NTL Incorporated Announces Launch of Consent Solicitation for 2004 Senior Notes.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- NTL NTL Nevertheless NTL National Transportation Library NTL Norsk Tjenestemannslag NTL National Training Laboratories NTL Never Too Late NTL Nothing to Lose NTL National Training Laboratory NTL None the Less NTL Number Theory Library Incorporated (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : NTLI) announced today that its subsidiary, NTL Cable PLC, has commenced a consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with in respect of all of its outstanding 9.75% Senior Notes due 2014 (Sterling-denominated), 8.75% Senior Notes due 2014 (U.S. Dollar-denominated) and 8.75% Senior Notes due 2014 (Euro-denominated), which were issued in 2004 (the "2004 Notes"). The consent solicitation is being made pursuant to a Consent Solicitation Statement (the "Statement"), which sets forth a more detailed description of the consent solicitation. The consent solicitation will expire at 5:00 p.m. (New York time) on October 4, 2006, unless extended. In connection with the refinancing Refinancing An extension and/or increase in amount of existing debt. of a portion of the cash consideration used in the merger of the former parent company of the group, NTL Holdings Inc., with and into Telewest Global, Inc., to form the current parent company, NTL Incorporated, NTL Cable PLC issued notes (the "2006 Notes") under an Indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. dated July 25, 2006. NTL Cable PLC is soliciting the consent of holders of the 2004 Notes to conform the reporting obligations under the 2004 Notes Indenture to the reporting obligations under the 2006 Notes Indenture. Other amendments are also being proposed to reflect the new ultimate parent holding company in the corporate structure following the merger. If the consent solicitation is successful, the 2004 Notes Indenture will be amended to require NTL Cable PLC to furnish the Trustee with quarterly and annual reports of its new ultimate parent, NTL Incorporated. After the consent solicitation is completed, NTL Incorporated and NTL:Telewest LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of NTL Incorporated, intend to provide guarantees of the 2004 Notes to match the guarantees provided to the holders of the 2006 Notes. However, the granting of these guarantees is not a part of the consent solicitation, and we cannot assure you that such guarantees will be provided. The record date for the consent solicitation is September 20, 2006. NTL Cable PLC will make a consent payment of GBP GBP In currencies, this is the abbreviation for the British Pound. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 1 for each GBP 1,000 principal amount of Sterling-denominated notes, $1 for each $1,000 principal amount of U.S. Dollar-denominated notes and EUR EUR In currencies, this is the abbreviation for the Euro. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 1 for each EUR 1,000 principal amount of Euro-denominated notes held by such holder for which a consent is received and not validly revoked prior to the effectiveness of the amendments to the Indenture is subject to the receipt of consents to amend the indenture from the holders of at least a majority in aggregate principal amount of 2004 Notes outstanding. NTL Cable PLC has retained J.P. Morgan Securities Ltd. to serve as the exclusive Solicitation Agent for the consent solicitation. Requests for documents may be directed to Nigel Walder of J.P. Morgan Securities Ltd. by telephone at +44 20 7777 1704. This press release is not a solicitation of consent with respect to any securities, and is not open to holders of 2004 Notes in Italy. The consent solicitation is being made solely by the Statement, which is dated September 21, 2006. Notes to Editors - about ntl:Telewest On 4 March 2006 NTL Incorporated completed a merger with Telewest Global, Inc., creating the UK's largest provider of residential broadband and the UK's leading provider of triple play services. The company recently completed its acquisition of Virgin Mobile. NTL offers a wide range of communications and entertainment services to more than 5 million residential customers. ntl:Telewest networks can service more than 12 million homes - 50% of UK households. |
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