EX-10.8 5 y47169ex10-8.txt CREDIT AGREEMENT 1 Exhibit 10.8 [CLIFFORD CHANCE LOGO] DATED 30 MAY 2000 NTL COMMUNICATIONS LIMITED AS PARENT NTL BUSINESS LIMITED AS ORIGINAL BORROWER NTL COMMUNICATIONS CORP. AS NTL CC CHASE MANHATTAN PLC AND MORGAN STANLEY DEAN WITTER BANK LIMITED AS ARRANGERS AND JOINT book MANAGERS CHASE MANHATTAN INTERNATIONAL LIMITED AS AGENT AND SECURITY TRUSTEE AND OTHERS L2,500,000,000 CREDIT AGREEMENT RELATING TO THE ACQUISITION OF CABLE & WIRELESS COMMUNICATIONS (HOLDINGS) PLC 2 CONTENTS

CLAUSE PAGE 1. Definitions And Interpretation................................................................ 1 2. The Revolving Facility........................................................................ 49 3. Utilisation Of The Revolving Facility......................................................... 51 4. Payment And Calculation Of Interest On Revolving Advances..................................... 53 5. Incremental Facility.......................................................................... 54 6. Market Disruption And Alternative Interest Rates.............................................. 55 7. Notification.................................................................................. 56 8. Repayment And Reduction Of The Revolving Facility............................................. 56 9. Cancellation And Prepayment................................................................... 57 10. Mandatory Prepayment.......................................................................... 58 11. Taxes......................................................................................... 63 12. Tax Receipts.................................................................................. 65 13. Increased Costs............................................................................... 66 14. Illegality.................................................................................... 68 15. Mitigation.................................................................................... 68 16. Representations............................................................................... 68 17. Financial Information......................................................................... 77 18. Financial Condition........................................................................... 82 19. Covenants..................................................................................... 90 20. Events Of Default............................................................................. 104 21. Guarantee And Indemnity....................................................................... 111 22. Commitment Commission And Fees................................................................ 114 23. Costs And Expenses............................................................................ 116 24. Default Interest And Break Costs.............................................................. 117 25. Borrowers' Indemnities........................................................................ 118 26. Currency Of Account And Payment............................................................... 118 27. Payments...................................................................................... 119 28. Set-Off....................................................................................... 121 29. Sharing....................................................................................... 121 30. The Agent, The Arrangers And The Banks........................................................ 122 31. Assignments And Transfers..................................................................... 127

3 32. Economic And Monetary Union................................................................... 130 33. Additional Borrowers.......................................................................... 131 34. Accession Of Guarantors And The CWC Parent.................................................... 132 35. Calculations And Evidence Of Debt............................................................. 134 36. Remedies And Waivers, Partial Invalidity...................................................... 135 37. Notices....................................................................................... 135 38. Counterparts.................................................................................. 137 39. Amendments.................................................................................... 137 40. Governing Law................................................................................. 138 41. Jurisdiction.................................................................................. 138 Schedule 1 THE BANKS ................................................................................ 140 Schedule 2 FORM OF TRANSFER CERTIFICATE.............................................................. 142 Schedule 3 CONDITIONS PRECEDENT...................................................................... 145 Part A Initial Conditions Precedent........................................................... 145 Part B CWC Holdings Conditions Precedent...................................................... 148 Schedule 4 NOTICE OF DRAWDOWN........................................................................ 149 Schedule 5 EXISTING ENCUMBRANCES..................................................................... 151 Schedule 6 FORM OF COMPLIANCE CERTIFICATE............................................................ 156 Schedule 7 FORM OF BORROWER ACCESSION MEMORANDUM..................................................... 163 Schedule 8 FORM OF GUARANTOR ACCESSION MEMORANDUM.................................................... 165 Schedule 9 CWC ACCESSION MEMORANDUM.................................................................. 168 Schedule 10 ADDITIONAL CONDITIONS PRECEDENT.......................................................... 170 Part A Accession Conditions Precedent......................................................... 170 Part B Security Documentation................................................................. 172 Schedule 11 FORM OF RESIGNATION NOTICE............................................................... 174 Schedule 12 MANDATORY COSTS.......................................................................... 175 Schedule 13 MEMBERS OF THE TARGET GROUP GRANTING SECURITY............................................ 178 Schedule 14 MEMBERS OF THE UK GROUP.................................................................. 182 Schedule 15 UK GROUP PRINCIPAL PROPERTIES............................................................ 184 Schedule 16 FORM OF REPORT ON TITLE.................................................................. 186 4 THIS AGREEMENT is made on 30 May 2000 BETWEEN: (1) NTL COMMUNICATIONS LIMITED, a company incorporated in England and Wales with company number 3521915 (the "PARENT"); (2) NTL BUSINESS LIMITED (FORMERLY NAMED NTL TECHNOLOGIES LIMITED), a company incorporated in England and Wales with company number 3076222 (the "ORIGINAL BORROWER"); (3) NTL COMMUNICATIONS CORP., a company incorporated in Delaware ("NTL CC"); (4) CHASE MANHATTAN PLC and MORGAN STANLEY DEAN WITTER BANK LIMITED as arrangers and joint book managers of the Revolving Facility (the "ARRANGERS"); (5) CHASE MANHATTAN INTERNATIONAL LIMITED as agent for the Banks (the "AGENT"); (6) CHASE MANHATTAN INTERNATIONAL LIMITED as security trustee for the Finance Parties (the "SECURITY TRUSTEE"); and (7) THE BANKS (as defined below). IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 DEFINITIONS In this Agreement: "ACCESSION MEMORANDUM" means a Borrower Accession Memorandum or a Guarantor Accession Memorandum. "ACCOUNTANTS' REPORT" means the report prepared by the Target's accountants, Arthur Andersen, dated 14 February 2000 and splitting the Target's financial statements for its financial years ended 31 March 1997, 31 March 1998 and 31 March 1999 between the CWC ConsumerCo Business and the CWC DataCo Business (as set out in Part A of Appendix 8 of the CWC Circular). "ACQUISITION" means the acquisition by NTL Holdings of the issued share capital of CWC Holdings pursuant to the Transaction Agreement. "ACQUISITION DATE" means the date on which the Acquisition is completed, being a date on or prior to 31 March 2001. "ADDITIONAL BORROWER" means any company which has become an Additional Borrower in accordance with Clause 33 (Additional Borrowers). -1- 5 "ADDITIONAL OBLIGOR" means an Additional Borrower or a Guarantor. "ASSET ADJUSTMENT PAYMENTS" means: (a) a payment made by a member of the Target Group to a company carrying on the CWC DataCo Business, in respect of a transfer of assets from that company carrying on the CWC DataCo Business to such a member of the Target Group; or (b) a payment made by a company carrying on the CWC DataCo Business to a member of the Target Group, in respect of a transfer of assets from such a member of the Target Group to that company carrying on the CWC DataCo Business, in each case in accordance with the terms of the Transaction Agreement and where either Cable & Wireless is obliged to reimburse NTL Holdings in respect of a payment made by a member of the Target Group under paragraph (a) or NTL Holdings is obliged to reimburse Cable & Wireless in respect of a payment received by a member of the Target Group pursuant to paragraph (b). "ASSET PASSTHROUGH" means a series of transactions, commencing with a transaction between NTL UK and a member of the UK Group, which may be followed by one or more similar transactions between various members of the UK Group, and culminating with a similar transaction between a member of the UK Group and a Final Asset Transferee, the purpose of which is to enable NTL UK to indirectly transfer assets to that Final Asset Transferee by way of transfers of those assets to and from (and, if necessary, between) one or more members of the UK Group in such a manner as to be neutral to the UK Group taken as a whole PROVIDED THAT: (a) the consideration payable (if any) by the first member of the UK Group to acquire such assets to NTL UK comprises either (i) cash funded or to be funded directly or indirectly by a payment from the Final Asset Transferee in connection with that series of transactions or (ii) Subordinated Funding; (b) if the Parent (having acquired such assets from NTL UK) transfers them on to another member of the UK Group, the consideration payable by such a member of the UK Group comprises either (i) cash funded or to be funded directly or indirectly by a payment from the Final Asset Transferee in connection with that series of transactions or (ii) Parent Funding; (c) the consideration payable by the Final Asset Transferee is equal to the consideration received or receivable by NTL UK; (d) the consideration payable by each member of the UK Group participating in such a series of transactions is equal in value; (e) all of the transactions comprising such a series of transactions (from and including the transfer of the assets by NTL UK to and including the -2- 6 acquisition of those assets by the Final Asset Transferor) are completed within two Business Days; and (f) upon completion of all of the transactions comprising such a series of transactions, no person (other than another member of the UK Group) has any recourse to any member of the UK Group in relation to such a series of transactions (other than in respect of (i) the Subordinated Funding mentioned in paragraph (a) above and (ii) covenants as to title provided in favour of the Final Asset Transferee on the same terms as such covenants provided in favour of the Initial Asset Transferor in respect of the relevant assets). "ASSIGNED DEBT" means any loan made by the Parent to any other member of the UK Group, where on and after the Pushdown Date the Parent's rights in respect of any such loan which is outstanding on or after the Pushdown Date have been assigned to the Security Trustee pursuant to the Parent Intra-Group Loan Assignment (but without prejudice to the ability to make or repay such a loan prior to the Pushdown Date). "AUTHORISED SIGNATORY" means, in relation to the Parent, the CWC Parent, NTL CC, NTL UK, an Obligor or proposed Obligor, any person who is duly authorised (in such manner as may be reasonably acceptable to the Agent) and in respect of whom the Agent has received a certificate signed by a director or another Authorised Signatory of the Parent, the CWC Parent, NTL CC, NTL UK or, as the case may be, such Obligor or proposed Obligor setting out the name and signature of such person and confirming such person's authority to act. "AVAILABLE COMMITMENT" means, in relation to a Bank at any time and save as otherwise provided herein, its Commitment at such time LESS its share of the amount of the Revolving Advances which are then outstanding and not due for repayment, PROVIDED THAT such amount shall not be less than zero. "AVAILABLE EXCESS CASH FLOW" means, at any time, the aggregate Excess Cash Flow generated in respect of each financial year of the Parent, commencing with the financial year ended 31 December 2003, less the amount of such Excess Cash Flow (in respect of each such financial year) which is required to be used (in respect to such financial year) to prepay the Revolving Loan in accordance with Clause 10.1 (Mandatory Prepayment from Excess Cash Flow). "AVAILABLE FACILITY" means, at any time, the aggregate amount of the Available Commitments adjusted, in the case of any proposed drawdown, so as to take into account: (a) any reduction in the Commitment of a Bank pursuant to the terms hereof; (b) the amount of any Revolving Advance which, pursuant to any other drawdown, is to be made; and (c) the amount of any Revolving Advance which is due to be repaid, -3- 7 on or before the proposed drawdown date. "AVAILABLE WORKING CAPITAL AMOUNT" means, at any time, the then Available Facility less the amount of the Existing Target Indebtedness which remains outstanding at such time. "AVERAGE REVENUE CONTRIBUTIONS" means, in respect of any asset at any time: A + B ----- 2 where: A = the revenue generated by, or attributable (whether in whole or in part) to, such asset during the immediately preceding financial year of the Parent, expressed as a percentage of the aggregate of the consolidated revenue of the UK Group and, prior to the Pushdown Date, the consolidated revenue of the Target Group for such a financial year; and B = the revenue generated by, or attributable (whether in whole or in part) to, such asset during the financial year of the Parent preceding that referred to in A above, expressed as a percentage of the aggregate of the consolidated revenue of the UK Group and, prior to the Pushdown Date, the consolidated revenue of the Target Group for such financial year. "BANK" means any financial institution: (a) named in Schedule 1 (The Banks); or (b) which has become a party hereto as a Bank in accordance with Clause 31.4 (Assignments by Banks) or Clause 31.5 (Transfers by Banks), and which has not ceased to be a party hereto in accordance with the terms hereof. "BCM NOTES" means the 3.5 per cent. convertible loan notes due March 2001 and the 5.0 per cent. convertible loan notes due July 2001, in each case issued by Cable & Wireless Communications (B) Limited. "BORROWER ACCESSION MEMORANDUM" means a memorandum substantially in the form set out in Schedule 7 (Form of Borrower Accession Memorandum). "BORROWERS" means the Original Borrower and each Additional Borrower, PROVIDED THAT such company has not been released from its rights and obligations hereunder in accordance with Clause 33.3 (Resignation of a Borrower). "BUDGET" means a budget delivered by the Parent to the Agent pursuant to Clause 17.5 (Budgets). -4- 8 "BUSINESS DAY" means a day (other than a Saturday or Sunday) which is not a public holiday and on which banks are open for general business in both London and New York. "BUSINESS PLAN" means the financial model including profit and loss accounts, balance sheets and cashflow projections, in the agreed form, relating to the UK Group (for these purposes assuming that the Pushdown has been completed), as set out in annex 16 of the Information Memorandum. "C&W (UK) HOLDINGS" means Cable & Wireless (UK) Holdings plc, a company incorporated in England and Wales (company number 3888319), being (after the Scheme Effective Date) a wholly owned subsidiary of Cable & Wireless. "CABLE & WIRELESS" means Cable & Wireless plc, a company incorporated in England and Wales (company number 238525). "CABLE & WIRELESS DEBT" means Financial Indebtedness owed by any members of the Target Group to Cable & Wireless and certain other members of the CWC DataCo Business. "CABLE & WIRELESS LOAN" means a loan of up to L50,000,000 from CWC Holdings to Cable & Wireless, made in relation to the costs incurred by the CWC ConsumerCo Business in connection with separation of the CWC ConsumerCo Business and the CWC DataCo Business (as provided for in the Transaction Agreement). "CABLE BUSINESS" means: (a) the business of directly or indirectly operating, or owning a license to operate, a cable and/or television and/or telephone and/or telecommunications system or service principally within the United Kingdom and/or in Ireland; and (b) any Cable Related Business. "CABLE RELATED BUSINESS" means a business which directly, or indirectly, owns or provides a service or product used in a Cable Business, including, without limitation, any television programming, production and/or licensing business or any programming guide or telephone directory business or content or software related thereto. "CAPITAL EXPENDITURE" means expenditure on the acquisition or improvement of an asset which would be treated as a capital asset in accordance with generally accepted accounting principles in the United Kingdom. "CAXTON" means Caxton Holdings Limited, a company incorporated in England and Wales (company number 3840888), being (prior to the First Caxton Sale) a wholly owned subsidiary of the Target which, together with its subsidiaries, carries on the CWC DataCo Business. -5- 9 "CERTAIN FUNDS EVENTS OF DEFAULT" means any circumstance constituting an Event of Default under any of the following Clauses: (a) Clause 20.7 (Insolvency and Rescheduling), Clause 20.8 (Winding-up) or, solely in relation to Clause 20.7 (Insolvency and Rescheduling) and Clause 20.8 (Winding-up), Clause 20.10 (Analogous Events), in each case to the extent such relates to NTL CC and/or the Original Borrower; and (b) Clause 20.13 (Illegality). "CERTAIN FUNDS PERIOD" means the period from and including the Execution Date to (and including) the date falling two Business Days after the Acquisition Date. "CHARGED ACCOUNT" means the NTL CC Charged Account or, as the case may be, the NTL Charged Account. "CODE" means the City Code on Takeovers and Mergers. "COMMITMENT" means, in relation to a Bank at any time and save as otherwise provided herein, the amount set opposite its name under the heading "COMMITMENT" in Schedule 1 (The Banks). The Commitments of Morgan Stanley Dean Witter Bank Limited and Morgan Stanley Senior Funding, Inc. shall be determined in accordance with Clause 31.10 (Morgan Stanley Commitment). "COMPLIANCE CERTIFICATE" means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate). "CONFIDENTIALITY UNDERTAKING" means a confidentiality undertaking in the standard form from time to time of the LMA or in such other form as may be agreed between the Relevant Obligor and the Agent. "COURT" means the High Court of Justice of England and Wales. "COURT MEETING" means the meeting of the holders of the shares of Target summoned by the Court and directed to consider and vote on whether to approve the Scheme pursuant to Section 425. "COVENANT GROUP" means NTL CC and any subsidiary of NTL CC which is a holding company of the Parent. "CWC ACCESSION MEMORANDUM" means a memorandum substantially in the form set out in Schedule 9 (CWC Accession Memorandum), by which CWC Holdings will accede hereto as both a Guarantor and the CWC Parent. "CWC CIRCULAR" means the circular to the Target's shareholders dated 14 February 2000 (as supplemented by a circular dated 3 March 2000), relating to the Scheme and the proposed acquisition of the CWC DataCo Business by Cable & Wireless and the CWC ConsumerCo Business by NTL Holdings. -6- 10 "CWC CONSUMERCO BUSINESS" means the residential cable, business cable, indirect residential telephony, residential internet and digital television development and services businesses owned and operated by the Target and its subsidiaries. "CWC CREDIT AGREEMENT" means the credit agreement dated 19 March 1997 (as amended and restated on 31 March 1998) between, among others, the Target and certain financial institutions. "CWC DATACO BUSINESS" means the corporate, business, internet protocol and wholesale operations carried on by the Target and its subsidiaries prior to the First Caxton Sale. "CWC HOLDINGS" means Cable & Wireless Communications (Holdings) plc, a company incorporated in England and Wales with company number 3922682. "CWC HOLDINGS CAPITAL REDUCTION" means the reduction in the share capital of CWC Holdings occurring prior to the Acquisition, such a reduction being confirmed by the Court in accordance with section 135 of the Companies Act 1985. "CWC HOLDINGS INTRA-GROUP LOAN ASSIGNMENT" means the assignment in the agreed form executed or to be executed by CWC Holdings in favour of the Security Trustee, assigning CWC Holding's rights in respect of loans made or to be made by it to the Target and other members of the Target Group. "CWC HOLDINGS SHARE CHARGE" means the share charge in agreed form executed or to be executed by CWC Holdings in favour of the Security Trustee relating to the issued share capital of the Target. "CWC PARENT" means CWC Holdings, once such has acceded hereto as the CWC Parent in accordance with Clause 34.4 (Accession of CWC Parent). "DEBENTURES" means the debentures, in the agreed forms, executed or to be executed in connection herewith, creating first fixed and floating charges over the whole of the assets and undertaking of the entity party thereto as Obligor save to the extent that such assets include: (a) shares or any other interests in or assets of a Project Company; (b) shares in a Target Group Excluded Subsidiary or shares in a UK Group Excluded Subsidiary; (c) shares in Cable Guide Limited; or (d) in respect of CableTel Limited, CableTel Investments Limited, Maza Limited, Northampton Cable Limited and Herts Cable Limited, assets which are used by or the interests in either of the Telecential Partnerships where the terms of the partnership deeds relating thereto prohibit the granting of security over those interests or assets or the granting of such security could reasonably be expected to result in a breach of a fiduciary duty. -7- 11 "DEBT ADJUSTMENT PAYMENTS" means: (a) in the event that the members of the Target Group are found to have had excessive indebtedness as at the Acquisition Date, the payment of cash or the issue of Cable & Wireless shares to NTL Holdings; or (b) in the event that the members of the Target Group are found to have had insufficient indebtedness as at the Acquisition Date, the payment of a sum equal to such an insufficient amount of indebtedness by NTL Holdings to Cable & Wireless, in each case in accordance with the terms of the Transaction Agreement. "DIAMOND NOTES" means the: (a) 13-1/4% senior discount notes due 30 September 2004, with a principal amount at maturity of $285,000,000, issued by Diamond Cable Communications plc; (b) 11-3/4% senior discount notes due 15 December, 2005, with a principal amount at maturity of $531,000,000, issued by Diamond Cable Communications plc; (c) 10-3/4% senior discount notes due 15 February 2007, with a principal amount at maturity of $421,000,000, issued by Diamond Cable Communications plc; (d) 10% senior notes due 1 February 2008 with a principal amount at maturity of L135,000,000, issued by Diamond Holdings plc; and (e) 9-1/8% senior notes due 1 February 2008 with a principal amount at maturity of $110,000,000, issued by Diamond Holdings plc. "DISCLOSURE LETTER" means the letter, in the agreed form, dated on or about the date of this Agreement from the Parent to the Agent (on behalf of the Finance Parties) setting out various matters to be excluded from certain representations and covenants in this Agreement. "DISPUTE" means any dispute referred to in Clause 41 (Jurisdiction). "DORMANT SUBSIDIARY" means, at any time, any subsidiary of the Parent or the CWC Parent which is "dormant" as defined in Section 250(3) of the Companies Act 1985. "EBITDA" has the meaning given to it in Clause 18.3 (Financial Definitions). "EGM" means the extraordinary general meeting of the Target convened to consider and vote on the resolutions necessary to implement the Scheme. "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. -8- 12 "ENCUMBRANCE" means (a) a mortgage, charge, pledge, lien or other encumbrance 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 discharge of any sum owed or payable to any person or (c) any other type of preferential arrangement (including any title transfer and retention arrangement) having a similar effect. "ENVIRONMENTAL CLAIM" means any claim, proceeding or investigation by any person pursuant to any Environmental Law. "ENVIRONMENTAL LAW" means any applicable law in any jurisdiction in which any member of the UK Group (or, prior to the Pushdown Date, the Original Borrower or any member of the UK Group and/or the Target Group) conducts business which relates to the pollution or protection of the environment or harm to or the protection of human health or the health of animals or plants. "ENVIRONMENTAL PERMITS" means any permit, licence, consent, approval and other authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the UK Group (or, prior to the Pushdown Date, the Original Borrower or any member of the UK Group and/or the Target Group) conducted on or from the properties owned or used by the relevant member of the UK Group (or, prior to the Pushdown Date, the Original Borrower or any member of the UK Group and/or the Target Group). "EVENT OF DEFAULT" means any circumstance described as such in Clause 20 (Events of Default). "EXCESS CAPACITY NETWORK SERVICES" means the provision of network services, or agreement to provide network services, by the Original Borrower or a member of the Target Group or a member of the UK Group in favour of one or more of its affiliates where such network services are only provided in respect of the capacity available to the Original Borrower, such member of the Target Group or member of the UK Group in excess of that network capacity it requires to continue to provide current services to its existing and projected future customers and to allow it to provide further services to both its existing and projected future customers in accordance with the Business Plan. "EXCESS CASH FLOW" has the meaning given to it in Clause 18.3 (Financial Definitions). "EXCLUDED CONTRIBUTIONS" means the cash proceeds of any: (a) Financial Indebtedness or equity raised by members of the Covenant Group on or before 31 December 2002, the aggregate amount of which does not exceed L750,000,000 (or its equivalent) and PROVIDED THAT, in the case of any Financial Indebtedness incurred by a member of the Covenant Group, the final maturity date of such Financial Indebtedness is a date falling no earlier than the date twelve months after the Final Maturity Date; -9- 13 (b) equity issued by NTL CC to any other members of the NTL Holding Group, up to an aggregate amount of L25,000,000 (or its equivalent) in any financial year of NTL CC; and (c) Permitted Refinancings. "EXECUTION DATE" means the date of this Agreement. "EXISTING HEDGING" means the Hedging Agreements of members of the Target Group in existence on the Acquisition Date. "EXISTING PERFORMANCE BONDS" means: (a) performance bonds in an aggregate amount of up to L7,100,000 issued by Zurich Re at the request of certain members of the Target Group; (b) performance bonds in an aggregate amount of up to L1,139,199 issued by National Westminster Bank Plc at the request of certain members of the Target Group; and (c) performance bonds in an aggregate amount of up to L2,800,000 issued by National Westminster Bank Plc at the request of certain members of the UK Group. "EXISTING TARGET INDEBTEDNESS" means the Financial Indebtedness of CWC Holdings and each of its subsidiaries outstanding on the Acquisition Date including, without limitation, Financial Indebtedness in respect of: (a) the Yankee Bonds; (b) the Sterling Bonds; (c) the CWC Credit Agreement; (d) the BCM Notes; (e) the Videotron Mortgage; (f) the NatWest Finance Leases; (g) the Vehicle Finance Leases; (h) the Overdraft Facilities; (i) the High Yield Bonds; (j) the Receivables Purchase Facility; (k) the Cable & Wireless Debt; (l) the Existing Hedging; -10- 14 (m) the South Herts Facility; and (n) the TWTV Debt. "FACILITY OFFICE" means, in relation to the Agent, the office identified with its signature below or such other office as it may select by notice and, in relation to any Bank, the office notified by it to the Agent in writing prior to the date hereof (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) or such other office as it may from time to time select by notice to the Agent. "FINAL ASSET TRANSFEREE" means the member of the Group, other than a member of the UK Group, who is the final transferee in respect of a transfer from NTL UK, through one or more members of the UK Group. "FINAL MATURITY DATE" means 30 September 2005. "FINANCE DOCUMENTS" means this Agreement, any Borrower Accession Memorandum delivered hereunder, any Guarantor Accession Memorandum delivered hereunder, the fee letters referred to in Clause 22.5 (Agency and other Fees), the Security Documents, the Security Trust Agreement, the NTL UK Subordination Agreement, the NTL Subordination Agreement, any Subordination Agreement and any other document designated as such by the Agent and the Relevant Obligor. "FINANCE PARTIES" means, at any time, the Agent, the Arrangers, the Security Trustee and the Banks at such time. "FINANCIAL INDEBTEDNESS" means any indebtedness for or in respect of: (a) Indebtedness for Borrowed Money; (b) any documentary or standby letter of credit facility or performance bond facility; (c) any Hedging Agreement (and the amount of the Financial Indebtedness in relation thereto shall be calculated by reference to the mark-to-market valuation of such transaction at the relevant time); and (d) (without double counting) any guarantee or indemnity for any of the items referred to in paragraphs (a) to (c) above. "FINANCIAL QUARTER" has the meaning given to it in Clause 18.3 (Financial Definitions). "FIRST CAXTON SALE" means the transfer, after the Scheme Effective Date, of Caxton by the Target to CWC Holdings, as authorised by the Scheme, such a transfer being made at book value (subject to adjustment under Schedule 19 of the Transaction Agreement), on terms that the price payable by CWC Holdings is left outstanding to the extent that -11- 15 CWC Holdings does not assume at least a corresponding amount of indebtedness of the Target in consideration for the sale of Caxton. "FORCED DRAW" means a utilisation of the Working Capital Facility made as a result of the lenders under the Working Capital Facility exercising their right to require the Parent, in its capacity as the borrower under the Working Capital Facility, to draw an advance thereunder. "FUNDED EXCLUDED SUBSIDIARY" means, in respect of a UK Group Funding Passthrough, a UK Group Excluded Subsidiary or, prior to the Pushdown Date and in respect of a Target Group Funding Passthrough, a Target Group Excluded Subsidiary which: (a) indirectly receives funding from NTL UK (in respect of a UK Group Funding Passthrough) or a member of the NTL Holding Group (in respect of a Target Group Funding Passthrough); and/or (b) by way of dividend or other distribution, loan or payment of interest on or the repayment of the principal amount of any indebtedness owed by it, makes a payment to NTL UK (in respect of a UK Group Funding Passthrough) or a member of the NTL Holding Group (in respect of a Target Group Funding Passthrough). "FUNDING PASSTHROUGH" means either a UK Group Funding Passthrough or a Target Group Funding Passthrough. "GROUP" means NTL Holdings and its subsidiaries for the time being. "GROUP REPRESENTATIVE" means the Original Borrower, acting as representative of the Obligors and as provider of information in relation to members of the UK Group (and, prior to the Pushdown Date, members of the Target Group). "GROUP STRUCTURE CHARTS" means: (a) the structure chart showing (at least) the UK Group and the NTL Holding Group, in the agreed form; and (b) the structure chart showing the Target Group (in a form similar to the structure chart referred to in paragraph (a) above). "GUARANTOR" means any company which has become a Guarantor in accordance with Clause 34 (Accession of Guarantors and the CWC Parent) PROVIDED THAT such company has not been released from its rights and obligations hereunder in accordance with Clause 34.3 (Resignation of a Guarantor). "GUARANTOR ACCESSION MEMORANDUM" means, in respect of the accession of CWC Holdings as a Guarantor, the CWC Accession Memorandum or, in all other cases, a memorandum substantially in the form set out in Schedule 8 (Form of Guarantor Accession Memorandum). -12- 16 "HEDGING AGREEMENT" means an 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 thereof or any other transaction entered into in connection with protection against or benefit from fluctuation in any rate or price. "HEDGING STRATEGY" means the hedging strategy adopted by the Parent from time to time for the sole purpose of hedging the UK Group's (and, adopted by the CWC Parent prior to the Pushdown Date, for the sole purpose of hedging the Target Group's) then existing interest rate or currency risk exposure in connection with its ordinary business acting reasonably and prudently and not for speculative or proprietary trading purposes. "HIGH YIELD BONDS" means: (a) the $256,225,000 11 per cent. senior discount notes due 2005 issued by Cable & Wireless Communications (V) Holdings Limited (formerly known as Videotron Holdings plc) pursuant to an indenture dated 15 August 1995 (as supplemented); (b) the $490,213,555 11.95 per cent. senior discount notes due 2004 issued by Cable & Wireless Communications (B) Limited (formerly known as Bell Cablemedia plc) pursuant to an indenture dated 22 July 1994 (as supplemented); and (c) the $489,115,000 11.875 per cent. senior discount notes due 2005 issued by Cable & Wireless Communications (B) Limited pursuant to an indenture dated 18 September 1995 (as supplemented), PROVIDED THAT the covenants in relation thereto have been fully defeased and the aggregate principal amount of the remaining indebtedness thereunder is less than $3,200,000. "ICTA" means the Income and Corporation Taxes Act 1988. "INCREMENTAL FACILITY" means a facility of up to a maximum aggregate amount of L500,000,000 which may be made available to members of the UK Group following a request by the Parent pursuant to Clause 5 (Incremental Facility). "INDEBTEDNESS FOR BORROWED MONEY" means any indebtedness for or in respect of: (a) moneys borrowed; (b) any amount raised by acceptance under any acceptance credit facility; (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 such instrument issued solely by way of consideration for -13- 17 the acquisition of assets where such an instrument is not issued for the purpose of raising finance); (d) any amount raised pursuant to any issue of shares which are expressed to be redeemable in cash (other than (i) shares redeemable after 31 March 2007 and (ii) redeemable shares issued by way of consideration for the acquisition of assets where such shares are not issued for the purpose of raising finance); (e) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with generally accepted accounting principles in the relevant jurisdiction, be treated as a finance or capital lease; (f) the amount of any liability in respect of any advance or deferred purchase agreement if the primary reason for entering into such agreement is to raise finance; (g) receivables sold or discounted (other than on a non-recourse basis); (h) any agreement or option to re-acquire an asset if the primary reason for entering into such agreement or option is to raise finance; (i) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; and (j) (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above. "INFORMATION MEMORANDUM" means the document concerning the CWC ConsumerCo Business and the UK Group and the Target Group which, at NTL Inc.'s and the Parent's request and on their behalf, was prepared in relation to this transaction and distributed by the Arrangers to selected banks during May 2000 (as the same may be updated on or before the Syndication Date). "INITIAL SECURITY" means the CWC Holdings Share Charge, the CWC Holdings Intra-Group Loan Assignment, the Original Borrower Intra-Group Loan Assignment, the NTL Intra-Group Loan Assignment, the NTL Security Over Cash Agreement and the Original Borrower Security Over Cash Agreement. "INSTRUCTING GROUP" means: (a) before any Revolving Advances have been made, a Bank or Banks whose Commitments amount in aggregate to more than sixty-six and two thirds per cent. of the Total Commitments; and (b) thereafter, a Bank or Banks to whom in aggregate more than sixty-six and two thirds per cent. of the amount of the Revolving Loan is (or, immediately prior to its repayment, was then) owed. -14- 18 "INSURANCE PROCEEDS" means the proceeds of any insurance claim intended to compensate for damage to any asset or interruption of business received by any member of the UK Group or, prior to the Pushdown Date, any member of the Target Group, after deducting: (a) any reasonable out of pocket expenses incurred by any member of the UK Group or, as the case may be, Target Group in relation to such a claim; and (b) proceeds relating to third party claims, which are applied towards meeting such claims. "INTELLECTUAL PROPERTY" means all patents, trade marks, service marks, designs, copyrights, design rights, moral rights, inventions, confidential information, know-how and other intellectual property rights and interests, whether registered or unregistered, and the benefit of all licences, applications and rights to use such intellectual property now or hereafter belonging to any member of the UK Group and, prior to the Pushdown Date, any member of the Target Group. "INTERCREDITOR AGREEMENT" means the agreement dated on or about the Execution Date between the Banks, the lenders under the Working Capital Facility, the Agent, the Working Capital Facility Agent and the Security Trustee, by which the lenders under the Working Capital Facility undertake certain obligations in respect of their rights under the Working Capital Facility. "INTRA-GROUP LOAN ASSIGNMENT" means each assignment in the agreed form executed or to be executed by a member of the NTL Holding Group in favour of the Security Trustee, assigning the assignor's rights in respect of loans made or to be made by it to the Original Borrower or members of the Target Group. "INTRA-GROUP SERVICES" means: (a) the provision of services by a member of the UK Group or, prior to the Pushdown Date, the Original Borrower to a member of the Group, where such member of the Group requires those services to enable it to carry on its business and PROVIDED THAT the consideration for the provision thereof is in the reasonable opinion of the Parent no less than the cost (save in any immaterial respect) incurred by such member of the UK Group or Original Borrower in providing such services; (b) the provisions of services constituted by NTL Group Limited employing personnel, acting as agent to buy equipment or other assets or trade with residential customers on behalf of other members of the Group, where the costs of such employment or purchasing and the costs and revenues generated by such trading are in the reasonable opinion of the Parent reimbursed by or distributed (save in any immaterial respect) to the relevant Group member; and -15- 19 (c) the provision of services constituted by the Original Borrower acting as agent to trade with business customers on behalf of other members of the Group, where the costs and revenues of such trading are in the reasonable opinion of the Parent reimbursed by or distributed (save in any immaterial respect) to the relevant Group Member. "IRELAND" means the Republic of Ireland. "LIBOR" means, in relation to any amount to be advanced to or owing by an Obligor under the Finance Documents on which interest for a given period is to accrue: (a) the percentage rate per annum equal to the offered quotation which appears on the page of the Telerate Screen which displays the British Bankers Association Interest Settlement Rate for sterling (being currently "3750") or the currency of any Unpaid Sum for such period as of 11.00 a.m. on the Quotation Date for such period or, if such page or such service shall cease to be available, such other page or such other service for the purpose of displaying the British Bankers Association Interest Settlement Rate for sterling (or the currency of such Unpaid Sum) as the Agent, after consultation with the Banks and the Relevant Obligor, shall select; or (b) if no quotation for sterling (or the currency of such Unpaid Sum) and the relevant period is displayed and the Agent has not selected an alternative service on which a quotation is displayed, the arithmetic mean (rounded upwards to five decimal places) of the rates (as notified to the Agent) at which each of the Reference Banks was offering to prime banks in the London interbank market deposits in sterling (or the currency of such Unpaid Sum) for such period as of 11.00 a.m. on the Quotation Date for such period. "LICENCES" means each licence which is material to the conduct of the business of any member of the UK Group or, prior to the Pushdown Date, any member of the Target Group. "LMA" means the Loan Market Association. "MANDATORY COST RATE" means the rate determined in accordance with Schedule 12 (Mandatory Costs). "MARGIN" means the percentage rate per annum determined in accordance with Clause 4.3 (Margin Ratchet) to Clause 4.5 (Default Margin). "MATERIAL ADVERSE EFFECT" means: (a) in respect of the Original Borrower only (until such time as it becomes a member of the UK Group), a material adverse effect on (i) the business, operations, property or condition (financial or otherwise) of the Original Borrower or (ii) the ability of the Original Borrower to perform its material obligations under the Finance Documents to which it is a party; and -16- 20 (b) in all other cases, a material adverse effect on (i) the business, operations, property or condition (financial or otherwise) of the UK Group taken as a whole (or, prior to the Pushdown Date, either the UK Group taken as a whole and/or the Target Group taken as a whole) or (ii) the ability of any Obligor to perform its material obligations under the Finance Documents to which it is a party. "MATERIAL COMMERCIAL CONTRACTS" means any commercial agreements entered into by any member of the UK Group or, prior to the Pushdown Date, the Original Borrower or any member of the UK Group and/or the Target Group which are reasonably likely to be material to the business or prospects of, in the case of the Original Borrower, its business or prospects or, in the case of any member of the UK Group, the UK Group taken as a whole (or, prior to the Pushdown Date, either the UK Group taken as a whole and/or the Target Group taken as a whole). "MEETINGS" means each of the Court Meeting and EGM. "NATWEST FINANCE LEASES" means: (a) the two finance leases dated 7 September 1995 (as amended on 6 October 1999) between Cable & Wireless Communications (Leeds) Limited as lessee, NatWest Lessors Limited as lessor and Cable & Wireless Communications Holdings (Leeds) Limited as guarantor; and (b) the two finance leases dated 22 March 1996 (as amended on 6 October 1999) between (among others) Cable & Wireless Communications (South East) Limited as lessee and NatWest Lessors Limited as lessor. "NET AVERAGE REVENUE CONTRIBUTIONS" means, at any time: (a) the aggregate of the Average Revenue Contributions of all assets disposed of by members of the UK Group and, prior to the Pushdown Date, the Target Group under paragraph (g) of the definition of Permitted Disposals, less (b) the aggregate of the estimated Average Revenue Contributions of all assets acquired by members of the UK Group and, prior to the Pushdown Date, the Target Group either in exchange for, or out of the proceeds of the disposal of, assets disposed of under paragraph (g) of the definition of Permitted Disposals (such estimated Average Revenue Contributions to be reasonably agreed between either the CWC Parent or the Parent and the Agent on the basis of the revenues such acquired assets could have reasonably been expected to have generated for the two financial years of the Parent immediately preceding the date of their acquisition, had such assets been owned by the relevant member of the UK Group or Target Group throughout those two financial years). -17- 21 "NEW YORK OFFICE EXPENSES" means, in relation to any financial year of NTL Holdings, the expenses (including taxes) so described and specified in relation to such financial year in the Business Plan. "NOTICE OF DRAWDOWN" means a notice substantially in the form set out in Schedule 4 (Notice of Drawdown). "NOTICE PERIOD" means the period commencing ten Business Days before the proposed date for the making of a Revolving Advance and ending 2.00 p.m. three Business Days before (or, in respect of Revolving Advance to be made hereunder on the Acquisition Date, ending 9.00 a.m. two Business Days before) the proposed date for the making of such a Revolving Advance (or such later time as all of the Banks may agree). "NTL CC" means NTL Communications Corp. "NTL CC CHARGED ACCOUNT" means an account, bearing interest at a commercially reasonable rate in relation to the given circumstances, in the name of NTL CC over which security has been granted in favour of the Security Trustee pursuant to the NTL CC Security Over Cash Agreement, into which members of the UK Group make deposits for the purpose of making Permitted Payments in accordance with paragraph (f) of the definition thereof. "NTL CC NOTES" means, to the extent such have been issued in either the domestic or the international capital markets, the bonds, notes or similar public debt instruments issued by NTL CC and outstanding at the date of this Agreement. "NTL CC SECURITY OVER CASH AGREEMENT" means the assignment and charge in the agreed form executed or to be executed by NTL CC in favour of the Security Trustee, assigning and charging NTL CC's rights in respect of sums deposited in the NTL CC Charged Account. "NTL CHARGED ACCOUNT" means an account, bearing interest at a commercially reasonable rate in relation to the given circumstances, in the name of NTL Inc. over which security has been granted in favour of the Security Trustee pursuant to the NTL Security Over Cash Agreement, into which members of the UK Group or, prior to the Pushdown Date, the Original Borrower or members of the Target Group make deposits for the purpose of making Permitted Payments in accordance with either paragraph (f) or paragraph (g) of the definition thereof. "NTL HOLDING GROUP" means NTL Holdings and the Parent's other holding companies. "NTL HOLDINGS" means NTL Incorporated (formerly named NTL Holdings Incorporated), a company incorporated in Delaware which became the holding company of NTL Inc. with effect from the effective date of the CWC Holdings Capital Reduction. -18- 22 "NTL INC." means NTL (Delaware) Incorporated (formerly named NTL Incorporated), a company incorporated in Delaware. "NTL INTRA-GROUP LOAN ASSIGNMENT" means the assignment in the agreed form executed or to be executed by NTL Inc. in favour of the Security Trustee, assigning NTL Inc.'s rights in respect of loans made or to be made by it to the Original Borrower and members of the Target Group. "NTL SECURITY OVER CASH AGREEMENT" means the assignment and charge in the agreed form executed or to be executed by NTL Inc. in favour of the Security Trustee, assigning and charging NTL Inc.'s rights in respect of sums deposited in the NTL Charged Account. "NTL SUBORDINATION AGREEMENT" means the subordination agreement in the agreed form between NTL Inc. as the lender, the Original Borrower as borrower and the Security Trustee, pursuant to which, whilst sums remain outstanding under the Finance Documents, no payments of interest, repayments of principal or any other payments of any kind can be made in respect of indebtedness owed by the Original Borrower and members of the Target Group to NTL Inc., save for certain Permitted Payments. "NTL TRIANGLE ACCESSION" means the accession of the members of the NTL Triangle Sub-Group as Guarantors in accordance with Clause 34.5 (NTL Triangle Accession). "NTL TRIANGLE SUB-GROUP" means NTL Triangle LLC and its subsidiaries from time to time. "NTL UK" means NTL (UK) Group, Inc., a company incorporated in Delaware. "NTL UK INTRA-GROUP LOAN ASSIGNMENT" means the assignment in the agreed form executed by NTL UK on the Pushdown Date in favour of the Security Trustee, assigning NTL UK's rights in respect of loans made or to be made by it to members of the UK Group. "NTL UK SUBORDINATION AGREEMENT" means the subordination agreement in the agreed form between NTL UK as the lender, the Parent as the borrower and the Security Trustee, pursuant to which, whilst sums remain outstanding under the Finance Documents, no payments of interest, repayments of principal or any other payments of any kind can be made in respect of indebtedness owed by the Parent to NTL UK, save for certain Permitted Payments. "NTLIH" means NTL Investment Holdings Limited, a company incorporated in England and Wales with company number 3173552. "OBLIGORS" means the Borrowers and the Guarantors. "OFTEL" means the Director General of Telecommunications and/or any other successor or other body or authority having, inter alia, the right, function and/or obligation to monitor and enforce compliance with the provisions of licences issued pursuant to the Telecommunications Act 1984. -19- 23 "ORIGINAL BORROWER CHARGED ACCOUNT" means an account, bearing interest at a commercially reasonable rate in relation to the given circumstances, in the name of the Original Borrower over which security has been granted in favour of the Security Trustee pursuant to the Original Borrower Security Over Cash Agreement and into which the Original Borrower Investment is deposited. "ORIGINAL BORROWER INTRA-GROUP LOAN ASSIGNMENT" means the assignment in the agreed form executed or to be executed by the Original Borrower in favour of the Security Trustee, assigning the Original Borrower's rights in respect of loans made or to be made by it to CWC Holdings. "ORIGINAL BORROWER INVESTMENT" means the cash invested by NTL Inc. in the Original Borrower on or before the Acquisition Date, such an investment being made by way of Subordinated Funding. "ORIGINAL BORROWER SECURITY OVER CASH AGREEMENT" means the assignment and charge in the agreed form executed or to be executed by the Original Borrower in favour of the Security Trustee, assigning and charging the Original Borrower's rights in respect of sums deposited in the Original Borrower Charged Account. "ORIGINAL FINANCIAL STATEMENTS" means: (a) in relation to the Parent, its audited consolidated financial statements for its financial year ended 31 December 1998; (b) in relation to the Original Borrower, its audited unconsolidated financial statements for its financial year ended 31 December 1998; (c) in relation to the Target (and insofar as they relate to the CWC ConsumerCo Business), the consolidated financial statements of the Target and its subsidiaries, prepared by its auditors for the financial year ended 31 March 1999 (as set out in the Accountants' Report) and the consolidated financial statements of the Target and its subsidiaries, prepared by its management for the six month period ended 30 September 1999 (as set out in the CWC Circular). "OVERDRAFT FACILITY" means any facility provided by a United Kingdom clearing bank to a member of the Target Group or, as the case may be, a member of the UK Group. "PARENT FUNDING" means: (a) the subscription by the Parent for new equity capital of any other member of the UK Group; and (b) Assigned Debt. "PARENT INTRA-GROUP LOAN ASSIGNMENT" means the assignment in the agreed form executed on the Pushdown Date by the Parent in favour of the Security Trustee, -20- 24 assigning the Parent's rights in respect of loans made or to be made by it to other members of the UK Group. "PARTICIPATING MEMBER STATE" means any member state of the European Union which has adopted the euro as its lawful currency at the relevant time. "PERMITTED ACQUISITIONS" means: (a) the Acquisition or any acquisitions necessary to effect either the issues or transfers of shares referred to in paragraphs (a), (b), (d), (e) and (f) of the definition of the Pushdown; (b) prior to the Pushdown Date, with respect to any member of the Target Group only, any acquisition of (or of any interests in) (A) companies, partnerships, consortia, joint ventures or other arrangements or (B) businesses, licences, revenues or assets PROVIDED THAT: (i) the relevant company, partnership, consortium, joint venture or other arrangement or the acquired business, licence, revenues or asset engages in, or, as the case may be, relates to, a Cable Business; (ii) the acquisition of such an entity or asset is financed solely by equity; (iii) the entity or asset to be acquired has no Financial Indebtedness other than Financial Indebtedness owed to another member of the Target Group; and (iv) the requirements of paragraphs (1), (2) and (3) of paragraph (c)(ii) of this definition are complied with in respect of such acquisition if the total consideration (including, without limitation, deferred consideration and any consideration comprising of the issue of either debt instruments or shares) for such an acquisition either (A) exceeds L80,000,000 (or its equivalent in other currencies) or (B) when aggregated with the consideration (determined in accordance with paragraph (c)(ii) below) arising in respect of all such other acquisitions (save for any acquisitions permitted by paragraphs (a), (d), (f), (h) or (i) of this definition of Permitted Acquisitions) made by members of the UK Group and, prior to the Pushdown Date, members of the Target Group during the then current financial year, exceeds L100,000,000 (or its equivalent in other currencies); (c) with respect to any member of the UK Group at any time, any acquisition of (or of any interests in) (A) companies, partnerships, consortia, joint ventures or other arrangements or (B) businesses, licences, revenues or assets PROVIDED THAT: -21- 25 (i) the relevant company, partnership, consortium, joint venture or other arrangement or the acquired business, licence, revenues or asset engages in, or, as the case may be, relates to, a Cable Business; and (ii) if the total consideration (including, without limitation, assumed debt, deferred consideration and any consideration comprising of the issue of either debt instruments or shares) for such an acquisition either (A) exceeds L80,000,000 (or its equivalent in other currencies) or (B) when aggregated with the consideration (determined as aforesaid) arising in respect of all such other acquisitions (save for any acquisitions permitted by paragraphs (a), (d), (f), (h) or (i) of this definition of Permitted Acquisitions) made by members of the UK Group and, prior to the Pushdown Date, members of the Target Group during the then current financial year, exceeds L100,000,000 (or its equivalent in other currencies): (1) the Parent has provided the Agent with a pro forma business plan (over a period ending at least one year after the Final Maturity Date), together with the key operating assumptions relating thereto, has provided representations to the Finance Parties (in the form agreed by the Agent (acting reasonably) with respect thereto) in relation to such business plan and has confirmed that no Event of Default or Potential Event of Default has occurred and is continuing or would occur following such acquisition; (2) the pro forma business plan demonstrates pro forma compliance with the financial covenants set out in Clause 18 (Financial Condition) until the Final Maturity Date; and (3) the pro forma business plan demonstrates that amounts available for drawdown under the Revolving Facility (following any planned drawdown to finance the contemplated acquisition) and under other financing sources committed to the UK Group are sufficient to meet the UK Group's projected financing needs until the Final Maturity Date (excluding the amount of principal to be repaid in respect of the Revolving Facility on the Final Maturity Date); (d) the incorporation of a company or the acquisition of the shares in a newly incorporated company from its subscribing shareholders, where such a company at all times carries on business in an administrative capacity, supporting the business of either the UK Group and/or the Target Group (as carried on in accordance with Clause 19.31 (Change of Business) or acts as a holding company for a Permitted Acquisition within paragraph (b) or (c) above; -22- 26 (e) the acquisition of no more than 1 per cent. of the issued share capital of any of (i) Cable & Wireless Communications (B) Limited by the Target or (ii) the Target by CWC Holdings, in each case pursuant to a Permitted Issuance; (f) any acquisition made by a member of the UK Group pursuant to the implementation of an Asset Passthrough or a member of either the UK Group or the Target Group pursuant to a Funding Passthrough; (g) any acquisition by any member of the UK Group of the minority shareholdings in Northampton Cable Television Limited and/or Herts Cable Limited; (h) any acquisition of assets as referred to in paragraph (a) of the definition of Asset Adjustment Payments; and (i) any acquisition by an Obligor, a member of the UK Group or, as the case may be, a member of the Target Group pursuant to a Permitted Disposal within paragraphs (f), (h) or (i) of the definition thereof. "PERMITTED COVENANT GROUP INDEBTEDNESS" means any Financial Indebtedness of any member of the Covenant Group: (a) arising under the NTL CC Notes; (b) arising under a Permitted Refinancing; (c) arising under a guarantee or other covenant for payment given in respect of the Working Capital Facility; (d) where such is owed by NTL UK to NTL CC or by NTL CC to any other members of the NTL Holding Group; (e) arising in respect of any letters of credit, performance bonds or guarantees issued at the request of a member of the Group in the ordinary course of its business; (f) incurred after the Execution Date and on or before 31 December 2002 provided that: (i) the aggregate principal amount of such Financial Indebtedness does not exceed L750,000,000; and (ii) the final maturity date of such Financial Indebtedness is a date no earlier than the day falling twelve months after the Final Maturity Date; and (g) incurred on or after 1 January 2003 PROVIDED THAT: (i) the requirements of sub-clauses 18.2.3 and 18.2.4 of Clause 18.2 (UK Group Financial Condition) are satisfied; and -23- 27 (ii) the final maturity date of such indebtedness is a date no earlier than the day falling twelve months after the Final Maturity Date. "PERMITTED DISPOSAL" means any disposal: (a) made in the ordinary and usual course of business; (b) on arm's length commercial terms of an asset by either a member of the UK Group (or, prior to the Pushdown Date, the Target Group) who is not an Obligor; (c) for cash (if the relevant asset has any value) on arm's length commercial terms of any surplus or obsolete assets no longer required for the efficient operation of the business of either the UK Group or, prior to the Pushdown Date, the Target Group or the Original Borrower; (d) of cash, where such a disposal is not otherwise prohibited by the Finance Documents; (e) by way of a realisation of a Permitted Investment; (f) by an Obligor to another Obligor, provided that if the relevant assets are subject to an Encumbrance pursuant to a Security Document, they remain so or become subject to a similar Encumbrance in favour of the Finance Parties in the hands of the acquiring Obligor; (g) on (A) arm's length commercial terms for cash consideration or (B) in exchange for similar assets located in either the United Kingdom or Ireland which the Agent (acting reasonably) determines to be of a comparable or superior quality PROVIDED THAT: (i) in each case the Net Average Revenue Contributions at no time exceed 15 per cent; and (ii) the proceeds of any disposal under (A) of this paragraph (g) are applied in accordance with Clause 10.2 (Mandatory Prepayment from Asset Disposals); (h) of an interest in real property by way of a lease or licence granted by a member of the UK Group (or, prior to the Pushdown Date, a member of the Target Group or the Original Borrower) to a member of the UK Group (or, prior to the Pushdown Date, a member of the Target Group or the Original Borrower); (i) by a member of the UK Group (or, prior to the Pushdown Date, a member of the Target Group) who is not an Obligor to the Original Borrower or another member of the UK Group (or, prior to the Pushdown Date, a member of the Target Group); -24- 28 (j) (by way of share sale) of any UK Group Excluded Subsidiary or any Target Group Excluded Subsidiary (other than Cable & Wireless Communications (B) Limited) (or any interest therein); (k) necessary to effect the transfers of shares referred to paragraphs (d), (e) and (f) of the definition of the Pushdown; (l) (by way of share sale) of NTL Insurance Limited, for fair market value, to any member of the NTL Holding Group; (m) (by way of share sale) of Lanbase Espania SL, for fair market value; (n) of any assets as referred to in paragraph (b) of the definition of Asset Adjustment Payments; and (o) of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough. "PERMITTED ENCUMBRANCE" means: (a) any Encumbrance specified in Schedule 5 (Existing Encumbrances), if the principal amount thereby secured is not increased; (b) any Encumbrance over or affecting any asset acquired by a member of the UK Group after the date hereof and subject to which such asset is acquired, if: (i) such Encumbrance was not created in contemplation of the acquisition of such asset by a member of the UK Group; and (ii) the Financial Indebtedness secured by such Encumbrance at all times falls within paragraph (n) of the definition of Permitted Indebtedness; (c) any Encumbrance over or affecting any asset of any company which becomes a member of the UK Group after the date hereof, where such Encumbrance is created prior to the date on which such company becomes a member of the UK Group, if: (i) such Encumbrance was not created in contemplation of the acquisition of such company; and (ii) the Financial Indebtedness secured by such Encumbrance at all times falls within paragraph (k) or (n) of the definition of Permitted Indebtedness; (d) any netting or set-off arrangement entered into by either any member of the UK Group (or, prior to the Pushdown Date, a member of the Target Group or the Original Borrower) in the normal course of its banking arrangements for the purpose of netting debit and credit balances; -25- 29 (e) any right of set-off or any title transfer or retention of title arrangement entered into by either any member of the UK Group (or, prior to the Pushdown Date, a member of the Target Group or the Original Borrower) in the normal course of its trading activities on the counterparty's standard or usual terms (where such terms reasonably accord with the terms generally adopted in the market to which such a trading activity relates); (f) any lien arising by operation of law or by a contract having a similar effect and in each case arising or entered into in the normal course of business, if such lien is discharged within thirty days of arising; (g) any Encumbrance created pursuant to, arising under or evidenced by the Security Documents; (h) any Encumbrance granted by a member of the UK Group over the shares or other interests it holds in, or over the assets attributable to, a Project Company; (i) any Encumbrance created by any arrangements referred to in paragraph (e) or paragraph (f) of the definition of Indebtedness for Borrowed Money; (j) any Encumbrance arising pursuant to an order of attachment, an injunction restraining the disposal of assets or any similar legal process in each case arising in connection with court proceedings being diligently conducted by a member of the UK Group, a member of the Target Group or the Original Borrower in good faith; (k) any Encumbrance over cash deposited as security for the obligations of a member of the UK Group, a member of the Target Group or the Original Borrower in respect of a performance bond, guarantee, standby letter of credit or similar facility entered into by such a member of the UK Group, member of the Target Group or the Original Borrower in the ordinary course of business; (l) any Encumbrance existing at the date hereof in relation to the Videotron Mortgage, the NatWest Finance Leases, the South Herts Facility (or the South Herts Refinancing Loan) or the Vehicle Finance Leases, for so long as the indebtedness relating to such constitutes Permitted Indebtedness within paragraph (b) of the definition of Permitted Indebtedness; (m) any Encumbrance over assets subject to the Security and securing Financial Indebtedness arising under the Incremental Facility, subject to an intercreditor agreement acceptable to all of the Banks being entered into between the Banks and the lenders under the Incremental Facility; (n) any Encumbrance constituted by a rent deposit deed entered into on arm's length terms and in the ordinary course of business securing the obligations of a member of the UK Group or, prior to the Pushdown Date, a member of the -26- 30 Target Group or the Original Borrower in relation to property leased to a member of the UK Group or, as the case may be, a member of the Target Group or the Original Borrower; (o) any Encumbrance granted by any member of the Target Group prior to the Execution Date in favour of the Target or Cable & Wireless Communications Corporation Limited PROVIDED THAT the indebtedness related thereto has been fully repaid; and (p) any Encumbrance securing Permitted Indebtedness falling within paragraph (n) of the definition of that term. "PERMITTED INDEBTEDNESS" means any Financial Indebtedness: (a) arising under or permitted pursuant to the Finance Documents; (b) in respect of each category of Existing Target Indebtedness listed in paragraphs (a) to (n) of the definition thereof, until such time that the Pushdown Condition in relation to that category of Existing Target Indebtedness should have been satisfied in accordance with Clause 19.18 (Discharge of Existing Target Indebtedness); (c) in respect of Subordinated UK Group Debt or Subordinated Target Group Debt; (d) arising in relation to the implementation of the Hedging Strategy; (e) arising under Permitted Loans and Guarantees; (f) arising under the Incremental Facility; (g) arising under Secured Ancillary Facilities or in relation to any documentary or standby letter of credit facility or performance bond facility made available by a financial institution on an unsecured basis PROVIDED THAT the aggregate indebtedness of all members of the UK Group and, prior to the Pushdown Date, of the Original Borrower and of all members of the Target Group in relation to such facilities and the Secured Ancillary Facilities does not exceed L40,000,000 (or its equivalent); (h) falling within paragraph (e) of the definition of Indebtedness for Borrowed Money ("FINANCE LEASE DEBT") which, when aggregated with any other Finance Lease Debt incurred in reliance on this paragraph (h) by each member of the UK Group (and, prior to the Pushdown Date, each member of the Target Group and the Original Borrower) does not exceed L45,000,000 (or its equivalent); (i) arising in respect of Existing Performance Bonds; -27- 31 (j) in respect of Permitted Overdraft Borrowings PROVIDED THAT the aggregate amount of such Financial Indebtedness does not exceed L20,000,000 (or its equivalent); (k) of any company which becomes a member of the UK Group after the date hereof, where such Financial Indebtedness arose prior to the date on which such company becomes a member of the UK Group; if: (i) such Financial Indebtedness was not created in contemplation of the acquisition of such company; (ii) the aggregate amount of all Financial Indebtedness falling within this paragraph (k) does not exceed L20,000,000 (or its equivalent); and (iii) such Financial Indebtedness is repaid within three months of such company becoming a member of the UK Group; (l) arising under the Working Capital Facility; (m) arising in relation to either an Asset Passthrough or a Funding Passthrough PROVIDED THAT any such Financial Indebtedness is Subordinated UK Group Debt if it is owed by the Parent to NTL UK, Assigned Debt if it is owed by a member of the UK Group to the Parent on and after the Pushdown Date or Subordinated Target Group Debt if it is owed by the Original Borrower or a member of the Target Group to a member of the NTL Holding Group; and (n) not falling within paragraphs (a) to (m) above, of any members of the UK Group or, prior to the Pushdown Date and to the extent such is outstanding at the Acquisition Date, of any members of the Target Group or the Original Borrower PROVIDED THAT the aggregate amount of such Financial Indebtedness does not exceed L20,000,000 (or its equivalent). "PERMITTED INVESTMENTS" means: (a) any debt securities which are readily marketable and which are rated at least "AA" by Standard & Poor's Corporation or "Aa2" by Moody's Investors Services, Inc.; (b) certificates of deposit and deposits with banks and bankers acceptances in each case with a bank rated at least A- (or the equivalent thereof) by Moody's Investors Services, Inc. or Standard & Poor's Corporation; or (c) commercial paper rated at least A-1 (or the equivalent thereof) by Moody's Investors Services, Inc. or Standard & Poor's Corporation. -28- 32 "PERMITTED ISSUANCE" means the allotment and issue of shares in Cable & Wireless Communications (B) Limited, the Target and/or CWC Holdings (representing, in each case, no more than one per cent. of the issued share capital of such companies) pursuant to either: (a) the conversion of any of the BCM Notes or the exercise of options under the Bell Cablemedia plc Savings-Related Share Option Plan 1994, the Bell Cablemedia plc No. 1 Executive Share Option Plan 1994, the NYNEX CableComms Revenue Approved Employee Share Option Plan and/or the NYNEX CableComms Savings-Related Share Option Plan; or (b) the exercise of drag along rights to compulsorily acquire any such shares pursuant to the articles of association of Cable & Wireless Communications (B) Limited, the Target and/or CWC Holdings or the terms attaching to the BCM Notes. "PERMITTED LOANS AND GUARANTEES" means: (a) trade credit or guarantees or indemnities granted in the ordinary course of business on usual and customary terms; (b) loans made by either any member of the UK Group or, prior to the Pushdown Date, any member of the Target Group or the Original Borrower to its employees either (i) in the ordinary course of its employees' employment or (ii) to fund the exercise of share options by its employees; (c) loans made by one Obligor (other than the Parent) to another Obligor; (d) loans made by the Parent to other Obligors where, if such loans are outstanding on or after the Pushdown Date, the indebtedness in respect of such constitutes Assigned Debt; (e) loans made by a member of the UK Group pursuant to either an Asset Passthrough or a Funding Passthrough or by a member of the Target Group or the Original Borrower pursuant to a Funding Passthrough; (f) loans made, prior to the Pushdown Date, by a member of the UK Group to another member of the UK Group; (g) loans made, prior to the date falling five Business Days after the Acquisition Date, by CWC Holdings to other members of the Target Group to allow such to repay Existing Target Indebtedness or to meet working capital requirements; (h) loans made by a member of the UK Group or, prior to the Pushdown Date, a member of the Target Group which is not an Obligor to any other member of the UK Group or, as the case may be, member of the Target Group or the Original Borrower; -29- 33 (i) loans made by a member of the UK Group or, prior to the Pushdown Date, a member of the Target Group or the Original Borrower to a member of the Group, where the proceeds of such a loan are either directly or indirectly used to fund a Permitted Payment; (j) credit granted by any member of the UK Group, any member of the Target Group or the Original Borrower to a member of the Group, where the indebtedness outstanding thereunder relates to Intra-Group Services; (k) loans of up to L17,100,000 by members of the Target Group to Cable & Wireless Communications (South Hertfordshire) Limited; (l) loans of up to an aggregate amount of L5,000,000 (or its equivalent in dollars) made by any Obligor to ntl (B) Limited (formerly Cable & Wireless Communications (B) plc) PROVIDED THAT such loans are used to pay the Existing Target Indebtedness of ntl (B) Limited; (m) loans made to either of the Telecential Partnerships outstanding on the Execution Date or made in accordance with Clause 19.29 (Telecential Partnerships); (n) the Cable & Wireless Loan or other loans arising in connection with the Transaction Agreement; (o) loans made, credit granted and guarantees or indemnities given in an aggregate amount not exceeding L200,000; (p) any loan made out of Available Excess Cash Flow to a UK Group Excluded Subsidiary; and (q) any guarantee or indemnity given by a member of the UK Group or, prior to the Pushdown Date, a member of the Target Group in respect of any Permitted Indebtedness, or other obligation not restricted by the terms of the Finance Documents, of another member of the UK Group or, prior to the Pushdown Date, the Target Group. "PERMITTED OVERDRAFT BORROWINGS" means Financial Indebtedness in respect of an Overdraft Facility if such Financial Indebtedness: (a) has been incurred solely for short term cash management purposes in the ordinary course of business; (b) is fully repaid within three Business Days of it having been incurred (from available funds other than Permitted Overdraft Borrowings); and (c) is not outstanding at any time between the date on which the Pushdown Condition is satisfied and the Pushdown Date. -30- 34 "PERMITTED PAYMENT" means a Restricted Payment which is: (a) made after 31 December 2003 and funded from Available Excess Cash Flow; (b) made, at any time, to fund the payment of New York Office Expenses, the amount of such payments during each financial year of the Parent being no greater than the amount of New York Office Expenses so attributed for that financial year in the Business Plan; (c) made, at any time, to fund the cash payment obligations of any member of the NTL Holding Group in relation to: (i) the NTL CC Notes; (ii) any Permitted Refinancings within either paragraph (a) or paragraph (b) of the definition thereof; (iii) subject to the NTL Triangle Accession having been completed, any Permitted Refinancings with paragraph (d) of the definition thereof; or (iv) any bonds, notes or similar public debt instruments issued by any member of the NTL Holding Group after the date hereof, in either the domestic or the international capital markets, to the extent that the net proceeds thereof have been invested into the UK Group, which, in either case, has fallen due or will fall due within five Business Days; (d) made pursuant to an Asset Passthrough and funded solely from cash generated by entities outside of the UK Group or made available pursuant to a Funding Passthrough and funded solely from cash generated by entities outside of the UK Group and the Target Group; (e) in an amount of up to L2,000,000 made to NTL Inc. to finance payments to be made by NTL Inc. to Cable & Wireless in relation to certain Acquisition overhead costs; (f) deposited in a Charged Account and: (i) represents the proceeds from a payment of interest on Subordinated UK Group Debt, being paid by the Parent to NTL UK and then paid by NTL UK to NTL CC (and, if applicable, by NTL CC to NTL Inc.) in accordance with arrangements the Group has with the Inland Revenue; and (ii) is reinvested in the Parent within ten Business Days of the date of the Restricted Payment, such an investment being by way of Subordinated Funding; -31- 35 (g) deposited in the NTL Charged Account prior to the Pushdown Date where: (i) such a Restricted Payment represents a dividend or other distribution or the payment of interest on or the repayment of the principal amount of any Subordinated Target Group Debt or the granting of a loan by the Original Borrower to NTL Inc.; (ii) such a Restricted Payment is reinvested by NTL Inc. (A) in the Original Borrower by way of Subordinated Funding, (B) in a member of the Target Group subject to or potentially liable to US Federal Income Taxes or whose members or shareholders are liable or potentially liable to US Federal Income Tax in respect of its net income or profits, by way of Subordinated Funding or (C) pursuant to a UK Group Funding Payment in each case made within one Business Day of the date of the Restricted Payment; and (iii) the aggregate amount on deposit in the NTL Charged Account for the purpose of this paragraph (g) at any one time does not exceed L25,000,000 (or its equivalent); (h) made out of the proceeds of an Asset Adjustment Payment referred to in paragraph (b) of the definition thereof received by a member of the Target Group; (i) made by either a member of the Target Group or the Original Borrower, where the proceeds of such a Restricted Payment are to be used by NTL Holdings to make a Debt Adjustment Payment to Cable & Wireless in accordance with paragraph (b) of the definition thereof; (j) made in relation to Intra-Group Services; or (k) made by a member of the Target Group to another member of the Target Group on or before the date falling five Business Days after the Acquisition Date or made by a member of the UK Group to another member of the UK Group on or before the Pushdown Date, and provided in each case that such payment shall only be permitted if and to the extent that no Event of Default has occurred (and is continuing) or would result from the making of such payment. "PERMITTED REFINANCINGS" means any refinancing of: (a) the NTL CC Notes; (b) the Working Capital Facility, by any member of the Covenant Group; (c) the Diamond Notes, by any member of the Covenant Group; or (d) the Triangle Notes, by any member of the Covenant Group, -32- 36 PROVIDED THAT, in each case, the final maturity date of the indebtedness incurred in respect of such refinancing is a date no earlier than the day falling one year after the Final Maturity Date. "POTENTIAL EVENT OF DEFAULT" means any event which would become (with the passage of time, the giving of notice, the making of any determination hereunder or any combination thereof) an Event of Default. "PREPAYMENT ESCROW ACCOUNT" means an account, bearing interest at a commercially reasonable rate in relation to the given circumstances, held with the Agent (or such other financial institution reasonably acceptable to the Agent) in the name of the Parent or, prior to the Pushdown Date, the CWC Parent, over which the Parent or, as the case may be, the CWC Parent has granted or will grant security in favour of the Security Trustee and into which sums are deposited in accordance with Clause 10 (Mandatory Prepayment). "PRINCIPAL PROPERTIES" means, in respect of the UK Group, the properties which are specified in Schedule 15 (UK Group Principal Properties) and, in respect of the Target Group, those of the properties selected by the Agent in accordance with Clause 19.39 (Notification of Target Group Assets). "PROJECT COMPANY" means a subsidiary of the Parent or, prior to the Pushdown Date, the CWC Parent (or a person in which a subsidiary of the Parent, prior to the Pushdown Date, the CWC Parent has an interest), which has a special purpose and whose creditors have no recourse to any member of the UK Group or, any member of the Target Group in respect of any Financial Indebtedness of that person or any of its subsidiaries (other than recourse to any member of the UK Group or, as the case may be, any member of the Target Group who has granted security over its shares or other interest in such a Project Company beneficially owned by it PROVIDED THAT such recourse is limited to the realisation of such security). "PUSHDOWN" means: (a) the release by the Original Borrower of indebtedness owed to it by CWC Holdings and the release by the Security Trustee of the Initial Security and all guarantees and security created in its favour by any member of the Target Group pursuant to Clause 19.17 (Post-Acquisition Date Security) in consideration for the issue by CWC Holdings of preference shares to the Original Borrower, subject to the security referred to in paragraph (h) below being granted on the same day as such release; (b) capitalisation of all intra-group indebtedness owed by CWC Holdings; (c) (if necessary) the issue of preference shares by CWC Holdings to NTL Inc. in consideration for the assignment to CWC Holdings of the benefit of indebtedness owed by members of the Target Group to NTL Inc. and the subsequent contribution of such preference shares to the Original Borrower in -33- 37 consideration for the issue of ordinary shares in the Original Borrower to NTL Inc.; (d) the novation of the obligations of the Original Borrower under this Agreement to NTLIH as consideration for the transfer by the Original Borrower to NTLIH of all the preference shares of CWC Holdings issued to it pursuant to paragraph (a) above; (e) the transfer of the ordinary shares in CWC Holdings held by NTL Holdings to NTL Group Limited, by way of a series of equity contributions between the members of the NTL Holding Group, the Parent, NTLIH and NTL Group Limited; (f) the transfer of the shares in the Original Borrower held by NTL Inc. to NTLIH by way of a series of equity contributions between the members of the NTL Holding Group, the Parent and NTLIH; (g) filing a United States of America "check-the-box" election in respect of the Original Borrower; (h) the granting of the UK Group Security and the Target Group Security by the relevant members of the UK Group and the Target Group to secure NTLIH's (and any other Borrowers') obligations hereunder; (i) the re-registration of CWC Holdings as an unlimited liability company; and (j) the reduction in the share capital by CWC Holdings by way of special resolution cancelling its preferences shares and replacing them with debt. "PUSHDOWN CONDITION" means the completion of all or any of the following steps, such that the Pushdown can be effected without a breach of any Permitted Covenant Group Indebtedness: (a) the repayment in full of the Existing Target Indebtedness; (b) the novation or restructuring of the Existing Target Indebtedness on terms such that there is no surviving recourse to CWC Parent or any of its subsidiaries; (c) the transfer of one or more of the Excluded Target Group Subsidiaries, so that such cease to be subsidiaries of the CWC Parent; and (d) the issuing of an opinion by an independent advisor of NTL CC, confirming that the Pushdown is fair from a financial point of view to NTL CC and the other relevant members of the Group. "PUSHDOWN DATE" means the date upon which the Pushdown is completed. -34- 38 "QUALIFYING LENDER" means: (a) a Bank which is (on the date a payment of interest falls due under a Finance Document) beneficially entitled to and within the charge to United Kingdom corporation tax in respect of that payment PROVIDED THAT the advance in respect of which the payment is made was made by a bank for the purposes of section 349 of ICTA at the time the advance was made; or (b) a Treaty Lender. "QUARTER DATE" has the meaning given to it in Clause 18.3 (Financial Definitions). "QUOTATION DATE" means, in relation to any period for which an interest rate is to be determined under the Finance Documents, the day on which quotations would ordinarily be given by prime banks in the London Interbank Market for deposits in the currency of the relevant sum for delivery on the first day of that period, PROVIDED THAT, if, for any such period, quotations would ordinarily be given on more than one date, the Quotation Date for that period shall be the last of those dates. "RECEIVABLES PURCHASE FACILITY" means the facility made available to certain members of the Target Group pursuant to the receivables purchase agreement dated 31 March 1998 between those members of the Target Group, Cable & Wireless Communications Receivables Limited, Cable & Wireless Communications Services Limited and Bank of America, N.A. "REDUCTION DATE" means each of the dates specified in Clause 8.2 (Reduction). "REDUCTION INSTALMENT" means each instalment for reduction of the Total Commitments referred to in Clause 8.2 (Reduction). "REFERENCE BANKS" means: (a) whilst the financial institutions named in Schedule 1 (The Banks) are the only Banks hereunder, the principal London offices of The Chase Manhattan Bank; and (b) at any other time, the principal London offices of The Chase Manhattan Bank, and the principal London offices of two other Banks agreed between the Agent and the Relevant Obligor on or before the Syndication Date, or such other bank or banks as may from time to time be agreed between the Relevant Obligor and the Agent acting on the instructions of an Instructing Group. "RELEVANT OBLIGOR" means: (a) prior to the accession of CWC Holdings as the CWC Parent in accordance with Clause 34.4 (Accession of CWC Parent), the Original Borrower; -35- 39 (b) after CWC Holdings has acceded hereto as the CWC Parent in accordance with Clause 34.4 (Accession of CWC Parent), but prior to the Pushdown Date, the CWC Parent; and (c) after the Pushdown Date, the Parent. "RELEVANT PERIOD" has the meaning given to it in Clause 18.3 (Financial Definitions). "REPAYMENT DATE" means, in relation to any Revolving Advance, the last day of the Term thereof. "REPEATED REPRESENTATIONS" means each of the representations set out in Clause 16.2 (Status and Due Authorisation), Clause 16.4 (No Immunity), Clause 16.7 (Binding Obligations), Clause 16.9 (No Material Defaults) to Clause 16.11 (Audited Financial Statements), Clause 16.16 (Budgets), Clause 16.21 (Execution of this Agreement), Clause 16.25 (Intellectual Property), Clause 16.26 (Security Interest) and Clause 16.27 (Group Structure). "REPORT ON TITLE" means a report on title given by counsel to an Additional Obligor, substantially in the form set out in Schedule 16 (Form of Report on Title). "RESERVATIONS" means: (a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors, the time barring of claims under any applicable law, the possibility that an undertaking to assume liability for or to indemnify against non-payment of any stamp duty or other tax may be void, defences of set-off or counterclaim and similar principles; (b) anything analogous to any of the matters set out in paragraph (a) above under any laws of any applicable jurisdiction; (c) the reservations in or anything disclosed by any of the legal opinions delivered pursuant to Clause 2.5 (Conditions Precedent) and Schedule 3 (Conditions Precedent) or, as the case may be, Schedule 10 (Additional Conditions Precedent); and (d) any circumstance arising through a failure to obtain any of the consents referred to in Clause 19.15 (Consents and Properties) on or before the execution of the relevant Security Document. "RESIGNATION NOTICE" means a notice substantially in the form set out in Schedule 11 (Form of Resignation Notice). "RESTRICTED GROUP" means each member of the Group, other than each subsidiary of NTL Holdings who is: -36- 40 (a) a member of either the UK Group or, prior to the Pushdown Date, the Target Group; and (b) a Guarantor. "RESTRICTED PAYMENT" means any payment by a member of the UK Group or, prior to the Pushdown Date, the Original Borrower or a member of the UK Group or the Target Group to a member of the Restricted Group by way of dividend or other distribution or the payment of interest on or repayment of the principal amount of any Assigned Debt or Subordinated UK Group Debt or Subordinated Target Group Debt. "REVOLVING ADVANCE" means an advance made or to be made by the Banks under the Revolving Facility. "REVOLVING FACILITY" means the L2,500,000,000 revolving loan facility granted to the Borrowers in this Agreement. "REVOLVING LOAN" means, at any time, the aggregate principal amount of the outstanding Revolving Advances at such time. "ROLLOVER ADVANCE" means a Revolving Advance which is used to refinance a maturing Revolving Advance and which is the same amount as such maturing Revolving Advance and is to be drawn on the day such maturing Revolving Advance is to be repaid. "SCHEME" means the scheme of arrangement under Section 425 in relation to the Target, as detailed in appendix 12 of the CWC Circular (or with such modifications, additions or conditions as may be approved or imposed by the Court). "SCHEME DOCUMENTS" means the CWC Circular, including the notice of the Court Meeting and of the EGM and the resolutions of such Court Meeting and EGM. "SCHEME EFFECTIVE DATE" the date upon which an office copy of the order of the Court sanctioning the Scheme and the cancellation of the Target's shares covered by the Scheme was registered by the Registrar of Companies, being 12 May 2000. "SECOND CAXTON SALE" means the transfer of Caxton by CWC Holdings to C&W (UK) Holdings in part satisfaction of the CWC Holdings Capital Reduction. "SECTION 425" means section 425 of the Companies Act 1985. "SECURED ANCILLARY FACILITIES" means any bank facilities made available to members of the UK Group or, prior to the Pushdown Date, the Original Borrower or members of the Target Group (on normal commercial terms) pursuant to documentation in the agreed form and where the providers of such facilities have each acceded to the Security Trust Agreement as a Secured Ancillary Facilities Provider PROVIDED THAT the aggregate indebtedness of all members of the UK Group and, prior to the Pushdown Date, the Original Borrower or members of the Target Group in respect of Secured Ancillary Facilities at no time exceeds L40,000,000 (or its equivalent). -37- 41 "SECURED ANCILLARY FACILITIES PROVIDER" means a financial institution which has executed a Secured Party Accession Undertaking (as defined in the Security Trust Agreement) and delivered such to the Security Trustee, thereby allowing it to share in the Security. "SECURITY" means the security from time to time constituted by or pursuant to the Security Documents and the guarantees provided hereunder. "SECURITY DOCUMENTS" means the documents constituting the Initial Security, the Target Group Security, the UK Group Security and the NTL CC Security Over Cash Agreement and any other agreement or document pursuant to which any member of the Group creates any security interest in favour of the Finance Parties (or the Security Trustee on their behalf) for all or any part of the obligations of the Obligors or any of them under any of the Finance Documents. "SECURITY TRUST AGREEMENT" means the security trust agreement entered into or to be entered into in connection herewith between, inter alia, the Security Trustee, the Agent and the Banks. "SOUTH HERTS FACILITY" means the facility agreement dated 18 April 1995 between, among others, Cable & Wireless Communications (South Hertfordshire) Limited and Bank of America, N.A. "SOUTH HERTS REFINANCING LOAN" means a loan of up to L17,100,000 from the Target (or other member of the Target Group) to Cable & Wireless Communications (South Hertfordshire) Limited where: (a) such a loan is used by Cable & Wireless Communications (South Hertfordshire) Limited to refinance its existing outstandings under the South Herts Facility; and (b) Cable & Wireless Communications (South Hertfordshire) Limited provides security in respect of its obligations under such a loan, substantially similar to the security provided by it in respect of the South Herts Facility. "STANDARD SECURITIES" means the first ranking fixed security over the Principal Properties located in Scotland given in favour of the Security Trustee. "STATUTORY REQUIREMENTS" means any applicable provision or requirement of any Act of Parliament including the Telecommunications Act 1984, the Cable and Broadcasting Act 1984 and the Cable and the Broadcasting Act 1990 or any instrument, rule or order made under any Act of Parliament or any regulation or by-law of any local or other competent authority or any statutory undertaking or statutory company which has jurisdiction in relation to the carrying out, use, occupation, operation of the properties or the businesses of the Original Borrower or any member of the UK Group (or, prior to the Pushdown Date, the Target Group) carried out thereon. -38- 42 "STERLING BONDS" means the L300,000,000 7.125 per cent. bonds due 2005 and the L200,000,000 7.375 per cent. bonds due 2017, issued by the Target pursuant to trust deeds dated 27 February 1998 between the Target and Royal Exchange Trust Company Limited. "SUBORDINATED FUNDING" means: (a) the subscription by NTL CC or any member of the NTL Holding Group, for new equity capital of either the Parent or, prior to the Pushdown Date, the Original Borrower or the CWC Parent; (b) Subordinated UK Group Debt; and (c) prior to the Pushdown Date, Subordinated Target Group Debt. "SUBORDINATED TARGET GROUP DEBT" means any loan made by any member of the NTL Holding Group to the Original Borrower, CWC Holdings or any other member of the Target Group subject to or potentially liable to US Federal Income Taxes or whose members or shareholders are liable or potentially liable to US Federal Income tax in respect of its net income or profits, where: (a) such a loan has been subordinated to the Revolving Loan pursuant to the NTL Subordination Agreement or any other Subordination Agreement; and (b) the relevant member of the NTL Holding Group has assigned its rights in respect of such a loan to the Security Trustee as security for the obligations of the Obligors under the Finance Documents pursuant to the NTL Intra-Group Loan Assignment (in the case of NTL Inc.) or any other Intra-Group Loan Assignment (in the case of any other member of the NTL Holding Group). "SUBORDINATED UK GROUP DEBT" means any loan made by NTL UK to the Parent, where: (a) such a loan has been subordinated to the Revolving Loan pursuant to the NTL UK Subordination Agreement; and (b) if such a loan is outstanding after the Pushdown Date, NTL UK has assigned its rights in respect of such a loan to the Security Trustee as security for the obligations of the Obligors under the Finance Documents pursuant to the NTL UK Intra-Group Assignment. "SUBORDINATION AGREEMENT" means each subordination agreement in the agreed form executed or to be executed by any member of the NTL Holding Group in favour of the Security Trustee, pursuant to which the indebtedness identified therein owed by the Original Borrower or any member of the Target Group to such member of the NTL Holding Group is subordinated to the obligations of the Obligors under the Finance Documents. -39- 43 "SUBSEQUENT PARTICIPANT" means a member state that adopts the euro as its lawful currency after 1 January 1999. "SYNDICATION DATE" means the earlier of (a) the day specified by the Arrangers, after having given five Business Days' prior notice to the Parent, as the day on which primary syndication of the Revolving Facility is completed and (b) the day falling six months after the date hereof. "TARGET" means Cable & Wireless Communications Limited (company number 3288998). "TARGET GROUP" means CWC Holdings, Target and its direct and indirect subsidiaries (other than the Target Group Excluded Subsidiaries) after the Second Caxton Sale, such comprising the CWC ConsumerCo Business and, for the purpose of Clause 18.1 (Target Group Financial Condition) to Clause 18.3 (Financial Definitions) and any other provisions of this Agreement using the definitions defined in Clause 18.3 (Financial Definitions), the Original Borrower. "TARGET GROUP EXCLUDED SUBSIDIARIES" means: (a) Cable & Wireless Communications (B) Limited, until such time as the BCM Notes are either converted or redeemed; (b) Cable & Wireless Communications (South Hertfordshire) Limited and its subsidiaries, until such time as Cable & Wireless Communications (South Herefordshire) Limited becomes a wholly-owned subsidiary of the CWC Parent; (c) Two Way TV Limited and its subsidiaries; (d) Fawnspring Limited; (e) Cable & Wireless Communications Telephone Equipment Limited; (f) any subsidiary of the CWC Parent which is a Dormant Subsidiary and which (i) has assets with an aggregate value of L10,000 or less and (ii) does not hold a Licence; and (g) any subsidiary of the CWC Parent which is a Project Company, PROVIDED THAT any of such companies shall become a member of the Target Group and cease to be a Target Group Excluded Subsidiary if the CWC Parent and the Agent (acting on the instructions of an Instructing Group, acting reasonably) so agree. "TARGET GROUP FUNDING PASSTHROUGH" means a series of transactions between a member of the NTL Holding Group, one or more members of the Target Group and a Funded Excluded Subsidiary, where such takes place prior to the Pushdown Date and: (a) in the case of funding being provided by a member of the NTL Holding Group to the Funded Excluded Subsidiary, that funding is: -40- 44 (i) first made available by the member of the NTL Holding Group to the CWC Parent by way of Subordinated Funding; (ii) secondly, (if relevant) made available by one or more transactions between members of the Target Group (other than the CWC Parent) and finally made available by a member of the Target Group to the Funded Excluded Subsidiary in all such cases by way of either the subscription for new equity capital, the advancing of loans or capital contribution; or (b) in the case of a payment to be made by the Funded Excluded Subsidiary to a member of the NTL Holding Group, that payment is: (i) first made by the Funded Excluded Subsidiary to a member of the Target Group and thereafter between members of the Target Group (as relevant), by way of dividend or other distribution, loan or payment of interest on or the repayment of the principal amount of any indebtedness owed by such Funded Excluded Subsidiary or relevant Target Group member; and (ii) finally made by a member of the Target Group to the relevant member of the NTL Holding Group by way of dividend or other distribution, loan or the payment of interest on or the repayment of the principal amount of any Subordinated Target Group Debt owed to that member of the NTL Holding Group. "TARGET GROUP SECURITY" means the security constituted by each Debenture, Guarantor Accession Memorandum and any other document pursuant to which a security interest in favour of the Finance Parties is created, in each case executed or to be executed by each member of the Target Group listed in Schedule 13 (Members of the Target Group Granting Security). "TELECENTIAL PARTNERSHIPS" means: (a) Telecential Communications (Herts) Partnership, a partnership between CableTel Limited and CableTel Investments Limited (acting through the Telecential Communications Partnership), Maza Limited and Herts Cable Limited; and (b) Telecential Communications (Northants) Partnership, a partnership between CableTel Limited and CableTel Investments Limited (acting through the Telecential Communications Partnership), Maza Limited and Northampton Cable Television Limited. -41- 45 "TERM" means, save as otherwise provided herein: (a) in relation to any Revolving Advance, the period for which such Revolving Advance is borrowed, as specified in the Notice of Drawdown relating thereto; and (b) in relation to any Unpaid Sum, any of those periods mentioned in Clause 24.1 (Default Interest Periods). "TOTAL COMMITMENTS" means, at any time, the aggregate of the Banks' Commitments. "TOTAL NET CASH FINANCE CHARGES" has the meaning given to it in Clause 18.3 (Financial Definitions). "TRANSACTION AGREEMENT" means the restated agreement dated as of 26 July 1999 between Bell Atlantic Corporation, Cable & Wireless, the Target and NTL Inc. (as amended from time to time before the date of this Agreement). "TRANSFER CERTIFICATE" means a certificate substantially in the form set out in Schedule 2 (Form of Transfer Certificate) or in such other form as may be agreed between the Relevant Obligor and the Agent signed by a Bank and a Transferee under which: (a) such Bank seeks to procure the transfer to such Transferee of all or a part of such Bank's rights, benefits and obligations under the Finance Documents upon and subject to the terms and conditions set out in Clause 31.3 (Assignments and Transfers by Banks); and (b) such Transferee undertakes to perform the obligations it will assume as a result of delivery of such certificate to the Agent as contemplated in Clause 31.5 (Transfers by Banks). "TRANSFER DATE" means, in relation to any Transfer Certificate, the date for the making of the transfer as specified in such Transfer Certificate. "TRANSFEREE" means a person to which a Bank seeks to transfer by novation all or part of such Bank's rights, benefits and obligations under the Finance Documents. "TREATY LENDER" means a Bank which is (on the date a payment falls due under a Finance Document) entitled to that payment under a double taxation agreement in force on that date (subject to the completion of any necessary procedural formalities) without a deduction or withholding for or on account of tax from such a payment. "TREATY ON EUROPEAN UNION" means the Treaty of Rome of 25 March 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on 7 February 1992 and came into force on 1 November 1993). "TRIANGLE NOTES" means the 11.2% senior discount debentures due 15 November 2007, with a principal amount at maturity of $517,300,000, issued by NTL Triangle LLC (formerly known as Comcast UK Cable Partners Limited). -42- 46 "TWTV DEBT" means: (a) a loan in a principal aggregate amount of up to L2,000,000 made available to Two Way TV Limited by certain of its shareholders; and (b) a loan note in a principal amount of up to L536,000 issued to Granada plc by Two Way TV Limited. "UNPAID SUM" means the unpaid balance of any of the sums referred to in Clause 24.1 (Default Interest Periods). "UK GROUP" means: (a) for the purpose of Clause 18.2 (UK Group Financial Condition), Clause 18.3 (Financial Definitions) and any other provisions of this Agreement using the definitions defined in Clause 18.3 (Financial Definitions): (i) the Parent; (ii) Northampton Cable Television Limited and Herts Cable Limited; (iii) Cable & Wireless Communications (South Hertfordshire) Limited; (iv) each of the Parent's direct and indirect subsidiaries from time to time, excluding the UK Group Excluded Subsidiaries (other than Northampton Cable Television Limited, Herts Cable Limited and Cable & Wireless Communications (South Hertfordshire) Limited); and (v) prior to the Pushdown Date, the Target Group (including the Original Borrower); and (b) for all other purposes, the Parent and each of its direct and indirect subsidiaries from time to time other than the UK Group Excluded Subsidiaries. For information purposes only, the members of the UK Group on the Execution Date (as defined by this paragraph (b)) are listed in Schedule 14 (Members of the UK Group). "UK GROUP EXCLUDED SUBSIDIARY" means: (a) any subsidiary of the Parent which is a Dormant Subsidiary and which (i) has assets (save for loans existing on the Execution Date owed to it by other members of the UK Group) with an aggregate value of L10,000 or less and (ii) does not hold a Licence; (b) X-Tant Limited (and its subsidiaries); (c) Northampton Cable Television Limited (until such time as it becomes a wholly owned subsidiary of the Parent); -43- 47 (d) Herts Cable Limited (until such time as it becomes a wholly owned subsidiary of the Parent); (e) any member of the NTL Triangle Sub-Group (until such time as the