Exhibit 10.1
SENIOR GUARANTEE
For value received, each of the undersigned (the "Senior Guarantors"),
to the extent set forth in and subject to the terms of the Indenture, dated
as of April 13, 2004, among NTL Cable PLC, a public limited company
organized under the laws of England and Wales (the "Issuer"), NTL
Incorporated, a Delaware corporation (formerly known as Telewest Global,
Inc.), NTL Holdings Inc., a Delaware corporation (formerly known as NTL
Incorporated), NTL (UK) Group, Inc., a Delaware corporation, NTL
Communications Limited, a limited company organized under the laws of
England and Wales, NTL Investment Holdings Limited, a limited company
organized under the laws of England and Wales ("NTLIH" or the "Senior
Subordinated Subsidiary Guarantor"), and The Bank of New York, as trustee
(the "Trustee"), as amended or supplemented from time to time (the
"Indenture"), hereby jointly and severally with one another and with the
Senior Subordinated Subsidiary Guarantor irrevocably and unconditionally
guarantees to each Holder and to the Trustee and its successors and assigns
(1) the full and punctual payment when due, whether at Stated Maturity, by
acceleration, by redemption or otherwise, of all obligations of the Issuer
under the Indenture (including obligations to the Trustee) and the Notes,
whether for payment of principal of or interest on or premium or Special
Interest, if any, on the Notes and all other monetary obligations of the
Issuer under the Indenture and the Notes and (2) the full and punctual
performance within applicable grace periods of all other obligations of the
Issuer whether for fees, expenses, indemnification or otherwise under the
Indenture and the Notes (all the foregoing being hereinafter collectively
called the "Guaranteed Obligations"). Each Senior Guarantor further agrees
that the Guaranteed Obligations may be extended or renewed, in whole or in
part, without notice or further assent from such Note Guarantor, and that
such Note Guarantor shall remain bound under this Guarantee notwithstanding
any extension or renewal of any Guaranteed Obligation.
The obligations of each Senior Guarantor to the Holders and to the
Trustee pursuant to this Guarantee and the Indenture, are expressly set
forth in Article 11 of the Indenture, and reference is hereby made to the
Indenture, for the precise terms and limitations of this Guarantee. Each
Holder of the Note to which this Guarantee is endorsed, by accepting such
Note, agrees to and shall be bound by such provisions.
Each Senior Guarantee will be limited to an amount not to exceed the
maximum amount that can be guaranteed by such Senior Guarantor without
rendering such Senior Guarantee voidable under applicable law relating to
ultra vires, fraudulent conveyance, fraudulent transfer, corporate benefit
or similar laws affecting the rights of creditors generally.
[Signatures on following page]
IN WITNESS WHEREOF, each Senior Guarantor has caused this Guarantee to
be signed by a duly authorized officer, on October 30, 2006.
NTL HOLDINGS INC.
By: /s/ Bryan Hall
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Name: Bryan Hall
Title: Secretary
NTL (UK) GROUP, INC.
By: /s/ Robert Mackenzie
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Name: Robert Mackenzie
Title: Director
NTL COMMUNICATIONS LIMITED
By: /s/ Robert Mackenzie
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Name: Robert Mackenzie
Title: Director
NTL INCORPORATED
By: /s/ Bryan Hall
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Name: Bryan Hall
Title: Secretary
NTL:TELEWEST LLC
By: /s/ Bryan Hall
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Name: Bryan Hall
Title: Secretary