RIGHTS AGREEMENTRights Agreement • April 28th, 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
TRANSFER AGREEMENT2004 • April 28th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone)
TELEWEST COMMUNICATIONS PLC TELEWEST FINANCE (JERSEY) LIMITED TELEWEST GLOBAL, INC. LIBERTY MEDIA INTERNATIONAL HOLDINGS, LLC (FORMERLY LIBERTY MEDIA INTERNATIONAL, INC.) VOTING AGREEMENTVoting Agreement • April 28th, 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 Holdings, LLC. 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
TERMINATION AGREEMENTTermination Agreement • April 28th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone)
FORM OF WAIVER AND AGREEMENT LETTERForm of Waiver and Agreement Letter • April 28th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • England
