Common use of Steps Paper Clause in Contracts

Steps Paper. The Ultimate Parent shall (and it shall procure that each member of the Group shall, as applicable) implement each of the steps required for the consummation of the Merger and reorganisation of the Group in accordance with the Steps Paper and in particular, without limitation to the foregoing provision: (a) on the Merger Closing Date, to implement each of Steps 1 and 2 set out in the page headed “Combination of NTL and Telewest” of the Steps Paper culminating in the structure set out on the page headed “Interim Structure After Step 2; (b) to implement each of the Steps 3 to 10 set out on the pages headed “Post-Combination Restructuring - Second Alternative (Structure 2)” of the Steps Paper, culminating in the structure set out on the page headed “Second Alternative (Structure 2) – Final Structure”, such that all of those steps are completed on the Structuring Date; (c) if the Baseball Effective Date occurs prior to the Structuring Date (and Step V1 and V2 described below can be implemented prior to the Structuring Date), to implement each of the Steps V1 and V2 on the page headed “Acquisition of Virgin Mobile Pre-Restructuring”, culminating in the structure set out on the page headed “After Virgin Mobile Pre-Restructuring”, such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date; and (d) if the Baseball Effective Date occurs after the Structuring Date (or Steps V1 and V2 referred to above cannot be implemented before the Structuring Date) and the provisions of paragraph (b) above have been implemented, to implement each of the Steps 0a and 0b on the page headed “Structure 2 Virgin Mobile Acquisition”, culminating in the structure set out on the page headed “Structure 2 Post-Virgin Mobile Acquisition”, such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date, in each case, with such amendments, variations or modifications as the Ultimate Parent shall deem necessary, provided that no such amendment, variation or modification could reasonably be expected to be materially adverse to the interests of the Lenders.

Steps Paper. The Ultimate Parent shall (and it shall procure that each member of the Group shall, as applicable) implement each of the steps required for the consummation of the Merger and reorganisation of the Group in accordance with the Steps Paper and in particular, without limitation to the foregoing provision: (a) on the Merger Closing Date, to implement each of Steps 1 and 2 set out in the page headed “Combination of NTL and Telewest” of the Steps Paper culminating in the structure set out on the page headed “Interim Structure After Step 2; (b) to implement each of the Steps 3 to 10 set out on the pages headed “Post-Combination Restructuring - Second Alternative (Structure 2)” of the Steps Paper, culminating in the structure set out on the page headed “Second Alternative (Structure 2) – — Final Structure”, such that all of those steps are completed on the Structuring Date; (c) if the Baseball Effective Date occurs prior to the Structuring Date (and Step V1 and V2 described below can be implemented prior to the Structuring Date), to implement each of the Steps V1 and V2 on the page headed “Acquisition of Virgin Mobile Pre-Restructuring”, culminating in the structure set out on the page headed “After Virgin Mobile Pre-Restructuring”, such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date; and (d) if the Baseball Effective Date occurs after the Structuring Date (or Steps V1 and V2 referred to above cannot be implemented before the Structuring Date) and the provisions of paragraph (b) above have been implemented, to implement each of the Steps 0a and 0b on the page headed “Structure 2 Virgin Mobile Acquisition”, culminating in the structure set out on the page headed “Structure 2 Post-Virgin Mobile Acquisition”, such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date, in each case, with such amendments, variations or modifications as the Ultimate Parent shall deem necessary, provided that no such amendment, variation or modification could reasonably be expected to be materially adverse to the interests of the Lenders.

Steps Paper. The Ultimate Parent shall (and it shall procure that each member of the Group shall, as applicable) implement each of the steps required for the consummation of the Merger and reorganisation of the Group in accordance with the Steps Paper and in particular, without limitation to the foregoing provision: (a) on the Merger Closing Date, to implement each of Steps 1 and 2 set out in the page headed “Combination of NTL and Telewest” Telewest of the Steps Paper culminating in the structure set out on the page headed “Interim Structure After Step 2; (b) to implement each of the Steps 3 to 10 set out on the pages headed “Post-Combination Restructuring - Second Alternative (Structure 2)” ) of the Steps Paper, culminating in the structure set out on the page headed “Second Alternative (Structure 2) – Final Structure”, such that all of those steps are completed on the Structuring Date; (c) if the Baseball Effective Date occurs prior to the Structuring Date (and Step V1 and V2 described below can be implemented prior to the Structuring Date), to implement each of the Steps V1 and V2 on the page headed “Acquisition of Virgin Mobile Pre-Restructuring”, culminating in the structure set out on the page headed “After Virgin Mobile Pre-Restructuring”, such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date; and (d) if the Baseball Effective Date occurs after the Structuring Date (or Steps V1 and V2 referred to above cannot be implemented before the Structuring Date) and the provisions of paragraph (b) above have been implemented, to implement each of the Steps 0a and 0b on the page headed “Structure 2 Virgin Mobile Acquisition”, culminating in the structure set out on the page headed “Structure 2 Post-Virgin Mobile Acquisition”, such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date, in each case, with such amendments, variations or modifications as the Ultimate Parent shall deem necessary, provided that no such amendment, variation or modification could reasonably be expected to be materially adverse to the interests of the Lenders.

Steps Paper. The Ultimate Parent shall (and it shall procure that each member of the Group shall, as applicable) implement each of the steps required for the consummation of the Merger and reorganisation of the Group in accordance with the Steps Paper and in particular, without limitation to the foregoing provision: (a) on the Merger Closing Date, to implement each of Steps 1 and 2 set out in on the page headed “"Combination of NTL and Telewest” of the Steps Paper culminating in the structure set out on the page headed “Interim Structure After Step 2; (b) to implement each of the Steps 3 to 10 set out on the pages headed “Post-Combination Restructuring - Second Alternative (Structure 2)” " of the Steps Paper, culminating in the structure set out on the page headed “Second Alternative ("Interim Structure After Step 2) – Final Structure”, " such that all of those steps are completed on the Merger Closing Date, and thereafter: (i) if a negative IRS Ruling is obtained prior to the Structuring Long-Stop Date or the Ultimate Parent so elects, to implement each of Steps 3 to 8 (including, at the Ultimate Parent's option, the alternative Step 6x described therein) set out on the page headed "Post-Combination Restructuring - First Alternative (Structure 1)" of the Steps Paper, culminating in the structure set out on the page headed "First Alternative (Structure 1) - Final Structure (assumes Step 6)" or the structure set out on the page headed "Post-Combination Restructuring - Alternative Step 6x (Structure 1)", such that all such steps are completed on the same Business Day and in any event by no later than 10 Business Days after such negative IRS Ruling is received, or in the case of the Ultimate Parent's election, by no later than the Structuring Completion Date; (cii) if either a positive IRS Ruling or the Structure 2 Opinions are obtained prior to the Structuring Long-Stop Date, at the option of the Ultimate Parent: (1) to deliver a Structure Notice and thereafter to implement each of Steps 3 to 10 (including, at the Ultimate Parent's option, alternative Steps 6Y-10Y described therein) set out on the pages headed "Post Combination Restructuring - Second Alternative (Structure 2)" of the Steps Paper, culminating in the structure set out on the page headed "Second Alternative (Structure 2) - Final Structure", such that all such steps are completed on the same Business Day and in any event, in the case of a positive IRS Ruling, by no later than 10 Business Days after such positive IRS Ruling is received or, in the case of a Structure 2 Opinion, by no later than the Structuring Completion Date; or (2) to implement each of Steps 3 to 8 (including, at the Ultimate Parent's option, the alternative Step 6x described therein) set out on the page headed "Post-Combination Restructuring - First Alternative (Structure 1)" of the Steps Paper, culminating in the structure set out on the page headed "First Alternative (Structure 1) - Final Structure (assumes Step 6)" or the structure set out on the page headed "Post-Combination Restructuring - Alternative Step 6x (Structure 1)", such that all such steps are completed on the same Business Day and in any event, in the case of a positive IRS Ruling, by no later than 10 Business Days after such positive IRS Ruling is received or, in the case of a Structure 2 Opinion, by no later than the Structuring Completion Date; and (iii) if a negative IRS Ruling, a positive IRS Ruling or either of the Structure 2 Opinions are not obtained prior to the Structuring Long-Stop Date, to implement each of Steps 3 to 8 (including, at the Ultimate Parent's option, the alternative Step 6x described therein) set out on the page headed "Post-Combination Restructuring - First Alternative (Structure 1)" of the Steps Paper, culminating in the structure set out on the page headed "First Alternative (Structure 1) - Final Structure (assumes Step 6)" or the structure set out on the page headed "Post-Combination Restructuring - Alternative Step 6x (Structure 1)", such that all such steps are completed on the same Business Day and in any event by no later than the Structuring Completion Date; (b) if the Baseball Effective Date occurs prior to the Structuring Date (and Step V1 and V2 described below can be implemented prior to the Structuring Completion Date), to implement each of the Steps V1 and V2 on the page headed “"Acquisition of Virgin Mobile Pre-Restructuring”", culminating in the structure set out on the page headed “"After Virgin Mobile Pre-Restructuring”", such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date; (c) if the Baseball Effective Date occurs after the Structuring Completion Date (or Steps V1 and V2 referred to above cannot be implemented before the Structuring Completion Date) and the provisions of either sub-paragraphs (a)(i), (a)(ii)(2) or (a)(iii) above have been implemented, to implement each of the Steps 0a and 0b on the page headed "Structure 1 Acquisition of Virgin Mobile", culminating in the structure set out on the page headed "Structure 1 Post Virgin Mobile Acquisition (assumes Step 6)" or the structure set out on the page headed "Structure 1 Post Virgin Mobile Acquisition (assumes Step 6x)", such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date; andor (d) if the Baseball Effective Date occurs after the Structuring Completion Date (or Steps V1 and V2 referred to above cannot be implemented before the Structuring Completion Date) and the provisions provision of sub-paragraph (ba)(ii)(1) above have has been implemented, to implement each of the Steps 0a and 0b on the page headed “"Structure 2 Virgin Mobile Acquisition”", culminating in the structure set out on the page headed “"Structure 2 Post-Post Virgin Mobile Acquisition”", such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date, in each case, with such amendments, variations or modifications as the Ultimate Parent shall deem necessary, provided that no such amendment, variation or modification could reasonably be expected to be materially adverse to the interests of the Lenders." 4. The Facility Agent confirms that the consent of an Instructing Group has been obtained to the amendments to the Bridge Facility Agreement referred to in this Letter. 5. Save as amended by this letter, the Finance Documents remain in full force and effect. 6. This letter may be signed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this letter. 7. This letter is governed by English law.

Steps Paper. The Ultimate Parent shall (and it shall procure that each member of the Group shall, as applicable) implement each of the steps required for the consummation of the Merger and reorganisation of the Group in accordance with the Steps Paper and in particular, without limitation to the foregoing provision: (a) on the Merger Closing Date, to implement each of Steps 1 and 2 set out in on the page headed “"Combination of NTL and Telewest” of the Steps Paper culminating in the structure set out on the page headed “Interim Structure After Step 2; (b) to implement each of the Steps 3 to 10 set out on the pages headed “Post-Combination Restructuring - Second Alternative (Structure 2)” " of the Steps Paper, culminating in the structure set out on the page headed “Second Alternative ("Interim Structure After Step 2) – Final Structure”, " such that all of those steps are completed on the Merger Closing Date, and thereafter: (i) if a negative IRS Ruling is obtained prior to the Structuring Long-Stop Date or the Company so elects, to implement each of Steps 3 to 8 (including, at the Company's option, the alternative Step 6x described therein) set out on the page headed "Post-Combination Restructuring - First Alternative (Structure 1)" of the Steps Paper, culminating in the structure set out on the page headed "First Alternative (Structure 1) - Final Structure (assumes Step 6)" or the structure set out on the page headed "Post-Combination Restructuring - Alternative Step 6x (Structure 1)", such that all such steps are completed on the same Business Day and in any event by no later than 10 Business Days after such negative IRS Ruling is received, or in the case of the Company's election, by no later than the Structuring Completion Date; (cii) if either a positive IRS Ruling or the Structure 2 Opinions are obtained prior to the Structuring Long-Stop Date, at the option of the Borrowers: (1) to deliver a Structure Notice and thereafter to implement each of Steps 3 to 10 (including, at the Company's option, alternative Steps 6Y-10Y described therein) set out on the pages headed "Post Combination Restructuring - Second Alternative (Structure 2)" of the Steps Paper, culminating in the structure set out on the page headed "Second Alternative (Structure 2) - Final Structure", such that all such steps are completed on the same Business Day and in any event, in the case of a positive IRS Ruling, by no later than 10 Business Days after such positive IRS Ruling is received or, in the case of a Structure 2 Opinion, by no later than the Structuring Completion Date; or (2) to implement each of Steps 3 to 8 (including, at the Company's option, the alternative Step 6x described therein) set out on the page headed "Post-Combination Restructuring - First Alternative (Structure 1)" of the Steps Paper, culminating in the structure set out on the page headed "First Alternative (Structure 1) - Final Structure (assumes Step 6)" or the structure set out on the page headed "Post-Combination Restructuring - Alternative Step 6x (Structure 1)", such that all such steps are completed on the same Business Day and in any event, in the case of a positive IRS Ruling, by no later than 10 Business Days after such positive IRS Ruling is received or, in the case of a Structure 2 Opinion, by no later than the Structuring Completion Date; and (iii) if a negative IRS Ruling, a positive IRS Ruling or either of the Structure 2 Opinions are not obtained prior to the Structuring Long-Stop Date, to implement each of Steps 3 to 8 (including, at the Company's option, the alternative Step 6x described therein) set out on the page headed "Post-Combination Restructuring - First Alternative (Structure 1)" of the Steps Paper, culminating in the structure set out on the page headed "First Alternative (Structure 1) - Final Structure (assumes Step 6)" or the structure set out on the page headed "Post-Combination Restructuring - Alternative Step 6x (Structure 1)", such that all such steps are completed on the same Business Day and in any event by no later than the Structuring Completion Date; (b) if the Baseball Effective Date occurs prior to the Structuring Date (and Step V1 and V2 described below can be implemented prior to the Structuring Completion Date), to implement each of the Steps V1 and V2 on the page headed “"Acquisition of Virgin Mobile Pre-Restructuring”", culminating in the structure set out on the page headed “"After Virgin Mobile Pre-Restructuring”", such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date; (c) if the Baseball Effective Date occurs after the Structuring Completion Date (or Steps V1 and V2 referred to above cannot be implemented before the Structuring Completion Date) and the provisions of either sub-paragraphs (a)(i), (a)(ii)(2) or (a)(iii) above have been implemented, to implement each of the Steps 0a and 0b on the page headed "Structure 1 Acquisition of Virgin Mobile", culminating in the structure set out on the page headed "Structure 1 Post Virgin Mobile Acquisition (assumes Step 6)" or the structure set out on the page headed "Structure 1 Post Virgin Mobile Acquisition (assumes Step 6x)", such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date; andor (d) if the Baseball Effective Date occurs after the Structuring Completion Date (or Steps V1 and V2 referred to above cannot be implemented before the Structuring Completion Date) and the provisions provision of sub-paragraph (ba)(ii)(1) above have has been implemented, to implement each of the Steps 0a and 0b on the page headed “"Structure 2 Virgin Mobile Acquisition”", culminating in the structure set out on the page headed “"Structure 2 Post-Virgin Mobile Acquisition”", such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date, in each case, with such amendments, variations or modifications as the Ultimate Parent shall deem necessary, provided that no such amendment, variation or modification could reasonably be expected to be materially adverse to the interests of the Lenders." 3. CLAUSE 25.19 (US BORROWER) OF THE SENIOR FACILITIES AGREEMENT Paragraph (a) of Clause 25.19 (US Borrower) of the Senior Facilities Agreement and the Structure 2 Senior Facilities Agreement shall be deleted in its entirety and replaced by the following: (a) carry on any trade or business, other than the management of its own financial affairs and operations to the extent necessary in connection with the Finance Documents and the acquisition and ownership of the Notes, including without limitation, the opening and maintenance of bank accounts outside of the United Kingdom, the granting of loans or other credit, the borrowing of monies, the making of any distributions, and the payment of fees, costs, taxes and other charges properly incurred by it in the conduct of its operations from time to time, provided always that none of the foregoing activities shall render the US Borrower as resident for tax purposes in the United Kingdom;" 4. CLAUSE 37.2 (ASSIGNMENT OR TRANSFERS BY OBLIGORS)