Exhibit 10.2

EXECUTION VERSION

21 December 2004

£250,000,000

SECOND LIEN FACILITY 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

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

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 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”));

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

(7)           THE ORIGINAL GUARANTORS (as defined below); and

(8)           THE LENDERS (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 18.12 (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 16.1 (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 20.1 (Acceding Guarantors).

“Acceleration Date” means the date on which notice has been served under Clause 21.18 (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

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

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“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 an advance (as from time to time reduced by repayment) made or to be made by the Lenders under the Facility.

“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 US Paying Agent and “Agent” means either of them.

“Ancillary Facility” has the meaning given to such term in the Senior Facilities Agreement.

“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 Make Whole Premium” means an amount equal to the greater of (a) 1% of the amount of the Outstandings to be repaid (the “relevant Outstandings”) and (b) the difference on the proposed prepayment date between (i) an amount equal to the present value of 102% of the relevant Outstandings and any interest that would have accrued on such relevant Outstandings from the proposed prepayment date up to and including the last day of the Non-Call Period computed using a discount rate equal to the Gilt Rate plus 0.50% and (ii) the principal amount of the relevant Outstandings.

“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 Commitment” means, in relation to a Lender and a particular Borrower, at any time and save as otherwise provided in this Agreement, its Commitment in relation to that Borrower 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 Commitment in respect of that Borrower, in each case, pursuant to the terms of this Agreement.

“Available Facility” means, at any time, the aggregate amount of each Lender’s Available Commitment.

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“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.

“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 7.3 (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 20.1 (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 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 in respect of that Advance or Unpaid Sum, had the amount so received been paid on the last day of that Interest Period;

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 London 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.

“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 16.2 (Budget).

“Business Day” means a day (other than a Saturday or Sunday) on which (a) banks generally are open for business in London.

“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 17.2 (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 19.9 (Joint Ventures) or 19.13 (Acquisitions and Investments); and

(c)           any such expenditure made with Equity Proceeds or the Net Proceeds of any Financial Indebtedness in accordance with Clauses 7.5 (Repayment from Debt Proceeds) and Clauses 7.6 (Repayment from Equity Proceeds) respectively which are contributed to the TCN Group in accordance with Clause 18.16 (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 17.1 (Ratios), Capital Expenditures shall also exclude the aggregate amount of all Capital Expenditures for the relevant period in excess of the cash portion

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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 17.2 (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.

“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 31 (Assignments and Transfers).

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“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 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 and a particular Borrower, 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 (The Facility)) 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.

“Compliance Certificate” means:

(a)           in the case of a Compliance Certificate required to be delivered under paragraph (a) of Clause 16.4 (Compliance Certificates), a certificate substantially in the form set out in Part 1 of Schedule 8 (Form of Quarterly Compliance Certificate); or

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(b)           in the case of a Compliance Certificate required to be delivered under paragraph (b) of Clause 16.4 (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 11.1 (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 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;

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(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);

(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

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(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 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 18.16 (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;

(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

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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 thereof, (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 Senior 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 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 19.3 (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 7.4 (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 £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

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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 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 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 Senior 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 Senior 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-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

17

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).

“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.

“Documentary Credit” has the meaning given to such term in the Senior Facilities Agreement.

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“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.

“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 ▇▇▇▇▇’▇.

“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;

(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;

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(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 Facility or (ii) contractually subordinated to the Facility, 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.

“Event of Default” means any of the events or circumstances described as such in Clause 21 (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 Consolidated Total Debt made in such financial year (other than voluntary prepayments applied in repayment of the 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;

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(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.

“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).

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

“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

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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 10.1 (Arrangement and Underwriting Fee) and 10.2 (Agency Fee).

“Final Maturity Date” means the date falling 114 months after the date of this Agreement, provided that if such day is not a Business Day, the Final Maturity 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).

“Finance Documents” means:

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

(b)           the Fee Letters;

(c)           the Security Documents;

(d)           the Principal Intercreditor Deed;

(e)           each TGD Intercreditor Agreement;

(f)            following an Integrated Merger Event, any other intercreditor agreement that is entered into with, amongst others, members of the Target Group;

(g)           any Hedging Agreements entered into with one or more Hedge Counterparties pursuant to Clause 18.9 (Hedging);

(h)           the Barclays Intercreditor Agreement;

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

(j)            any other agreement or document entered into or executed by a member of the TCN 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 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).

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

“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.

“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 principal portion 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, including, without limitation, pursuant to any securitisation programme or receivables factoring transaction referred to in paragraph (g) of Clause 19.6 (Disposals));

(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 150 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) required to be accounted for as Indebtedness in accordance with GAAP;

(h)           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 Facility);

(i)            guarantees, bonds, standby letters of credit of other instruments issued in connection with the performance of contracts to the extent that the same are treated as borrowings in accordance with GAAP;

(j)            the Derivatives Termination Value in respect of Currency Hedging Agreements;

(k)           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 other financial institution; or

(l)            the amount of any liability in respect of any guarantee or indemnity for any Financial Indebtedness of another Person referred to in paragraphs (a) to (k) above.

“Financial Officer” means the Chief Financial Officer, the Group Treasurer or the Group Financial Controller, in each case, of TCN or of the TCN Group, or any similar officer of TCN or of the TCN Group.

“Financial Quarter” means the period commencing on the day immediately following any Quarter Date and ending on the next succeeding Quarter Date.

“Flextech Assets” means cash or assets generated by or attributable to one or more members of the Flextech Group, provided always that cash or other assets lent or contributed by any member of the Core Group shall not constitute cash or assets so generated or attributable.

“Flextech Disposal” means any sale, transfer, demerger, contribution, distribution, spin-off or other disposal of any or all of the members and/or assets of the Flextech Group.

“Flextech Group” means each of the companies listed in Part 2 of Schedule 9 (Members of the Flextech Group), for so long as they remain a member of the Group and have not, at the option of TCN, been designated as members of the TCN Group, together with any other persons acquired, organised or otherwise invested in, directly or indirectly, by any current or future member of such

23

group, together with their respective successor and assigns in accordance with any relevant provisions of this Agreement.

“Foreign Pension Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by any member of the Group for the benefit of employees of any member of the Group residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“GAAP” means, in relation to the preparation of the Original Financial Statements, accounting principles generally accepted in the United Kingdom and otherwise, accounting principles generally accepted in the United States of America.

“Gilt Rate” means, as at any prepayment date, the weekly average yield to maturity as of such prepayment date on actually traded United Kingdom government securities denominated in Sterling with a fixed maturity most nearly equal to the period from such prepayment date to the end of the Non-Call Period adjusted to a fixed maturity of one year.

“Group” means the Ultimate Parent and its Subsidiaries from time to time including, following a Merger Event, each member of the Target Group (for as long as it remains a Subsidiary of the Group).

“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 Utilisation) or any updated group structure chart which is delivered to the Facility Agent pursuant to Clause 18.15 (Group Structure Chart) from time to time.

“Guaranteed Parent Debt” means any Telewest Global Debt in respect of which any TCN Group Obligor incurs Financial Indebtedness pursuant to a guarantee of such Financial Indebtedness.

“Guarantors” means the Original Guarantors upon its accession hereto pursuant to Clause 20.1 (The US Borrower), the US Borrower, 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 37.5 (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 Senior Lender or Affiliate thereof which is a party to a Hedging Agreement entered into for the purposes of Clause 18.9 (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.

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

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“Increased Cost” means:

(a)           any reduction in the rate of return from the 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).

“Information Memorandum” means the information memorandum dated November 2004 approved by TCN concerning the Ultimate Parent, Telewest UK and the TCN Group which, at the request of TCN and on its behalf, was prepared in relation to the Facility and Senior Facilities and the business, assets, financial condition and prospects of the Group and which was made available by the Mandated Lead Arrangers to selected banks and other institutions for the purpose of syndication of the Facility and Senior 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 Facility under this Agreement, a Lender or group of Lenders whose Available Commitments amount in aggregate to more than 66 2/3% of the Available Facility; 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,

in each case calculated taking account of those Lenders who have actually given their instructions and those who, not having done so, are deemed to have done so pursuant to Clause 37.7 (Deemed Consent).

“Integrated Merger Event” means the designation by TCN of an Integrated Merger Event and the notification to the Facility Agent pursuant to Clause 18.19 (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 TCN to better integrate the businesses of the TCN Group and the businesses of the Target Group.

“Integrated Merger Projected Debt Coverage Ratio” means the ratio of (a) the projected Consolidated TCN Group Cash Flow for the 12 month period commencing on the relevant date of determination to (b) projected Consolidated Debt Service of the TCN Group for such period, 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 TCN Group (as constituted immediately prior to the proposed effective date of

25

the Integrated Merger Event) plus (without double counting) (B) Pro Forma Target Group Senior Debt, to (ii) the aggregate of (A) Consolidated TCN Group Net Operating Cash Flow plus (B) Target Group Net Operating Cash Flow, in each case, calculated on an annualised basis for each Semi-Annual Period ended on the most recent Quarter Date for each of the TCN 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) Consolidated TCN Group Cash Flow calculated on an annualised basis for the Semi-Annual Period ending on the most recent Quarter Date for the TCN 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 to the proposed effective date of the Integrated Merger Event to (ii) (A) Consolidated Debt Service of the TCN Group adjusted on a pro forma basis to include any Total Interest Charges payable by the TCN Group (as constituted immediately prior to the Integrated Merger Event) with respect to Financial Indebtedness of such TCN Group as at the close of business on the proposed effective date of the Integrated Merger Event for such Semi-Annual Period (calculated on an annualised basis) of the TCN Group plus (without  double counting)  (B) Pro Forma Debt Service of Target.

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

“Interest Period” means, save as otherwise provided in this Agreement, any of those periods mentioned in Clause 8.1 (Interest Periods).

“Interest Rate Agreements” means one or more Hedging Agreements consisting of interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, captions, collars and similar arrangements) and/or other similar agreements or arrangements designed to manage fluctuations in interest rates, including cross-currency swap arrangements designed primarily to manage any such fluctuations.

“Intra-Group Services” means, as between one or more members of the TCN Group and one or more members of the Flextech Group:

(a)           the sale of programming or other Content by any such member(s) of the Flextech Group to one or more members of the TCN Group;

(b)           the lease or sublease of office space, other premises or equipment by one or more members of the TCN Group to one or more members of the Flextech Group or by one or more members of the Flextech Group to one or more members of the TCN Group;

(c)           the provision or receipt of other services, facilities or other arrangements (in each case not constituting Financial Indebtedness) in the ordinary course of business, including, without limitation, the employment of personnel, provision of employee healthcare or other benefits, acting as agent to buy equipment, other assets or services or to trade with residential or business customers, the provision of audit, accounting, banking, IT, telephony, office, administrative, compliance, payroll or other similar services; or

(d)           the extension, in the ordinary course of business and on terms no less favourable to the relevant member of the TCN Group than arms’ length terms, by or to any member of the TCN Group to or by any such member of the Flextech Group of trade credit not constituting Financial Indebtedness in relation to the provision or receipt of Intra-Group Services referred to in paragraphs (a), (b) or  (c) above,

26

in the case of paragraphs (a) to (c) inclusive, provided that (i) any consideration receivable by the relevant member of the TCN Group in respect of any such Intra-Group Services provided by it is no less than Cost and (ii) any consideration payable by the relevant member of the TCN Group in respect of any such Intra-Group Services received by it is no more than fair market value.

“Jersey Obligors” means each of the companies identified as such in Schedule 2 (Original Guarantors).

“Joint Venture” means any joint venture, partnership or similar arrangement between any member of the TCN Group and any other person which is not a member of the TCN Group.

“Joint Venture Group” means any Joint Venture and its Subsidiaries.

“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.

“Legal Opinions” means any of the legal opinions referred to in paragraph 8 of Part 1 to Schedule 4 (Conditions Precedent to 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 20 (Accession: US Borrower; Guarantors), respectively.

“Lender” means a person 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 31 (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 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 Sterling for such period at or about 11.00 am on the Quotation Date for such period.

“Long Range Plan” means the long range business plan for the TCN Group as approved by the board of directors of the Ultimate Parent on 8 September 2004.

“Margin” means 4.00% per annum.

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“Marketable Securities” means any security which is listed on any publicly recognised stock exchange which is rated at least AA by Standard & Poor’s or Aa2 by ▇▇▇▇▇’▇ 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 TCN Group by way of consideration for any disposal permitted under Clause 19.6 (Disposals).

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

(a)           the financial condition, assets or business of the Obligors (taken as a whole); or

(b)           the ability of any Obligor to perform and comply with its payment or other material obligations under any Finance Document (taking into account the resources available to such TCN Group Obligor from any other member of the TCN Group or the Flextech Group (while it remains a member of the Group)).

“Material Subsidiary” means, at any time, a member of the TCN Group whose contribution to Consolidated Annualised TCN Group Net Operating Cash Flow (on a consolidated basis if it has Subsidiaries) represents at least 5% of the Consolidated Annualised TCN Group Net Operating Cash Flow.

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

“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 TCN 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 Facility.

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

(a)           either:

(i)            TCN 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;

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(b)           save as permitted pursuant to the proviso to Clause 18.12 (Further Assurance), such members of the Target Group who are to become members of the TCN Group upon the Integrated Merger Event shall have acceded to this Agreement as Acceding Guarantors pursuant to Clause 20.1 (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) Consolidated TCN Group Net Operating Cash Flow 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 Net Operating Cash Flow for the most recent Financial Quarter 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 second ranking security interests for the benefit of the Lenders 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 £3,000,000 (or its equivalent in other currencies) without the prior consent of an Instructing Group (not to be unreasonably withheld or delayed)) on terms substantially similar to the relevant Security Documents executed by members of the TCN 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 (excluding, for the avoidance of doubt, any second lien Financial Indebtedness) and ranking pari passu with the obligations under this Agreement does not exceed £2,425,000,000 (or its equivalent in other currencies);

(b)           there is no decrease in the credit ratings of the Facility and the Senior Facilities assigned by Standard and Poor’s and ▇▇▇▇▇’▇ 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 TCN 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

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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;