the form of additional Indebtedness,

(d)cash or non-cash interest expense,

(e)commissions, discounts and other fees and charges attributable to letters of credit and bankers’ acceptance financing,

(f)interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by, or secured by a Lien on the assets of, the Issuer or any Restricted Subsidiary,

(g)net costs associated with Hedging Obligations (including amortization of fees),

(h)dividends in respect of all Disqualified Stock of the Issuer and all Preferred Stock of any of the Subsidiaries of the Issuer, to the extent held by Persons other than the Issuer or a Wholly Owned Subsidiary of the Issuer,

(i)interest Incurred in connection with Investments in discontinued operations and

(j)the cash contributions to any employee share ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Issuer) in connection with Indebtedness Incurred by such plan or trust.

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“Consolidated Net Income” means, for any period, the net income of CCFC and its Consolidated Subsidiaries, including all Restricted Companies and their Subsidiaries, if they are not Consolidated Subsidiaries of CCFC, on a pro forma basis as if they had become Consolidated Subsidiaries of CCFC as of the first day of such period, for such period; provided, however, that there shall not be included in such Consolidated Net Income:

(a)any net income (or loss) of any Person (other than CCFC) if such Person is not a Subsidiary, or is an Unrestricted Subsidiary, except that, subject to the limitations contained in clause (d) below, CCFC’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash or Temporary Cash Equivalents distributed by such Person during such period to CCFC or a Restricted Subsidiary as a dividend or other similar distribution or return; provided, however, that any Designated Dividends received by CCFC or any Restricted Subsidiary shall not be included in Consolidated Net Income;

(b)any net income (or loss) of any Restricted Subsidiary to the extent such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Issuer (other than any restriction permitted under clause (1), (3) (solely to the extent relating to clause (1)) or (8) of paragraph (b) of Section 4.08), except that, subject to the limitations contained in clause (d) below, CCFC’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash or Temporary Cash Equivalents distributed by such Restricted Subsidiary during such period to CCFC or another Restricted Subsidiary as a dividend or other similar distribution;

(c)any gain (or loss) realized upon the sale or other disposition of any asset of CCFC or its Consolidated Subsidiaries (including pursuant to any Sale/Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person;

(d)any item classified as a restructuring, extraordinary, unusual, non-recurring or other non-operating gain or loss, including the costs of, and accounting for, financial instruments;

(e)any impairment loss of CCFC or its Restricted Subsidiaries relating to goodwill or other intangible assets;

(f)the cumulative effect of a change in accounting principles;

(g)all deferred financing costs written off in connection with the early extinguishment of Indebtedness, net of taxes; and

(h)any foreign currency transaction or translation gains or losses, net of taxes.

Notwithstanding the foregoing, for the purpose of Section 4.07 only, there shall be excluded from Consolidated Net Income any repurchases, repayments, redemptions or releases of Investments, proceeds realized on the sale or liquidation of Investments, and dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to CCFC or a Restricted Subsidiary to the extent such amounts increase the amount of Restricted Payments permitted under Section 4.07(a) pursuant to clause (C)(iv) or (D)(iv) thereof.

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“Consolidation” means the consolidation of the accounts of each of the Restricted Subsidiaries with those of CCFC in accordance with GAAP consistently applied; provided, however, that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of CCFC or any Restricted Subsidiary in an Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Issuer in accordance with Section 13.02.

“Credit Facility” means any debt facility or commercial paper facility (including the New Credit Facility) or ancillary facility, in each case with a lender or a syndicate of commercial bank lenders or other financial institutions, providing for revolving credit loans, term loans, receivables financing or letters of credit, in each case, as amended, restated, refunded, renewed, replaced or refinanced in whole or in part from time to time by a lender or a syndicate of commercial bank lenders or other financial institutions.

“Currency Agreement” means with respect to any Person any foreign exchange contract, currency swap agreements or other similar agreement or arrangement to which such Person is a party or of which it is a beneficiary.

“Custodian” means

(a)in the case of any Global Note held through DTC, the Trustee, as custodian for DTC with respect to such Global Note, and

(b)in the case of any Global Note held through Euroclear or Clearstream, Luxembourg, the Common Depositary.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A or Exhibit B hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to any Global Note, the Person specified in Section 2.03 hereof as the Depositary with respect to such Global Note or any successor thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Dividends” means any dividends, repayments of the principal of loans or advances or other transfers of assets after the designation of any Broadcast Business Company as an Unrestricted Subsidiary in accordance with the terms of this Indenture received by any Intermediate Guarantor, the Issuer or any Restricted Subsidiary from such Broadcast Business Company that are designated at the time of payment, repayment or transfer to be distributed promptly upon receipt to any NTL Holding Company of which CCFC is a Subsidiary and that are so distributed, together with all liabilities (contingent or otherwise) attributable to the Property being transferred, substantially concurrently with the receipt thereof by any Intermediate Guarantor, the Issuer or any Restricted Subsidiary.

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“Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by any Intermediate Guarantor, the Issuer or any Restricted Subsidiary in connection with an Asset Disposition that is designated pursuant to an Officer’s Certificate. The aggregate Fair Market Value of the Designated Non-Cash Consideration, taken together with the Fair Market Value at the time of receipt of all other Designated Non-Cash Consideration then held by any Intermediate Guarantor, the Issuer or any Restricted Subsidiary, may not exceed the greater of (a) £50 million in the aggregate or (b) 1.00% of Total Assets, at the time of the receipt of the Designated Non-Cash Consideration (with the Fair Market Value being measured at the time received and without giving effect to subsequent changes in value).

“Designated Senior Indebtedness” means any Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor (other than Bank Indebtedness) which at the time of determination exceeds £75 million in aggregate principal amount (or accreted value in the case of Indebtedness issued at a discount) outstanding or available under a committed facility, which is specifically designated in the instrument evidencing such Senior Indebtedness as “Designated Senior Indebtedness” by such Person and as to which the Trustee has been given written notice of such designation.

“Diamond” means Diamond Cable Communications Limited.

“Diamond Notes” means the sterling-denominated 10% Senior Notes due 2008 and the dollar-denominated 9 1/8% Senior Notes due 2008 of Diamond Holdings Limited.

“Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event:

(a)matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person that is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise,

(b)is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock convertible or exchangeable solely at the option of the Issuer or a Restricted Subsidiary; provided, however, that any such conversion or exchange shall be deemed an Incurrence of Indebtedness or Disqualified Stock, as applicable) or

(c)is redeemable at the option of the holder thereof, in whole or in part,

in the case of each of clauses (a), (b) and (c), on or prior to 180 days following the Stated Maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to 180 days following the Stated Maturity of the Notes shall not constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the provisions of Sections 4.10 and 4.15.

“Dollar Global Note” means a Global Note representing Dollar Notes.

“Dollar Notes” has the meaning assigned to it in the preamble to this Indenture.

“EBITDA” for any period means the Consolidated Net Income for such period plus, without duplication, the following to the extent deducted in calculating such Consolidated Net Income of CCFC

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and its Consolidated Restricted Subsidiaries, including all Restricted Companies and their Subsidiaries, if they are not Consolidated Subsidiaries of CCFC, on a pro forma basis as if they had become Consolidated Subsidiaries of CCFC as of the Closing Date:

(a)income tax expense,

(b)Consolidated Interest Expense,

(c)depreciation expense,

(d)amortization expense (excluding amortization expense attributable to a prepaid cash item that was paid in a prior period),

(e)all other non-cash charges (excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash expenditures in any future period) less all non-cash items of income (excluding any such non-cash item of income to the extent it will result in receipt of cash payments in any future period),

(f)Other cash changes for professional fees and services incurred in connection with the planning, negotiating, documenting or other activities related to a proposed financing, acquisition or disposition transaction involving a Permitted Business if such transaction is abandoned.

(g)the amount of minority interest expense deducted in calculating Consolidated Net Income,

(h)the amount of any restructuring charge deducted for such period in calculating Consolidated Net Income,

(i)recapitalization items, net,

(j)share of income or loss on equity Investments and

(k)asset impairments,

in each case for such period.

Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed, directly or indirectly, to CCFC by such Restricted Subsidiary without breaching or violating a restriction, directly or indirectly, applicable to such Restricted Subsidiary (disregarding for this purpose any restriction permitted under clause (1), (3) (solely to the extent relating to clause (1)) or (8) of paragraph (b) of Section 4.08.

“Equity Offering” means a public or private sale for cash of Capital Stock (1) that is a sale of Capital Stock of the Issuer or any NTL Holding Company by the Issuer or any NTL Holding Company other than to the Issuer or any NTL Holding Company (not including convertible debt or other equity-linked securities or purchases of Capital Stock of the Issuer or any NTL Holding Company funded by a

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sale of debt, convertible debt or other equity-linked securities of the Issuer or any NTL Holding Company) and (2) in the case of a sale of Capital Stock of Parent by Parent, the proceeds of which are contributed to the Issuer or any Intermediate Guarantor.

“Euroclear” means Euroclear Bank S.A./N.V.

“Euro Global Note” means a Global Note representing Euro Notes.

“Euro Notes” has the meaning assigned to it in the preamble to this Indenture.

“European Government Obligations” means the highest-rated sovereign obligations of the European Union or a Member State that are payable in euro for the timely payment of which its full faith and credit is pledged, in each case which are not callable or redeemable at the issuer’s option.

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

“Exchange Notes” means the Notes issued in the Exchange Offer and any Private Exchange Notes issued in a Private Exchange pursuant to Section 2.06(f) hereof.  References to the “Notes” in this Indenture shall include any Exchange Notes and Private Exchange Notes issued hereunder.

“Exchange Offer” has the meaning set forth in any Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Existing Credit Facility” means the senior credit facility dated May 30, 2000 among Parent, NTL Communications Limited, NTLIH as borrower, certain subsidiaries of NTLIH as guarantors, J.P. Morgan plc and Morgan Stanley Senior Funding, Inc. as arrangers and joint book managers of the revolving facility, J.P. Morgan Europe Limited as agent and security trustee and the lenders party thereto, as amended, modified, supplemented, extended or replaced from time to time and, subsequent to the Closing Date, in accordance with the terms of the Indenture.

“Fair Market Value” means, with respect to any asset or Property, the price which could be negotiated in an arm’s-length transaction between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. For purposes of Section 4.10, the Fair Market Value of Property or assets other than cash which involves an aggregate amount in excess of £10 million shall be set forth in a resolution of the Board of Directors.

“Fixed Rate Notes” means the Sterling Notes, the Dollar Notes and the Euro Notes.

“Floating Rate Global Note” means a Global Note representing Floating Rate Notes.

“Floating Rate Notes” has the meaning assigned to it in the preamble to this Indenture.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Closing Date. All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP as in effect at the Closing Date.

“Gilt Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United Kingdom government securities with a fixed maturity (as complied by the Office for National Statistics and published in the most recent Financial Statistics that have become publicly available at least

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two Business Days in London prior to such redemption date (or, if such Financial Statistics are no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to April 15, 2009; provided, however, that if the period from such redemption date to April 15, 2009 is less than one year, the weekly average yield on actually traded United Kingdom government securities denominated in sterling adjusted to a fixed maturity of one year shall be used.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A or Exhibit B hereto issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

“Global Note Legend” means the legend set forth in Section 2.06(g)(2) or (3), as applicable, which is required to be placed on all Global Notes issued under this Indenture.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(a)to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or

(b)entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” shall not include (1) endorsements for collection or deposit in the ordinary course of business or (2) a contractual commitment by a Person to make an Investment in another Person so long as such Investment is reasonably expected to constitute a Permitted Investment under clause (a) or (b) of the definition of “Permitted Investment.” The term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or any Currency Agreement.

“Holder” means, for so long as the Notes are represented by Global Notes, each bearer thereof, and, in the event that certificated Notes are issued, each Person in whose name the Notes are registered on the Registrar’s books.

“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning.

Solely for purposes of determining compliance with Section 4.09, the following will not be deemed to be the Incurrence of Indebtedness: (a) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security; (b) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class

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and with the same terms; (c) the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or the making of a mandatory offer to purchase such Indebtedness; and (d) a change in GAAP that results in an obligation of such Person that exists at such time, and is not theretofore classified as Indebtedness, becoming Indebtedness.

“Indebtedness” means, with respect to any Person on any date of determination, without duplication:

(a)the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;

(b)the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (other than loan notes or similar instruments issued solely by way of consideration for the acquisition of assets in order to defer capital gains or equivalent taxes where such loan notes or similar instruments are not issued for the purpose of financing but are issued for tax purposes);

(c)all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (including reimbursement obligations with respect thereto), other than reimbursement obligations with respect to letters of credit securing obligations (other than obligations described in (a), (b) and (e) of this definition) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the fifth Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit;

(d)all obligations of such Person to pay the deferred and unpaid purchase price of Property or services (except Trade Payables), which purchase price is due more than six months after the date of placing such Property in service or taking delivery and title thereto or the completion of such services and whose primary purpose is for financing;

(e)all Capitalized Lease Obligations and all Attributable Debt of such Person;

(f)the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued dividends);

(g)all obligations referred to in other clauses of this definition of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of Indebtedness of such Person shall be the lesser of: (1) the Fair Market Value of such asset at such date of determination and (2) the amount of such Indebtedness of such other Persons;

(h)Hedging Obligations of such Person; and

(i)all obligations of the type referred to in clauses (a) through (h) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee.

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The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date as determined in accordance with GAAP. The amount of Indebtedness under Hedging Obligations of a Person will be calculated by reference to the net liability of such Person thereunder (as determined in accordance with GAAP as of the date of the most recent financial statements distributed to Holders under Section 4.03).

For purposes hereof, “Indebtedness” shall not include (1) Indebtedness Incurred in connection with a Broadcast Separation Transaction of the type described in clause (c) of the definition thereof and (2) Indebtedness of CCFC or any Restricted Subsidiary owed to any Broadcast Business Company; provided (in the case of (2)) that such Indebtedness (A) is Incurred in connection with a Broadcast Separation Transaction, (B) is expressly subordinated for the benefit of the Holders to the prior payment in full in cash of all obligations with respect to the Notes, and (C) is discharged, capitalized or otherwise retired without payment on or prior to any Broadcast Business Company ceasing to be a Wholly Owned Subsidiary of Parent.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Financial Advisor” means an investment banking, financial advisory, valuation or accounting firm of international standing or any third-party appraiser of international standing; provided that such firm or appraiser is not an Affiliate of the Issuer.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the £375 million aggregate principal amount of Sterling Notes, the $425 million aggregate principal amount of Dollar Notes, the €225 million aggregate principal amount of Euro Notes and the $100 million aggregate principal amount of Floating Rate Notes, as the case may be, issued under this Indenture on the date hereof.

“Intercreditor Deed” means the Intercreditor Deed among the Issuer, NTLIH, Credit Suisse First Boston, The Bank of New York and the senior lenders party thereto, to be dated the Closing Date, as the same may be amended, modified, supplemented, extended or replaced from time to time, in each case in accordance with the terms of this Indenture.

“Interest Rate Agreement” means with respect to any Person any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement to which such Person is party or of which it is a beneficiary.

“Intermediate Guarantor” means CCFC, NTL (UK) Group, Inc., NTL Communications Limited and any future Subsidiary of CCFC of which the Issuer is a Subsidiary, which future Subsidiary shall be required to guarantee the Notes on a senior basis in accordance with Section 11.06 hereof.  The guarantee of the Notes by each Intermediate Guarantor is referred to as an “Intermediate Guarantee.”

“Investment” in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are of a type that will be recorded as accounts receivable on the balance sheet of the lender) or other extension of credit (including by way of Guarantee or similar arrangement) or capital contribution to (including by means of any transfer of cash or other Property to others or any payment for Property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person, or any

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prepayment, repayment, repurchase, redemption, retirement, refinancing or defeasance of Indebtedness of such Person, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. For purposes of Sections 4.07, 4.17 and 4.18,

(a)“Investment” shall include the portion (proportionate to CCFC’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of CCFC at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, CCFC shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(1)CCFC’s “Investment” in such Subsidiary at the time of such redesignation less

(2)the portion (proportionate to CCFC’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

(b)any Property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.

For purposes hereof, “Investment” shall not include a Broadcast Separation Transaction of the type described in clauses (a), (c), (d) or (e) of the definition thereof.

“Issuer” has the meaning assigned to it in the preamble to this Indenture.

“Legal Holiday” means (a) a Saturday, Sunday or other day on which banking institutions are not required by law or regulation to be open in the State of New York or London, England and (b) a day on which TARGET is not operating.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and sent to all Holders for use by such Holders in connection with the Exchange Offer.

“Leverage Ratio” means the ratio of:

(a)the outstanding Indebtedness of CCFC and its Consolidated Restricted Subsidiaries, including all Restricted Companies and their Subsidiaries, if they are not Consolidated Subsidiaries of CCFC, on a pro forma basis as if they were Consolidated Subsidiaries of CCFC, to

(b)the Annualized Pro Forma EBITDA.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Member State” means any country that is a member of the European Union on the Closing Date.

“Merger Event” shall be the first event that is designated a Merger Event by the Board of Directors pursuant to (1) a merger or consolidation of Parent or a Wholly Owned Subsidiary of Parent with or into the Target Group, (2) the acquisition by Parent or a Wholly Owned Subsidiary of Parent of all of the outstanding Capital Stock or all or substantially all of the assets of the Target Group or (3) the acquisition by the Target Group of all of the outstanding Capital Stock or all or substantially all of the assets, of Parent or a Wholly Owned Subsidiary of Parent; provided, however, that the provisions of this

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Indenture relating to a Merger Event apply only to the first Merger Event to be so designated after the Closing Date and not to any subsequent Merger Events.

“Net Available Cash” from an Asset Disposition means cash payments received (including, only when and as received, any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of:

(a)all legal, accounting and investment banking fees and expenses, title and recording tax expenses, commissions and other fees and expenses incurred, and all national, regional, state, provincial, foreign and local taxes required to be paid as a consequence of such Asset Disposition,

(b)all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition,

(c)all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition and

(d)appropriate cash amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the Property or other assets disposed of in such Asset Disposition and retained by the Issuer or any Restricted Subsidiary after such Asset Disposition.

“Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“New Credit Facility” means the senior secured credit facility to be dated the Closing Date among Parent, certain of its Subsidiaries as guarantors, Credit Suisse First Boston, as facility agent and security trustee, the mandated lead arrangers and the lenders party thereto, as the same may be amended, modified, supplemented, extended or replaced from time to time, in each case in accordance with the terms of the Indenture.

“Non-Recourse Debt” means Indebtedness:

(a)as to which neither CCFC, the Issuer nor any other Restricted Subsidiary (1) provides any Guarantee or credit support of any kind (including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (2) is directly or indirectly liable (as a guarantor or otherwise);

(b)no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of CCFC, the Issuer or

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any other Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; provided, that this clause (b) shall not apply to a default under Indebtedness of a Restricted Subsidiary in an amount that is less than or equal to £20 million resulting from a default under Indebtedness of any Broadcast Business Company that is a Wholly Owned Subsidiary; and

(c)the explicit terms of which provide there is no recourse against any of the assets of CCFC, the Issuer or any other Restricted Subsidiary.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Guarantor” means Parent, each Intermediate Guarantor, the Senior Subordinated Subsidiary Guarantor, and each Additional Subsidiary Guarantor.  The guarantee of the Notes by each Note Guarantor is referred to as a “Note Guarantee.”

“Notes” has the meaning assigned to it in the preamble to this Indenture.  The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, except as described under Article 9 hereof, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes, the Exchange Notes and any Additional Notes.

“NTL Holding Company” means any Person, including Parent, of which the Issuer is a Wholly Owned Subsidiary.

“NTLIH” has the meaning assigned to it in the preamble to this Indenture.

“Officer” of a Person means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer, Assistant Treasurer, or the Secretary or Assistant Secretary.

“Officer’s Certificate” means a certificate signed by an Officer.

“Opinion of Counsel” means a written opinion from legal counsel of recognized standing in a form reasonably satisfactory to the addressee of such opinion. The counsel may be an employee of or counsel to the Issuer, a Subsidiary Guarantor or the Trustee.

“Parent” has the meaning assigned to it in the preamble to this Indenture.

“Parent Guarantee” means the guarantee of the Notes by Parent.

“Participant” means, with respect to any Depositary, a Person who is a participant of or has an account with such Depositary (and, with respect to DTC, shall include Euroclear and Clearstream, Luxembourg).

“Permitted Business” means any business engaged in by CCFC, the Issuer or any other Restricted Subsidiary on the Closing Date and any Related Business.

“Permitted Investment” means an Investment by CCFC, the Issuer or any other Restricted Subsidiary in:

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(a)CCFC, the Issuer, any other Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Permitted Business;

(b)another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, CCFC, the Issuer or any other Restricted Subsidiary; provided, however, that such Person’s primary business is a Permitted Business;

(c)cash and Temporary Cash Investments;

(d)receivables owing to CCFC, the Issuer or any other Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as CCFC, the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

(e)payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(f)loans, advances or Guarantees of loans or advances to employees (including for relocation) made in the ordinary course of business of CCFC, the Issuer or such Restricted Subsidiary and not exceeding £2.5 million in the aggregate outstanding at any one time;

(g)shares, obligations or securities received in settlement of debts created in the ordinary course of business and owing to CCFC, the Issuer or any other Restricted Subsidiary or in satisfaction of judgments;

(h)any Person to the extent such Investment represents the non-cash portion of the consideration received for an Asset Disposition that was made pursuant to and in compliance with Section 4.10;

(i)any Person, if such Investment is in existence on the Closing Date and any Investment in any Person to the extent such Investment Refinances an Investment in such Person existing on the Closing Date in an amount not exceeding the amount of the Investment being Refinanced; provided, however, that such new Investment is on terms and conditions no less favorable to CCFC, the Issuer or any other Restricted Subsidiary than the Investment being Refinanced;

(j)Guarantees permitted to be Incurred under Section 4.09;

(k)lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business;

(l)Hedging Obligations permitted under this Indenture;

(m)repurchases of the Notes or the Exchange Notes;

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(n)Investments resulting from the disposition of assets in transactions excluded from the definition of “Asset Disposition” pursuant to the exclusions from such definition;

(o)any Person where such Investment was acquired by CCFC, the Issuer or any other Restricted Subsidiary (1) in exchange for any other Investment or accounts receivable held by CCFC, the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (2) as a result of a foreclosure by CCFC, the Issuer or any such Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(p)any Receivables Subsidiary organized in connection with a Qualified Receivables Transaction that, in the good faith determination of CCFC, are necessary or advisable to effect such Qualified Receivables Transaction; and

(q)any Person; provided, however, that such Investment (having a Fair Market Value measured on the date such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (q) since the Closing Date, shall not exceed at the time the Investment is made the greater of (1) 2.0% of Total Assets or (2) £100 million; provided, further, however, that Investments made in any Unrestricted Subsidiary pursuant to this clause (q) shall not increase the amount of Restricted Payments permitted to be made under Section 4.07 upon any redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary.

“Permitted Liens” means, with respect to any Person:

(a)pledges or deposits by such Person under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or Temporary Cash Investments to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or customs duties in connection with the importation of goods or for the payment of rent, in each case Incurred in the ordinary course of business;

(b)Liens imposed by law, such as statutory Liens for landlords and carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet delinquent or being contested in good faith or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

(c)Liens for taxes, assessments or government charges or claims not yet due or payable or subject to penalties for non-payment or which are being contested in good faith;

(d)Liens in favor of issuers of surety bonds, performance bonds or letters of credit, bankers’ acceptances or other obligations of a like nature provided by any Intermediate Guarantor or a Restricted Subsidiary in the ordinary course of business; provided, however, that such letters of credit or bankers’ acceptances do not constitute Indebtedness;

(e)survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, utility agreements, telegraph and telephone

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lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(f)Liens securing Purchase Money Indebtedness and Capitalized Lease Obligations Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, assets or Property of such Person; provided, however, that the Lien may not extend to any other assets or Property owned by such Person or any of its Subsidiaries at the time the Lien is Incurred, and the original principal amount of the Indebtedness secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the Property subject to the Lien;

(g)Liens to secure Bank Indebtedness Incurred pursuant to clause (1) or (12) (to the extent relating to Bank Indebtedness, provided that the principal amount of Bank Indebtedness Incurred pursuant to clause (12) and so secured shall not exceed £1,250,000,000, less the amount of Target Group Indebtedness refinanced as Bank Indebtedness under clause (1)) of paragraph (b) of Section 4.09 and Liens to secure Indebtedness (including Bank Indebtedness but other than Public Debt issued by the Issuer or any Intermediate Guarantor) Incurred pursuant to paragraph (a) or clause (4) of paragraph (b) (to the extent relating to paragraph (a)) of Section 4.09.

(h)Liens existing on the Closing Date;

(i)Liens on Property or shares of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens do not extend to any other Property owned by such Person or any of its Subsidiaries;

(j)Liens on Property at the time such Person or any of its Subsidiaries acquires the Property, including any acquisition by means of a merger or consolidation with or into such Person or any Subsidiary of such Person; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens do not extend to any other Property owned by such Person or any of its Subsidiaries;

(k)Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to a Restricted Subsidiary or the Issuer (other than Indebtedness or other obligations owing by a Subsidiary Guarantor to a Subsidiary that is not a Subsidiary Guarantor);

(l)Liens securing Hedging Obligations permitted to be Incurred under this Indenture so long as such obligations relate to Indebtedness that is, and is permitted under this Indenture to be, secured by a Lien on the same Property securing such obligations or cash collateral or customary Liens Incurred in connection with Hedging Obligations;

(m)Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (f), (h), (i) and (j); provided, however, that:

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(1)such new Lien shall be limited to all or part of the same Property that secured the original Lien (plus improvements to or on such Property) and

(2)the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of:

(A)the outstanding principal amount or, if greater, committed amount of the Indebtedness secured by Liens described under clause (f), (h), (i) or (j) at the time the original Lien became a Permitted Lien under this Indenture and

(B)an amount necessary to pay any fees and expenses, including premiums, related to such Refinancings;

(n)Liens securing the Notes, the Intermediate Guarantees, the Subsidiary Guarantees and other obligations of any Intermediate Guarantor and its Subsidiaries under this Indenture;

(o)Liens of a Restricted Subsidiary that is not an Intermediate Guarantor, the Issuer or a Subsidiary Guarantor securing Indebtedness of a Restricted Subsidiary that is not an Intermediate Guarantor, the Issuer or a Subsidiary Guarantor;

(p)Liens in favor of any Intermediate Guarantor, the Issuer or a Subsidiary Guarantor;

(q)Liens to secure Receivables and Related Assets as part of a Qualified Receivables Transaction;

(r)Liens arising by virtue of any statutory or common law provisions (or by agreement to the same effect) relating to banker’s Liens, contractual rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution;

(s)Liens arising from U.S. Uniform Commercial Code financing statement filings (or similar filings in other applicable jurisdictions) regarding operating leases entered into by the Person in the ordinary course of business;

(t)Liens in connection with any Sale/Leaseback Transaction permitted under Section 4.16;

(u)Liens in connection with a Broadcast Separation Transaction of the type described in clauses (a) through (d) of the definition thereof; and

(v)Liens Incurred in the ordinary course of business of any Intermediate Guarantor or any Restricted Subsidiary with respect to obligations (other than Indebtedness for borrowed money) that do not exceed £20 million at any time outstanding.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

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“principal” of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Pro Forma EBITDA” means, for any period, the EBITDA of CCFC and its Consolidated Restricted Subsidiaries, including all Restricted Companies and their Subsidiaries, if they are not Consolidated Subsidiaries of CCFC, on a pro forma basis as if they had become Consolidated Subsidiaries of CCFC as of the Closing Date, after giving effect to the following:

if:

(a)since the beginning of such period, CCFC or any Restricted Subsidiary shall have made any Asset Disposition or an Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary) or an acquisition of Property;

(b)the transaction giving rise to the need to calculate Pro Forma EBITDA is such an Asset Disposition, Investment or acquisition; or

(c)since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into CCFC or any Restricted Subsidiary since the beginning of such period shall have made such an Asset Disposition, Investment or acquisition,

EBITDA for such period shall be calculated in good faith by a responsible financial or accounting officer of CCFC after giving pro forma effect to such Asset Disposition, Investment or acquisition as if such Asset Disposition (and the application of the proceeds therefrom), Investment or acquisition occurred on the first day of such period.

“Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person.

“Public Debt” means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act or (b) a private placement to institutional investors that is underwritten for resale in accordance with Rule 144A or Regulation S under the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC for public resale. The term “Public Debt,” for the avoidance of doubt, shall not be construed to include any Indebtedness issued to institutional investors in a direct placement of such Indebtedness that is not underwritten by an intermediary (it being understood that, without limiting the foregoing, a financing that is distributed to not more than ten Persons (provided that multiple managed accounts and Affiliates of any such Persons shall be treated as one Person for the purposes of this definition) shall not be deemed underwritten), or any Bank Indebtedness under any Credit Facility, Capitalized Lease Obligation or recourse transfer of any financial asset or any other type of Indebtedness Incurred in a manner not customarily viewed as a “securities offering.”

“Purchase Money Indebtedness” means Indebtedness:

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(a)consisting of the deferred purchase price of an asset, conditional sale obligations, obligations under any title retention agreement and other purchase money obligations, in each case where the maturity of such Indebtedness does not exceed the anticipated useful life of the asset being financed, and

(b)Incurred to finance the acquisition by CCFC or a Restricted Subsidiary of such asset, including additions and improvements;

provided, however, that the original principal amount of such Indebtedness is Incurred within 180 days after the acquisition by such Intermediate Guarantor or such Restricted Subsidiary of such asset.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by CCFC, the Issuer or any other Restricted Subsidiary pursuant to which CCFC, the Issuer or any other Restricted Subsidiary may sell, convey or otherwise transfer to:

(a)a Receivables Subsidiary (in the case of a transfer by CCFC, the Issuer or any other Restricted Subsidiary); and

(b)any other Person (in the case of a transfer by a Receivables Subsidiary),

or may grant a security interest in, any Receivables and Related Assets.

“Receivables and Related Assets” means accounts receivable, instruments, chattel paper, obligations, general intangibles and other similar assets, including interests in merchandise or goods, the sale or lease of which give rise to the foregoing, related contractual rights, Guarantees, insurance proceeds, collections, other related assets and assets that are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitization transactions involving accounts receivable, and proceeds of all the foregoing.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Qualified Receivables Transaction.

“Receivables Subsidiary” means a Subsidiary of CCFC that engages in no activities other than in connection with the financing of accounts receivable and that is designated by the Board of Directors (as provided below) as a Receivables Subsidiary and:

(a)has no Indebtedness or other Obligations (contingent or otherwise) that:

(1)are guaranteed by CCFC, the Issuer or any other Restricted Subsidiary, other than contingent liabilities pursuant to Standard Securitization Undertakings;

(2)are recourse to or obligate CCFC, the Issuer or any other Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings; or

(3)subjects any Property or assets of CCFC, the Issuer or any other Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

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(b)has no contract, agreement, arrangement or undertaking (except in connection with a Qualified Receivables Transaction) with CCFC, the Issuer or any other Restricted Subsidiary other than on terms no less favorable to CCFC, the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer, other than fees payable in the ordinary course of business in connection with servicing accounts receivables; and

(c)neither CCFC, the Issuer nor any other Restricted Subsidiary has any obligation to maintain or preserve such Receivables Subsidiary’s financial condition or cause such Receivables Subsidiaries to achieve certain levels of operating results.

Any such designation by the Board of Directors shall be evidenced to the relevant Trustee by filing with such Trustee a copy of the resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying, to such Officer’s knowledge and belief after consulting with counsel, that such designation complied with the foregoing conditions.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means any Indebtedness that Refinances any other Indebtedness, including any successive Refinancings, so long as:

(a)such Indebtedness is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of:

(1)the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being Refinanced, and

(2)an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such Refinancing,

(b)the Average Life of such Indebtedness is equal to or greater than the Average Life of the Indebtedness being Refinanced,

(c)the Stated Maturity of such Indebtedness is no earlier than the Stated Maturity of the Indebtedness being Refinanced,

(d)the new Indebtedness is not senior in right of payment to the Indebtedness that is being Refinanced, and

(e)to the extent such Indebtedness directly or indirectly Refinances Indebtedness of a Restricted Subsidiary Incurred pursuant to clauses (5) or (12) of Section 4.09(b), such Refinancing Indebtedness is Incurred only by such Restricted Subsidiary (except, in the case of Indebtedness originally Incurred under clause (12) of Section 4.09(b), for Indebtedness Refinanced as Bank Indebtedness under clause (1) of Section 4.09(b));

provided, however, that Refinancing Indebtedness shall not include:

(y)Indebtedness of a Restricted Subsidiary that is not an Intermediate Guarantor, the Issuer or the Senior Subordinated Subsidiary Guarantor that Refinances Indebtedness of an

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Intermediate Guarantor, the Issuer or the Senior Subordinated Subsidiary Guarantor (unless the Indebtedness being Refinanced is Bank Indebtedness permitted to be Incurred under this Indenture or Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor) or

(z)Indebtedness of any Intermediate Guarantor, the Issuer or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary or any NTL Holding Company of which CCFC is a Subsidiary.

“Registration Rights Agreement” means the Exchange and Registration Rights Agreement, dated the Closing Date, among the Issuer and the other parties named on the signature pages thereof, relating to the Notes, as such agreement may be amended, modified or supplemented from time to time, and, with respect to any Additional Notes, one or more registration rights agreements among the Issuer and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuer to the purchasers of Additional Notes to register such Additional Notes offered in exchange for such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Global Note bearing the applicable Global Note Legend and the Private Placement Legend and deposited with or on behalf of the respective Depositary (or the common depositary) therefor and registered in the name of the respective Depositary (or the common depositary) therefor or its nominee, issued in a denomination equal to the outstanding principal amount of the Sterling Notes, the Dollar Notes, the Euro Notes or the Floating Rate Notes, as the case may be, initially sold in reliance on Rule 903 of Regulation S.

“Related Business” means any business related, ancillary or complementary to the businesses of the Intermediate Guarantors, the Issuer and the Restricted Subsidiaries on the Closing Date including, without limitation, all forms of television, telephony and Internet services and any services relating to carriers, networks, broadcast or communications services.

“Representative” means the trustee, agent or representative (if any) for an issue of Senior Indebtedness.

“Responsible Officer,” means any officers within the corporate trust and agency department of the Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by such officers, or to whom any corporate trust matter is referred because of such individual’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Companies” means Diamond and its Subsidiaries, provided that any Restricted Company shall no longer be deemed a “Restricted Company” as of the time it becomes a Wholly Owned Subsidiary of the Issuer. “Restricted Company” shall have a correlative meaning.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Subsidiary” means any Subsidiary of CCFC and, if not a Wholly Owned Subsidiary of CCFC, any Restricted Company and its Subsidiaries, in each case other than an Unrestricted Subsidiary.

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“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 902” means Rule 902 promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“Sale/Leaseback Transaction” means an arrangement relating to Property now owned or hereafter acquired by CCFC, the Issuer or any other Restricted Subsidiary whereby CCFC, the Issuer or any other Restricted Subsidiary transfers such Property to a Person and CCFC, the Issuer or such Restricted Subsidiary leases it from such Person, other than leases between CCFC, the Issuer and any other Restricted Subsidiary or between Restricted Subsidiaries.

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

“Secured Indebtedness” means any Indebtedness of any Person secured by a Lien.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Security Trustee” means Credit Suisse First Boston, as security trustee under the Intercreditor Deed or any successor thereto in its capacity as trustee under the Intercreditor Deed or any Person acting in such capacity under an additional intercreditor deed relating to the Notes.

“Senior Default” means an event of default in respect of Bank Indebtedness or Designated Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor other than a Senior Payment Default.

“Senior Indebtedness” of the Issuer or the Senior Subordinated Subsidiary Guarantor means the principal of, premium (if any) and accrued and unpaid interest on (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization of the Issuer or the Senior Subordinated Subsidiary Guarantor, regardless of whether or not a claim for post-filing interest is allowed in such proceedings), and fees and other amounts owing in respect of, Bank Indebtedness (including Hedging Obligations relating thereto) and all other Indebtedness of the Issuer or the Senior Subordinated Subsidiary Guarantor, as applicable, whether outstanding on the Closing Date or thereafter Incurred, unless in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such obligations are (a) subordinated in right of payment to the Notes, in the case of Indebtedness of the Issuer, or (b) rank pari passu with, or are subordinated in right of payment to, the Senior Subordinated Subsidiary Guarantor’s Senior Subordinated Subsidiary Guarantee, in the case of Indebtedness of the Senior Subordinated Subsidiary Guarantor; provided, however, that Senior Indebtedness of the Issuer or the Senior Subordinated Subsidiary Guarantor shall not include:

(1)any obligation of the Issuer to any Subsidiary of the Issuer or of the Senior Subordinated Subsidiary Guarantor to the Issuer or any other Subsidiary of the Senior Subordinated Subsidiary Guarantor;

(2)any liability for national, regional, state, local or other taxes owed or owing by the Issuer or the Senior Subordinated Subsidiary Guarantor, as applicable, other than as required by law;

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(3)any accounts payable or other liability to trade creditors arising in the ordinary course of business (including Guarantees thereof or instruments evidencing such liabilities);

(4)any Indebtedness or obligation of the Issuer or the Senior Subordinated Subsidiary Guarantor (and any accrued and unpaid interest in respect thereof) that by its terms is subordinate or junior in any respect to any other Indebtedness or obligation of the Issuer or the Senior Subordinated Subsidiary Guarantor, as applicable, including any Senior Subordinated Indebtedness and any Subordinated Obligations of the Issuer or the Senior Subordinated Subsidiary Guarantor, as applicable;

(5)any obligations with respect to any Capital Stock; or

(6)any Indebtedness Incurred in violation of this Indenture.

“Senior Payment Default” means a failure to make a payment when due in respect of Bank Indebtedness or Designated Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor.

“Senior Subordinated Indebtedness” of the Senior Subordinated Subsidiary Guarantor means any Indebtedness of the Senior Subordinated Subsidiary Guarantor that specifically provides that such Indebtedness is to rank equally with the Senior Subordinated Subsidiary Guarantee of the Senior Subordinated Subsidiary Guarantor in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of the Senior Subordinated Subsidiary Guarantor which is not Senior Indebtedness.

“Senior Subordinated Subsidiary Guarantor” has the meaning assigned to it in the preamble to this Indenture.  The guarantee of the Notes by the Senior Subordinated Subsidiary Guarantor is referred to as the “Senior Subordinated Subsidiary Guarantee.”  The Senior Subordinated Subsidiary Guarantee is subject to the provisions of the Intercreditor Deed.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Special Interest” means:

(a)interest payable on the Notes in the event of a Registration Default (as defined in the Registration Rights Agreement), the amount of which shall be determined as provided in the Registration Rights Agreement; and

(b)additional interest payable upon the failure to make the Restricted Companies Wholly Owned Subsidiaries of the Issuer within 90 days of the Closing Date, in the amount of an additional 0.25% per annum for each 90-day period following the expiration of such 90-day period, commencing on the 91st day after the Closing Date, until the Restricted Companies become Wholly Owned Subsidiaries of the Issuer, up to a maximum interest rate increase of an additional 2.00% per annum; provided that on the day that the Restricted Companies become Wholly Owned Subsidiaries of the Issuer, there shall be no further obligation to pay Special Interest under this clause (b) and any interest paid on the

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next Interest Payment Date shall be pro rated based on the number of days on which the interest rate was increased during such period.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by CCFC, the Issuer or any other Restricted Subsidiary that are customary in an accounts receivable transaction.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer thereof unless such contingency has occurred).

“Sterling Equivalent” means with respect to any monetary amount in a currency other than pounds sterling, at any time of determination thereof, the amount of pounds sterling obtained by converting such foreign currency involved in such computation into pounds sterling at the average of the spot rates for the purchase and sale of pounds sterling with the applicable foreign currency as quoted on or recorded in any recognized source of foreign exchange rates within two Business Days prior to such determination. Whenever it is necessary to determine whether the Issuer has complied with any covenant in this Indenture or whether a Default has occurred, and an amount is expressed in a currency other than pounds sterling, such amount shall be treated as the Sterling Equivalent determined as of the date such amount is initially determined in such currency.

“Sterling Global Note” means a Global Note representing Sterling Notes.

“Sterling Notes” has the meaning assigned to it in the preamble to this Indenture.

“Subordinated Obligation” means any Indebtedness of the Issuer or a Note Guarantor (whether outstanding on the Closing Date or thereafter Incurred) that is subordinate or junior in right of payment to the Notes (in the case of the Issuer) or the Note Guarantee (in the case of a Note Guarantor) pursuant to a written agreement.

“Subsidiary” of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by:

(a)such Person,

(b)such Person and one or more Subsidiaries of such Person or

(c)one or more Subsidiaries of such Person.

“Subsidiary Guarantor” means the Senior Subordinated Subsidiary Guarantor and any Additional Subsidiary Guarantors.  Each guarantee of the Notes by a Subsidiary Guarantor is referred to as a “Subsidiary Guarantee”.

“TARGET” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (for the settlement of payments in euro).

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“Target Group” means a Person (including all Subsidiaries and parent entities of such Person) whose principal area of business is substantially the same as that of Parent and its Subsidiaries and whose operations are predominantly in the UK.

“Temporary Cash Investments” means any of the following:

(a)any investment in direct obligations of any country that is a Member State on the Closing Date or the United States of America or any agency thereof or obligations guaranteed by any country that is a Member State on the Closing Date or the United States of America or any agency thereof, and whose long-term debt is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act),

(b)investments in checking accounts, time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits maturing within one year of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital, surplus and undivided profits aggregating in excess of £250 million (or the foreign currency equivalent thereof) and whose long-term debt is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act),

(c)repurchase obligations with a term of not more than 60 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above,

(d)investments in commercial paper, maturing not more than 180 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Issuer) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s Investors Service, Inc. or “A-1” (or higher) according to Standard and Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc. (“S&P”), and

(e)investments in securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any country that is a Member State on the Closing Date, any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or “A” by Moody’s Investors Service, Inc.

“TIA” means the U.S. Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA.

“Total Assets” means, as of any date of determination, the fixed assets and current assets shown on the most recent Consolidated balance sheet of CCFC as certified in an Officer’s Certificate delivered to the Trustee.

“Trade Payables” means, with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services.

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“Transferable Debt” means any Indebtedness of any Broadcast Business Company other than Indebtedness Incurred after the Closing Date and owed to the Issuer, any NTL Holding Company or any Restricted Subsidiary that is not a Broadcast Business Company.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days (but not more than five Business Days) prior to the redemption date (or, if such Statistical Release is not so published or available, any publicly available source of similar market data selected by CCFC in good faith)) most nearly equal to the period from the redemption date to April 15, 2009; provided, however, that if the period from the redemption date to April 15, 2009 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to April 15, 2009 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Triangle Debentures” means the 11.20% Senior Discount Debentures due 2007 of NTL (Triangle) LLC.

“Trustee” means the party named as such in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“UK Government Obligations” means sovereign obligations of the UK for the timely payment of which its full faith and credit is pledged, in each case which are payable in pounds sterling and not callable or redeemable at the option of the issuer thereof.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note substantially in the form of Exhibit A or Exhibit B attached hereto that bears the applicable Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary therefor or its nominee, representing a series of Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means:

(a)any Subsidiary of CCFC that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in accordance with Section 4.17 or Section 4.18 hereof and

(b)any Subsidiary of an Unrestricted Subsidiary.

“U.S. Government Obligations” means securities that are (a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2)

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of the Securities Act), as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depositary receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary receipt.

“U.S. Person” means a U.S. Person as defined in Rule 902 under the Securities Act.

“Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Wholly Owned Subsidiary” means (a) in respect of any Person, a Person, all of the Capital Stock of which (other than directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law or to ensure limited liability) is owned by that Person directly or (b) indirectly by a Person that satisfies the requirements of clause (a).

Section 1.02Other Definitions.

Term	Defined in Section
“Additional Amounts”	2.13
“Affiliate Transaction”	4.11
“Allocable Excess Proceeds”	3.09
“Authentication Order”	2.02
“Covenant Defeasance”	8.03
“Designation Date”	4.07
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds Offer”	3.09
“Guaranteed Obligations”	11.01
“Initial Lien”	4.12
“Legal Defeasance”	8.02
“Offer Amount”	3.09
“Offer Period”	3.09
“Paying Agent”	2.03
“Private Exchange”	2.06
“Private Exchange Notes”	2.06
“Purchase Date”	3.09
“Registrar”	2.03
“Relevant Taxing Jurisdiction”	2.13
“Repurchase Offer”	4.15
“Restricted Payment”	4.07
“Successor Company”	5.01
“Successor Guarantor”	5.01
“Tax Redemption Date”	3.10
“Taxes”	2.13
“Triggering Event”	4.15

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Section 1.03Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“Commission” means the SEC;

“indenture securities” means the Notes;

“indenture security Holder” means a Holder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes means the Issuer and any successor obligor upon the Notes.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

Section 1.04Rules of Construction.

Unless the context otherwise requires:

(a)a term has the meaning assigned to it;

(b)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c)“or” is not exclusive;

(d)“including” means including without limitation;

(e)words in the singular include the plural, and in the plural include the singular;

(f)“will” shall be interpreted to express a command;

(g)references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time; and

(h)references to any person “acting reasonably” and correlative expressions shall be construed to mean “acting reasonably in the interests of the Holders and having regard to the duties of the Trustee to the Holders.”

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ARTICLE 2
THE NOTES

Section 2.01Form and Dating.

(a)General.  The Notes shall be issued in series of senior unsecured notes consisting of sterling-denominated 9.75% Senior Notes due 2014, U.S. dollar-denominated 8.75% Senior Notes due 2014, euro-denominated 8.75% Senior Notes due 2014 and U.S. dollar-denominated Floating Rate Senior Notes due 2012.  Each series of Fixed Rate Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto.  Each series of the Floating Rate Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit B hereto.  The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage.  Each Note will be dated the date of its authentication.  The Notes shall be in denominations of £1,000 and integral multiples thereof, or $1,000 and integral multiples thereof, or of €1,000 and integral multiples thereof, as the case may be.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b)Global Notes.  Notes issued in global form will be substantially in the form of Exhibit A or Exhibit B attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Notes issued in definitive form will be substantially in the form of Exhibit A or Exhibit B attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Each Global Note will represent outstanding Notes of each such series as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian therefor, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c)Euroclear and Clearstream, Luxembourg Procedures Applicable.  The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream, Luxembourg will be applicable to transfers of beneficial interests in the Global Notes that are held by Participants through Euroclear or Clearstream, Luxembourg.

Section 2.02Execution and Authentication.

An Officer must sign the Notes for the Issuer by manual or facsimile signature.

If the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until authenticated by the manual or facsimile signature of the Trustee.  The signature will be conclusive evidence that the Note has been authenticated under this Indenture.

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On the Closing Date, the Trustee shall, upon receipt of a written order of the Issuer signed by an Officer (an “Authentication Order”), authenticate the Initial Notes for original issue up to (i) £375 million in aggregate principal amount of 9.75% Senior Notes due 2014, (ii) €225 million in aggregate principal amount of 8.75% Senior Notes due 2014, (iii) $425 million in aggregate principal amount of 8.75% Senior Notes due 2014 and (iv) $100 million in aggregate principal amount of Floating Rate Senior Notes due 2012, as the case may be, and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Trustee shall authenticate Additional Notes and Exchange Notes for original issue in an aggregate principal amount specified in such Authentication Order.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes.  Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer.  Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

Section 2.03Registrar and Paying Agent.

The Issuer will maintain offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and offices or agencies where Notes may be presented for payment (each, a “Paying Agent”).  Offices or agencies of the Registrar and Paying Agent (a) for the Dollar Notes and the Floating Rate Notes, will be maintained in the Borough of Manhattan, the City of New York, and, for so long as the Dollar Notes or the Floating Rate Notes are listed on the Luxembourg Stock Exchange, in Luxembourg, (b) for the Sterling Notes, will be maintained in the Borough of Manhattan, the City of New York, in London, England and, for so long as the Sterling Notes are listed on the Luxembourg Stock Exchange, in Luxembourg and (c) for the Euro Notes, will be maintained in the Borough of Manhattan, the City of New York, in London, England, and, for so long as the Euro Notes are listed on the Luxembourg Stock Exchange, in Luxembourg.  The Registrar, acting as agent of the Issuer solely for this purpose, will keep a register of the Notes and of their transfer and exchange.  The Issuer may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Issuer may change any Paying Agent or Registrar without notice to any Holder.  The Issuer will notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture.  If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Issuer solely for this purpose, shall act as such.  The Issuer or any of its Subsidiaries, acting as agent of the Issuer solely for this purpose, may act as Registrar.

The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Dollar Global Notes and the Floating Rate Global Notes and Euroclear and Clearstream, Luxembourg to each act as a Depositary with respect to the Sterling Global Notes and the Euro Global Notes.  The Bank of New York will act as Common Depositary for the Sterling Global Notes and the Euro Global Notes on behalf of Euroclear and Clearstream, Luxembourg.

The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent in New York and London and to act as Custodian with respect to the Global Notes, and initially appoints The Bank of New York (Luxembourg) S.A. to act as the Registrar and Paying Agent in Luxembourg.

Section 2.04Paying Agent to Hold Money in Trust.

The Issuer will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying

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Agent for the payment of principal, premium or Special Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuer in making any such payment.  Money held in trust by a Paying Agent need not be segregated, except as required by law, and in no event shall any Paying Agent be liable for interest on any money received by it hereunder.  While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent.  Upon payment over to the Trustee, the Paying Agent will have no further liability for the money.  Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee and the Bank of New York (Luxembourg) S.A. will serve as Paying Agents for the Notes.

Section 2.05Holder Lists.

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Issuer will furnish to the Trustee at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders and the Issuer shall otherwise comply with TIA § 312(a).

Section 2.06Transfer and Exchange.

(a)Transfer and Exchange of Global Notes.  A Global Note may not be transferred as a whole except by the applicable Depositary to a nominee of the applicable Depositary, by a nominee of the applicable Depositary to the applicable Depositary or to another nominee of the applicable Depositary, or by the applicable Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.  All Global Notes of a series will be exchanged by the Issuer for Definitive Notes if:

(1)in the case of a Dollar Global Note or Floating Rate Global Note, the Issuer delivers to the Trustee notice from the applicable Depositary (i) that such Depositary is unwilling or unable to continue to act as Depositary and a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary or (ii) that such Depositary is no longer a clearing agency registered under the Exchange Act;

(2)in the case of a Sterling Global Note or a Euro Global Note, the Issuer delivers to the Trustee notice (i) from Euroclear and Clearstream, Luxembourg that they are unwilling or unable to continue to act as clearing agencies or (ii) from the Common Depositary that the Common Depositary is unwilling or unable to continue to act as Common Depositary and a successor Common Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Common Depositary; or

(3)in the case of any Global Note, there has occurred and is continuing an Event of Default with respect to such Global Note.

Upon the occurrence of any of the events listed in the preceding clauses (1) to (3) of this Section 2.06(a), or if the Issuer, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definite Notes under this Indenture, the Issuer shall execute, and the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver Definitive Notes of the series and in an aggregate principal amount equal to the principal amount of the applicable Global Note in exchange therefor.  The Issuer will, at the cost of the Issuer (but against such indemnity as the Registrar or any relevant Agent may require in respect of any tax or other duty of whatever nature which may be levied or

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imposed in connection with such exchange), cause sufficient Definitive Notes to be executed and delivered to the Trustee for authentication and the Registrar for registration of the exchange and dispatch to the relevant Holders within 30 days of the relevant event.  The Trustee or the Registrar shall, at the cost of the Issuer, deliver such Definitive Notes to the Persons in whose names such Notes are so registered.  Definitive Notes issued in exchange for beneficial interests in Global Notes pursuant to this Section 2.06(a) shall be registered in such names and in such authorized denominations as the applicable Depositary, pursuant to instructions from its Participants or Indirect Participants or otherwise, shall instruct the Trustee. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b)Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial interests in the Global Notes will be effected through the applicable Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.  Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act.  Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1)Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person prior to the expiration of the 40-day “Distribution Compliance Period” under Regulation S, unless such person is a “Distributor” as defined in Rule 902.  Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2)All Other Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar both (i) a written order from a Participant or an Indirect Participant given to the applicable Depositary in accordance with the Applicable Procedures directing the applicable Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged, and (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase.

Upon consummation of an Exchange Offer by the Issuer in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes.  Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(3)Transfer of Beneficial Interests to Another Restricted Global Note.  A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof

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in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit E hereto, including the certifications in item (1) thereof; and

(B)if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit E hereto, including the certifications in item (2) thereof.

(4)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.  A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(i)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit F hereto, including the certifications in item (1)(a) thereof; or

(ii)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit E hereto, including the appropriate certifications in item (3) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

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If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)Transfer or Exchange of Beneficial Interests for Definitive Notes.  If any one of the events listed in clauses (1) to (3) of Section 2.06(a) has occurred or the Issuer has elected pursuant to Section 2.06(a) to cause the issuance of Definitive Notes, transfers or exchanges of beneficial interests in a Global Note for a Definitive Note shall be effected, subject to the satisfaction of the conditions set forth in the applicable subclauses of this Section 2.06(c).

(1)Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.  If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit F hereto, including the certifications in item (2)(a) thereof;

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit E hereto, including the certifications in item (1) thereof;

(C)if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit E hereto, including the certifications in item (2) thereof;

(D)if such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit E hereto, including the certifications in item (4) thereof;

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and, upon receipt of an Authentication Order, the Trustee shall authenticate and deliver to the Person designated in the instructions a Restricted Definitive Note in the appropriate principal amount.  Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Restricted Definitive Notes to the Persons in whose names such Notes are so registered.  Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

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(2)Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.  A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit E hereto, including the certifications in item (3)(c) thereof,

(D)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit E hereto, including the certifications in item (3)(a) thereof;

(E)such transfer is effected by a Broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(F)the Registrar receives the following:

(i)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit F hereto, including the certifications in item (1)(b) thereof; or

(ii)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit E hereto, including the appropriate certifications in item (3) thereof;

and, in each such case set forth in this subparagraph (F), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.  If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon

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satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer will execute and, upon receipt of an Authentication Order, the Trustee will authenticate and deliver to the Person designated in the instructions an Unrestricted Definitive Note in the appropriate principal amount.  Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the applicable Depositary and the Participant or Indirect Participant.  The Trustee will deliver such Unrestricted Definitive Notes to the Persons in whose names such Notes are so registered.  Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1)Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.  If any Holder of a Restricted Definitive Note proposes to exchange such Restricted Definitive Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit F hereto, including the certifications in item (2)(b) thereof;

(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit E hereto, including the certifications in item (1) thereof;

(C)if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit E hereto, including the certifications in item (2) thereof;

(D)if such Restricted Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit E hereto, including the certifications in item (4) thereof;

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) or (D) above, the Regulation S Global Note.

(2)Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may exchange such Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of

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Transmittal that it is not (i) a Broker-dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit E hereto, including the certifications in item (3)(c) thereof;

(D)if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit E hereto, including the certifications in item (3)(a) thereof;

(E)such transfer is effected by a Broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(F)the Registrar receives the following:

(i)if the Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit F hereto, including the certifications in item (1)(c) thereof; or

(ii)if the Holder of such Restricted Definitive Note proposes to transfer such Restricted Definitive Note to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit E hereto, including the appropriate certifications in item (3) thereof;

and, in each such case set forth in this subparagraph (F), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Note and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3)Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note may exchange such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of the relevant Unrestricted Global Note.

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If any such exchange or transfer from an Unrestricted Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B) or (2)(D) above or this subparagraph (3) at a time when an Unrestricted Global Note has not yet been issued, the Issuer will issue and, upon receipt of an Authentication Order, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Unrestricted Definitive Notes so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and duly executed by such Holder or by its attorney, duly authorized in writing.  In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1)Restricted Definitive Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be transferred to and registered in the name of a Person who takes delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit E hereto, including the certifications in item (1) thereof;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit E hereto, including the certifications in item (2) thereof; and

(C)if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit E hereto, including the certifications required by item (3) thereof.

(2)Restricted Definitive Notes to Unrestricted Definitive Notes.  Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

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(D)the Registrar receives the following:

(i)if the Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit F hereto, including the certifications in item (1)(d) thereof; or

(ii)if the Holder of such Restricted Definitive Note proposes to transfer such Restricted Definitive Note to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit E hereto, including the appropriate certifications in item (3) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3)Unrestricted Definitive Notes to Unrestricted Definitive Notes.  A Holder of Unrestricted Definitive Notes may transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)Exchange Offer.  Upon the occurrence of an Exchange Offer in accordance with any Registration Rights Agreement, the Issuer will issue and, upon receipt of an Authentication Order, the Trustee will authenticate:

(1)one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered in an Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer; and

(2)Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in an Exchange Offer.

Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuer will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.  If, upon completion (as determined in accordance with any Registration Rights Agreement) of an Exchange Offer, any Holder holds Notes not exchanged in such Exchange Offer, the Issuer may thereafter issue and deliver to such Holder, in exchange (a “Private Exchange”) for those Notes held by such Holder, a like principal amount of debt securities of the Issuer issued under this Indenture and identical in all material respects to such Notes (the “Private Exchange Notes”); provided that the Issuer shall have obtained certifications and other evidence reasonably satisfactory to the Issuer that any such Holder may receive Private Exchange Notes in such Private Exchange in compliance with applicable securities laws.  The Exchange Notes issued in an Exchange Offer and the related Private Exchange Notes shall be issued in

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the same series under this Indenture and shall have the same CUSIP, Common Code, ISIN and/or other identification numbers.  For the avoidance of doubt, interest on any Exchange Notes will accrue from the last interest payment date on which interest was paid on the relevant Notes or, if no interest has been paid on such Notes, from the date of their original issue.

(g)Legends.  The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1)Private Placement Legend.

(A)Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS.  NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION, AS SET FORTH BELOW.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION AND (2) AGREES TO REOFFER, SELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) ONLY (A) TO THE ISSUER, (B) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, INSIDE THE UNITED STATES, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH REOFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSES (C) or (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM SET FORTH IN THE INDENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.  AS USED HEREIN, THE TERMS “UNITED STATES,” “OFFSHORE TRANSACTION” AND

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“U.S. PERSON” HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2)Dollar Global Note and Floating Rate Global Note Legend.  Each Dollar Global Note and each Floating Rate Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3)Sterling Global Note and Euro Global Note Legend.  Each Sterling Global Note and each Euro Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE COMMON DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE

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REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON DEPOSITARY OR BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR COMMON DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (WHICH SHALL INITIALLY BE THE BANK OF NEW YORK, ONE CANADA SQUARE, LONDON E14 5AL, UNITED KINGDOM) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN.”

(h)Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)General Provisions Relating to Transfers and Exchanges.

(1)To permit registrations of transfers and exchanges, the Issuer will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order or at the Registrar’s request.

(2)No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment

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of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.09, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

(3)The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4)All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5)The Issuer will not be required:

(A)to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(B)to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C)to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(6)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(7)The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(8)All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Issuer or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met.  If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced.  The Issuer may charge for its expenses in replacing a Note.

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If, after the delivery of such replacement Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment or registration such original Note, the Trustee shall be entitled to recover such replacement Note from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer, the Trustee, any Agent and any authenticating agent in connection therewith.

Subject to the provisions of the final sentence of the preceding paragraph of this Section 2.07, every replacement Note is an obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding.  Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note; however, Notes held by the Issuer or a Subsidiary of the Issuer shall not be deemed to be outstanding for purposes of Section 3.07(c) hereof.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Issuer.

If the entire principal amount and premium, if any, of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

For purposes of determining whether the Holders of the requisite principal amount of Notes have taken any action as herein described, the principal amount of Euro Notes, Dollar Notes and Floating Rate Notes shall be deemed to be the Sterling Equivalent of such principal amount of Euro Notes, Dollar Notes and Floating Rate Notes as of (i) if a record date has been set with respect to the taking of such action, such date or (ii) if no such record date has been set, the date the taking of such action by the Holders of such requisite principal amount is certified to the Trustee by the Issuer.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an Agent duly appointed in writing or may be embodied in or evidenced by an electronic transmissions which identifies the documents containing the proposal on which such consent is requested and certifies such Holders’ consent thereto and agreement to be bound thereby; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and where it is hereby expressly required, to the Issuer.

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Section 2.09Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer, will be considered as though not outstanding to the extent required in order to qualify this Indenture under the TIA, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded.

Section 2.10Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes.  Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee.  Without unreasonable delay, the Issuer will prepare and the Trustee will authenticate Definitive Notes in exchange for temporary Notes.

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of such canceled Notes (subject to the record retention requirements of the Exchange Act) in its customary manner unless the Issuer directs the Trustee to deliver canceled Notes to the Issuer.  The Issuer may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Trustee for cancellation.

Section 2.12Defaulted Interest.

If the Issuer defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, in accordance with the terms hereof, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof.  The Issuer will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment.  The Issuer will fix or cause to be fixed each such special record date and payment date in a manner reasonably satisfactory to the Trustee, provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest.  At least 10 days before the special record date, the Issuer will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.13Additional Amounts.

(a)All payments made under or with respect to the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including related penalties, interest and other liabilities) (hereinafter, “Taxes”) imposed or levied by or on behalf of the government of the United Kingdom, the United States or any political subdivision or any authority or agency therein or thereof having power to

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tax, or any other jurisdiction in which the Issuer or any Note Guarantor is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or any Note Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof.

(b)If the Issuer or a Note Guarantor is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer or the applicable Note Guarantor shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Holders and beneficial owners (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to:

(1)any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the Relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding of such Note),

(2)any estate, inheritance, gift, sales, excise, transfer, personal property Tax or similar Tax,

(3)any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, or any premium or interest on, the Notes,

(4)any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence, identity or present or former connection with a Relevant Taxing Jurisdiction of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any certification, information or reporting requirement, which, in the case of (A) or (B), is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax,

(5)any withholding or deduction imposed on a payment to an individual required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with an introduction in order to conform to, such Directive,

(6)any combination of items (1), (2), (3), (4) and (5) above,

(7)any Taxes that would not have been so imposed, withheld or deducted if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been entitled to Additional Amounts had the Note been presented on the last day of the 30-day period),

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(8)any payment under or with respect to a Note to any Holder who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note, or

(9)any withholding or deduction that is imposed on a Note presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another Paying Agent in a Member State.

(c)If the Issuer or any Note Guarantor will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or the relevant Note Guarantee, as applicable, the Issuer or such Note Guarantor, as applicable, will deliver to the Trustee at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the Note Guarantor, as applicable, shall notify the Trustee promptly thereafter but in no event later than two Business Days prior to the date of payment) notice of payment in the form of an Officer’s Certificate. In either circumstance, the Officer’s Certificate must state that Additional Amounts will be payable and the amount so payable. The Officer’s Certificate must also set forth any other information necessary to enable the Paying Agent to pay Additional Amounts to Holders and beneficial owners on the relevant payment date.

(d)Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid.

(e)Whenever in this Indenture there is mentioned, in any context, the payment of principal, purchase prices in connection with a purchase of Notes, interest, or any other amount payable on or with respect to any of the Notes, that reference shall be deemed to include payment of Additional Amounts provided for in this section and Special Interest to the extent that, in such context, Additional Amounts or Special Interest are, were or would be payable in respect thereof.

(f)The Issuer or a Note Guarantor will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Note Guarantees, this Indenture or any other related document or instrument, or the receipt of any payments with respect to the Notes or the Note Guarantees, excluding taxes, charges or similar levies imposed by any jurisdiction outside of the United Kingdom, the United States, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a Paying Agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee.

(g)The preceding provisions will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein.

Section 2.14Currency Indemnity

(a)The currency of account and payment for all sums, including damages, payable by the Issuer or any Note Guarantor under or in connection with the Sterling Notes, the Dollar Notes and the Floating Rate Notes, or the Euro Notes, as the case may be, is pounds sterling, the U.S. dollar, or the euro, respectively. Any amount received or recovered in a currency other than pounds sterling (in the case of the Sterling Notes), U.S. dollars (in the case the Dollar Notes and the Floating Rate Notes), or euro (in the

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case of the Euro Notes), whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or any Note Guarantor or otherwise by any Holder of a Sterling Note, a Dollar Note, a Floating Rate Note or a Euro Note, as the case may be, or by the Trustee, in respect of any sum expressed to be due to it from the Issuer or any Note Guarantor will only constitute a discharge to the Issuer or any Note Guarantor to the extent of pounds sterling amount, the U.S. dollar amount or the euro amount, as the case may be, which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

(b)If that pounds sterling amount is less than the sterling amount expressed to be due to the recipient or the Trustee under any Sterling Note, or if that U.S. dollar amount is less than the U.S. dollar amount expressed to be due to the recipient or the Trustee under any Dollar Note or Floating Rate Note, or if that euro amount is less than the euro amount expressed to be due to the recipient or the Trustee under any Euro Note, the Issuer and any Note Guarantor will indemnify them against any loss sustained by such recipient as a result. In any event, the Issuer and any Note Guarantor will indemnify the recipient against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be prima facie evidence of the matter stated therein for the Holder or the Trustee to certify in a manner satisfactory to the Issuer (indicating the sources of information used) the loss it incurred in making any such purchase. These indemnities constitute a separate and independent obligation from the Issuer and any Note Guarantor’s other obligations, will give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by any Holder or the Trustee (other than a waiver of the indemnities set out herein) and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or to the Trustee.

ARTICLE 3
REDEMPTION AND PREPAYMENT

Section 3.01Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officer’s Certificate setting forth:

(a)the clause of this Indenture pursuant to which the redemption shall occur;

(b)the redemption date;

(c)the principal amount of each series of Notes to be redeemed; and

(d)the redemption price.

Section 3.02Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase as follows:

(a)if the applicable Notes are listed on any national securities exchange (including the Luxembourg Stock Exchange), in compliance with the requirements of the principal national securities exchange on which they are listed; or

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(b)if the applicable Notes are not listed on any national securities exchange or the relevant national securities exchange does not have any applicable requirements, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee will promptly notify the Issuer and the Registrar (if not the Issuer) in writing of the Notes selected for redemption or purchase and, in the case of any Notes selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased.  Notes and portions of Notes selected will be in amounts of $1,000 or whole multiples of $1,000, or of £1,000 or whole multiples of £1,000 or €1,000 or whole multiples of €1,000, as the case may be; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, £1,000 or €1,000, as the case may be, shall be redeemed or purchased.  Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03Notice of Redemption.

At least 30 days but not more than 60 days before a redemption date, the Issuer will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes pursuant to Article 8 hereof or a satisfaction and discharge of this Indenture pursuant to Article 10 hereof.  So long as any series of the Notes is listed on the Luxembourg Stock Exchange and if required by the rules of the Luxembourg Stock Exchange, notice will be published in Luxembourg in a daily leading newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort).

The notice will identify the Notes to be redeemed and will state:

(a)the redemption date;

(b)the redemption price;

(c)if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

(d)the name and address of the Paying Agent;

(e)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f)that, unless the Issuer defaults in making such redemption payment or the relevant Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g)the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

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(h)that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code number, if any, listed in such notice or printed on the Notes.

At the Issuer’s request, the Trustee will give the notice of redemption in the Issuer’s name and at its expense; provided, however, that the Issuer has delivered to the Trustee, at least 45 days prior to the redemption date (unless a shorter period shall be acceptable to the Trustee in its sole discretion), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price.  Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

Section 3.05Deposit of Redemption or Purchase Price.

No later than one Business Day prior to the redemption or purchase price date, the Issuer will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Special Interest, if any, on all Notes to be redeemed or purchased on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuer to the Trustee for cancellation.  The Trustee or the Paying Agent will promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Special Interest, if any, on, all Notes to be redeemed or purchased.

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase unless the relevant Paying Agent is prohibited from making such redemption payment pursuant to the terms of this Indenture.  If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date.  If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuer will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Section 3.07Optional Redemption.

(a)Except as set forth in paragraphs (b) and (c) below or in Section 3.10 hereof, the Issuer may not redeem the Fixed Rate Notes prior to April 15, 2009.  On or after this date, the Issuer may redeem the Fixed Rate Notes, in whole or in part, on not less than 30 nor more than 60 days’ prior notice,

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at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest and Special Interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on April 15 of the years set forth below:

Redemption Year	Sterling Notes Redemption Price		Dollar Notes Redemption Price		Euro Notes Redemption Price
2009	104.875	%	104.375	%	104.375	%
2010	103.250	%	102.917	%	102.917	%
2011	101.625	%	101.458	%	101.458	%
2012 and thereafter	100	%	100	%	100	%

(b)At any time prior to April 15, 2009, the Issuer may at its option redeem the Fixed Rate Notes in whole or in part, on not less than 30 nor more than 60 days’ prior notice, by paying a redemption price equal to the sum of

(1)100% of the principal amount of the Fixed Rate Notes to be redeemed, plus

(2)the Applicable Premium,

plus accrued and unpaid interest and Special Interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

(c)At any time prior to April 15, 2007, the Issuer may, on one or more occasions, redeem up to a maximum of 40% of the original aggregate principal amount of each series of Fixed Rate Notes (calculated giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings. The redemption price of the Sterling Notes is equal to 109.750% of the principal amount thereof, and the redemption price of the Dollar Notes and Euro Notes is equal to 108.750% of the principal amount thereof, each plus accrued and unpaid interest and Special Interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that:

(1)after giving effect to any such redemption at least 60% of the original aggregate principal amount of each series of the Fixed Rate Notes (calculated giving effect to any issuance of Additional Notes) remains outstanding; and

(2)any such redemption by the Issuer must be made within 120 days of such Equity Offering.

(d)Except as set forth in Section 3.10, the Issuer may not redeem the Floating Rate Notes prior to April 15, 2005.  On or after this date, the Issuer may redeem the Floating Rate Notes, in whole or in part, on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest and Special Interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on April 15 of the years set forth below:

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Redemption Year	Redemption Price
2005	103	%
2006	102	%
2007	101	%
2008 and thereafter	100	%

(e)Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08Mandatory Redemption.

The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the Issuer is required to commence an offer to all Holders to purchase Notes (an “Excess Proceeds Offer”), it shall follow the procedures specified below.

The Excess Proceeds Offer shall be made to all Holders at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Special Interest thereon, if any, to the purchase date.  As promptly as practicable following termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Allocable Excess Proceeds (the “Offer Amount”) to the purchase of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Excess Proceeds Offer.  Payment for any Notes so purchased will be made in the same manner as interest payments are made.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Excess Proceeds Offer.

Upon the commencement of an Excess Proceeds Offer, the Issuer will send or cause to be sent, by first class mail, to the Trustee and each of the Holders at the address appearing in the security register, a notice stating:

(a)that the Excess Proceeds Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Excess Proceeds Offer will remain open;

(b)the Offer Amount, the purchase price and the Purchase Date;

(c)that any Note not tendered or accepted for payment will continue to accrue interest;

(d)that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Excess Proceeds Offer will cease to accrue interest after the Purchase Date;

(e)that Holders electing to have a Note purchased pursuant to an Excess Proceeds Offer may elect to have Notes purchased in integral multiples of $1,000, £1,000 or €1,000 only, as the case may be

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except that a Holder may elect to have all of the Notes held by such Holder purchased even if not an integral multiple of $1,000, £1,000 or €1,000;

(f)that Holders electing to have a Note purchased pursuant to any Excess Proceeds Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(g)the procedure for withdrawing an election to tender;

(h)that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuer will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $1,000 or integral multiples thereof or of £1,000 or integral multiples thereof, or of €1,000 or integral multiples thereof, as the case may be, will be purchased); and

(i)that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.09.  The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer will authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered.  Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof.  The Issuer will publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

To the extent that any portion of the amount of Net Available Cash remains after compliance with this Section 3.09, the Issuer may apply the remaining Net Available Cash in accordance with clause (c)(4) of Section 4.10. The Issuer will not be required to make an Excess Proceeds Offer for Notes (and other Senior Indebtedness) pursuant to Section 4.10 if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (c)(1) and (c)(2) of Section 4.10) is less than £20 million for any particular Asset Disposition (which lesser amount will be carried forward for purposes of determining whether an Excess Proceeds Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of each Excess Proceeds Offer, the amount of Allocable Excess Proceeds will be reset at zero.

The term “Allocable Excess Proceeds” means the product of:

(y)the amount of Net Available Cash remaining after application in accordance with clauses (c)(1) and (c)(2) of Section 4.10, and

(z)a fraction,

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(1)the numerator of which is the aggregate principal amount of the Notes outstanding on the date of an Excess Proceeds Offer, plus accrued and unpaid interest thereon, if any, to such date, and

(2)the denominator of which is the sum of the aggregate principal amount of the Notes outstanding on the date of such Excess Proceeds Offer, plus accrued and unpaid interest thereon, if any, to such date, and the aggregate principal amount (or accreted value in the case of Indebtedness with original issue discount) of other Senior Indebtedness of the Issuer outstanding on the date of such Excess Proceeds Offer, plus accrued and unpaid interest or Special Interest thereon, if any, to such date, that is pari passu in right of payment with the Notes and subject to terms and conditions in respect of Asset Dispositions similar in all material respects to this Section 3.09 and Section 4.10 and requiring the Issuer to make an offer to purchase such Senior Indebtedness at substantially the same time as such Excess Proceeds Offer.

The Issuer will comply with the requirements of Section 14(e) of the Exchange Act and any applicable securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 3.09. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.09, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.09 by virtue thereof.

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.10Redemption of Notes for Changes in Withholding Taxes.

The Issuer may, at its option, redeem all, but not less than all, of the then-outstanding Notes at any time upon giving not less than 30 nor more than 60 days’ notice to the Holders (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest or Special Interest thereon, if any, to the redemption date (a “Tax Redemption Date”) and all Additional Amounts, if any, that will become due on the Tax Redemption Date as a result of such redemption or otherwise (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if the Issuer determines that (a) it has become obligated or on the occasion of the next payment due in respect of the Notes, it will be obligated to pay Additional Amounts and (b) the payment obligation cannot be avoided by the Issuer taking reasonable measures available to it (including making payment through a Paying Agent located in another jurisdiction), as a result of:

(1)any change in, or amendment to, the laws or treaties (or any regulations, protocols or rulings promulgated thereunder) of the United Kingdom or any other Relevant Taxing Jurisdiction affecting taxation, which change or amendment becomes effective on or after the Closing Date,

(2)any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Closing Date, or

(3)the issuance of definitive Notes due to the notification by DTC or each of Euroclear and Clearstream, Luxembourg that it is unwilling or unable to continue to act as, or ceases to be, a clearing agency in respect of the Notes, if no successor is able to be appointed by the Issuer within 120 days of the notification.

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The notice of redemption may not be given earlier than 120 days prior to the earliest date on which the Issuer would be obligated to make a payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel to the effect that the circumstances referred to above exist. The Trustee shall accept the Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent described above.

ARTICLE 4
COVENANTS

Section 4.01Payment of Notes.

The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest and Special Interest, if any, on the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest and Special Interest, if any, will be considered paid on the date due if the Paying Agent holds as of the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due and is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the Intercreditor Deed.  The Issuer will pay all Special Interest pursuant to clause (a) of the definition thereof, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes.  The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest (without regard to any applicable grace periods) at the same rate.

If a Paying Agent pays out on or after the due date therefor, or becomes liable to pay out funds on the assumption that the corresponding payment by the Issuer has been or will be made and such payment has in fact not been so made by the Issuer, then the Issuer shall on demand reimburse the Paying Agent for the relevant amount, and pay interest to the Paying Agent on such amount from the date on which it is paid out to the date of reimbursement at a rate per annum equal to the cost to the Paying Agent of funding the amount paid out, as certified by the Paying Agent and expressed as a rate per annum.

Section 4.02Maintenance of Office or Agency.

The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) (a) for the Dollar Notes and the Floating Rate Notes, in the Borough of Manhattan, the City of New York, and, for so long as the Dollar Notes or the Floating Rate Notes are listed on the Luxembourg Stock Exchange, in Luxembourg, (b) for the Sterling Notes, in the Borough of Manhattan, the City of New York, in London, England, and for so long as the Sterling Notes are listed on the Luxembourg Stock Exchange, in Luxembourg, and (c) for the Euro Notes, in the Borough of Manhattan, the City of New York, in London, England, and, for so long as the Euro Notes are listed on the Luxembourg Stock Exchange, in Luxembourg, where (1) Notes may be surrendered for registration of transfer or for exchange and (2) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.  The Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind

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such designations; provided, however, that no such designation or rescission will in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York and London, England, and for so long as any Notes are listed on the Luxembourg Stock Exchange, in Luxembourg, for such purposes.  The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 4.03Reports.

(a)So long as the Notes are outstanding, the Issuer will furnish to the Trustee, within the time periods specified in the SEC’s rules and regulations, without cost to the Trustee (who, at the Issuer’s expense, will furnish by mail to the Holders); provided, however, that to the extent any reports are filed on the SEC’s website, such reports shall be deemed to be furnished to the Trustee and the Holders:

(1)whether or not required by SEC rules and regulations, quarterly and annual reports of Parent and, to the extent required by SEC rules and regulations, quarterly and annual reports of the Intermediate Guarantors, the Issuer and any Subsidiary Guarantor containing substantially the same information required to be contained in a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, as applicable, under the Exchange Act, including financial statements prepared in accordance with GAAP and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; provided, however, that only to the extent reasonably available, at any time that any of CCFC’s Subsidiaries are Unrestricted Subsidiaries, the quarterly and annual financial information required by this paragraph will include a presentation, either on the face of the financial statements, in the footnotes thereto, or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition and results of operations of CCFC and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of CCFC; and

(2)such other reports containing substantially the same information required to be contained in a Current Report on Form 8-K under the Exchange Act, as in effect on the Closing Date.

To the extent GAAP in effect from time to time differs in any material respect from GAAP in effect on the Closing Date, the Issuer will separately prepare and deliver to the Trustee and Holders with its annual financial statements a reasonably detailed reconciliation to GAAP as in effect on the Closing Date with respect to the financial items necessary to ascertain compliance with the covenants set forth in this Indenture.

Parent will also make available copies of all reports required by clauses (1) and (2) above on its website and, if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, at the specified office of the Luxembourg Paying Agent.

(b)The Issuer will furnish to the Holders and to prospective investors in the Notes, upon request of such holders, any information required to be delivered in connection with a sale pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are “restricted securities” within the meaning of Rule 144 under the Securities Act.  The Issuer will at all times comply with TIA §314(a).

Section 4.04Compliance Certificates.

(a)The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer’s Certificate stating that in the course of the performance by the signer thereof of his or her

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duties as an Officer of the Issuer he or she would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period (and, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).  The Issuer shall otherwise comply with Section 3.14(a)(4) of the TIA.

(b)If either (i) the Diamond Notes and the Triangle Debentures are not redeemed in whole in accordance with their terms within 90 days after the Closing Date or (ii) the Restricted Companies do not become Wholly Owned Restricted Subsidiaries of the Issuer within 90 days of the Closing Date, the Issuer will promptly deliver to the Trustee an Officer’s Certificate indicating that such event has not occurred.

Section 4.05Taxes.

CCFC and the Issuer shall pay, and CCFC and the Parent shall cause each Restricted Subsidiary to pay, prior to delinquency, all Taxes except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders.

Section 4.06[Intentionally Omitted]

Section 4.07Restricted Payments.

(a)CCFC and the Issuer will not, and CCFC and Parent will not permit any other Restricted Subsidiary, directly or indirectly, to:

(1)declare or pay any dividend, make any distribution on or in respect of its Capital Stock or make any similar payment to the direct or indirect holders of its Capital Stock, except (A) pro rata dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock) and (B) dividends, distributions or any similar payment payable to CCFC, the Issuer or any other Restricted Subsidiary (and, if CCFC, the Issuer or such other Restricted Subsidiary has shareholders other than CCFC, the Issuer or other Restricted Subsidiaries, to its other shareholders on a basis that is no more favorable to such other shareholders than a pro rata basis), provided, however, that each Restricted Company shall not declare or pay any dividend, make any distribution on or in respect of its Capital Stock or make any similar payment until such time as it is a Wholly Owned Subsidiary of the Issuer,

(2)purchase, repurchase, redeem, retire or otherwise acquire for value any Capital Stock of any Intermediate Guarantor or the Issuer,

(3)purchase, repurchase, redeem, retire, defease or otherwise acquire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment any Subordinated Obligations (other than (a) Subordinated Obligations owed to the Issuer or any Intermediate Guarantor and (b) the purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Subordinated Obligations of CCFC, the Issuer or any other Restricted Subsidiary acquired in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of acquisition),

(4)make any Investment (other than a Permitted Investment) in any Person, or

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(5)purchase, repurchase, redeem, retire, defease, repay or acquire for value any intercompany Indebtedness owed by CCFC to Parent

(any such dividend, distribution, payment, purchase, redemption, repurchase, defeasance, retirement, or other acquisition or Investment being herein referred to as a “Restricted Payment”), if at the time CCFC, the Issuer or such Restricted Subsidiary makes such Restricted Payment:

(A)a Default will have occurred and be continuing (or would result therefrom);

(B)CCFC could not Incur at least £1.00 of additional Indebtedness under paragraph (a) of Section 4.09;

(C)until the first day of the next fiscal year beginning after there have been two consecutive quarters in which Consolidated Net Income has been positive or such earlier date (the “Designation Date”) designated by CCFC as evidenced by an Officer’s Certificate, the aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to be determined in good faith by the Board of Directors) declared or made would exceed the greater of (x) £20 million in the fiscal year ended December 31, 2004 and £25 million per fiscal year thereafter (provided that any unused amounts shall not be carried forward from year to year) or (y) the sum, subsequent to the Closing Date, without duplication, of:

(i)50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter immediately following the fiscal quarter during which the Closing Date occurs to the end of the most recent fiscal quarter ending at least 45 days (or such shorter period for which financial statements have been released) prior to the date of such Restricted Payment (or, in case such Consolidated Net Income will be a deficit, minus 100% of such deficit);

(ii)the aggregate Net Cash Proceeds received by any Intermediate Guarantor or the Issuer from the issue or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Closing Date (other than an issuance or sale to (x) CCFC, a Subsidiary of CCFC or any Restricted Company or any of its Subsidiaries or (y) an employee share ownership plan or other trust to the extent funded or required to be funded by CCFC or any of its Subsidiaries);

(iii)the amount by which Indebtedness of CCFC or its Restricted Subsidiaries is reduced on CCFC’s Consolidated balance sheet upon the conversion or exchange of any Indebtedness of any Intermediate Guarantor or the Issuer issued after the Closing Date which is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Issuer or any NTL Holding Company (less the amount of any cash or the Fair Market Value of other Property distributed by any Intermediate Guarantor or any Restricted Subsidiary upon such conversion or exchange);

(iv)without duplication, the sum of

(x)the aggregate amount returned to CCFC, the Issuer or any other Restricted Subsidiary in cash on or with

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respect to Investments (other than Permitted Investments) made subsequent to the Closing Date whether through interest payments, principal payments, dividends (other than Designated Dividends) or other distributions;

(y)the net proceeds received and retained by CCFC, the Issuer or any other Restricted Subsidiary from the disposition, retirement or redemption of all or any portion of such Investments (other than Permitted Investments and other than to CCFC, the Issuer or any other Restricted Subsidiary and, for the avoidance of doubt, other than a disposition of any Broadcast Business Company); and

(z)upon redesignation of an Unrestricted Subsidiary (except, for the avoidance of doubt, any Broadcast Business Company) as a Restricted Subsidiary subsequent to the Closing Date in accordance with Section 4.17, the Fair Market Value (valued as provided in the definition of “Investment”) of the net assets of such Subsidiary;

provided, however, that the amount under this clause (iv) shall not exceed the aggregate amount of all such Investments (other than Permitted Investments) made subsequent to the Closing Date (and treated as a Restricted Payment) by CCFC, the Issuer or any other Restricted Subsidiary in such Person, which amount was included in the calculation of the amount of Restricted Payments; or

(D)following the earlier of the first day of the next fiscal year beginning after there have been two consecutive quarters in which Consolidated Net Income has been positive or the Designation Date, the aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to be determined in good faith by the Board of Directors) declared or made subsequent to such date would exceed the greater of (x) the amount set forth in clause (C)(y) hereof less any Restricted Payments made subsequent to the Closing Date pursuant to such clause (C)(y) or (y) the sum, without duplication, of:

(i)50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the first fiscal quarter of the two consecutive quarters referred to above in which Consolidated Net Income has been positive or the Designation Date, as applicable, to the end of the most recent fiscal quarter ending at least 45 days (or such shorter period for which financial statements have been released) prior to the date of such Restricted Payment (or, in case such Consolidated Net Income will subsequently be a deficit, minus 100% of such deficit);

(ii)the aggregate Net Cash Proceeds received by any Intermediate Guarantor or the Issuer from the issue or sale of its Capital Stock (other than

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Disqualified Stock) subsequent to the beginning of the first fiscal quarter of the two consecutive quarters referred to above in which Consolidated Net Income has been positive or the Designation Date, as applicable (other than an issuance or sale to (x) CCFC, a Subsidiary of CCFC or any Restricted Company or any of its Subsidiaries or (y) an employee share ownership plan or other trust to the extent funded or required to be funded by CCFC or any of its Subsidiaries);

(iii)the amount by which Indebtedness of CCFC or its Restricted Subsidiaries is reduced on CCFC’s Consolidated balance sheet upon the conversion or exchange of any Indebtedness of any Intermediate Guarantor or the Issuer issued after the beginning of the first fiscal quarter of the two consecutive quarters referred to above in which Consolidated Net Income has been positive or the Designation Date, as applicable, which is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Issuer or any NTL Holding Company (less the amount of any cash or the Fair Market Value of other Property distributed by any Intermediate Guarantor or any Restricted Subsidiary upon such conversion or exchange);

(iv)without duplication, the sum of

(x)the aggregate amount returned to CCFC, the Issuer or any other Restricted Subsidiary in cash on or with respect to Investments (other than Permitted Investments) made subsequent to the beginning of the first fiscal quarter of the two consecutive quarters referred to above in which Consolidated Net Income has been positive or the Designation Date, as applicable, whether through interest payments, principal payments, dividends (other than Designated Dividends) or other distributions;

(y)the net proceeds received and retained by CCFC, the Issuer or any other Restricted Subsidiary from the disposition, retirement or redemption of all or any portion of such Investments (other than Permitted Investments and other than to CCFC, the Issuer or any other Restricted Subsidiary and, for the avoidance of doubt, other than a disposition of any Broadcast Business Company); and

(z)upon redesignation of an Unrestricted Subsidiary (except, for the avoidance of doubt, any Broadcast Business Company) as a Restricted Subsidiary subsequent to the beginning of the first fiscal quarter of the two consecutive quarters referred to above in which Consolidated Net Income has been positive or the Designation Date, as applicable, in accordance with Section 4.17, the Fair Market Value (valued as provided in the definition of “Investment”) of the net assets of such Subsidiary;

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provided, however, that the amount under this clause (iv) shall not exceed the aggregate amount of all such Investments (other than Permitted Investments) made subsequent to the beginning of the first fiscal quarter of the two consecutive quarters referred to above in which Consolidated Net Income has been positive or the Designation Date, as applicable (and treated as a Restricted Payment) by CCFC, the Issuer or any other Restricted Subsidiary in such Person, which amount was included in the calculation of the amount of Restricted Payments.

(b)The provisions of the foregoing paragraph (a) will not prohibit:

(1)any purchase, repurchase, redemption, retirement or other acquisition for value of Capital Stock of any Intermediate Guarantor or the Issuer made by exchange for, or out of the proceeds of the sale within 45 days of, Capital Stock of, as applicable, such Intermediate Guarantor or the Issuer (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of CCFC or any Restricted Company or any of its Subsidiaries or an employee share ownership plan or other trust to the extent funded by CCFC or any of its Subsidiaries or any Restricted Company or any of its Subsidiaries); provided, however, that:

(A)such purchase, repurchase, redemption, retirement or other acquisition for value will be excluded in the calculation of the amount of Restricted Payments, and

(B)the Net Cash Proceeds from such sale applied in the manner set forth in this clause (1) will be excluded from the calculation of amounts under clause (C)(ii) or (D)(ii) of paragraph (a) above;

(2)any prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Subordinated Obligations of CCFC, the Issuer or any other Restricted Subsidiary made by exchange for, or out of the proceeds of the sale within 45 days of, Indebtedness of CCFC, the Issuer or such other Restricted Subsidiary that is permitted to be Incurred pursuant to paragraphs (b) and (c) of Section 4.09; provided, however, that such prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value will be excluded from the calculation of the amount of Restricted Payments;

(3)any prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Subordinated Obligations of CCFC, the Issuer or any other Restricted Subsidiary from Net Available Cash to the extent permitted by Section 4.10; provided, however, that such prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value will be excluded from the calculation of the amount of Restricted Payments;

(4)any prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Subordinated Obligations of CCFC, the Issuer or any other Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of CCFC, the Issuer or any other Restricted Subsidiary that qualifies as Refinancing Indebtedness; provided, however, that such prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value will be excluded from the calculation of the amount of Restricted Payments;

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(5)dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividends would have complied with this Section 4.07; provided, however, that such dividends will be included (without duplication) in the calculation of the amount of Restricted Payments;

(6)any purchase, repurchase, redemption, retirement or other acquisition for value of Capital Stock, or options to purchase Capital Stock, of Parent or any of its Subsidiaries from employees, former employees, directors or former directors or consultants of Parent or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors or consultants), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such purchases, repurchases, redemptions, retirements and other acquisitions for value will not exceed £10 million in any calendar year;

(7)any payment of dividends, other distributions or other amounts by CCFC for the purposes set forth in clauses (A), (B) and (C) below; provided, however, that such dividends, distributions or other payments will be excluded from the calculation of the amount of Restricted Payments:

(A)to Parent in amounts required for Parent to pay taxes and other fees or amounts required to maintain its corporate existence and provide for other operating expenses in an aggregate amount of up to £30 million in any calendar year increasing to £50 million in any calendar year following any Merger Event;

(B)payment to Parent of any Designated Dividends; and

(C)amounts (i) payable for any income or corporate taxes or pursuant to any tax sharing agreement and (ii) related to transfer or surrender of net operating losses in an aggregate amount of up to £25 million in any calendar year; provided that any amounts distributed pursuant to clause (i) relate only to taxes attributable to CCFC and its Restricted Subsidiaries; provided further, however, that any net operating losses transferred or surrendered hereunder are not reasonably expected to be useable by CCFC or any Restricted Subsidiary until after the maturity of the Notes;

(8)any purchase, repurchase, redemption, retirement or other acquisition for value of Capital Stock deemed to occur upon exercise of options, warrants or other securities, if such Capital Stock represents a portion of the exercise price of such options, warrants or other securities; provided, however, that such purchase, repurchase, redemption, retirement or other acquisition for value will be excluded from the calculation of the amount of Restricted Payments;

(9)Investments CCFC, the Issuer or any other Restricted Subsidiary shall be deemed to have made upon the designation of the Broadcast Business Companies as Unrestricted Subsidiaries (so long as such designation complies with Section 4.18), including any Broadcast Business Investments up to a maximum of £15 million; provided, however, that such deemed Investments will be excluded from the calculation of the amount of Restricted Payments except to the extent of any such Broadcast Business Investments, which will be included in such calculation;

(10)after the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, distributions (including by way of dividend) consisting of (A) cash, Capital Stock, Transferable

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Debt, or Property of such Unrestricted Subsidiary that in each case is held by CCFC, the Issuer or any other Restricted Subsidiary or (B) proceeds from the disposition of the cash, Capital Stock, Transferable Debt or Property of such Unrestricted Subsidiary; provided, however, that (x) such distribution or disposition shall include the concurrent transfer of all liabilities (contingent or otherwise) attributable to the Property being transferred; (y) any Property received from any Unrestricted Subsidiary (other than Capital Stock or Transferable Debt issued by any Unrestricted Subsidiary) may be transferred by way of distribution or disposition pursuant to this clause (10) only if such Property, together with all related liabilities, is so transferred in a transaction that is substantially concurrent with the receipt thereof by CCFC, the Issuer or such other Restricted Subsidiary; and (z) such distribution or disposition shall not, after giving effect to any related agreements, result nor be likely to result in any material liability, tax or other adverse consequences to CCFC, the Issuer and the Restricted Subsidiaries on a consolidated basis; provided further, however, that such distributions will be excluded from the calculation of the amount of Restricted Payments, it being understood that proceeds from the disposition of any cash, Capital Stock, Transferable Debt or Property of an Unrestricted Subsidiary that are so distributed will not increase the amount of Restricted Payments permitted under clause (a)(C)(iv) or (a)(D)(iv) above;

(11)following any future Equity Offering of the ordinary shares of the Issuer or of any NTL Holding Company, the payment of dividends on common stock of CCFC up to 6% per annum of the proceeds received by any Intermediate Guarantor or the Issuer in any such Equity Offering that are contributed in cash to any Intermediate Guarantor’s or the Issuer’s equity (other than through the issuance of Disqualified Stock); provided, however, that if such Equity Offering was of common stock of Parent, the proceeds of any such dividend are used to fund an equal dividend on the common stock of Parent; provided further, however, that such Restricted Payments will be included in the calculation of the amount of Restricted Payments;

(12)payments of any Receivables Fees; provided, however, that such Restricted Payments will be excluded from the calculation of the amount of Restricted Payments; and

(13)any other Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (13), not to exceed £75 million; provided, however, that (A) such Restricted Payments will be included in the calculation of the amount of Restricted Payments and (B) at the time of any Restricted Payment referred to in this clause (13), no Default or Event of Default has occurred and is continuing (or would result from such Restricted Payment).

Section 4.08Restrictions on Distributions from Restricted Subsidiaries.

(a)CCFC, the Issuer and Parent will not permit any Restricted Subsidiary (other than the Issuer or any Intermediate Guarantor) to create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to CCFC, the Issuer or any other Restricted Subsidiary of which it is a Subsidiary;

(2)make any loans or advances to CCFC, the Issuer or any other Restricted Subsidiary of which it is a Subsidiary; or

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(3)transfer any of its Property or assets to CCFC, the Issuer or any other Restricted Subsidiary of which it is a Subsidiary.

(b)The provisions of Section 4.08(a) will not prohibit:

(1)any encumbrance or restriction pursuant to (A) applicable law, rule, regulation, order or governmental license, permit or concession or (B) an agreement in effect on the Closing Date (including this Indenture, the New Credit Facility and the Intercreditor Deed);

(2)in respect of a Restricted Subsidiary acquired by CCFC, the Issuer or any other Restricted Subsidiary after the Closing Date, any encumbrance or restriction with respect to such Restricted Subsidiary arising prior to the date on which such Restricted Subsidiary was acquired by CCFC, the Issuer or any other Restricted Subsidiary (other than an encumbrance relating to Indebtedness Incurred as consideration for, in contemplation of, or to provide all or any portion of the funds or credit support utilized to, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by CCFC, the Issuer or any other Restricted Subsidiary) and outstanding on such date;

(3)any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) of this Section 4.08(b) or this clause (3) or contained in any amendment or modification to an agreement referred to in clause (1) or (2) of this Section 4.08(b) or this clause (3); provided, however, that the encumbrances and restrictions, taken as a whole, contained in any such Refinancing agreement or amendment or modification are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in such predecessor agreements;

(4)in the case of Section 4.08(a)(3), any encumbrance or restriction

(A)that restricts in a customary manner the subletting, assignment or transfer of any Property or asset that is subject to a lease, license or similar contract,

(B)encumbering Property at the time such Property was acquired by CCFC, the Issuer or any other Restricted Subsidiary so long as such restriction relates solely to the Property so acquired (other than any encumbrance or restriction created as consideration for, in contemplation of, in connection with or pursuant to the provision of, all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Property was otherwise acquired by CCFC, the Issuer or any other Restricted Subsidiary),

(C)under agreements relating to Purchase Money Indebtedness or Capitalized Lease Obligations Incurred that impose customary restrictions on the Property subject to such Purchase Money Indebtedness or Capitalized Lease Obligations,

(D)relating to Indebtedness that is permitted to be Incurred and secured without also securing the Notes or the applicable Subsidiary Guarantee pursuant to Section 4.09 and Section 4.12 that limit the right of the debtor to dispose of the Property securing such Indebtedness, or

(E)customarily imposed on the transfer of copyrighted or patented materials or other intellectual property and customer provisions in agreements that restrict the assignment of such agreements or any rights thereunder;

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(5)any encumbrance created in connection with a Qualified Receivables Transaction permitted under Section 4.09;

(6)any customary encumbrance or restriction imposed with respect to a Restricted Subsidiary pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(7)any customary encumbrance or restriction on cash or other deposits or net worth imposed on customers under contracts entered into in the ordinary course of business;

(8)any encumbrance or restriction pursuant to an agreement governing any Bank Indebtedness of CCFC or a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to clause (b)(1) or (b)(12) (to the extent that the aggregate principal amount of such Bank Indebtedness Incurred pursuant to clause (b)(12) shall not exceed £1,250,000,000, less the amount of Target Group Indebtedness refinanced as Bank Indebtedness under clause (b)(1)) of Section 4.09 or any Indebtedness permitted to be Incurred pursuant to clause (a) of Section 4.09 if the encumbrances and restrictions contained in any such agreement, taken as a whole, do not materially prejudice the ability of the Issuer to make payments on the Notes;

(9)encumbrances or restrictions existing under or by reason of provisions in asset sale agreements entered into in the ordinary course of business; and

(10)encumbrances or restrictions existing under or by reason of provisions in joint venture arrangements and other similar arrangements or arrangements with minority interests in any Restricted Subsidiary so long as such joint ventures and other arrangements covered by this clause (10) do not at any time relate to more than 2.5% of Total Assets.

Section 4.09Incurrence of Indebtedness.

(a)CCFC and the Issuer will not, and CCFC and Parent will not cause or permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided, however, that CCFC, the Issuer and any other Restricted Subsidiary may Incur Indebtedness if on the date of such Incurrence and after giving effect thereto the Leverage Ratio would not exceed 5.5:1.0.

(b)Notwithstanding the foregoing paragraph (a), CCFC, the Issuer and any other Restricted Subsidiary may Incur the following Indebtedness:

(1)Bank Indebtedness in an aggregate principal amount at any one time outstanding not exceeding £2,667,500,000; provided, however, that following a Merger Event, this amount will be increased in the amount of any refinancing Indebtedness Incurred with respect to Indebtedness of the Target Group permitted to be Incurred under clause (12) of this paragraph (b) in an aggregate principal amount of up to £1,250,000,000; provided further, however, that the aggregate principal amount of all Bank Indebtedness at any one time outstanding pursuant to this clause (b)(1) shall be permanently reduced by the amount of Net Available Cash used to prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Bank Indebtedness (other than Bank Indebtedness Incurred under any revolving facility in an aggregate amount up to £250,000,000) pursuant to Section 4.10, except to the extent Bank Indebtedness is subsequently Incurred in an aggregate amount outstanding not exceeding such amount of Net Available Cash and all of the proceeds are reinvested in Additional Assets or used to purchase

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Notes or prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value other Indebtedness under the conditions set forth in Section 4.10;

(2)Indebtedness of CCFC owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by CCFC or any Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any subsequent transfer of such Indebtedness or any other event that results in any such Indebtedness being held by a Person other than CCFC or a Restricted Subsidiary shall be deemed to constitute the Incurrence of such Indebtedness by the obligor thereon, (B) if an Intermediate Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated for the benefit of the Holders to the prior payment in full in cash of all obligations with respect to the relevant Intermediate Guarantee, (C) if the Issuer is the obligor on such Indebtedness, such Indebtedness is expressly subordinated for the benefit of the Holders to the prior payment in full in cash of all obligations with respect to the Notes and (D) if a Subsidiary Guarantor is the obligor on such Indebtedness and such Indebtedness is owed to and held by a Restricted Subsidiary of the Issuer that is not a Subsidiary Guarantor, such Indebtedness is expressly subordinated for the benefit of the Holders to the prior payment in full in cash of all obligations of such Subsidiary Guarantor with respect to its Subsidiary Guarantee;

(3)Indebtedness (A) represented by the Notes (not including any Additional Notes), any exchange notes issued in exchange for any Notes, the Intermediate Guarantees and the Senior Subordinated Subsidiary Guarantee, (B) outstanding on the Closing Date (other than the Indebtedness described in clause (2) of this paragraph (b)), (C) to the extent not repaid on the Closing Date, the Existing Credit Facility (provided that such Indebtedness shall be permitted only for a period of seven Business Days following the Closing Date) and (D) owed by CCFC or any Restricted Subsidiary to Parent in connection with the transactions pursuant to which Diamond becomes a Subsidiary of CCFC in an amount not to exceed the amount of the receivable contributed by Parent to CCFC in connection with such transactions;

(4)Indebtedness consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in clauses (3) (other than clauses (C) or (D) thereof and the Diamond Notes or the Triangle Debentures), (4), (5), (7) or (12) (other than as specified in paragraph (d)(2) below) of this paragraph (b) or the foregoing paragraph (a);

(5)Indebtedness of a Restricted Subsidiary acquired by CCFC, the Issuer or any other Restricted Subsidiary after the Closing Date Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by CCFC, the Issuer or any other Restricted Subsidiary (other than Indebtedness Incurred in contemplation of, in connection with, as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary of or was otherwise acquired by CCFC, the Issuer or any other Restricted Subsidiary) other than Target Group Indebtedness; provided, however, that on the date that such Restricted Subsidiary is acquired by or becomes a Subsidiary of or is merged with or into CCFC, the Issuer or any other Restricted Subsidiary, CCFC would have been able to Incur £1.00 of additional Indebtedness pursuant to the foregoing paragraph (a) after giving effect to the Incurrence of such Indebtedness pursuant to this clause (5);

(6)Indebtedness (A) in respect of performance, bid, completion, surety or appeal bonds provided by CCFC, the Issuer and any other Restricted Subsidiary in the ordinary course of their business and (B) under Interest Rate Agreements and Currency Agreements entered into for

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bona fide hedging purposes of CCFC, the Issuer and any other Restricted Subsidiary in the ordinary course of business;

(7)Purchase Money Indebtedness and Capitalized Lease Obligations Incurred after the Closing Date for the purpose of financing all or any part of the purchase price or cost of construction or improvement (including the cost of design, development, construction, acquisition, transportation, installation, improvement and migration) of assets used in a Permitted Business; provided, however, that the aggregate principal amount of Indebtedness Incurred pursuant to this clause (7), together with all other outstanding Indebtedness Incurred after the Closing Date pursuant to this clause (7), shall not exceed as of the date of Incurrence the greater of (A) 2.75% of Total Assets and (B) £150 million;

(8)Guarantees of the Notes, Guarantees by a Restricted Subsidiary in favor of UK Inland Revenue in connection with the UK tax liability of NTL (UK) Group, Inc., Guarantees of other Indebtedness not otherwise prohibited by this Section 4.09 and Guarantees of Indebtedness which by its terms must be Guaranteed if the Notes are Guaranteed, provided, however, that, to the extent applicable, Section 4.19 is complied with;

(9)Indebtedness of CCFC, the Issuer or any other Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence;

(10)Indebtedness constituting reimbursement obligations with respect to letters of credit, bankers’ acceptances or other similar instruments or obligations issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims or other Indebtedness Incurred with respect to reimbursement-type obligations regarding workers’ compensation claims and under other similar legislation; provided, however, that upon the drawing or other funding of such letters of credit or other instruments or obligations, such drawings or fundings are reimbursed within 30 days;

(11)Indebtedness arising from agreements of CCFC, the Issuer or any other Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the disposition of any business, assets or Capital Stock of a Subsidiary, or Broadcast Separation Transactions described in clause (c) of the definition thereof, other than Guarantees or other credit support of Indebtedness or other obligations of any Person (other than CCFC or any Restricted Subsidiary) acquiring all or any portion of such business, assets or Capital Stock or any Affiliate of such Person; provided that such Indebtedness is not reflected on the balance sheet of CCFC, the Issuer or any other Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will be deemed not to be reflected on such balance sheet for purposes of this clause (11));

(12)any Target Group Indebtedness if and to the extent, following a Merger Event, Target Group companies become Restricted Subsidiaries of CCFC or the Issuer or are merged with or into CCFC, the Issuer or any other Restricted Subsidiary; provided, however, that either (A) on the date that such Target Group companies are acquired by or become Restricted Subsidiaries of or are merged with or into CCFC, the Issuer or any other Restricted Subsidiary, CCFC would have been able to Incur £1.00 of additional Indebtedness pursuant to the foregoing paragraph (a) after giving effect to the Incurrence of such Indebtedness pursuant to this clause (12) or (B) the Indebtedness Incurred pursuant to this clause (12) since the Closing Date does not

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exceed, in the aggregate, £1,250,000,000; provided further, however, that the aggregate principal amount of all Target Group Indebtedness that is Bank Indebtedness outstanding pursuant to this clause (b)(12) shall be permanently reduced by the amount of Net Available Cash used to prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value such Target Group Bank Indebtedness, except to the extent Target Group Bank Indebtedness is subsequently Incurred in an aggregate amount outstanding not exceeding such amount of Net Available Cash and all of the proceeds are reinvested in Additional Assets or used to purchase Notes or prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value other Indebtedness under the conditions set forth in Section 4.10;

(13)the Incurrence of Indebtedness consisting of guarantees of loans or other extensions of credit made to or on behalf of officers, directors, employees or consultants of CCFC, the Issuer or any other Restricted Subsidiary for the purpose of permitting such persons to purchase Capital Stock of Parent, CCFC, the Issuer or any other Restricted Subsidiary, in an amount not to exceed £5 million at any one time outstanding;

(14)the Incurrence of Indebtedness by a Receivables Subsidiary in a Qualified Receivables Transaction that is not recourse to CCFC, the Issuer or any of their Subsidiaries (except for Standard Securitization Undertakings) in an amount not to exceed £100 million at any one time outstanding;

(15)the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock (where the payment of such dividends is not part of a financing transaction); and

(16)Indebtedness (other than Indebtedness permitted to be Incurred pursuant to the foregoing paragraph (a) or any other clause of this paragraph (b)) in an aggregate principal amount on the date of Incurrence that, when added to all other Indebtedness Incurred pursuant to this clause (16) and then outstanding, will not exceed the greater of (A) 3.0% of Total Assets and (B) £150 million.

(c)Notwithstanding the foregoing, each Intermediate Guarantor and the Issuer will not, and CCFC will not permit any Subsidiary Guarantor to, Incur any Indebtedness pursuant to paragraph (a) or (b) above if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Indebtedness will be subordinated to the Notes or the applicable Intermediate Guarantee or Subsidiary Guarantee, as applicable, to at least the same extent as such Subordinated Obligations.

(d)For purposes of determining the outstanding principal amount of any particular Indebtedness Incurred pursuant to this Section 4.09:

(1)Bank Indebtedness Incurred on the Closing Date shall be treated as Incurred pursuant to clause (1) of paragraph (b) above;

(2)in the event that any Target Group Indebtedness permitted to be Incurred pursuant to clause (12) of paragraph (b) above is refinanced as Bank Indebtedness, such Bank Indebtedness shall, in the case of the first £1,250,000,000 so refinanced, be treated as Incurred pursuant to clause (1) of paragraph (b) above;

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(3)Indebtedness permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 permitting such Indebtedness;

(4)in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this Section 4.09, CCFC, in its sole discretion (except as specified in clause (2) of this paragraph (d)), shall classify or reclassify from time to time such Indebtedness and only be required to include the amount of such Indebtedness in one of such clauses; and

(5)the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligations arising under any Guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness permitted to be Incurred under this Section 4.09 shall not be double counted.

For the purposes of determining compliance with any sterling-denominated restriction on the Incurrence of Indebtedness denominated in a currency other than pounds sterling, the sterling-equivalent principal amount of such Indebtedness Incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness, provided that (x) the sterling-equivalent principal amount of any such Indebtedness outstanding on the Closing Date shall be calculated based on the relevant currency exchange rate in effect on the Closing Date, (y) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a currency other than pounds sterling, and such refinancing would cause the applicable sterling-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such sterling-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced based on the exchange rate between the currency of the Indebtedness being refinanced and the currency of the refinancing Indebtedness and (z) the sterling-equivalent principal amount of Indebtedness denominated in a currency other than pounds sterling and Incurred pursuant to any Credit Facility shall be calculated based on the relevant currency exchange rate in effect on, at CCFC’s option, (i) the Closing Date, (ii) any date on which any of the respective commitments under the Credit Facility shall be reallocated between or among facilities or subfacilities thereunder, or (iii) the date of such Incurrence. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Section 4.10Sales of Assets and Subsidiary Stock.

CCFC and the Issuer will not, and will not permit any other Restricted Subsidiary to, and Parent will not permit any Restricted Company or any Subsidiary of any Restricted Company to, make any Asset Disposition, and before the transactions pursuant to which Diamond becomes a Wholly Owned Subsidiary of CCFC, Parent will not sell, transfer, or otherwise dispose of the Capital Stock or assets other than in the ordinary course of business of Diamond, unless:

(a)Parent (in the case of a sale, transfer, or other disposition of the Capital Stock or assets of Diamond before it becomes a Wholly Owned Subsidiary of CCFC), CCFC, the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value of the shares and assets subject to such Asset Disposition,

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(b)at least 75% of the consideration thereof received by Parent (in the case of a sale, transfer, or other disposition of the Capital Stock or assets of Diamond before it becomes a Wholly Owned Subsidiary of CCFC), CCFC, the Issuer or such Restricted Subsidiary is in the form of cash, Temporary Cash Investments or Additional Assets.  For the purposes of this provision, each of the following will be deemed to be cash:

(1)Indebtedness and other liabilities shown on the most recent consolidated balance sheet of CCFC prior to the date of such Asset Disposition (other than Subordinated Obligations) (A) that are assumed by the transferee of any such assets and (B) for which CCFC and its Restricted Subsidiaries are released from all liability at the time of such Asset Disposition;

(2)any securities, notes or other obligations received by any such Intermediate Guarantor, the Issuer or any such Restricted Subsidiary from such transferee that are converted, sold or exchanged by CCFC, the Issuer or such Restricted Subsidiary into cash or Temporary Cash Equivalents within 90 days, to the extent of the cash or Temporary Cash Equivalents received in that conversion, sale or exchange; and

(3)any Designated Non-Cash Consideration; and

(c)an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by Parent (in the case of a sale, transfer, or other disposition of the Capital Stock or assets of Diamond before it becomes a Wholly Owned Subsidiary of CCFC), CCFC, the Issuer or such Restricted Subsidiary, as the case may be,

(1)first, to the extent Parent (in the case of a sale, transfer, or other disposition of the Capital Stock or assets of Diamond before it becomes a Wholly Owned Subsidiary of CCFC), CCFC, the Issuer or such Restricted Subsidiary elects (or is required by the terms of any Indebtedness), to prepay or repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Indebtedness of the Issuer or any Intermediate Guarantor to the extent secured by a Permitted Lien, Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor or Indebtedness of a Subsidiary of the Issuer that is not a Subsidiary Guarantor (in each case, other than Indebtedness owed to CCFC or any Subsidiary of CCFC, a Restricted Company or any of its Subsidiaries or any other Person of which CCFC is a Subsidiary and other than obligations in respect of Disqualified Stock);

(2)second, to the extent of the balance of Net Available Cash after application in accordance with clause (1), to the extent Parent (in the case of a sale, transfer, or other disposition of the Capital Stock or assets of Diamond before it becomes a Wholly Owned Subsidiary of CCFC), CCFC, the Issuer or such Restricted Subsidiary elects, to invest in Additional Assets or any capitalized expense related thereto (including by means of an Investment in Additional Assets or any capitalized expense related thereto by a Restricted Subsidiary with Net Available Cash received by CCFC, the Issuer or another Restricted Subsidiary);

(3)third, to the extent of the balance of such Net Available Cash not applied in accordance with clauses (1) and (2) within 366 days from the later of such Asset Disposition or the receipt of such Net Available Cash (provided, however, that such 366-day period shall be extended by up to 180 days to the extent a binding contractual commitment to reinvest in or purchase Additional Assets or any capitalized expense related thereto shall have been entered into by such 366th day to the extent such commitment remains in effect and the planned reinvestment or purchase has not been abandoned or cancelled), to make an Excess Proceeds Offer (as defined

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in Section 3.09) to purchase Notes pursuant to and subject to the conditions set forth in Section 3.09, subject to proration as described in Section 3.09; and

(4)fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (1), (2) and (3) (including any amounts for Notes not tendered in any Excess Proceeds Offer), for any general corporate purpose permitted by the terms of this Indenture;

provided, however, that in connection with any prepayment or repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness pursuant to clause (1), (3) or (4) above, other than in connection with Bank Indebtedness Incurred under any revolving facility in an aggregate amount up to £250,000,000, Parent (in the case of a sale, transfer, or other disposition of the Capital Stock or assets of Diamond before it becomes a Wholly Owned Subsidiary of CCFC), CCFC, the Issuer or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so permanently prepaid or repaid, purchased, repurchased, redeemed, retired, defeased or otherwise acquired for value.

Section 4.11Transactions with Affiliates.

(a)CCFC and the Issuer will not, and CCFC and Parent will not permit any other Restricted Subsidiary to, directly or indirectly, enter into any transaction or series of related transactions (including the purchase, sale, lease or exchange of any Property or the rendering of any service) with any Affiliate of CCFC (an “Affiliate Transaction”) unless such transaction is on terms:

(1)that are not materially less favorable to such Intermediate Guarantor, the Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate,

(2)that, in the event such Affiliate Transaction involves an aggregate amount in excess of £25 million,

(A)are set forth in writing, and

(B)have been approved by a majority of the members of the Board of Directors having no personal stake in such Affiliate Transaction, and

(3)that, in the event such Affiliate Transaction involves an aggregate amount in excess of £50 million, have been determined by an Independent Financial Advisor to be fair, from a financial standpoint, to CCFC and the Restricted Subsidiaries.

(b)The provisions of the foregoing paragraph (a) will not apply to:

(1)any Restricted Payment permitted to be paid pursuant to Section 4.07,

(2)transactions between CCFC, the Issuer and any other Restricted Subsidiary (other than a Receivables Subsidiary) or between Restricted Subsidiaries (other than a Receivables Subsidiary),

(3)sales of accounts receivable or any participations therein to a Receivables Subsidiary in connection with any Qualified Receivables Transaction,

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(4)any issuance of securities, or other payments, awards or grants in cash, securities (including stock options and similar rights) or similar transfers to employees, directors and consultants of Parent, CCFC, the Issuer, any other Restricted Subsidiary and any of their Subsidiaries pursuant to, or for the purpose of funding, employment arrangements, stock options and share ownership plans not to exceed £10 million in any calendar year,

(5)any loans or advances, or Guarantees of third-party loans, to directors, officers, employees and consultants in the ordinary course of business in accordance with past practices of Parent, CCFC, the Issuer or any other Restricted Subsidiary, as applicable, but in any event not to exceed £10 million in the aggregate outstanding at any one time,

(6)the payment of reasonable fees and indemnities (including under customary insurance) to directors, officers and consultants of Parent, CCFC, the Issuer, any other Restricted Subsidiary and any of their Subsidiaries,

(7)any tax sharing agreement or arrangement and payments pursuant thereto between or among Parent, any other NTL Holding Company, the Issuer and any other Restricted Subsidiaries not otherwise prohibited by this Indenture,

(8)commercial transactions on arm’s-length terms entered into in the ordinary course of business of which the disinterested directors of the Issuer have been notified, or if there are no disinterested directors, the directors,

(9)commercial contracts between CCFC, the Issuer or any other Restricted Subsidiary and any Broadcast Business Company entered into after the Closing Date, as in effect from time to time, that are (A) Broadcast Separation Transactions, (B) transactions pursuant to clause (2) of the last paragraph of the definition of “Indebtedness” or (C) on arm’s-length terms or on a basis which the Issuer reasonably believes allocates costs fairly, entered into in the ordinary course of business of which the directors of the Issuer have been notified,

(10)transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of the Issuer, any NTL Holding Company or any of its Subsidiaries, so long as such Affiliates are treated no more favorably than holders of such Indebtedness or Capital Stock generally,

(11)any agreement in effect on the Closing Date or any amendment or other modification thereto (so long as such amendment or other modification is not disadvantageous to the Holders in any material respect) or any transactions pursuant thereto,

(12)the issuance and sale of Capital Stock (other than Disqualified Stock) of Parent or CCFC to (A) any officer, director or consultant of CCFC, the Issuer, any other Restricted Subsidiary or any other NTL Holding Company pursuant to agreements outstanding on the Closing Date or entered into pursuant to clause (4) above, or (B) any NTL Holding Company or any Restricted Subsidiary,

(13)any transaction with Parent pursuant to which Diamond or Target Group becomes a Wholly Owned Subsidiary of CCFC, provided that such transaction complies with paragraph (a)(1) above,

(14)any transaction specifically permitted under this Indenture, and

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(15)the entering into, maintaining or performing of any employee contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer, director or consultant heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements.

Section 4.12Liens.

CCFC and the Issuer will not, and CCFC and Parent will not permit any other Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any consensual Lien of any nature whatsoever (any such Lien, an “Initial Lien”) on any of its Property or assets (including Capital Stock of a Restricted Subsidiary), whether owned at the Closing Date or thereafter acquired, securing any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.

Any Lien created for the benefit of the Holders pursuant to the immediately preceding paragraph may provide by its terms that such Lien will be automatically and unconditionally released and discharged (1) upon the full and unconditional release and discharge of the Initial Lien (other than as a result of satisfaction of the debt secured through enforcement of such Lien), (2) with respect to any Subsidiary Guarantor the assets or the Capital Stock of which are encumbered by such Lien, upon the release of the Subsidiary Guarantee of such Subsidiary Guarantor in accordance with Section 11.02 or (3) upon any defeasance or satisfaction and discharge of the Notes as provided under Article 8 and Article 10 of this Indenture.

Section 4.13Business Activities.

CCFC and the Issuer will not, and they and Parent will not permit any other Restricted Subsidiary to, engage in any business, other than a Permitted Business.

Section 4.14Corporate Existence.

Subject to Article 5 hereof, the Issuer and each Note Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(1)its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer or any such Restricted Subsidiary; and

(2)the rights (charter and statutory), licenses and franchises of the Issuer, each Note Guarantor and their Restricted Subsidiaries;

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provided, however, that the Issuer and each Note Guarantor shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of their Restricted Subsidiaries, if the Board of Directors or Officer of the Issuer shall determine that the preservation thereof is no longer necessary or desirable in the conduct of the business of the Issuer, each Note Guarantor and their Restricted Subsidiaries, taken as a whole.

The foregoing shall not prohibit a sale, transfer or conveyance of a Restricted Subsidiary (other than the Issuer) or any of its assets in compliance with the terms of this Indenture.

Section 4.15Offer to Repurchase Upon Change of Control or Triggering Event.

(a)If all of the Diamond Notes and the Triangle Debentures are not redeemed in whole in accordance with their terms within 90 days after the Closing Date (a “Triggering Event”), each Holder will have the right to require the Issuer to purchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures set forth in this Section 4.15.

(b)Upon the occurrence of a Change of Control, each Holder will have the right to require the Issuer to purchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that notwithstanding the occurrence of a Change of Control, the Issuer shall not be obligated to purchase the Notes pursuant to this section (1) in the event that it has exercised its right to redeem all of the Notes pursuant to Section 3.07 hereof or (2) if such Change of Control was the result of a Merger Event.

(c)Within 30 days following any Triggering Event or Change of Control giving rise to obligations under this Section 4.15 or, at the Issuer’s option, at any time prior to a Change of Control but following the public announcement thereof, the Issuer shall mail a notice to each Holder with a copy to the Trustee (the “Repurchase Offer”) stating:

(1)that a Triggering Event or a Change of Control, as applicable, has occurred and that such Holder has the right to require the Issuer to repurchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);

(2)the circumstances and relevant facts regarding such Triggering Event or Change of Control;

(3)if a Change of Control has been publicly announced but has not occurred at the time such notice is mailed, that the Repurchase Offer is conditioned on the consummation of such Change of Control occurring prior to or concurrent with the repurchase;

(4)the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed);

(5)that any Note not tendered will continue to accrue interest;

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(6)that, unless the Issuer defaults in the payment of the purchase price, all Notes accepted for payment pursuant to the Repurchase Offer will cease to accrue interest after the repurchase date;

(7)that Holders electing to have any Notes purchased pursuant to a Repurchase Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the repurchase date;

(8)that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the repurchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(9)that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof, or to £1,000 in principal amount or an integral multiple thereof, or to €1,000 in principal amount or an integral multiple thereof, as the case may be.

The Issuer will comply with the requirements of Section 14(e) of the Exchange Act and any applicable securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.15. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.15, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue thereof.

(d)On the repurchase date, the Issuer will, to the extent lawful:

(1)accept for payment all Notes or portions thereof properly tendered pursuant to the Repurchase Offer;

(2)deposit with the relevant Paying Agent an amount equal to the purchase price in respect of all Notes or portions of Notes properly tendered; and

(3)deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer.

The relevant Paying Agent will promptly mail to each Holder of Notes properly tendered the purchase price for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple thereof, or of £1,000 in principal amount or an integral multiple thereof, or of €1,000 in principal amount or an integral multiple thereof, as the case may be.

If, at the time of the Change of Control or Triggering Event, any series of the Notes is listed on the Luxembourg Stock Exchange and if required by the rules of the Luxembourg Stock Exchange, notice will be published in Luxembourg as set forth in Section 3.03 hereof.

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The Issuer will publicly announce the results of the Repurchase Offer on or as soon as practicable after the repurchase date.  If any series of the Notes is listed on the Luxembourg Stock Exchange and if required by the rules of the Luxembourg Stock Exchange notice will be published in Luxembourg as set forth in Section 3.03 hereof.

(e)The Issuer will not be required to make a Repurchase Offer upon a Triggering Event or Change of Control if a third party makes the Repurchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Repurchase Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Repurchase Offer. The Issuer shall not be required to effect more than one Repurchase Offer, including repurchasing all Notes validly tendered and not withdrawn under such Repurchase Offer, for each Triggering Event or Change of Control.

Section 4.16Sale/Leaseback Transactions.

CCFC and the Issuer will not, and they and Parent will not permit any other Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any Property unless:

(a)such Intermediate Guarantor or such Restricted Subsidiary would be entitled to:

(1)Incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to Section 4.09; and

(2)create a Lien on such Property securing such Attributable Debt without equally and ratably securing the Notes pursuant to Section 4.12;

(b)the net proceeds received by CCFC, the Issuer or such Restricted Subsidiary in connection with such Sale/Leaseback Transaction represent the Fair Market Value of such Property; and

(c)the transfer of such Property is permitted by, and CCFC, the Issuer or such Restricted Subsidiary applies the proceeds of such transaction in compliance with Section 4.10.

Section 4.17Designation of Restricted and Unrestricted Subsidiaries.

(a)The Board of Directors may designate any Subsidiary of CCFC (including any newly acquired or newly formed Subsidiary of CCFC) other than the Issuer or any Broadcast Business Company to be an Unrestricted Subsidiary if:

(1)no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation;

(2)such Subsidiary and any of its Subsidiaries do not own any Capital Stock or Indebtedness of, or own or hold any Lien on any Property of, CCFC, the Issuer or any other Restricted Subsidiary other than a Subsidiary of the Subsidiary to be so designated;

(3)either:

(A)the Subsidiary to be so designated has total Consolidated assets of £1,000 or less or

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(B)if such Subsidiary has Consolidated assets greater than £1,000, then the Issuer would be permitted to make an Investment under Section 4.07 after giving effect to such designation in the amount specified in the definition of “Investment”;

(4)all of the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt;

(5)such Subsidiary is a Person with respect to which neither CCFC, the Issuer nor any other Restricted Subsidiary has any direct or indirect obligation:

(A)to subscribe for additional Capital Stock of such Person; or

(B)to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(6)on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with CCFC, the Issuer or any other Restricted Subsidiary with terms substantially less favorable to the Issuer than those that might have been obtained from Persons who are not Affiliates of the Issuer other than transactions that comply with Section 4.11.

In the event of any such designation, CCFC shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.07.

(b)The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if such Unrestricted Subsidiary’s primary business is a Permitted Business and immediately after giving effect to such designation:

(1)no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such designation,

(2)CCFC could Incur £1.00 of additional Indebtedness under paragraph (a) of Section 4.09, and

(3)all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such designation would, if incurred at that time, have been permitted to be Incurred for all purposes of this Indenture.

(c)Any such designation of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

Section 4.18Designation of Broadcast Business Companies as Unrestricted Subsidiaries.

(a)Notwithstanding anything herein to the contrary, any Broadcast Business Company may be designated as an Unrestricted Subsidiary if:

(1)no Default or Event of Default shall occur or be caused to occur as a result of such designation;

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(2)after such designation, such Broadcast Business Company and any of its Subsidiaries do not beneficially own any Capital Stock or Indebtedness of, or own or hold any Lien (other than a Lien arising in connection with a Broadcast Separation Transaction) on any Property of, CCFC, the Issuer or any other Restricted Subsidiary other than a Subsidiary of the Broadcast Business Company to be so designated;

(3)all of the Indebtedness of such Broadcast Business Company and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt;

(4)such Broadcast Business Company is a Person with respect to which neither CCFC, the Issuer nor any other Restricted Subsidiary has any direct or indirect obligation:

(A)to subscribe for additional Capital Stock of such Person; or

(B)to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

other than an obligation arising in connection with a Broadcast Separation Transaction of the type described in clause (c) of the definition thereof;

(5)on the date such Broadcast Business Company is designated an Unrestricted Subsidiary, such Broadcast Business Company is not a party to any agreement, contract, arrangement or understanding with CCFC, the Issuer or any other Restricted Subsidiary with terms substantially less favorable to CCFC, the Issuer or any other Restricted Subsidiary than those that might have been obtained from Persons who are not Affiliates of CCFC other than (A) Broadcast Separation Transactions or (B) transactions that comply with Section 4.11;

(6)to the extent the aggregate outstanding Broadcast Business Investments exceed £15 million on the date such Broadcast Business Company is designated as an Unrestricted Subsidiary, concurrently with such designation either (A) CCFC must be able to make a Restricted Payment, and must make a Restricted Payment or (B) such Broadcast Business Company must make a payment to CCFC, in the case of either (A) or (B), in the amount of such outstanding Broadcast Business Investments less the sum of (x) £15 million and (y) the amount of any payment previously made pursuant to this clause (6) in respect of such Broadcast Business Investments; and

(7)to the extent Indebtedness has been Incurred under paragraph (a) of Section 4.09 after the Closing Date and prior to the designation of such Broadcast Business Company as an Unrestricted Subsidiary, then either (A) the entity Incurring such Indebtedness must be able to incur £1.00 of additional Indebtedness pursuant to paragraph (a) of Section 4.09 after giving effect to the designation of such Broadcast Business Company as an Unrestricted Subsidiary or (B) the entity that Incurred such Indebtedness must have been able to Incur such Indebtedness on the date of Incurrence after giving pro forma effect to the designation of such Broadcast Business Company as an Unrestricted Subsidiary as if such designation had occurred immediately before such Incurrence or, in either case, such Broadcast Business Company must assume as Non-Recourse Debt an amount such that either clause (A) or (B) would be satisfied if such amount of Non-Recourse Debt had not been Incurred.

(b)In the event of any such designation, CCFC shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.07, other than as provided in clause (9) of

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paragraph (b) of Section 4.07 with respect to the designation of the Broadcast Business Companies as an Unrestricted Subsidiary.

Section 4.19Guarantees of Indebtedness by Restricted Subsidiaries.

(a)CCFC, the Issuer and Parent will not permit any Restricted Subsidiary (other than the Issuer and the Intermediate Guarantors) to provide a Guarantee after the Closing Date of any Indebtedness of CCFC or any Restricted Subsidiary unless:

(1)such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by it of payments of the Notes, provided, however, that

(A)if the Indebtedness is pari passu in right of payment to the Notes, any such Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its Guarantee of the Notes; and

(B)if the Indebtedness is subordinated in right of payment to the Notes, any such Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to the Guarantee of the Notes substantially to the same extent as such Indebtedness is subordinated in right of payment to the Notes;

(2)such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and

(3)such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

(A)such Guarantee has been duly executed and authorized; and

(B)such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by insolvency, bankruptcy, liquidation, reorganization, administration, moratorium, receivership or similar laws (including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

(b)The provisions of Section 4.19(a) shall not apply to:

(1)Guarantees by a Restricted Subsidiary of any Indebtedness (other than Public Debt issued by the Issuer or any Intermediate Guarantor) permitted to be Incurred pursuant to paragraph (a) of Section 4.09;

(2)Guarantees by a Restricted Subsidiary pursuant to an agreement governing any Bank Indebtedness permitted to be Incurred pursuant to clause (b)(1) or (b)(12) of Section 4.09; provided, however, that the principal amount of Bank Indebtedness Incurred pursuant to clause (b)(12) and so Guaranteed shall not exceed £1,250,000,000, less the amount of Target Group Indebtedness refinanced as Bank Indebtedness under clause (b)(1);

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(3)Guarantees by a Restricted Subsidiary under any Refinancing Indebtedness described in clause (4) of paragraph (b) of Section 4.09, to the extent such Restricted Subsidiary provided a Guarantee in respect of the Indebtedness being refinanced; provided that the Guarantee is not senior in right of payment to the Guarantee in respect of the Indebtedness being replaced;

(4)Guarantees by a Restricted Subsidiary of any Indebtedness described in clause (5) or (12) of paragraph (b) of Section 4.09, to the extent existing under, or required under the terms of, such Indebtedness or permitted in clause (b)(1) of this Section 4.19; provided that the Guarantee or any requirement to provide such Guarantee was in existence prior to the contemplation of the merger, consolidation or acquisition that resulted in the Incurrence of such Indebtedness (except as provided in clause (b)(1) of this Section 4.19);

(5)any Guarantee or undertaking by any Restricted Subsidiary in favor of UK Inland Revenue in connection with the UK tax liability of NTL (UK) Group, Inc.; and

(6)Guarantees by a Restricted Subsidiary permitted under clause (11) of paragraph (b) of Section 4.09.

Section 4.20Anti-Layering

The Senior Subordinated Subsidiary Guarantor may not Incur any Indebtedness if such Indebtedness is by its terms expressly subordinate or junior in ranking in any respect to any Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor (other than Bank Indebtedness Incurred pursuant to clause (1) of paragraph (b) of Section 4.09) unless such Indebtedness is Senior Subordinated Indebtedness of the Senior Subordinated Subsidiary Guarantor or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of the Senior Subordinated Subsidiary Guarantor. In addition, the Senior Subordinated Subsidiary Guarantor may not Incur any Secured Indebtedness that is not Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor (except to the extent such Indebtedness is secured only by a Lien arising solely by operation of applicable law) unless contemporaneously therewith effective provision is made to secure the Senior Subordinated Subsidiary Guarantee of the Senior Subordinated Subsidiary Guarantor equally and ratably with (or on a senior basis to, in the case of Indebtedness subordinated in right of payment to the Senior Subordinated Subsidiary Guarantee) such Secured Indebtedness for as long as such Secured Indebtedness is secured by a Lien.

Section 4.21Further Instruments and Acts

Upon the request of the Trustee, the Issuer and each Note Guarantor will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture and the Intercreditor Deed.

Section 4.22Listing

The Issuer will use its commercially reasonable efforts to list and maintain the listing of the Notes on the Luxembourg Stock Exchange or another recognized exchange.

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ARTICLE 5

SUCCESSORS

Section 5.01Merger, Consolidation, or Sale of Assets.

(a)The Issuer will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

(1)the Issuer is the surviving corporation or the resulting, surviving or transferee Person other than the Issuer (the “Successor Company”) will be a corporation organized and existing under the laws of any country that is a Member State on the Closing Date, Bermuda, the United States of America, any State thereof or the District of Columbia and the Successor Company will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all the obligations of the Issuer under the Notes, this Indenture and the Registration Rights Agreement;

(2)immediately after giving effect to such transaction (and treating any Indebtedness not previously an obligation of the Issuer which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;

(3)immediately after giving effect to such transaction, the Issuer, if it is the surviving corporation, or the Successor Company, would be able to Incur an additional £1.00 of Indebtedness under paragraph (a) of Section 4.09; provided, however, that this clause (3) shall not apply in the case of a Merger Event; and

(4)the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the provisions described in this paragraph; provided, that in giving such opinion, such counsel may rely on an Officer’s Certificate as to compliance with clauses (2) and (3) above and as to any matters of fact.

The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, but the predecessor Issuer in the case of a conveyance, transfer or lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the Notes.

Clauses (2) and (3) of this section 5.01(a) will not apply to any transaction in which (A) any Restricted Subsidiary consolidates with, merges into or transfers all or part of its properties and assets to the Issuer or (B) the Issuer consolidates or merges with or into or transfers all or substantially all its assets to (i) an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction or changing its legal structure to a corporation or other entity or (ii) a Restricted Subsidiary so long as all assets of the Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof.

(b)Parent and each Intermediate Guarantor will not, and each Intermediate Guarantor and the Issuer will not permit any Subsidiary Guarantor to, consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to any Person unless:

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(1)the resulting, surviving or transferee Person if other than Parent, such Intermediate Guarantor or such Subsidiary Guarantor (the “Successor Guarantor”) will be a corporation organized and existing under the laws of a country that is a Member State on the Closing Date, Bermuda, the United States of America, any State thereof or the District of Columbia, and such Person (if not such Note Guarantor) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations of such Note Guarantor under its Note Guarantee;

(2)immediately after giving effect to such transaction (and treating any Indebtedness not previously an obligation of Parent, such Intermediate Guarantor or such Subsidiary Guarantor which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and

(3)the Issuer will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; provided that in giving such opinion, such counsel may rely on an Officer’s Certificate as to compliance with clause (2) above and as to any matters of fact.

Notwithstanding the foregoing, CCFC or any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to any Intermediate Guarantor, the Issuer or any Subsidiary Guarantor; provided, however, that neither CCFC nor any Restricted Subsidiary shall be permitted to consolidate with, merge into or transfer all or part of its properties and assets to any Intermediate Guarantor or any Subsidiary Guarantor if following such consolidation, merger or transfer such Intermediate Guarantor or such Subsidiary Guarantor would be prohibited by applicable law from continuing to provide a Note Guarantee or the amount of such Note Guarantee would be required to be limited to a greater extent than immediately prior to such consolidation, merger or transfer.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01Events of Default.

(a)Each of the following is an Event of Default:

(1)a default in any payment of interest (including Special Interest) on, or Additional Amounts with respect to, any Note when due and payable continued for 30 days,

(2)a default in the payment of principal of or premium, if any, on any Note when due and payable at its Stated Maturity, upon required redemption or repurchase, upon declaration or otherwise,

(3)the failure to comply with obligations under Article 5,

(4)the failure to comply for 30 days after notice with any obligations under Section 3.09, Section 4.10 or Section 4.15 (in each case, other than a failure to purchase Notes),

(5)the failure to comply for 60 days after notice with any other agreement contained in the Notes or this Indenture,

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(6)the failure by CCFC, the Issuer or any other Restricted Subsidiary or any other NTL Holding Company to pay any Indebtedness within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default if the total amount of such Indebtedness unpaid or accelerated exceeds £40 million or its equivalent in another currency, except that no default or Event of Default under this clause (6) shall occur with respect to any default under the Existing Credit Facility so long as either such default is cured or waived or the Indebtedness under the Existing Credit Facility is repaid in full, in either case within three Business Days following the Closing Date,

(7)(a) a proceeding is commenced seeking a decree or order for (i) relief in respect of the Issuer, any Note Guarantor or a Significant Subsidiary in an involuntary case under any applicable Bankruptcy Law, (ii) appointment of a receiver, liquidator, assignee, custodian, trustee, examiner, administrator, sequestration or similar official of the Issuer, any Note Guarantor or a Significant Subsidiary or for all or substantially all of the property and assets of the Issuer, any Note Guarantor or a Significant Subsidiary or (iii) the winding up or liquidation of the affairs of the Issuer, any Note Guarantor or a Significant Subsidiary (other than a solvent winding up in connection with a transfer of assets among CCFC and its Restricted Subsidiaries) and, in each case, such proceeding shall remain unstayed and in effect for a period of 30 consecutive days; or (b) the Issuer, any Note Guarantor or a Significant Subsidiary (i) commences a voluntary case (including taking any action for the purpose of winding up) under any applicable Bankruptcy Law, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, examiner, administrator, sequestration or similar official of the Issuer, any Note Guarantor or a Significant Subsidiary or for all or substantially all of the property and assets of the Issuer, any Note Guarantor or a Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors,

(8)the rendering of any judgment or decree for the payment of money in excess of £40 million or its equivalent in another currency against CCFC, the Issuer or any other Restricted Subsidiary if such judgment or decree remains outstanding for a period of 60 days following such judgment or decree and is not discharged, waived or stayed before the end of such period, or

(9)any Note Guarantee ceases to be in full force and effect (except as contemplated by the terms thereof) or any Note Guarantor or Person acting by or on behalf of such Note Guarantor denies or disaffirms in writing such Note Guarantor’s obligations under this Indenture or any Note Guarantee (other than by reason of the termination of this Indenture or such Note Guarantee or the release of such Note Guarantee in accordance with such Note Guarantee or this Indenture).

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

(b)A default under clause (4) or (5) of Section 6.01(a) will not constitute an Event of Default until the Trustee notifies the Issuer or the Holders of at least 25% in aggregate principal amount of the outstanding Notes notify the Issuer and the Trustee of the default and CCFC, the Issuer or the Restricted Subsidiary, as applicable, does not cure such default within the time specified in clause (4) or (5) after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a notice of Default. When a Default or an Event of Default is cured within the time specified, it ceases.

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(c)The Issuer will deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which is, or with the giving of notice or lapse of time or both would become, an Event of Default, its status and what action the Issuer is taking or proposes to take in respect thereof.

Section 6.02Acceleration.

Subject to the terms of the Intercreditor Deed, if an Event of Default (other than an Event of Default under the bankruptcy provisions described in clause (7) of Section 6.01(a) with respect to the Issuer, any Intermediate Guarantor or any Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes by notice to the Issuer may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default under the bankruptcy provisions described in clause (7) of Section 6.01(a) with respect to the Issuer, any Intermediate Guarantor or any Subsidiary Guarantor occurs, the unpaid principal of and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, Special Interest or premium that has become due solely because of the acceleration) have been cured or waived.

Section 6.03Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal, premium and Special Interest, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy. All remedies are cumulative to the extent permitted by law.

Section 6.04Waiver of Past Defaults.

Subject to Section 6.07 and Section 9.02 hereof, the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes rescind an acceleration or waive any existing Default or Event of Default and its consequences hereunder except a continuing Default or Event of Default in the payment of interest or the premium and Special Interest on, or the principal of the Notes (including in connection with an offer to purchase).  Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05Control by Majority.

Subject to the terms of the Intercreditor Deed, Holders of a majority in principal amount of the then-outstanding Notes may direct the time, method and place of conducting any proceeding for

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exercising any remedy available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or this Indenture or the Intercreditor Deed or that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability or expense; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with any such direction.  Prior to taking any action under this Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Section 6.06Limitation on Suits.

(a)Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue a remedy with respect to this Indenture or the Notes unless:

(1)such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2)Holders of at least 25% in aggregate principal amount of the outstanding Notes have requested the Trustee in writing to pursue the remedy;

(3)such Holders have provided the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;

(4)the Trustee has not complied with such request within 60 days after the receipt of the request and the security or indemnity reasonably satisfactory to the Trustee; and

(5)the Holders of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

(b)A Holder may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder.

Section 6.07Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal, premium and Special Interest, if any, and interest on the Note held by such Holder, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a)(1) or (2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer or any other obligor on the Notes for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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Section 6.09Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer, any other obligor upon the Notes, their creditors or their property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money, subject to the terms of the Intercreditor Deed, in the following order:

First:to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:to Holders for amounts due and unpaid on the Notes for principal, premium and Special Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Special Interest, if any and interest, respectively; and

Third:to the Issuer or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

Section 6.11Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

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Section 6.12Stay, Extension and Usury Laws.

The Issuer shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

ARTICLE 7

TRUSTEE

Section 7.01Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)Except during the continuance of an Event of Default:

(1)the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, with respect to certificates or opinions specifically required to be furnished to it hereunder, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1)this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(2)the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(3)the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof; and

(4)no provision of this Indenture will require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that

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repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

(e)The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture or the Intercreditor Deed at the request of any Holders, unless such Holders have provided to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f)            The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02Rights of Trustee.

(a)The Trustee may conclusively rely upon any document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document.

(b)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both.  The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.  The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.

(d)The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of the Issuer.

(f)The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Intercreditor Deed at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, direction, order, approval, bond, debenture, note, other evidence of indebtedness or other paper or document but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation.

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(h)The Trustee will have no duty to inquire as to the Issuer’s performance of the covenants in Article 4 hereof.  In addition, the Trustee will not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Responsible Officer of the Trustee has received written notification identifying the Notes or Indenture or obtained actual knowledge.

(i)Neither the Trustee nor any clearing system through which the Notes are traded shall have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance, with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this indenture or under applicable law or regulation with respect of any transfer, exchange, redemption, purchase or repurchase, as applicable, of interest in any Note.

(j)The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.

(k)In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than a majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, will be taken.

(l)The permissive right of the Trustee to take the actions permitted by this Indenture or the Intercreditor Deed will not be construed as an obligation or duty to do so.

(m)Delivery of reports, information and documents to the Trustee under Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates or Opinions of Counsel, as applicable).

(n)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(o)The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

Section 7.03Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign.  Any Paying Agent or Registrar may do the same with like rights and duties.  The Trustee is also subject to Sections 7.10 and 7.11 hereof.

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Section 7.04Trustee’s Disclaimer.

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Notes or any Note Guarantee and it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders a notice of the Default or Event of Default within the earlier of 90 days after it occurs or 30 days after it is known to a Responsible Officer or written notice of it is received by the Trustee.  Except in the case of a Default or Event of Default in payment of principal of, premium or Special Interest, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders.

Section 7.06Reports by Trustee to Holders.

(a)Within 60 days after each February 15 beginning with the February 15 following the Closing Date, and for so long as Notes remain outstanding, the Trustee will mail to the Holders a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also will comply with TIA § 313(b)(2).  The Trustee will also transmit by mail all reports as required by TIA § 313(c).

(b)A copy of each report at the time of its mailing to the Holders will be mailed by the Trustee to the Issuer and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d).  The Issuer will promptly notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom.

Section 7.07Compensation and Indemnity.

(a)The Issuer and each Note Guarantor, jointly and severally, will pay to the Trustee from time to time such compensation for its acceptance of this Indenture and the Intercreditor Deed and services hereunder and thereunder as the Issuer and the Trustee shall from time to time agree in writing.  The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust.  The Issuer and each Note Guarantor, jointly and severally, will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it, including costs of collection, in addition to the compensation for its services.  Such expenses will include the reasonable compensation, disbursements, expenses and advances of the Trustee’s agents, counsel, accountants and experts.

(b)The Issuer and each Note Guarantor, jointly and severally, will indemnify the Trustee, and hold it harmless, against any and all losses, claims, damages, liabilities or expenses (including reasonable attorney’s fees) incurred by it arising out of or in connection with the acceptance or administration of this trust and its duties under this Indenture or under the Intercreditor Deed, including the costs and expenses of enforcing this Indenture against the Issuer (including this Section 7.07) and

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defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder or under the Intercreditor Deed.  The Trustee will notify the Issuer promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the Issuer will not relieve the Issuer of its obligations hereunder.  At the Trustee’s sole discretion, the Issuer will defend the claim and the Trustee will provide reasonable cooperation and may participate at the Issuer’s expense in the defense.  Alternatively, the Trustee may at its option have separate counsel of its own choosing and the Issuer will pay the reasonable fees and expenses of such counsel; provided that the Issuer will not be required to pay such fees and expenses if it assumes the Trustee’s defense, there is, in the reasonable opinion of the Trustee, no conflict of interest between the Issuer and the Trustee in connection with such defense and no Default or Event of Default has occurred and is continuing.  The Issuer need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld.  The Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct.

(c)The obligations of the Issuer under this Section 7.07 and any Lien arising hereunder will survive the resignation or removal of the Trustee, the discharge of the Issuer’s obligations pursuant to Article 10 or the termination of this Indenture.

(d)To secure the Issuer’s payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes.  Such Lien will survive the satisfaction and discharge of this Indenture.

(e)When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(f)The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Section 7.08Replacement of Trustee.

(a)A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b)The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer.  The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing.  The Issuer may remove the Trustee if:

(1)the Trustee fails to comply with Section 7.10 hereof;

(2)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3)a custodian or public officer takes charge of the Trustee or its property; or

(4)the Trustee becomes incapable of acting.

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(c)If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer will promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

(d)If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee.

(e)If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f)A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer.  Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee will mail a notice of its succession to Holders.  The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.  Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

Section 7.09Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee.

Section 7.10Eligibility; Disqualification.

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by U.S. federal or state authorities and that has a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition.

This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5).  The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

Section 7.11Preferential Collection of Claims Against Issuer.

The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

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ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuer may, at the option of its Board of Directors evidenced by a resolution set forth in an Officer’s Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02Legal Defeasance and Discharge.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that the Issuer will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Notes, and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(a)the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Special Interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(b)the Issuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c)the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and

(d)this Article 8.

Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03Covenant Defeasance.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of its obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22 and Section 5.01(a)(3) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and will have no liability in respect of any

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term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes will be unaffected thereby.  In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(4),(6), (7) (as it relates to Significant Subsidiaries and Note Guarantors) and (8) hereof will not constitute Events of Default.

Section 8.04Conditions to Legal Defeasance or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(a)The Issuer must irrevocably deposit in trust (subject to Section 8.05 hereof) with the Trustee cash in pounds sterling or UK Government Obligations or a combination thereof (in the case of the Sterling Notes) or cash in U.S. dollars or U.S. Government Obligations or a combination thereof (in the case of the Dollar Notes or the Floating Rate Notes) or cash in euros or European Government Obligations or a combination thereof (in the case of the Euro Notes), the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the opinion of an Independent Financial Advisor, to pay the principal of, premium and Special Interest, if any, and interest on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(b)in the case of an election under Section 8.02 hereof, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:

(1)the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or

(2)since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal or UK income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal and UK income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c)in the case of an election under Section 8.03 hereof, the Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal or UK income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal and UK income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

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(e)such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is bound and is not prohibited by Article 12 hereof or the Intercreditor Deed;

(f)the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of Notes being defeased over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;

(g)the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and

(h)the Issuer provides the Trustee all other documents or other information that the Trustee may reasonably require in connection with the defeasance.

Section 8.05Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and UK Government Obligations, U.S. Government Obligations or European Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Special Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.  Money and securities so held in trust are not subject to Article 12 hereof or the Intercreditor Deed and the Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Deed.

The Issuer will pay and indemnify the Trustee against any Taxes imposed or levied on or assessed against the cash or UK Government Obligations, U.S. Government Obligations or European Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such Taxes which by law is for the account of the Holders of the outstanding Notes.

The obligations of the Issuer under this Section 8.05 shall survive the resignation or renewal of the Trustee and/or satisfaction and discharge of this Indenture.

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any money or UK Government Obligations, U.S. Government Obligations or European Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of an Independent Financial Advisor, expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

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Section 8.06Repayment to Issuer.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium or Special Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium or Special Interest, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in the New York Times and The Financial Times, notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

Section 8.07Reinstatement.

If the Trustee or Paying Agent is unable to apply any pounds sterling, U.S. dollars, euros, UK Government Obligations, U.S. Government Obligations or European Government Obligations in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Issuer makes any payment of principal of, premium or Special Interest, if any, or interest on any Note following the reinstatement of its obligations, the Issuer will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01Without Consent of Holders.

(a)Notwithstanding Section 9.02 of this Indenture, but subject to the terms of the Intercreditor Deed, the Parent, the Intermediate Guarantors, the Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees without the consent of any Holder to:

(1)cure any ambiguity, omission, defect or inconsistency; provided that such amendment does not, in the opinion of the Trustee, adversely affect the rights of any Holder in any material respect,

(2)provide for the assumption by a successor corporation in accordance with this Indenture of the obligations of the Issuer under this Indenture,

(3)provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code),

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(4)make any change in the subordination provisions of this Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Issuer or the Senior Subordinated Subsidiary Guarantor (or any Representative thereof) under such subordination provisions,

(5)add additional Guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided by the terms of this Indenture,

(6)add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power conferred upon the Issuer, any Restricted Subsidiary or any of their Subsidiaries,

(7)make any change that does not materially adversely affect the rights of any Holder in any respect, subject to the provisions of this Indenture,

(8)provide for the issuance of Additional Notes,

(9)provide for the issuance of Exchange Notes,

(10)mortgage, pledge, hypothecate or grant a security interest in any Property for the benefit of any Person; provided, however, that the granting of such security interest is not prohibited by this Indenture and Section 4.12 is complied with,

(11)comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA, and

(12)provide for a reduction in the minimum denominations of the Notes.

(b)An amendment under this Section 9.01 may not make any change to the subordination provisions of this Indenture that materially and adversely affects the rights under Article 12 hereof or under the Intercreditor Deed of any holder of Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change.

(c)After an amendment becomes effective, the Issuer is required to mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, will not impair or affect the validity of the amendment. In addition, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Issuer will inform such exchange of any amendment, supplement or waiver and will publish notice of such amendment, supplement or waiver in Luxembourg in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort).

(d)Upon the request of the Issuer, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

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Section 9.02With Consent of Holders.

Except as provided below in this Section 9.02, the Parent, the Intermediate Guarantors, the Issuer, the Senior Subordinated Subsidiary Guarantor and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes) and, subject to this Indenture and the Notes, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Special Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes); provided, however, that if any amendment, waiver or other modification would only affect the Sterling Notes, the Dollar Notes, the Euro Notes or the Floating Rate Notes, only the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes of the affected series (and not the consent of the Holders of any other series of Notes) shall be required.  Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.

An amendment under Section 9.02 may not make any change that adversely affects the rights under Article 12 hereof or under the Intercreditor Deed of any holder of Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change.

Upon the request of the Issuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.  Subject to Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes.  However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(a)reduce the principal amount of Notes whose Holders must consent to an amendment or waiver,

(b)reduce the rate of or extend the time for payment of interest on any Note,

(c)reduce the principal of or extend the Stated Maturity of any Note,

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(d)reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed pursuant to Section 3.07 hereof,

(e)make any Note payable in money other than that stated in the Note,

(f)make any change to the subordination provisions of this Indenture that materially and adversely affects the rights of any Holder,

(g)impair the right of any Holder to receive payment of principal of, and interest on, such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,

(h)make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions described in this sentence,

(i)modify the Subsidiary Guarantee in any manner materially adverse to the Holders, or

(j)release any security interest that may have been granted in favor of the Holders.

Section 9.03Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes will be set forth in a amended or supplemental Indenture that complies with the TIA as then in effect.

Section 9.04Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective.  An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.  The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06Trustee to Sign Amendments, etc.

The Trustee will sign any amended or supplemental Indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  In executing any amended or supplemental indenture, the Trustee will be provided with and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel

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stating that the execution of such amended or supplemental Indenture is authorized or permitted by this Indenture.

ARTICLE 10
SATISFACTION AND DISCHARGE

Section 10.01Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

(a)either:

(1)all the Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer in accordance with this Indenture) have been delivered to the Trustee for cancellation; or

(2)all the Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in pounds sterling or UK Government Obligations in the case of the Sterling Notes, or cash in U.S. dollars or U.S. Government Obligations in the case of the Dollar Notes and the Floating Rate Notes, or cash in euros or European Government Obligations in the case of the Euro Notes in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the applicable Notes not delivered to the Trustee for cancellation for principal, premium and Additional Amounts, if any, and accrued interest or Special Interest, if any, to the date of maturity or redemption;

(b)no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer is a party or by which the Issuer is bound;

(c)the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and

(d)the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section, the provisions of Section 10.02 and Section 8.06 will survive.  In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

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Section 10.02Application of Trust Money.

Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 10.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest or Special Interest, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or securities in accordance with Section 10.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 10.01; provided that if the Issuer has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 11
GUARANTEES

Section 11.01Guarantees.

(a)Each Note Guarantor hereby jointly and severally irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, or interest, premium or Special Interest, if any, on, the Notes and all other monetary obligations of the Issuer under this Indenture and the Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).  Each Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Note Guarantor, and that each such Note Guarantor shall remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation.  The Senior Subordinated Subsidiary Guarantee will be substantially in the form of Exhibit C hereto.  The other Note Guarantees will be substantially in the form of Exhibit D hereto.

(b)Each Note Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment.  Each Note Guarantor waives notice of any default under the Notes or the Guaranteed Obligations.  The obligations of each Note Guarantor hereunder shall not be affected by (1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Note Guarantor, except as provided in Section 11.02(b) and (c).

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(c)Each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor’s obligations would be less than the full amount claimed.  Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder.  Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Note Guarantor.

(d)Each Note Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.

(e)The Senior Subordinated Subsidiary Guarantee of the Senior Subordinated Subsidiary Guarantor is, to the extent and in the manner set forth in Article 12 and the Intercreditor Deed, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor and is made subject to such provisions of this Indenture.

(f)Except as expressly set forth in Sections 8.02, 11.02 and 11.06, Article 12 and the Intercreditor Deed, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Note Guarantor or would otherwise operate as a discharge of any Note Guarantor as a matter of law or equity.

(g)Except as expressly set forth in Sections 8.02, 11.02 and 11.06, Article 12 and the Intercreditor Deed, each Note Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations.  Each Note Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.

(h)In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor, subject in the case of the Senior Subordinated Subsidiary Guarantor to the terms of Article 12 and the Intercreditor Deed, hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid principal amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary obligations of the Issuer to the Holders and the Trustee.

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(i)Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12 and the Intercreditor Deed.  Each Note Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of Section 11.01.

(j)Each Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under Section 11.01.

(k)Upon request of the Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Section 11.02Limitation on Liability.

(a)Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Note Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Note Guarantor without rendering the Guarantee, as it relates to such Note Guarantor, voidable under applicable law relating to ultra vires, fraudulent conveyance, fraudulent transfer, corporate benefit or similar laws affecting the rights of creditors generally.

(b)The Senior Subordinated Subsidiary Guarantee of the Senior Subordinated Subsidiary Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under Article 11,

(1)concurrently with any sale by way of enforcement by the relevant Security Trustee (as defined in the Intercreditor Deed) of a security interest therein of (x) all of the Capital Stock of the Senior Subordinated Subsidiary Guarantor or any parent company of the Senior Subordinated Subsidiary Guarantor or (y) all or substantially all of the assets of the Senior Subordinated Subsidiary Guarantor, in each case so long as:

(A)the proceeds of such sale are in cash (or substantially in all cash) and are applied in accordance with the Intercreditor Deed;

(B)the Senior Subordinated Subsidiary Guarantor is released from its obligations in respect of any other Indebtedness of CCFC, the Issuer or any other Restricted Subsidiary; provided, however, that nothing in this clause (B) or the Intercreditor Deed shall require the release by the Senior Subordinated Subsidiary Guarantor or any of its Subsidiaries of any of their obligations in respect of the New Credit Facility; and

(C)the sale is made pursuant to either a public auction or a competitive bid process to obtain the best price reasonably obtainable given the then-current condition

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(financial or otherwise), earnings, business, assets and prospects of the Senior Subordinated Subsidiary Guarantor and its Subsidiaries, the Security Trustee having consulted with an internationally recognized investment bank (including without limitation and to the extent appropriate a lender under the New Credit Facility or a relationship bank of the Issuer or its Subsidiaries) or an internationally recognized accounting firm regarding the appropriate procedures for obtaining the best price for the shares or assets, considered the recommendations of that investment bank or accounting firm and used its reasonable efforts to cause the procedures recommended by that investment bank or accounting firm to be implemented in all material respects in relation to the sale and to permit Holders to participate in the sale process as bidders; provided, however, that the Security Trustee shall not be under any further obligation to cause such recommendation to be implemented to the extent not implemented in connection with such sale by the relevant court, authority or other third party required to act in connection with such sale; provided, further, however, that such reasonable efforts will, to the extent permitted by applicable law, include attempting to conduct such sale process other than through a court or legal proceeding.

(2)concurrently with any sale by an administrator under the UK Insolvency Act 1986 of (x) all of the Capital Stock of the Senior Subordinated Subsidiary Guarantor or any parent company of the Senior Subordinated Subsidiary Guarantor or (y) all or substantially all of the assets of the Senior Subordinated Subsidiary Guarantor, in each case so long as:

(A)the administrator is an insolvency practitioner whose appointment the Trustee has not objected to (acting reasonably) under the provisions of the UK Insolvency Act 1986 relating to the selection of a person or persons to be an administrator;

(B)the proceeds of such sale are in cash (or substantially in all cash) and are applied in accordance with the Intercreditor Deed;

(C)the Senior Subordinated Subsidiary Guarantor is released from its obligations in respect of any other Indebtedness of CCFC, the Issuer or any other Restricted Subsidiary; provided, however, that nothing in this clause (C) or the Intercreditor Deed shall require the release by the Senior Subordinated Subsidiary Guarantor or any of its Subsidiaries of any of their obligations in respect of the New Credit Facility; and

(D)the sale is made pursuant to either a public auction or a competitive bid process to obtain the best price reasonably obtainable given the then-current condition (financial or otherwise), earnings, business, assets and prospects of the Senior Subordinated Subsidiary Guarantor and its Subsidiaries, the administrator having consulted with an internationally recognized investment bank (including without limitation and to the extent appropriate a lender under the New Credit Facility or a relationship bank of the Issuer or its Subsidiaries) or an internationally recognized accounting firm regarding the appropriate procedures for obtaining the best price for the shares or assets, considered the recommendations of that investment bank or accounting firm and used its reasonable efforts to cause the procedures recommended by that investment bank or accounting firm to be implemented in all material respects in relation to the sale and to permit Holders to participate in the sale process as bidders.

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(3)upon Legal Defeasance or Covenant Defeasance of the Issuer’s obligations or satisfaction and discharge of this Indenture as provided in Article 8 and Article 10; or

(4)upon designation of the Senior Subordinated Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, including Section 4.17.

Upon the presentation of an Officer’s Certificate with respect to the occurrence of an event specified in the preceding paragraph, the Trustee will execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the Senior Subordinated Subsidiary Guarantee.

(c)Any Additional Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Additional Subsidiary Guarantee, and such Additional Subsidiary Guarantee shall thereupon terminate and be discharged and be of no further force or effect, upon the occurrence of any of the events described in clauses (1) through (4) of paragraph (b), substituting such Additional Subsidiary Guarantor for the Senior Subordinated Subsidiary Guarantor where applicable. In addition, any Additional Subsidiary Guarantee shall thereupon terminate and be discharged and be of no further force or effect at any time the relevant Additional Subsidiary Guarantor is fully and unconditionally released (other than as a result of payment thereof) from all the obligations that resulted in such Additional Subsidiary Guarantor being required to provide an Additional Subsidiary Guarantee under Section 4.19.

Section 11.03Successors and Assigns.

This Article 11 shall be binding upon each Note Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

Section 11.04No Waiver.

Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article 11 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.  The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 11 at law, in equity, by statute or otherwise.

Section 11.05Modification.

No modification, amendment or waiver of any provision of this Article 11, nor the consent to any departure by any Note Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  No notice to or demand on any Note Guarantor in any case shall entitle such Note Guarantor to any other or further notice or demand in the same, similar or other circumstances.

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Section 11.06Execution of Supplemental Indenture for Future Guarantors.

(a)Each Subsidiary which is required to become a Subsidiary Guarantor pursuant to Section 4.19,

(b)each future Subsidiary of CCFC of which the Issuer is a Subsidiary that becomes an Intermediate Guarantor as contemplated in the definition thereof, and

(c)each NTL Holding Company that is not a Subsidiary of Parent that guarantees the Notes on a senior basis as contemplated in the last paragraph of the definition of “Change of Control,”

shall promptly execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary or NTL Holding Company shall become a Note Guarantor under this Article 11 and shall guarantee the Guaranteed Obligations.  Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or NTL Holding Company and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Note Guarantor is a legal, valid and binding obligation of such Note Guarantor, enforceable against such Note Guarantor in accordance with its terms and or to such other matters as the Trustee may reasonably request.

Section 11.07Non-Impairment

The failure to endorse a Note Guarantee on any Note shall not affect or impair the validity thereof.

ARTICLE 12
SUBORDINATION OF THE SENIOR SUBORDINATED SUBSIDIARY GUARANTEE

Section 12.01Agreement To Subordinate.

The Senior Subordinated Subsidiary Guarantor agrees, and each Holder by accepting a Note agrees, that the obligations of the Senior Subordinated Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in the Intercreditor Deed and to the prior payment in full of all Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor.  Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Deed.  A copy of such Intercreditor Deed shall be available on any Business Day upon prior written request at the offices of the Trustee and, for so long as any Notes are listed on the Luxembourg Stock Exchange, at the offices of the Paying Agent in Luxembourg.  The obligations hereunder with respect to the Senior Subordinated Subsidiary Guarantor shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Senior Subordinated Subsidiary Guarantor and shall rank senior to all existing and future Subordinated Obligations of the Senior Subordinated Subsidiary Guarantor; and only Indebtedness of the Senior Subordinated Subsidiary Guarantor that is Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor shall rank senior to the obligations of the Senior Subordinated Subsidiary Guarantor in accordance with the provisions set forth herein.

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Section 12.02Rights of Trustee and Paying Agent.

Subject to the terms of the Intercreditor Deed, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice in writing satisfactory to it that payments may not be made under this Article 12 or the Intercreditor Deed.

The Trustee in its individual or any other capacity may hold Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor with the same rights it would have if it were not Trustee.  The Registrar and co-registrar and any Paying Agent may do the same with like rights.  The Trustee shall be entitled to all the rights set forth in this Article 12 and the Intercreditor Deed with respect to any Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder.  Nothing in this Article 12 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 or any other Section of this Indenture.

Section 12.03Trustee Entitled To Rely.

Upon any payment or distribution pursuant to this Article 12 or the Intercreditor Deed, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any bankruptcy, reorganization, insolvency, receivership or similar proceedings relating to the Senior Subordinated Subsidiary Guarantor and its properties is pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives for the holders of Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor and other Indebtedness of the Senior Subordinated Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12 or the Intercreditor Deed.  In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12 or the Intercreditor Deed, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12 or the Intercreditor Deed, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.  The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12 or the Intercreditor Deed.

Section 12.04Trustee To Effectuate Subordination.

Each Holder by accepting a Note authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor, including by entering into, and as provided for in, the Intercreditor Deed and appoints the Trustee as attorney-in-fact for any and all such purposes.

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Section 12.05Reliance by Holders of Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor on Subordination Provisions.

Each Holder by accepting a Note acknowledges and agrees that the foregoing provisions and the provisions of the Intercreditor Deed are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

ARTICLE 13
MISCELLANEOUS

Section 13.01Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the duties imposed by the TIA will control.

Section 13.02Notices.

Any notice or communication by the Issuer or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer or any Note Guarantor:

NTL Corporate Finance

76 Hammersmith Road

Hammersmith

London W14 8UD

Telecopier: +44 207 967 3322

Attention: Treasurer

with a copy to:

NTL House

Bartley Wood Business Park

Bartley Way

Hook

Hampshire RG27 9UP

Telecopier: +44 1256 752 170

Attention: General Counsel

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with a copy to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Telecopier: +1 212 859 8000

Attention: Jeffrey Bagner

Daniel J. Bursky

If to the Trustee:

The Bank of New York

101 Barclay Street, Floor 21W

New York, New York 10286

United States

Telecopier No. +1 212 815 5802

Attention: Corporate Trust Administration

with a copy to:

The Bank of New York

One Canada Square

London E14 5AL

United Kingdom

Telecopier No.  +44 20 7964 6399

Attention:  Corporate Trust Administration

The Issuer, any Note Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

In addition, notices to the Holders of the applicable series of Sterling Notes or Euro Notes shall be given by publishing such notices, as long as such series of Sterling Notes or Euro Notes are listed on the Luxembourg Stock Exchange and the rules of such Exchange so require, in a leading daily newspaper of general circulation in Luxembourg.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar.  Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

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If the Issuer mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Section 13.03Communication by Holders with Other Holders.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes.  The Issuer, the Note Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 13.04Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee:

(1)an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(2)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 13.05Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include:

(1)a statement that the Person making such certificate or opinion has read such covenant or condition;

(2)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 13.06Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or shareholder of Parent, any Intermediate Guarantor, the Issuer or any Subsidiary Guarantor, as such, will have any liability for any obligations of Parent, any Intermediate Guarantor, the Issuer or any Subsidiary Guarantor under the Parent Guarantee, the

116

Intermediate Guarantees, the Notes, the Subsidiary Guarantees or this Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases such liability.  The waiver and release are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under U.S. Federal securities laws.

Section 13.08Governing Law.

THIS INDENTURE AND THE NOTES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY).

Section 13.09No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.10Successors.

All agreements of the Issuer in this Indenture and the Notes will bind its successors.  All agreements of the Trustee in this Indenture will bind its successors.

Section 13.11Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 13.12Counterpart Originals.

The parties may sign any number of copies of this Indenture.  Each signed copy will be an original, but all of them together represent the same agreement.

Section 13.13Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section 13.14Submission to Jurisdiction; Appointment of Agent.

The Issuer and each Note Guarantor irrevocably submit to the non-exclusive jurisdiction of any New York state or U.S. federal court located in the Borough of Manhattan in the City and State of New York over any suit, action or proceeding arising out of or relating to this Indenture.  The Issuer and each Note Guarantor irrevocably waive, to the fullest extent permitted by law, any objection which they may have, pursuant to New York law or otherwise, to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in any inconvenient forum.  In furtherance of the foregoing, the Issuer and each Note Guarantor hereby irrevocably designates and appoints Parent (at its office at 909 Third Avenue,

117

Suite 2863, New York, New York 10022) as its agent to receive service of all process brought against them with respect to any such suit, action or proceeding in any such court in the City and State of New York, such service being hereby acknowledged by it to be effective and binding service in every respect.  Copies of any such process so served shall also be given to the Issuer in accordance with Section 3.01 hereof, but the failure of the Issuer to receive such copies shall not affect in any way the service of such process as aforesaid.

Nothing in this Section shall limit the right of the Trustee or any Holder to bring proceedings against the Issuer in the courts of any other jurisdiction or to serve process in any other manner permitted by law.

[Signatures on following pages]

118

SIGNATURES

Dated as of April 13, 2004
	NTL CABLE PLC
	By:		/s/ Scott E. Schubert
	Name: Scott E. Schubert
	Title:   Director
	NTL INCORPORATED
	By:		/s/ Scott E. Schubert
	Name: Scott E. Schubert
	Title:   Chief Financial Officer
	COMMUNICATIONS CABLE FUNDING CORP.
	By:	/s/ Scott E. Schubert
	Name: Scott E. Schubert
	Title:   Director
	NTL (UK) GROUP, INC.
	By:	/s/ Nigel Roberts
	Name: Nigel Roberts
	Title:   Director
	NTL COMMUNICATIONS LIMITED
	By:	/s/ Scott E. Schubert
	Name: Scott E. Schubert
	Title:  Director
	NTL INVESTMENT HOLDINGS LIMITED
	By:	/s/ Scott E. Schubert
	Name: Scott E. Schubert
	Title:   Director

119

THE BANK OF NEW YORK
By:	/s/ Trevor Blewer
Name: Trevor Blewer
Title:   Vice President

120

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[REGULATION S/RULE 144A]

[CUSIP:                         ]

ISIN:                         

Common Code:                         

[•]% Senior Notes due 2014

No.      [£         /$         /€         ]

NTL CABLE PLC

NTL Cable PLC (the “Issuer” or the “Company”) promises to pay to [CEDE & CO.]/[THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED] or its registered assigns, the principal sum of                                                                                        Pounds Sterling/U.S. Dollars/Euros on April 15, 2014.

Interest Payment Dates:	October 15 and April 15
Record Dates:	October 1 and April 1
Dated:	April 13, 2004

IN WITNESS WHEREOF, the Company has caused this Note to be signed by its duly authorized director, officer or other authorized signatory.

NTL CABLE PLC
By:
	Name:
	Title:

Certificate of Authentication

This is one of the [•]% Senior Notes due 2014 referred to in the within-mentioned Indenture.

Dated:    April      , 2004

THE BANK OF NEW YORK,
as Trustee
By:
	Authorized Signatory

[Reverse of Note]

[•]% Senior Notes due 2014

(1)   Interest.  NTL Cable PLC, a public limited company organized under the laws of England and Wales (the “Issuer”), promises to pay interest on the principal amount of this Note at [•]% per annum and Special Interest, if any, from April 13, 2004 until maturity.  The Issuer will pay interest and Special Interest, if any, semi-annually in arrears on April 15 and October 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).  Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be October 15, 2004.  The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, and on overdue installments of interest and Special Interest, if any (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.

(2)   Method of Payment.  The Issuer will pay interest on the Notes and Special Interest, if any, to the Persons who are registered Holders at the close of business on the April 1 or October 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal, premium and Special Interest, if any, and interest at the office or agency of the Issuer maintained for such purpose as provided in the Indenture or, at the option of the Issuer, payment of interest and Special Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Special Interest, if any, on all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Issuer or the Paying Agent.  Such payment will be in such coin or currency of the United Kingdom/the United States/the European Union as at the time of payment is legal tender for payment of public and private debts.

(3)   Paying Agent and Registrar.  Initially, the Trustee will act as Paying Agent and Registrar and The Bank of New York (Luxembourg) S.A. will act as Paying Agent in Luxembourg.  The Issuer may change any Paying Agent or Registrar without notice to any Holder.  The Issuer or any of its Subsidiaries may act as Registrar.

(4)   Indenture.  The Issuer issued the Notes under an Indenture, dated as of April 13, 2004 (the “Indenture”), among the Issuer, Parent, the Intermediate Guarantors, the Senior Subordinated Subsidiary Guarantor and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”).  The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.  The Notes are senior unsecured obligations of the Issuer.  Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to them in the Indenture.

(5)   Optional Redemption.

(a)   Except as set forth in paragraphs (b) and (c) below or in Section 3.10 of the Indenture, the Issuer may not redeem the Notes prior to April 15, 2009. At any time after April 15, 2009, the Issuer may redeem the Notes, in whole or in part, on not less than 30 nor more than 60 days’ prior

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notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest thereon and Special Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on April 15 of the years set forth below:

Redemption Year	Redemption Price
2009	[104.875/104.375]	%
2010	[103.250/102.917]	%
2011	[101.625/101.458]	%
2012 and thereafter	100	%

(b)   At any time prior to April 15, 2009, the Issuer may at its option redeem the Notes in whole or in part, on not less than 30 nor more than 60 days’ prior notice, by paying a redemption price equal to the sum of 100% of the principal amount of the Notes to be redeemed, plus the Applicable Premium, plus accrued and unpaid interest and Special Interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).

(c)   At any time prior to April 15, 2007, the Issuer may, on one or more occasions, redeem up to a maximum of 40% of the original aggregate principal amount of each series of Notes (calculated giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings, at a redemption price equal to [109.750/108.750]% of the principal amount thereof, plus accrued and unpaid interest and Special Interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date); provided, however, that after giving effect to any such redemption at least 60% of the original aggregate principal amount of each series of the Notes (calculated giving effect to any issuance of Additional Notes) remains outstanding; and any such redemption by the Issuer must be made within 120 days of such Equity Offering.

(6)   Mandatory Redemption.  The Issuer will not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7)   Repurchase at option of holder.

(a)   Upon the occurrence at any time of a Triggering Event or Change of Control (other than a Change of Control resulting from a Merger Event), unless the Issuer has exercised its right to redeem the Notes as described in Section 3.07 of the Indenture, each Holder will have the right to require the Issuer to purchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Special Interest thereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).  Within 30 days following any Triggering Event or Change of Control, the Issuer will mail a notice to each Holder setting forth the procedures governing the Repurchase Offer as required by the Indenture.

(b)   In the event of an Asset Disposition that requires the purchase of Notes pursuant to clause (c)(3) of Section 4.10 of the Indenture, the Issuer will be required to commence an Excess Proceeds Offer pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Allocable Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest thereon, if any, to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture.

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(8)   Notice of Redemption.  Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address.  Notes in denominations larger than [£1,000/$1,000/€1,000] may be redeemed in part but only in whole multiples of [£1,000/$1,000/€1,000] unless all of the Notes held by a Holder are to be redeemed.  On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

(9)   Denominations, Transfer, Exchange.  The Notes are in registered form without coupons in denominations of [£1,000/$1,000/€1,000] and integral multiples of [£1,000/$1,000/ €1,000].  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents.  The Registrar may not require a Holder to pay any taxes and fees, except as otherwise set forth in the Indenture.  The Registrar need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, the Registrar need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10) Persons Deemed Owners.  The registered Holder of a Note may be treated as its owner for all purposes, except as otherwise ordered by a court of competent jurisdiction.

(11) Amendment, Supplement and Waiver.  Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes and Additional Notes, if any, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then-outstanding Notes and Additional Notes, if any.  Without the consent of any Holder, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption of the Issuer’s obligations to Holders in case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets, to provide for uncertificated Notes in addition to or in place of certificated Notes, to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect in any material respect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in connection with the qualification of the Indenture under the TIA, to provide for the issuance of Additional Notes or Exchange Notes in accordance with the limitations set forth in the Indenture, to mortgage, pledge, hypothecate or grant a security interest in any Property for the benefit of any Person in accordance with the limitations set forth in the Indenture, or to add guarantors or guarantees with respect to the Notes.

(12) Defaults and Remedies.  Events of Default are set forth in the Indenture.  If an Event of Default (other than an Event of Default under the bankruptcy provisions described in Section 6.01(a)(7) of the Indenture with respect to the Issuer, any Intermediate Guarantor or any Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes by notice to the Issuer may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable.  If an Event of Default under the bankruptcy provisions described in Section 6.01(a)(7) of the Indenture with respect to the Issuer, any Intermediate Guarantor or any Subsidiary Guarantor occurs, the unpaid principal of and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of a majority in principal amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of

A-3

principal of, premium or Special Interest, if any, or interest on any Note) if it determines that withholding notice is in their interest.  The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium and Special Interest on, or the principal of, the Notes.  The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(13) Trustee Dealings with Issuer.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not the Trustee.

(14) No Recourse Against Others.  A director, officer, employee, incorporator or stockholder of the Issuer, as such, will not have any liability for any obligations of the Issuer under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  By accepting a Note, each Holder waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the Notes.

(15) Authentication.  This Note will not be valid until authenticated by the manual or facsimile signature of the Trustee or an authenticating agent.

(16) Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

(17) Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.  In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes may have all the rights set forth in the Registration Rights Agreement, dated as of April 13, 2004, among the Issuer and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Issuer and the other parties thereto, relating to rights given by the Issuer to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

(18) [CUSIP/Common Code] and ISIN Numbers [and Common Codes].  The Issuer has caused [CUSIP/Common Code] and ISIN numbers [and common codes] to be printed on the Notes and the Trustee may use [CUSIP/Common Code] and ISIN numbers [and common codes] in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

(19) Governing Law.  THE NOTES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY).

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The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement.  Requests may be made to:

NTL Cable PLC
ntl House
Bartley Wood Business Park
Hook
Hampshire, RG27 9UP
United Kingdom
Attention:  Corporate Secretary

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Assignment Form

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:                                                                                                                                                  

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                  ;                             to transfer this Note on the books of the Issuer.  The agent may substitute another to act for him.

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Signature Guarantee*:

*              Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

o Section 4.10 o Section 4.15

If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

[£/$/€]              

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:
Signature Guarantee*:

*              Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in
Principal Amount
of
this Global Note Amount of increase in
Principal Amount
of
this Global Note Principal Amount
of this Global Note
following such
decrease
(or increase) Signature of authorized
officer of Trustee or
[Custodian][Common
Depositary]

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[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[REGULATION S/RULE 144A]

CUSIP:                          

ISIN:                         

Common Code:                         

Floating Rate Senior Notes due 2012

No.        $         

NTL CABLE PLC

NTL Cable PLC (the “Issuer” or the “Company”) promises to pay to CEDE & CO. or its registered assigns, the principal sum of                                           U.S. Dollars on October 15, 2012.

Interest Payment Dates:	July 15, October 15, January 15 and April 15
Record Dates:	July 1, October 1, January 1 and April 1
Dated:	April 13, 2004

IN WITNESS WHEREOF, the Company has caused this Note to be signed by its duly authorized director, officer or other authorized signatory.

NTL CABLE PLC
By:
	Name:
	Title:

Certificate of Authentication

This is one of the Floating Rate Senior Notes due 2012 referred to in the within-mentioned Indenture.

Dated:  April      , 2004
	THE BANK OF NEW YORK,
	as Trustee
	By:
		Authorized Signatory

[Reverse of Note]

Floating Rate Senior Notes due 2012

(1)   Interest.

(a)   NTL Cable PLC, a public limited company organized under the laws of England and Wales (the “Issuer”), promises to pay interest on the principal amount of this Note at a floating rate determined in accordance with the procedures described below and Special Interest, if any, from April 13, 2004 until maturity.  The Issuer will pay interest and Special Interest, if any, semi-annually in arrears on January 15, April 15, July 15 and October 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).  Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be July 15, 2004.  The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, and on overdue installments of interest and Special Interest, if any (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful.

(b)   The Floating Rate Notes will bear interest for each period at a rate determined by The Bank of New York, acting as calculation agent. The interest rate on the Floating Rate Notes for a particular interest period will be a per annum rate equal to LIBOR, as determined on the interest determination date, plus 5.00%. The interest determination date for an interest period will be the second London business day preceding the first day of such interest period. The interest determination date for the Floating Rate Notes for the first interest period is April 7, 2004. Promptly upon determination, the calculation agent will inform the Trustee and the Issuer of the interest rate for the next interest period. Interest on the Floating Rate Notes will be calculated on the basis of the actual number of days in an interest period and a 360-day year. Absent manifest error, the determination of the interest rate by the calculation agent will be binding and conclusive on the Holders of the Floating Rate Notes, the Trustee and the Issuer.

(c)   “LIBOR” means the London interbank offered rate. “London business day” is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

(d)   On any interest determination date, LIBOR will be equal to the offered rate for deposits in U.S. dollars having an index maturity of three months, in amounts of at least $1.0 million, as such rate appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on such interest determination date. If Telerate Page 3750 is replaced by another service or ceases to exist, the calculation agent will use the replacing service or such other service that may be nominated by the British Bankers’ Association for the purpose of displaying LIBOR for U.S. dollar deposits.

(e)   If no offered rate appears on Telerate Page 3750 on an interest determination date at approximately 11:00 a.m., London time, then the calculation agent (after consultation with the Issuer) will select four major banks in the London interbank market and will request each of their principal London offices to provide a quotation of the rate (expressed as a percentage per annum) at which deposits for a three-month period (beginning on the second London business day after the interest determination date) in U.S. dollars in amounts of at least $1.0 million are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of a single transaction in that market at that time. If at least two quotations are provided, LIBOR will be the arithmetic average of the quotations provided. Otherwise, the calculation agent will select three major banks in New York City and will request each of them to provide a quotation of the rate (expressed as a percentage per annum) offered by them at approximately 11:00 a.m., New York City time, on the interest determination date for loans in

B-1

U.S. dollars to leading European banks having an index maturity of three months in an amount of at least $1.0 million that is representative of a single transaction in that market at that time. If three quotations are provided, LIBOR will be the arithmetic average of the quotations provided. Otherwise, the rate of LIBOR for the next interest period will be set equal to the rate of LIBOR for the then-current interest period.

(f)    All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).

(g)   The interest rate on the Floating Rate Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

(h)   The calculation agent will, upon the request of the Holder of any Floating Rate Note, provide the interest rate then in effect with respect to the Floating Rate Notes.

(2)   Method of Payment.  The Issuer will pay interest on the Notes and Special Interest, if any, to the Persons who are registered Holders at the close of business on the January 1, April 1, July 1 or October 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal, premium and Special Interest, if any, and interest at the office or agency of the Issuer maintained for such purpose as provided in the Indenture or, at the option of the Issuer, payment of interest and Special Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Special Interest, if any, on all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Issuer or the Paying Agent.  Such payment will be in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts.

(3)   Paying Agent and Registrar.  Initially, the Trustee will act as Paying Agent and Registrar and The Bank of New York (Luxembourg) S.A. will act as Paying Agent in Luxembourg.  The Issuer may change any Paying Agent or Registrar without notice to any Holder.  The Issuer or any of its Subsidiaries may act as Registrar.

(4)   Indenture.  The Issuer issued the Notes under an Indenture, dated as of April 13, 2004 (the “Indenture”), among the Issuer, Parent, the Intermediate Guarantors, the Senior Subordinated Subsidiary Guarantor and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”).  The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.  The Notes are senior unsecured obligations of the Issuer.  Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to them in the Indenture.

(5)   Optional Redemption. Except as set forth in Section 3.10 of the Indenture, the Issuer may not redeem the Floating Rate Notes prior to April 15, 2005.  On or after this date, the Issuer may redeem the Floating Rate Notes, in whole or in part, on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as percentages of the principal amount), plus

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accrued and unpaid interest thereon and Special Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on April 15 of the years set forth below:

Redemption Year	Redemption Price
2005	103	%
2006	102	%
2007	101	%
2008 and thereafter	100	%

(6)   Mandatory Redemption.  The Issuer will not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7)   Repurchase at option of holder.

(a)   Upon the occurrence at any time of a Triggering Event or Change of Control (other than a Change of Control resulting from a Merger Event), unless the Issuer has exercised its right to redeem the Notes as described in Section 3.07 of the Indenture, each Holder will have the right to require the Issuer to purchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Special Interest thereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).  Within 30 days following any Triggering Event or Change of Control, the Issuer will mail a notice to each Holder setting forth the procedures governing the Repurchase Offer as required by the Indenture.

(b)   In the event of an Asset Disposition that requires the purchase of Notes pursuant to clause (c)(3) of Section 4.10 of the Indenture, the Issuer will be required to commence an Excess Proceeds Offer pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Allocable Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest thereon, if any, to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture.

(8)   Notice of Redemption.  Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address.  Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000 unless all of the Notes held by a Holder are to be redeemed.  On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

(9)   Denominations, Transfer, Exchange.  The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents.  The Registrar may not require a Holder to pay any taxes and fees, except as otherwise set forth in the Indenture.  The Registrar need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, the Registrar need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

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(10) Persons Deemed Owners.  The registered Holder of a Note may be treated as its owner for all purposes, except as otherwise ordered by a court of competent jurisdiction.

(11) Amendment, Supplement and Waiver.  Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes and Additional Notes, if any, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then-outstanding Notes and Additional Notes, if any.  Without the consent of any Holder, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption of the Issuer’s obligations to Holders in case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets, to provide for uncertificated Notes in addition to or in place of certificated Notes, to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect in any material respect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in connection with the qualification of the Indenture under the TIA, to provide for the issuance of Additional Notes or Exchange Notes in accordance with the limitations set forth in the Indenture, to mortgage, pledge, hypothecate or grant a security interest in any Property for the benefit of any Person in accordance with the limitations set forth in the Indenture, or to add guarantors or guarantees with respect to the Notes.

(12) Defaults and Remedies.  Events of Default are set forth in the Indenture.  If an Event of Default (other than an Event of Default under the bankruptcy provisions described in Section 6.01(a)(7) of the Indenture with respect to the Issuer, any Intermediate Guarantor or any Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes by notice to the Issuer may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable.  If an Event of Default under the bankruptcy provisions described in Section 6.01(a)(7) of the Indenture with respect to the Issuer, any Intermediate Guarantor or any Subsidiary Guarantor occurs, the unpaid principal of and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of a majority in principal amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal of, premium or Special Interest, if any, or interest on any Note) if it determines that withholding notice is in their interest.  The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium and Special Interest on, or the principal of, the Notes.  The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(13) Trustee Dealings with Issuer.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not the Trustee.

(14) No Recourse Against Others.  A director, officer, employee, incorporator or stockholder of the Issuer, as such, will not have any liability for any obligations of the Issuer under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  By accepting a Note, each Holder waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the Notes.

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(15) Authentication.  This Note will not be valid until authenticated by the manual or facsimile signature of the Trustee or an authenticating agent.

(16) Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

(17) Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.  In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes may have all the rights set forth in the Registration Rights Agreement, dated as of April 13, 2004, among the Issuer and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Issuer and the other parties thereto, relating to rights given by the Issuer to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

(18) CUSIP and ISIN Numbers and Common Codes.  The Issuer has caused CUSIP and ISIN numbers and common codes to be printed on the Notes and the Trustee may use CUSIP and ISIN numbers and common codes in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

(19) Governing Law.  THE NOTES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY).

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement.  Requests may be made to:

NTL Cable PLC
ntl House
Bartley Wood Business Park
Hook
Hampshire, RG27 9UP
United Kingdom
Attention:  Corporate Secretary

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Assignment Form

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:                                                                                                                                           

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                                       to transfer this Note on the books of the Issuer.  The agent may substitute another to act for him.

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Signature Guarantee*:

*              Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

o Section 4.10 o Section 4.15

If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$             

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:
Signature Guarantee*:

*              Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in
Principal Amount
of
this Global Note Amount of increase in
Principal Amount
of
this Global Note Principal Amount
of this Global Note
following such
decrease
(or increase) Signature of authorized
officer of Trustee or
Custodian

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EXHIBIT C

[FORM OF SUBORDINATED GUARANTEE]

For value received, the Senior Subordinated Subsidiary Guarantor, to the extent set forth in and subject to the terms of the Indenture, dated as of April 13, 2004 (the “Indenture”), among NTL Cable PLC, a public limited company organized under the laws of England and Wales (the “Issuer”), NTL Incorporated, a Delaware corporation (“Parent”),Communications Cable Funding Corp., a Delaware corporation, NTL (UK) Group, Inc., a Delaware corporation, NTL Communications Limited, a limited company organized under the laws of England and Wales, NTL Investment Holdings Limited, a limited company organized under the laws of England and Wales (“NTLIH” or the “Senior Subordinated Subsidiary Guarantor”), and The Bank of New York, as trustee (the “Trustee”), hereby jointly and severally with each other Note Guarantor irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of or interest on or premium or Special Interest, if any, on the Notes and all other monetary obligations of the Issuer under this Indenture and the Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).  The Senior Subordinated Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Senior Subordinated Subsidiary Guarantor, and that the Senior Subordinated Subsidiary Guarantor shall remain bound under this Guarantee notwithstanding any extension or renewal of any Guaranteed Obligation.

The obligations of the Senior Subordinated Subsidiary Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 11 and Article 12 of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee.  Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions.

The Senior Subordinated Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by the Senior Subordinated Subsidiary Guarantor without rendering such Senior Subordinated Subsidiary Guarantee voidable under applicable law relating to ultra vires, fraudulent conveyance, fraudulent transfer, corporate benefit or similar laws affecting the rights of creditors generally.

[Signature on following page]

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IN WITNESS WHEREOF, the Senior Subordinated Subsidiary Guarantor has caused this Guarantee to be signed by a duly authorized officer.

NTL INVESTMENT HOLDINGS LIMITED

By:

Name:

Title:

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EXHIBIT D

[FORM OF SENIOR GUARANTEE]

For value received, each of the undersigned (the “Senior Guarantors”), to the extent set forth in and subject to the terms of the Indenture, dated as of April 13, 2004 (the “Indenture”), among NTL Cable PLC, a public limited company organized under the laws of England and Wales (the “Issuer”), NTL Incorporated, a Delaware corporation (“Parent”),Communications Cable Funding Corp., a Delaware corporation, NTL (UK) Group, Inc., a Delaware corporation, NTL Communications Limited, a limited company organized under the laws of England and Wales, NTL Investment Holdings Limited, a limited company organized under the laws of England and Wales (“NTLIH” or the “Senior Subordinated Subsidiary Guarantor”), and The Bank of New York, as trustee (the “Trustee”), hereby jointly and severally with one another and with the Senior Subordinated Subsidiary Guarantor irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of or interest on or premium or Special Interest, if any, on the Notes and all other monetary obligations of the Issuer under this Indenture and the Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).  Each Senior Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Note Guarantor, and that such Note Guarantor shall remain bound under this Guarantee notwithstanding any extension or renewal of any Guaranteed Obligation.

The obligations of each Senior Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee.  Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions.

Each Senior Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by such Senior Guarantor without rendering such Senior Guarantee voidable under applicable law relating to ultra vires, fraudulent conveyance, fraudulent transfer, corporate benefit or similar laws affecting the rights of creditors generally.

[Signatures on following page]

D-1

IN WITNESS WHEREOF, the each Senior Guarantor has caused this Guarantee to be signed by a duly authorized officer.

NTL INCORPORATED

By:

Name:

Title:

COMMUNICATIONS CABLE FUNDING CORP.

By:

Name:

Title:

NTL (UK) GROUP, INC.

By:

Name:

Title:

NTL COMMUNICATIONS LIMITED

By:

Name:

Title:

D-2

EXHIBIT E

FORM OF CERTIFICATE OF TRANSFER

NTL Cable PLC
ntl House
Bartley Wood Business Park
Hook
Hampshire, RG27 9UP
United Kingdom

The Bank of New York

One Canada Square
London E14 5AL
United Kingdom

Re:  [[•]%/Floating Rate] Senior Notes due [2014/2012]

([CUSIP/ISIN/Common Code]               )

Reference is hereby made to the Indenture, dated as of April 13, 2004 (the “Indenture”), among NTL Cable PLC (the “Issuer”), NTL Incorporated, Communications Cable Funding Corp., NTL (UK) Group, Inc., NTL Communications Limited, NTL Investment Holdings Limited, and The Bank of New York, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                               , (the “Transferor”) owns and proposes to transfer the Note[s] or beneficial interest in such Note[s] specified in Annex A hereto, in the principal amount of [£/$/€]                     (the “Transfer”), to                                                  (the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.  o   Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A.  The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and under the Securities Act.

2.  o   Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant to Regulation S.  The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the

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United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the 40-day “Distribution Compliance Period” under Regulation S, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than a “Distributor” as defined in Rule 902 of Regulation S) and the transferred beneficial interest will be held immediately after such Transfer through Euroclear or Clearstream, Luxembourg.  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and under the Securities Act.

3.  o   Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a)  o   Check if Transfer is pursuant to Rule 144.  (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

(b)  o   Check if Transfer is Pursuant to Regulation S.  (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

(c)  o   Check if Transfer is Pursuant to an Effective Registration Statement.  The Transfer is being effected in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

(d)  o   Check if Transfer is Pursuant to Other Exemption.  (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

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4.  o   Check if Transfer is to the Issuer or any of its Subsidiaries.  The transfer is being effected in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

	[Insert Name of Transferor]
	By:
	Name:
	Title:
Dated:

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ANNEX A TO CERTIFICATE OF TRANSFER

1.	The Transferor owns and proposes to transfer the following:
			[CHECK ONE OF (a) OR (b)]
	(a)		o		a beneficial interest in the:
			(i)		o	144A Global Note (CUSIP), or
			(ii)		o	Regulation S Global Note (CUSIP)
	(b)		o		a Restricted Definitive Note.
2.	After the Transfer the Transferee will hold:
		[CHECK ONE]
	(a)	o		a beneficial interest in the:
		(i)		o			144A Global Note (CUSIP            ), or
		(ii)		o			Regulation S Global Note (CUSIP               ), or
		(iii)		o			Unrestricted Global Note (CUSIP                 ); or
	(b)	o					a Restricted Definitive Note; or
	(c)	o					an Unrestricted Definitive Note,
	in accordance with the terms of the Indenture.

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EXHIBIT F

FORM OF CERTIFICATE OF EXCHANGE

NTL Cable PLC
ntl House
Bartley Wood Business Park
Hook
Hampshire, RG27 9UP
United Kingdom

The Bank of New York

One Canada Square
London E14 5AL
United Kingdom

Re:  [[•]%/Floating Rate] Senior Notes due [2014/2012]

([CUSIP/ISIN/Common Code]              )

Reference is hereby made to the Indenture, dated as of April 13, 2004 (the “Indenture”), among NTL Cable PLC (the “Issuer”), NTL Incorporated, Communications Cable Funding Corp., NTL (UK) Group, Inc., NTL Communications Limited, NTL Investment Holdings Limited, and The Bank of New York, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                               , (the “Owner”) owns and proposes to exchange the Note[s] or beneficial interest in such Note[s] specified herein, in the principal amount of [£/$/€]                    (the “Exchange”).  In connection with the Exchange, the Owner hereby certifies that:

1.             Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a)  o         Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)  o         Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note in an equal principal amount, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain

F-1

compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c)  o         Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d)  o         Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note in an equal principal amount, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2.             Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a)  o         Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note in an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and under the Securities Act.

(b)  o         Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note.  In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] o 144A Global Note, o Regulation S Global Note, in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and under the Securities Act.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

	[Insert Name of Transferor]
	By:
	Name:
	Title:
Dated:

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