RIGHTS AGREEMENTRights Agreement • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York
This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of March 25, 2004 (the “Rights Agreement”), between Telewest Global, Inc., a Delaware corporation (the “Corporation”), and The Bank of New York, a New York trust company (the “Rights Agent”), to purchase from the Corporation at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York time, on March 2, 2014, unless the Rights evidenced hereby shall have been previously redeemed by the Corporation, at the office or offices of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, of par value $.01 per share (the “Preferred Shares”), of the Corporation
FORM OF REGISTRATION RIGHTS AGREEMENT by and among TELEWEST GLOBAL, INC. and THE HOLDERS LISTED ON THE SIGNATURE PAGES HERETO dated as ofRegistration Rights Agreement • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York
TELEWEST COMMUNICATIONS PLC TELEWEST FINANCE (JERSEY) LIMITED IDT CORPORATION FORM OF VOTING AGREEMENTVoting Agreement • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York
This Agreement (as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”) is entered into by (i) Telewest Communications plc (“Telewest” or the “Company”), (ii) Telewest Finance (Jersey) Limited (“Telewest Jersey”) and (iii) IDT Corporation on behalf of itself and each of its subsidiaries (as defined in section 736 of the Companies Act 1985, as amended (the “1985 Act”)) (“IDT”). IDT shall procure that the registered owners of certain shares in the Company vote in connection with a proposed financial restructuring of the Company and Telewest Jersey, the principal terms of which are described in Appendix 1 attached hereto (the “Financial Restructuring”).
FORM OF COMMITMENT LETTERCommitment Letter • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone)
Loan agreement dated 16 March 2001 made between TCN as Facility A Borrower (1), TCN as Facility B Borrower (2), TCN as Facility C Borrower (3), TCN and Telewest Finance Corporation as Facility D Borrowers (4), the Subsidiaries of TCN set out in part A of schedule 1, thereto (5), the Associated Partnerships of TCN set out in part C of schedule 1 thereto (6), BNY Markets Limited, Canadian Imperial Bank of Commerce, London branch, TD Bank Europe Limited, Barclays Capital, Bayerische Hypo-und Vereinsbank AG, Credit Suisse First Boston, Deutsche Bank AG London, The Fuji Bank, Limited, JPMorgan Chase Bank, The Royal Bank of Scotland plc, Salomon Brothers International Limited, West LB AG London branch (formerly Westdeutsche Landesbank Girozentrale), Fortis Bank S.A./N.V. and Bank of America International Limited as Lead Arrangers (7), certain banks and financial institutions described therein as Lenders (8), CIBC World Markets plc and Canadian Imperial Bank of Commerce as Agents (9) and CIBC
THE ROYAL BANK OF SCOTLAND PLC AND TELEWEST COMMUNICATIONS PLC AND TELEWEST COMMUNICATIONS NETWORKS LIMITEDSettlement Deed • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • Surrey
SCHEDULE 6: THE ESCROW AGENT AGREEMENT TELEWEST COMMUNICATIONS PLC TELEWEST FINANCE (JERSEY) LIMITED TELEWEST UK LIMITED TELEWEST GLOBAL, INC. THE BANK OF NEW YORKEscrow Agent Agreement • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • England
TELEWEST COMMUNICATIONS PLC TELEWEST FINANCE (JERSEY) LIMITED TELEWEST GLOBAL, INC. LIBERTY MEDIA INTERNATIONAL, INC. FORM OF VOTING AGREEMENTVoting Agreement • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York
This Agreement (as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”) is entered into by (i) Telewest Communications plc (“Telewest” or the “Company”), (ii) Telewest Finance (Jersey) Limited (“Telewest Jersey”), (iii) Telewest Global, Inc. (“New Telewest”) and (iv) Liberty Media International, Inc. on behalf of itself and each of its affiliates (“Liberty”) which is a beneficial owner of, or has the right to vote and direct the disposition of, certain high yield notes issued under one or more of (a) the Indenture dated as of October 3, 1995 between Telewest and The Bank of New York as trustee relating to the 9.625% Senior Debentures due 2006 of Telewest; (b) the Indenture dated as of February 19, 1999 between Telewest and The Bank of New York as trustee relating to the 5.25% Senior Convertible Notes due 2007 of Telewest; (c) the Indenture dated as of October 3, 1995 between Telewest and The Bank of New York as trust
TELEWEST COMMUNICATIONS PLC TELEWEST FINANCE (JERSEY) LIMITED FORM OF NOTEHOLDER VOTING AGREEMENTNoteholder Voting Agreement • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York
This Agreement (as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”) is entered into by (i) Telewest Communications plc (“Telewest” or the “Company”), (ii) Telewest Finance (Jersey) Limited (“Telewest Jersey”) and (iii) the undersigned noteholder (the “Consenting Noteholder”), which is a beneficial owner of, or has the right to vote and direct the disposition of, certain high yield notes issued under one or more of (a) the Indenture dated as of October 3, 1995 between Telewest and The Bank of New York as trustee relating to the 9.625% Senior Debentures due 2006 of Telewest; (b) the Indenture dated as of February 19, 1999 between Telewest and The Bank of New York as trustee relating to the 5.25% Senior Convertible Notes due 2007 of Telewest; (c) the Indenture dated as of October 3, 1995 between Telewest and The Bank of New York as trustee relating to the 11% Senior Discount Debentures due 2007 of Telewest; (d) the
JPMORGAN CHASE BANK AND TELEWEST COMMUNICATIONS PLC AND TELEWEST COMMUNICATIONS NETWORKS LIMITEDSettlement Deed • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • Surrey
FORM OF RELEASE AGREEMENTRelease Agreement • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York
This Release Agreement (the “Agreement”) is entered into as of this day of March 2004 by and between Eximius Capital Funding, Ltd., Angelo Gordon & Co., L.P., Oaktree Capital Management, LLC, Capital Research and Management Company, Goldentree Asset Management, LP, and W.R. Huff CM, L.L.C., WRH High Yield Partners, L.P., and Qwest Occupational Health Trust (each, a “Plaintiff,” and collectively, “Plaintiffs”), and (i) Telewest Communications plc f/k/a Telewest plc (the “Company”), Anthony Stenham, Charles Burdick, Stephen Cook, Mark Luiz, Denise Kingsmill, Anthony Rice, Stanislas Yassukovich and Adam Singer (each, a “Telewest Defendant”), (ii) Liberty Media Corporation, Liberty Media International, Inc., Liberty UK Holdings, Inc., Liberty UK, Inc., Liberty Twsty Bonds, Inc., John C. Malone, Robert Bennett, Miranda Curtis and Graham Hollis (each, a “Liberty Defendant”), and (iii) IDT Corporation, IDT Venture Capital, Inc., IDT UK Cable, Inc. f/k/a Microsoft UK Cable, Inc. and IDT Cable
FORM OF TRANSFER AGREEMENTTransfer Agreement • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • England
THE BANK OF NEW YORK AND TELEWEST COMMUNICATIONS PLC AND TELEWEST COMMUNICATIONS NETWORKS LIMITEDSettlement Deed • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York
Form of Amendment and Release of Noteholder Voting AgreementVoting Agreement • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone)
TERMINATION AGREEMENTTermination Agreement • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone)
LIBERTY MEDIA INTERNATIONAL, INC., a company incorporated in Delaware, USA whose principal place of business is 12300 Liberty Media Boulevard, Englewood, Colorado 80112 USA (Liberty International) (formerly known as Tele-Communications International, Inc.);
FORM OF LOAN AGREEMENTLoan Agreement • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • Colorado
