Exhibit 10.1

EXECUTION VERSION

21 December 2004

£1,550,000,000

SENIOR FACILITIES AGREEMENT

between

TELEWEST UK LIMITED

TELEWEST COMMUNICATIONS NETWORKS LIMITED
and, upon its accession,
TELEWEST GLOBAL FINANCE LLC
as Borrowers

BARCLAYS CAPITAL
BNP PARIBAS
CITIGROUP GLOBAL MARKETS LIMITED
CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANK AG LONDON

GE CAPITAL STRUCTURED FINANCE GROUP LIMITED
THE ROYAL BANK OF SCOTLAND PLC
as Mandated Lead Arrangers

BARCLAYS BANK PLC
as Facility Agent and Security Trustee

BARCLAYS BANK PLC
as US Paying Agent

GE CAPITAL STRUCTURED FINANCE GROUP LIMITED
as Administrative Agent

THE ORIGINAL GUARANTORS

and

THE LENDERS

▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇

TABLE OF CONTENTS

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THIS AGREEMENT is dated 21 December 2004 and made between:

(1)           TELEWEST COMMUNICATIONS NETWORKS LIMITED (company registration number 3071086, whose registered office is at ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, “TCN”);

(2)           TELEWEST UK LIMITED (company registration number 04925679, whose registered office is at ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, “Telewest UK”);

(3)           BARCLAYS CAPITAL, BNP PARIBAS, CITIGROUP GLOBAL MARKETS LIMITED, CREDIT SUISSE FIRST BOSTON, DEUTSCHE BANK AG LONDON, GE CAPITAL STRUCTURED FINANCE GROUP LIMITED and THE ROYAL BANK OF SCOTLAND PLC (together, the “Mandated Lead Arrangers”);

(4)           BARCLAYS BANK PLC (as agent for and on behalf of the Finance Parties, the “Facility Agent”);

(5)           BARCLAYS BANK PLC (as United States paying agent for and on behalf of the Finance Parties (the “US Paying Agent”));

(7)           BARCLAYS BANK PLC (as security trustee for and on behalf of the Finance Parties, the “Security Trustee”);

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

(9)           THE LENDERS (as defined below); and

(10)         THE ORIGINAL GUARANTORS (as defined below).

1.             DEFINITIONS AND INTERPRETATION

1.1          Definitions

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 23.12 (Further Assurance), members of the TCN Group generating not less than 95% of the Consolidated Annualised TCN Group Net Operating Cash Flow are originally party to or 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 TCN Group delivered to the Facility Agent pursuant to Clause 21.1 (Financial Statements).

“Acceding Guarantor” means any member of the TCN 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 25.1 (Acceding Guarantors).

“Acceleration Date” means the date on which notice has been served under Clause 26.18 (Acceleration).

“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

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(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 ▇▇▇ ▇▇▇▇ (as amended).

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

“A Facility” means the term loan facility granted to TCN 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 13.3 (Consolidation of Term Facility Advances) or under Clause 13.4 (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 13.7 (Margin Ratchet for A Facility Advances and B 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, the US Paying Agent and the Administrative Agent, and “Agent” means any of them.

“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 business of the TCN Group and which is agreed in writing between TCN and the relevant Ancillary Facility Lender.

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“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 ▇▇▇▇-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).

“Anti-Terrorism Laws” mean:

(a)           Executive Order No. 13224 of September 23, 2001 - Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism (the “Executive Order”);

(b)           the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (commonly known as the USA Patriot Act); and

(c)           the Money Laundering Control Act of 1986, Public Law 99-570.

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

“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, adjusted to take account of any cancellation or reduction of, or any transfer by such Lender or any transfer to it of, any

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A Facility Commitment, in each case, pursuant to the terms of this Agreement, 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, a particular Borrower and a particular currency at any time and save as otherwise provided in this Agreement, its B Facility Commitment in relation to that Borrower and that currency at such time, adjusted to take account of (a) any cancellation or reduction of, or any transfer by such Lender or any transfer to it of, any B Facility Commitment in respect of the particular Borrower and currency, in each case, pursuant to the terms of this Agreement; and (b) in the case of a proposed Advance, the amount of its share of any other B Facility Advance which, pursuant to any other Utilisation Request, is to be made to that Borrower in that currency on or before the proposed Utilisation Date, provided always that such amount shall not be less than zero.

“Available C Facility Commitment” means, in relation to a Lender, a particular Borrower and a particular currency at any time and save as otherwise provided in this Agreement, its C Facility Commitment in relation to that Borrower and that currency at such time, adjusted to take account of (a) any cancellation or reduction of, or any transfer by such Lender or any transfer to it of, any C Facility Commitment in respect of the particular Borrower and currency, in each case, pursuant to the terms of this Agreement; and (b) in the case of a proposed Advance, the amount of its share of any other C Facility Advance which, pursuant to any other Utilisation Request, is to be made to that Borrower in that currency 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 C 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.

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

“Barclays Intercreditor Agreement” means the intercreditor deed to be entered into on or about the date hereof between Yorkshire Cable Communications Limited, Sheffield Cable Communications Limited, Yorkshire Cable Properties Limited, Cable London Limited, Barclays Bank PLC and the Security Trustee.

“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 Borrowers 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 13.3 (Consolidation of Term Facility Advances) or under Clause 13.4 (Division of Term Facility Advances).

“B Facility Commitment” means, in relation to a Lender, a particular Borrower and a particular currency at any time, and save as otherwise provided in this Agreement, (a) in the case of a Lender specified in Part 1 of Schedule 1 (Lenders and Commitments), the relevant proportion (as specified by the Facility Agent pursuant to Clause 2.1(e) (The Facilities)) of the amount set out opposite its name in the relevant column of Part 1 of Schedule 1 (Lenders and Commitments) or (b) in the case of all other Lenders, as specified in the Transfer Deed pursuant to which such Lender becomes a party to this Agreement.

“B Facility Margin” means, in relation to B Facility Advances denominated in (a) Euro, 2.375% per annum, (b) Dollars, 2.25% per annum and (c) Sterling, 2.50% per annum subject in each case to Clause 13.7 (Margin Ratchet for A Facility Advances and B Facility Advances).

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

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

“Blocked Account” means each interest bearing account maintained with Barclays Bank PLC (or such other bank as the Facility Agent may determine) in the name of TCN for the purposes of Clause 11.3 (Blocked Accounts) which is secured in favour of the Security Trustee pursuant to the Security Documents, or as otherwise required by the terms of this Agreement.

“Borrowers” means TCN and upon its accession in accordance with Clause 25.1 (The US Borrower) the US Borrower, and “Borrower” means either of them as the context requires.

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

(a)           the interest (excluding the Applicable Margin) 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:

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(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.

“Budget” means in respect of any financial year the budget for such financial year and projections for the first Financial Quarter thereof in the form and including the information required to be delivered by TCN to the Facility Agent pursuant to Clause 21.2 (Budget).

“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.

“C Facility” means the term loan facility granted to the Borrowers pursuant to Clause 2.1(d) (The Facilities).

“C Facility Advance” means an advance (as from time to time reduced by repayment) made or to be made by the Lenders under the C Facility or arising in respect of the C Facility under Clause 13.3 (Consolidation of Term Facility Advances) or under Clause 13.4 (Division of Term Facility Advances).

“C Facility Commitment” means, in relation to a Lender, a particular Borrower and a particular currency at any time, and save as otherwise provided in this Agreement, (a) in the case of a Lender specified in Part 1 of Schedule 1 (Lenders and Commitments), the relevant proportion (as specified by the Facility Agent pursuant to Clause 2.1(e) (The Facilities)) of the amount set out opposite its name in the relevant column of Part 1 of Schedule 1 (Lenders and Commitments) or (b) in the case of all other Lenders, as specified in the Transfer Deed pursuant to which such Lender becomes a party to this Agreement.

“C Facility Margin” means, in relation to C Facility Advances denominated in (a) Euro, 2.875%, (b) Dollars, 2.75% and (c) Sterling, 3.00% per annum.

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

“Capital Expenditure” means, in respect of any period, the aggregate amount of all fixed asset additions of the TCN Group in accordance with GAAP during such period less any reclassification of finance or capital leases that has not resulted in a cash flow during the period; provided that for the purposes of calculating compliance with Clause 22.2 (Permitted Capital Expenditure), the following shall be excluded:

(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 expenditure for acquisitions, investments or Joint Ventures that are not prohibited by Clause 24.9 (Joint Ventures) or 24.13 (Acquisitions and Investments); and

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(c)           any such expenditure made with Equity Proceeds or the Net Proceeds of any Financial Indebtedness in accordance with Clauses 11.5 (Repayment from Debt Proceeds) and 11.6 (Repayment from Equity Proceeds) respectively which are contributed to the TCN Group in accordance with Clause 23.16 (Contributions to the TCN Group),

and provided further that for the purposes of paragraph (b)(i) of the definition of Consolidated TCN Group Cash Flow as used in Clause 22.1 (Ratios), Capital Expenditures shall also exclude the aggregate amount of all Capital Expenditures for the relevant period in excess of the cash portion thereof as set out in the cash flow statement of the TCN Group for the period in question, calculated in accordance with GAAP.

“Capital Expenditure Allowance” means, in respect of any period, the figure opposite that period in the table set out in paragraph (b) of Clause 22.2 (Permitted Capital Expenditure).

“Cash” means at any time:

(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 with an Eligible Deposit Bank and to which the relevant account holder is alone beneficially entitled 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 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 or Consolidated Total Group Debt, as applicable.

“Cash Equivalent Investment” means:

(a)           securities which are freely negotiable and marketable:

(i)            which mature not more that 12 months from the date of acquisition; and

(ii)           which are rated at least AA by Standard & Poor’s or Aa2 by Moody’s;

(b)           certificates of deposit, floating rate notes, acceptances issued by and deposit and current accounts of and time deposits with banks which have permission to carry on the regulated activity of accepting deposits under the Financial Services & Markets ▇▇▇ ▇▇▇▇ or are authorised by building societies under the Building Securities ▇▇▇ ▇▇▇▇ or cash funds managed by any reputable financial institution so long as such bank or building society’s or cash fund senior long term debt immediately prior to the making of such investment is not rated less than A by Standard and Poor’s and not less that A2 by Moody’s; and

(c)           commercial paper rated at least A-2 by Standard & Poor’s and P-2 by Moody’s with a maturity of not more than 12 months.

“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.

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“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 (a) in the case of a participation in an Advance by a Lender named in Part 1 of Schedule 1 (Lenders and Commitments) after the date of this Agreement, or (b) in the case of a participation in an Advance by any other Lender, after the date on which such Lender becomes a party to this Agreement in accordance with the provisions of Clause 36 (Assignments and Transfers).

“Change of Control” means:

(a)           any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) of related persons but excluding any employee benefit plan of such Person or its Subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, excluding any Permitted Holder or group of Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for the 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 Voting Stock (excluding any such interest represented by preferred stock of such Person or any debt instrument issued by such Person, in each case which is not Voting Stock or exchangeable or convertible into 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 any entity held by any other entity (the “parent entity”), if such person 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); or

(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,

provided that 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, which shall not be later than 31 January 2005.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued under it.  Section references to the Code are to the Code, as in effect at the date of this Agreement and any subsequent provisions of the Code, amendatory of it, supplemental to it or substituted therefor.

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

“Compliance Certificate” means:

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(a)           in the case of a Compliance Certificate required to be delivered under paragraph (a) of Clause 21.4 (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 21.4 (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 TCN.

“Confirmation Date” has the meaning given to it in paragraph (k) of Clause 16.1 (Tax Gross-up).

“Consolidated Annualised TCN Group Net Operating Cash Flow” means, as at the end of any Semi-Annual Period, two times the Consolidated TCN Group Net Operating Cash Flow for such Semi-Annual Period.

“Consolidated Debt Service” means, in respect of any period, the aggregate of:

(a)           the Total Interest Charges in respect of such period; and

(b)           save to the extent immediately reborrowed, the aggregate of all scheduled payments (for the avoidance of doubt, excluding voluntary and mandatory prepayments) in such period of principal, capital or nominal amounts in respect of Consolidated Total Debt.

“Consolidated Group Net Borrowings” means, at any time, the Consolidated Total Group Debt at such time less Cash, credited to any account in the name of the Ultimate Parent, Telewest UK or any member of the TCN Group.

“Consolidated Group Net Operating Cash Flow” means, in respect of any period, the aggregate of:

(a)           Net Income of the Ultimate Parent, Telewest UK and the TCN Group (the “Limited Group” for the purposes of this definition only) for such period, plus (or minus as the case may be) (only to the extent used in arriving at Net Income of the Limited Group for such period):

(i)            non-cash gains or losses, whether extraordinary, recurring or otherwise and non-cash expenses (excluding any such non-cash expense to the extent that it represents amortisation of a prepaid cash expense that was paid in a prior period or an accrual of, or a reserve for, cash expenses in any future period) and non-cash expenses for compensation relating to the granting of options and restricted stock, sale of stock and similar arrangements;

(ii)           taxes or benefits in respect of taxes;

(iii)         foreign currency translation differences;

(iv)          other non-operating gains, losses and expenses, including (i) costs attributable to redundancies (other than outsourcing costs), (ii) costs of, and accounting for, financial instruments, (iii) gains and losses on disposals of fixed assets and/or investments and (iv) costs attributable to the disposal of obsolete or surplus properties no longer required for the purposes of the Limited Group’s business of up to £35,000,000 in aggregate during the period commencing on the Closing Date and ending on 31 December 2005;

(v)            interest expense, including, without limitation, amortisation of debt issuance cost and debt discount, and other periodic fees, commissions and charges in respect of

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Financial Indebtedness, net of the aggregate amount of any interest income (other than interest income in respect of loan stock issued by a Joint Venture) remaining after giving effect to any taxes paid or payable in respect of such income;

(vi)          depreciation and amortisation;

(vii)         extraordinary items;

(viii)        (A) the fees payable to the Lenders pursuant to the Fees Letter and (B) all fees paid or payable by any member of the Limited Group (on its own behalf or on behalf of Telewest) to its professional advisers or the professional advisers to the Lenders, the lenders under the Existing Credit Facility or to other stakeholders in Telewest and its current or former subsidiaries and associated partnerships in relation to the restructuring, readjustment, rescheduling and/or reorganisation of the share capital of Telewest and/or the restructuring, readjustment, rescheduling, reorganisation or refinancing of any Financial Indebtedness of Telewest which took place in connection with the financial restructuring of Telewest;

(ix)          at the election of TCN, 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 or any Merger Event (in any such case, whether completed or not); provided that (A) the aggregate amount added back in respect of such fees and expenses in connection with a Merger Event shall not exceed £5,000,000, and the aggregate amount added back in respect of such fees and expenses in connection with a Flextech Disposal shall not exceed £5,000,000 (or to the extent the aggregate of such fees and expenses in either case does exceed £5,000,000, any amount above such limit, provided that a corresponding amount shall be deducted from any availability under, at TCN’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 £12,000,000;

(x)           cash charges resulting from severance, integration and other adjustments made as a result of:

(A)          a Flextech Disposal, up to £7,500,000 in aggregate (where such charges have been certified by a duly authorised officer of TCN as being directly attributable to such Flextech Disposal); and

(B)          a Merger Event, but only to the extent that such charges do not exceed (when aggregated with such equivalent charges of the Target Group) £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 announcement by the Ultimate Parent, Telewest UK, TCN or any other member of the TCN Group 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 TCN as being directly attributable to the Merger Event);

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(xi)          any cash costs incurred by any member of the Limited Group during such period (if any) and payable to any third party in relation to any scheme of arrangement, restructuring, recapitalisation, bankruptcy or insolvency proceeding, capital raising or debt restructuring which was initiated prior to the date of this Agreement; and

(xii)         any amounts arising in respect of cumulative changes in GAAP since the date of this Agreement,

minus (only to the extent used in arriving at Net Income of the Limited Group for such period);

(b)           Excluded Group Net Operating Cash Flow for that period (excluding for these purposes the Ultimate Parent and Telewest UK).

“Consolidated Net Borrowings” means, at any time, the Consolidated Total Debt at such time less Cash, credited to any account in the name of a member of the TCN Group, subject to a maximum aggregate deduction equal to the sum of £200,000,000 (or its equivalent in other currencies).

“Consolidated Senior Debt” means, at any time (without double counting), the aggregate principal, capital or nominal amounts (including any Total Interest Charges capitalised as principal) of Financial Indebtedness of any member of the TCN Group incurred on a senior unsubordinated basis but excluding Financial Indebtedness (i) of any member of the TCN Group to another member of the TCN Group or the Target Group, (ii) under the Second Lien Facility or any Second Lien Refinancing or (iii) under any Subordinated Funding, in each case to the extent not prohibited under this Agreement.

“Consolidated TCN Group Cash Flow” means, in respect of any period, Consolidated TCN Group Net Operating Cash Flow for that period after:

(a)           adding back:

(i)            any decrease in the amount of Working Capital of the TCN Group at the end of such period compared against the Working Capital of the TCN Group at the start of such period;

(ii)           all cash extraordinary or non-recurring gains during that period to the extent not included in Consolidated TCN Group Net Operating Cash Flow;

(iii)         any amount received in cash in that period by members of the TCN Group in respect of income and related taxes; and

(iv)          at the option of TCN, any amount paid during the period paid in relation to video on demand of up to £30 million per annum where the TCN Group has received a contribution in accordance with Clause 23.16 (Contributions to the TCN Group) equal to such amount;

(b)           deducting:

(i)            the actual Capital Expenditure of members of the TCN Group during such period;

(ii)           any increase in the amount of Working Capital of the TCN Group at the end of such period compared against the Working Capital of the TCN Group at the start of that period;

(iii)         any amount paid in cash in that period by any member of the TCN Group in respect of income and other taxes;

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(iv)          all cash extraordinary or non-recurring losses during that period to the extent not included in Consolidated TCN Group Net Operating Cash Flow;

(v)            (A) any amount paid in cash in that period in respect of the items added to Net Income in the determination of Consolidated TCN Group Net Operating Cash Flow for such period under paragraphs (a), (iv), (v), (viii), (ix), (x) and (xi) of the definition therof, (B) any amounts paid in cash in respect of payments made or paid during such period by any member of the TCN Group to any person who is not a member of the TCN Group, in respect of costs and expenses in connection with transactions contemplated by any raising of Telewest Global Debt, by the Finance Documents, the Second Lien Finance Documents and by the Existing Credit Facility and (C) any cash costs incurred during the relevant period in relation to any scheme of arrangement, restructuring, recapitalisation, bankruptcy or insolvency proceeding, capital raising or debt restructuring which was initiated prior to the date of this Agreement; and

(vi)          any amount paid in cash (to the extent not taken into account under paragraph (a)(xii) of the definition of Consolidated TCN Group Net Operating Cash Flow) other than amounts paid by way of loan or credit to members of the Flextech Group permitted under paragraph (d)(iv) or (v) of Clause 24.3 (Loans and Guarantees)) in that period in respect of dividends, distributions, loans, investments (other than acquisitions) or other similar payments made or paid during such period by any member of the TCN Group to any person who is not a member of the TCN Group and any cash charges falling under sub-paragraph (a)(ix) of “Consolidated TCN Group Net Operating Cash Flow” 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 Consolidated TCN Group Cash Flow, and no amount shall be included or excluded more than once and provided further that, for the avoidance of doubt, in calculating Consolidated TCN Group Cash Flow for the purposes of Clause 11.4 (Repayment from Excess Cash Flow), Net Proceeds (including, without limitation, Net Proceeds arising from any Flextech Disposal), any gains or losses arising as a result of a Flextech Disposal or Merger Event and the proceeds of any Subordinated Funding shall be excluded.

“Consolidated TCN Group Net Operating Cash Flow” means, in respect of any period, the aggregate of:

(a)           Net Income of the TCN Group for such period, plus (or minus as the case may be) (only to the extent used in arriving at Net Income of the TCN Group for such period):

(i)            non-cash gains or losses, whether extraordinary, recurring or otherwise and non-cash expenses (excluding any such non-cash expense to the extent that it represents amortisation of a prepaid cash expense that was paid in a prior period or an accrual of, or a reserve for, cash expenses in any future period) and non-cash expenses for compensation relating to the granting of options and restricted stock, sale of stock and similar arrangements;

(ii)           taxes or benefits in respect of taxes;

(iii)         foreign currency translation differences;

(iv)          other non-operating gains, losses and expenses, including (A) costs attributable to redundancies (other than outsourcing costs), (B) costs of, and accounting for, financial instruments, (C) gains and losses on disposals of fixed assets and/or investments and (D) costs attributable to the disposal of obsolete or surplus properties no longer required for the purposes of the TCN Group’s business of up to

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£35,000,000 in aggregate during the period commencing on the Closing Date and ending on 31 December 2005;

(v)            interest expense, including, without limitation, amortisation of debt issuance cost and debt discount, and other periodic fees, commissions and charges in respect of Financial Indebtedness, net of the aggregate amount of any interest income (other than interest income in respect of loan stock issued by a Joint Venture) remaining after giving effect to any taxes paid or payable in respect of such income;

(vi)          depreciation and amortisation;

(vii)         extraordinary items;

(viii)        (A) the fees payable to the Lenders pursuant to the Fees Letter and (B) all fees paid or payable by any member of the TCN Group (on its own behalf or on behalf of Telewest) to its professional advisers or the professional advisers to the Lenders, the lenders under the Existing Credit Facility or to other stakeholders in Telewest and its current or former subsidiaries and associated partnerships in relation to the restructuring, readjustment, rescheduling and/or reorganisation of the share capital of Telewest and/or the restructuring, readjustment, rescheduling, reorganisation or refinancing of any Financial Indebtedness of Telewest which took place in connection with the financial restructuring of Telewest;

(ix)          at the election of TCN, 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 or any Merger Event (in any such case, whether completed or not); provided that (A) the aggregate amount added back in respect of such fees and expenses in connection with a Merger Event shall not exceed £5,000,000, and the aggregate amount added back in respect of such fees and expenses in connection with a Flextech Disposal shall not exceed £5,000,000 (or to the extent the aggregate of such fees and expenses in either case does exceed £5,000,000, any amount above such limit, provided that a corresponding amount shall be deducted from any availability under, at TCN’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 £12,000,000;

(x)           cash charges resulting from severance, integration and other adjustments made as a result of:

(A)          a Flextech Disposal up to £7,500,000 in aggregate (where such charges have been certified by a duly authorised officer of TCN as being directly attributable to such Flextech Disposal); and

(B)          a Merger Event, but only to the extent that such charges do not exceed (when aggregated with any such equivalent charges of the Target Group) £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 announcement by the Ultimate Parent, Telewest UK or any other member of the TCN Group 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

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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 TCN as being directly attributable to the Merger Event);

(xi)          any cash costs incurred by any member of the TCN Group during such period (if any) and payable to any third party in relation to any scheme of arrangement, restructuring, recapitalisation, bankruptcy or insolvency proceeding, capital raising or debt restructuring which was initiated prior to the date of this Agreement;

(xii)         any amounts arising in respect of Permitted Payments made to the Ultimate Parent or Telewest UK in accordance with paragraph (a)(ii) of the definition Permitted Payments; and

(xiii)       any amounts arising in respect of cumulative changes in GAAP since the date of this Agreement;

minus (only to the extent used in arriving at Net Income of the TCN Group for such period)

(b)           Excluded Group Net Operating Cash Flow for that period.

“Consolidated Total Debt” means, at any time (without double counting):

(a)           the aggregate principal, capital or nominal amounts of Financial Indebtedness (including any Total Interest Charges capitalised as principal) of any member of the TCN Group (including, without limitation, Financial Indebtedness arising under or pursuant to the Finance Documents and the Second Lien Finance Documents); plus

(b)           the aggregate principal, capital or nominal amounts of Financial Indebtedness (including any Total Interest Charges capitalised as principal) of any member of the Group to the extent it is Serviceable Non-TCN Group Debt;

excluding any Financial Indebtedness of any member of the TCN Group to another member of the TCN Group or under any Subordinated Funding, in each case, to the extent not prohibited under this Agreement.

“Consolidated Total Group Debt” means, at any time (without double counting):

(a)           the aggregate principal, capital or nominal amounts of Financial Indebtedness (including any Total Interest Charges capitalised as principal) of the Ultimate Parent, Telewest UK and any member of the TCN Group (including, without limitation, Financial Indebtedness arising under or pursuant to the Finance Documents and the Second Lien Finance Documents); plus

(b)           the aggregate principal, capital or nominal amounts of Financial Indebtedness (including any Total Interest Charges capitalised as principal) of any member of the Group to the extent it is Serviceable Non-TCN Group Debt;

excluding any Financial Indebtedness of the Ultimate Parent, Telewest UK or any member of the Group to Ultimate Parent, Telewest UK or another member of the Group or under any Subordinated Funding, in each case, to the extent not prohibited under this Agreement.

“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-

14

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 hereafter invented).

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

“Core Group” means TCN and its Subsidiaries other than the Flextech Group.

“Core Obligor Group” means the TCN Group Obligors other than the Ultimate Parent, Telewest UK and the members of the Flextech Group.

“Cost” means in relation to the provision of Intra-Group Services or management services, the cost estimated in good faith by the relevant member of the TCN Group to have been incurred by that member of the TCN Group in the provision of such Intra-Group Services or management services (as the case may be), including, without limitation, a proportion of any material employment, property, information technology, administration, utilities, transport, materials or other costs directly attributable to the provision thereof.

“Currency Hedging Agreements” means one or more Hedging Agreements consisting of foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to manage fluctuations in currency values.

“Current Assets” means, in respect of any person or group, the aggregate of trade and other receivables (net of allowances for doubtful debts), prepayments and all other current assets of such person or group 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, in respect of any person or group, the aggregate of all liabilities (including accounts payable, accruals and provisions) of such person or group 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 such person or group falling due within such period and any interest on such Financial Indebtedness due in such period.

“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.

“Derivatives Termination Value” means, at any date and in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreements relating to such Hedging Agreements, (i) for any date on or after the date such Hedging Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (ii) for any date prior to the date referenced in clause (i), the amount(s) determined as the ▇▇▇▇-to-market value(s) for such Hedging Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognised dealer in such Hedging Agreements (which may include any Finance Party).

“Disposal” means any sale, transfer, lease, surrender or other disposal by any member of the TCN Group 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 business or trade.

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“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 any Borrower, any convention or agreement between the government of the United Kingdom 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 United Kingdom 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” 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.

“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:

(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;

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(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 Financial 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 Principal Intercreditor Deed.

“Equity Proceeds” means the cash proceeds raised by the Ultimate Parent, Telewest UK or any member of the TCN Group by way of public equity securities offerings in the international or domestic equity capital markets (after deducting all reasonable fees, commissions, costs and expenses incurred by the Ultimate Parent, Telewest UK or any member of the TCN Group in connection with such raising) and which do not constitute Net Proceeds of Financial Indebtedness described in paragraph (c) of the definition of Net Proceeds.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued under it.  Section references to ERISA are to ERISA as in effect on the date of this Agreement.

“ERISA Affiliate” means, in relation to a member of the TCN Group, each person (as defined in section 3(9) of ERISA) which together with that member of the TCN Group would be deemed to be a “single employer” within the meaning of section 414(b), (c), (m) or (o) of the Code.

“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.

“Event of Default” means any of the events or circumstances described as such in Clause 26 (Events of Default).

“Excess Cash Flow” means in relation to any financial year of TCN, (i) Consolidated TCN Group Cash Flow less (ii) the sum of (A) Consolidated Debt Service for such financial year plus (B) the aggregate amount of all payments or prepayments of principal, whether voluntary or mandatory, of

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Consolidated Total Debt made in such financial year (other than voluntary prepayments applied in repayment of the Second Lien Facility in accordance with paragraphs (i), (ii) and (iii) of the proviso to Clause 2.4 of the Principal Intercreditor Deed), provided that no such amounts prepaid and used in the calculation under this paragraph (ii)(B) shall be available for reborrowing; and provided further that for the purposes of the calculation set forth in this definition, 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 TCN Group, including, without limitation, the Excluded Subsidiaries.

“Excluded Group Net Operating Cash Flow” means, in respect of any period, segment profit or loss (or net income or loss, as applicable) 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 (or net income or loss, as applicable)) non-cash items relating to the Excluded Group and any cumulative changes in GAAP since the date of this Agreement.

“Excluded Subsidiary” means:

(a)                                  the Subsidiaries of TCN listed in Part 3 of Schedule 9 (Excluded Subsidiaries);

(b)                                  any Subsidiary of TCN 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 TCN Group) with an aggregate value of £10,000 or less; and (ii) is not a Guarantor;

(c)                                  any Subsidiary of TCN or, following an Integrated Merger Event, a Subsidiary of the Target Group which is a Project Company;

(d)                                  any member of the Flextech Group; and

(e)                                  following an Integrated Merger Event, any Excluded Target Group Member,

provided that any Excluded Subsidiary  may, at the election of TCN, upon not less than 10 Business Days’ prior written notice to the Facility Agent and, in the case of a member of the Flextech Group, with the prior consent of an Instructing Group, cease to be an Excluded Subsidiary and become a member of the TCN Group.

“Excluded Target Group Member” means any member of the Target Group that is not a Target Group Obligor and has not been designated by TCN as a member of the TCN Group.

“Existing Credit Facility” means the loan agreement dated 16 March 2001 among TCN, the Lead Arrangers party thereto, CIBC World Markets PLC, as Agent, Existing Security Trustee and New Security Trustee, and the Lenders party thereto (each as defined therein), as amended and restated effective 14 July 2004 and as further amended, supplemented or otherwise modified prior to the Closing Date.

“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 Closing Date, details of which are set out in Part 3 of Schedule 10 (Existing Financial Indebtedness).

“Existing Hedge Counterparties” has the meaning given to it in the Principal Intercreditor Deed.

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“Existing Hedge Agreements” has the meaning given to it in the Principal Intercreditor Deed.

“Existing Lease Parties” means Lloyds (Nimrod) Specialist Finance Limited, Leckhampton Finance Limited (formerly known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Leasing (Number 4) Limited) and Lombard Commercial Limited as lessors, The Cable Corporation Limited and The Yorkshire Cable Group Limited as lessees and Lloyds TSB Leasing Limited as agent for the lessors.

“Existing Loan Stock” means the loan stock and redeemable preference shares identified in Part 5 of Schedule 10 (Existing Loan Stock).

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

“Existing Performance Bonds” means each of the performance bonds or similar obligations existing as at the Closing Date, details of which are set out in Part 4 of Schedule 10 (Existing Performance Bonds).

“Expiry Date” means, in relation to any Documentary Credit issued 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 Borrowers 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 two 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.

“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.

“Fee Letters” means the fee letters referred to in Clauses 15.2 (Arrangement and Underwriting Fee), 15.3 (Agency Fee) and 15.5 (L/C Bank Fee).

“Final Maturity Date” means:

(a)                                  in respect of the Revolving Facility, 30 June 2011;

(b)                                  in respect of the A Facility,  30 June 2011;

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

(d)                                  in respect of the C Facility, the day which is 108 months after the date of this Agreement.

“Finance Documents” means:

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

(b)                                  the Fee Letters;

(c)                                  any Ancillary Facility Documents;

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(d)                                  the Security Documents;

(e)                                  the Principal Intercreditor Deed;

(f)                                    each TGD Intercreditor Agreement;

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

(h)                                 any Hedging Agreements entered into with one or more Hedge Counterparties pursuant to Clause 23.9 (Hedging);

(i)                                    the Barclays Intercreditor Agreement;

(j)                                    any other intercreditor agreement entered into by any of the parties hereto, as envisaged by any other Finance Document;

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

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

“Finance Lease” means a lease treated as a capital or finance lease pursuant to applicable accounting standards (including at the date of this Agreement, Statement of Standard Accounting Practice 21).