PRIVATE AND CONFIDENTIAL To: NTL Incorporated; andPrivate and Confidential • March 6th, 2006 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York
Pursuant to paragraph 20 of the commitment letter dated 14 December 2005 from the Initial MLAs and the Initial Underwriters (as each such term is defined below) to yourselves (the “Original Commitment Letter”), and by its signature hereto, each of the parties to this letter hereby agrees to amend and replace the Original Commitment Letter with this letter, but without prejudice to any Accession Notice entered in connection with the Original Commitment Letter (each, an “Existing Accession Notice”) which shall remain in full force and effect as if entered into in connection with this letter. In accordance with the provisions of paragraph 20, the Initial MLAs confirm that they have received the consent of those Underwriters whose commitments aggregate to not less than 662/3% of the total commitments under the Senior Facilities and those Underwriters whose commitments aggregate to not less than 50.1% of the total commitments under the Bridge Facility (in each case, calculated immediately p
FIRST SUPPLEMENTAL WARRANT AGREEMENTFirst Supplemental Warrant Agreement • March 6th, 2006 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York
FIRST SUPPLEMENTAL WARRANT AGREEMENT (this “Supplemental Warrant Agreement”) dated as of March 3, 2006, among NTL Incorporated, a Delaware corporation formerly known as Telewest Global, Inc. (“New NTL”), NTL Holdings Inc., a Delaware corporation formerly known as NTL Incorporated (“Old NTL”), The Bank of New York, a New York banking corporation, as the successor Warrant Agent (the “Warrant Agent”) and Continental Stock Transfer and Trust Company, a New York banking corporation (the “Original Warrant Agent”).
