##### 



FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)

(XBOX) Quarterly report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934

For the quarterly period ended June 30, 2002.

(BOX) Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934

For the transition period from __________to__________

Commission File Number: 0-19889

SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.

Exact name of registrant as specified in charter


|                      |  |                      
|--------------------- |  | ---------------------
|Colorado              |  | 84-1145140           
|                      |  |                      
|                     
|                     
|                     
|                     
|State of organization |  | I.R.S. employer I.D.#

NTL House, Bartley Wood Business Park, Hook, Hampshire, RG27 9UP, England
Address of principal executive office

011 44 1256 752000
Registrants telephone number

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

|          |  |          
|--------- |  | ---------
|Yes (BOX) |  | No (XBOX)

The number of limited partnership units of the registrant outstanding as of June 30, 2002 was 56,935.





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##### 

TABLE OF CONTENTS



|                                        |                                                                                              |                                                 |  |  |  |  |  | 
|--------------------------------------- | -------------------------------------------------------------------------------------------- | ----------------------------------------------- |  |  |  |  |  | 
|Part I Financial Information           
|                                        | Item I Financial Statements                                                                 
|                                        |                                                                                              | UNAUDITED CONSOLIDATED BALANCE SHEETS          
|                                        |                                                                                              | UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
|                                        |                                                                                              | UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
|NOTES TO UNAUDITED FINANCIAL STATEMENTS
|                                        | 1 Basis of Presentation                                                                     
|                                        | 2 Recapitalization Process and Ability to Continue Operations                               
|                                        | 3 Investment in Subsidiary                                                                  
|                                        | 4 Transactions with Affiliated Parties                                                      
|                                        | 5 Plant, Property and Equipment                                                             
|                                        | 6 Financing                                                                                 
|                                        | Item 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|RISK FACTORS                           
|                                        | Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|PART II OTHER INFORMATION              
|                                        | Item 6. Exhibits and Reports on Form 8-K.                                                   
|SIGNATURES                             
|EX-99.1: CERTIFICATION OF CEO AND CFO  




Part I Financial Information




Item I Financial Statements

SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(A Limited Partnership)




UNAUDITED CONSOLIDATED BALANCE SHEETS

|                                                                                                                                                                     |                     |                                                                                           |            |             |            |          |            |             |            |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | ----------------------------------------------------------------------------------------- | ---------- | ----------- | ---------- | -------- | ---------- | ----------- | ---------- | -
|                                                                                                                                                                     |                     |                                                                                           |            | Unaudited   |            | December
|                                                                                                                                                                     |                     |                                                                                           |            | June 30,    |            | 31,     
|                                                                                                                                                                     |                     |                                                                                           |            | 2002        |            | 2001    
|                                                                                                                                                                     |                     |                                                                                           |            |             |            |         
|                                                                                                                                                                     |                     |                                                                                           |            |             |            |          |            | (see note) 
|ASSETS                                                                                                                                                               |                     |                                                                                           |            |             |            |          |            |            
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|Plant, property and equipment
(net of accumulated depreciation and amortization of $57,942,086 and $51,716,191 at
June 30, 2002 and December 31, 2001, respectively) |                     | $                                                                                         | 58,959,183 |             |            | $        | 58,962,082 |            
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|Other assets                                                                                                                                                         |                     |                                                                                           | 137,205    |             |            |          | 205,766    |            
|                                                                                                                                                                     |                     |                                                                                           |            |             |            |          |            |            
|Total assets                                                                                                                                                         |                     | $                                                                                         | 59,096,388 |             |            | $        | 59,167,848 |            
|                                                                                                                                                                     |                     |                                                                                           |            |             |            |          |            |            
|LIABILITIES AND PARTNERS DEFICIT                                                                                                                                    |                     |                                                                                           |            |             |            |          |            |            
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|Current Liabilities                                                                                                                                                  |                     |                                                                                           |            |             |            |          |            |            
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|Accounts payable to affiliates and related parties                                                                                                                   |                     | $                                                                                         | 59,902,276 |             |            | $        | 58,145,703 |            
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|Accrued liabilities                                                                                                                                                  |                     |                                                                                           | 221,787    |             |            |          | 453,662    |            
|                                                                                                                                                                     |                     |                                                                                           |            |             |            |          |            |            
|Total current liabilities                                                                                                                                            |                     |                                                                                           | 60,124,063 |             |            |          | 58,599,365 |            
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                     | MINORITY INTERESTS  |                                                                                           |            | 303,324     |            |          |            | 739,160     |           
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                     | PARTNERS DEFICIT   |                                                                                           |            |             |            |          |            |             |           
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                     | General Partner-    |                                                                                           |            |             |            |          |            |             |           
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                     |                     | Contributed capital                                                                       |            |             | 1,000      |          |            |             | 1,000      |  
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                     |                     | Accumulated deficit                                                                       |            |             | (502,257   | )        |            |             | (490,488   | )
|                                                                                                                                                                     |                     |                                                                                           |            |             |            |          |            |            
|                                                                                                                                                                     |                     |                                                                                           | (501,257   | )           |            |          | (489,488   | )          
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                     | Limited Partners-   |                                                                                           |            |             |            |          |            |             |           
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                     |                     | Net contributed capital (56,935 units outstanding at
June 30, 2002 and December 31, 2001) |            |             | 48,817,997 |          |            |             | 48,817,997 |  
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                    
|                                                                                                                                                                     | Accumulated deficit |                                                                                           |            | (49,442,205 | )          |          |            | (48,277,123 | )         
|                                                                                                                                                                     |                     |                                                                                           |            |             |            |          |            |            
|                                                                                                                                                                     |                     |                                                                                           | (624,208   | )           |            |          | 540,874    |            
|                                                                                                                                                                     |                     |                                                                                           |            |             |            |          |            |            
|Accumulated comprehensive loss                                                                                                                                       |                     |                                                                                           | (205,534   | )           |            |          | (222,063   | )          
|                                                                                                                                                                     |                     |                                                                                           |            |             |            |          |            |            
|Total partners deficit                                                                                                                                              |                     |                                                                                           | (1,330,999 | )           |            |          | (170,677   | )          
|                                                                                                                                                                     |                     |                                                                                           |            |             |            |          |            |            
|TOTAL LIABILITIES AND PARTNERS DEFICIT                                                                                                                              |                     | $                                                                                         | 59,096,388 |             |            | $        | 59,167,848 |            
|                                                                                                                                                                     |                     |                                                                                           |            |             |            |          |            |            



---

| |  | Note: The balance sheet at December 31, 2001 has been derived from audited
financial statements at that date
| |  | ------------------------------------------------------------------------------------------------------------

See accompanying notes

2



---



##### 



SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(A Limited Partnership)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                                 |                                                                 |                                                                                                                                          |            |                            |          |                          |            |            |          |      |            |            |          |   |             |             |          |  
|---------------------------------------------------------------- | --------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | ---------- | -------------------------- | -------- | ------------------------ | ---------- | ---------- | -------- | ---- | ---------- | ---------- | -------- | - | ----------- | ----------- | -------- | -
|                                                                 |                                                                 |                                                                                                                                          |            | For the three months ended |          | For the six months ended
|                                                                 |                                                                 |                                                                                                                                          |            | June 30,                   |          | June 30,                
|                                                                 |                                                                 |                                                                                                                                          |            |                            |          |                         
|                                                                 |                                                                 |                                                                                                                                          |            | 2002                       |          | 2001                     |            | 2002       |          | 2001
|                                                                 |                                                                 |                                                                                                                                          |            |                            |          |                          |            |            |          |     
|REVENUES                                                         |                                                                 | $                                                                                                                                        | 7,212,269  |                            |          | $                        | 7,030,445  |            |          | $    | 14,413,321 |            |          | $ | 14,056,685  |            
|                                                                
|                                                                
|                                                                
|                                                                
|COSTS AND EXPENSES                                               |                                                                 |                                                                                                                                          |            |                            |          |                          |            |            |          |      |            |            |          |   |             |            
|                                                                
|                                                                
|                                                                
|                                                                
|Cost of goods sold (exclusive of
items shown separately below)   |                                                                 |                                                                                                                                          | (2,680,064 | )                          |          |                          | (2,945,773 | )          |          |      | (5,604,395 | )          |          |   | (6,110,793  | )          
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Selling, general and administrative                             |                                                                                                                                          |            | (131,565                   | )        |                          |            | (33,069    | )        |      |            | (186,291   | )        |   |             | (68,563     | )       
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Management fees and allocated
overhead from the General Partner |                                                                                                                                          |            | (3,084,218                 | )        |                          |            | (3,640,794 | )        |      |            | (5,969,412 | )        |   |             | (6,969,953  | )       
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Depreciation and amortization                                   |                                                                                                                                          |            | (1,718,302                 | )        |                          |            | (1,755,198 | )        |      |            | (3,545,295 | )        |   |             | (10,949,231 | )       
|                                                                 |                                                                 |                                                                                                                                          |            |                            |          |                          |            |            |          |      |            |            |          |   |             |            
|OPERATING LOSS                                                   |                                                                 |                                                                                                                                          | (401,880   | )                          |          |                          | (1,344,389 | )          |          |      | (892,072   | )          |          |   | (10,041,855 | )          
|                                                                
|                                                                
|                                                                
|                                                                
|OTHER EXPENSE                                                    |                                                                 |                                                                                                                                          |            |                            |          |                          |            |            |          |      |            |            |          |   |             |            
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 |                                                                 | Interest expense (interest
payable to related parties
amounted to $693,059 and $587,046
for the six months ended June
30, 2002 and 2001) |            |                            | (357,031 | )                        |            |            | (295,880 | )    |            |            | (693,059 | ) |             |             | (848,566 | )
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 |                                                                 | Other                                                                                                                                    |            |                            | (21,932  | )                        |            |            | (21,381  | )    |            |            | (43,321  | ) |             |             | (43,376  | )
|                                                                 |                                                                 |                                                                                                                                          |            |                            |          |                          |            |            |          |      |            |            |          |   |             |            
|NET LOSS BEFORE MINORITY INTERESTS                               |                                                                 |                                                                                                                                          | (780,843   | )                          |          |                          | (1,661,650 | )          |          |      | (1,628,452 | )          |          |   | (10,933,797 | )          
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Minority interests                                              |                                                                                                                                          |            | 202,268                    |          |                          |            | 529,086    |          |      |            | 451,601    |          |   |             | 3,594,260   |         
|                                                                 |                                                                 |                                                                                                                                          |            |                            |          |                          |            |            |          |      |            |            |          |   |             |            
|NET LOSS                                                         |                                                                 | $                                                                                                                                        | (578,575   | )                          |          | $                        | (1,132,564 | )          |          | $    | (1,176,851 | )          |          | $ | (7,339,537  | )          
|                                                                 |                                                                 |                                                                                                                                          |            |                            |          |                          |            |            |          |      |            |            |          |   |             |            
|ALLOCATION OF NET LOSS                                           |                                                                 |                                                                                                                                          |            |                            |          |                          |            |            |          |      |            |            |          |   |             |            
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | General Partner                                                 |                                                                                                                                          | $          | (5,786                     | )        |                          | $          | (11,326    | )        |      | $          | (11,769    | )        |   | $           | (73,395     | )       
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Limited Partners                                                |                                                                                                                                          | $          | (572,789                   | )        |                          | $          | (1,121,238 | )        |      | $          | (1,165,082 | )        |   | $           | (7,266,142  | )       
|                                                                 |                                                                 |                                                                                                                                          |            |                            |          |                          |            |            |          |      |            |            |          |   |             |            
|NET LOSS                                                         |                                                                 | $                                                                                                                                        | (578,575   | )                          |          | $                        | (1,132,564 | )          |          | $    | (1,176,851 | )          |          | $ | (7,339,537  | )          
|                                                                 |                                                                 |                                                                                                                                          |            |                            |          |                          |            |            |          |      |            |            |          |   |             |            
|NET LOSS PER LIMITED
PARTNERSHIP UNIT                            |                                                                 | $                                                                                                                                        | (10.06     | )                          |          | $                        | (19.69     | )          |          | $    | (20.46     | )          |          | $ | (127.62     | )          
|                                                                 |                                                                 |                                                                                                                                          |            |                            |          |                          |            |            |          |      |            |            |          |   |             |            
|WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING |                                                                 |                                                                                                                                          | 56,935     |                            |          |                          | 56,935     |            |          |      | 56,935     |            |          |   | 56,935      |            
|                                                                 |                                                                 |                                                                                                                                          |            |                            |          |                          |            |            |          |      |            |            |          |   |             |            

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

|                   |                                          |   |                            |        |                          |   |            |          |      |   |            |        |  |   |            |          |  
|------------------ | ---------------------------------------- | - | -------------------------- | ------ | ------------------------ | - | ---------- | -------- | ---- | - | ---------- | ------ |  | - | ---------- | -------- | -
|                   |                                          |   | For the three months ended |        | For the six months ended
|                   |                                          |   | June 30,                   |        | June 30,                
|                   |                                          |   |                            |        |                         
|                   |                                          |   | 2002                       |        | 2001                     |   | 2002       |          | 2001
|                   |                                          |   |                            |        |                          |   |            |          |     
|NET LOSS           |                                          | $ | (578,575                   | )      |                          | $ | (1,132,564 | )        |      | $ | (1,176,851 | )      |  | $ | (7,339,537 | )       
|                  
|                  
|                  
|                  
|                   | Foreign currency translation adjustments |   |                            | 51,231 |                          |   |            | (250,365 | )    |   |            | 16,529 |  |   |            | (529,501 | )
|                   |                                          |   |                            |        |                          |   |            |          |      |   |            |        |  |   |            |         
|COMPREHENSIVE LOSS |                                          | $ | (527,344                   | )      |                          | $ | (1,382,929 | )        |      | $ | (1,160,322 | )      |  | $ | (7,869,038 | )       
|                   |                                          |   |                            |        |                          |   |            |          |      |   |            |        |  |   |            |         



---

| |  | See accompanying notes
| |  | ----------------------

3



---



##### 



SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.

(A Limited Partnership)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                               |                                                                             |                                           |   |                          |            |      |   |             |             |  
|------------------------------------------------------------------------------ | --------------------------------------------------------------------------- | ----------------------------------------- | - | ------------------------ | ---------- | ---- | - | ----------- | ----------- | -
|                                                                               |                                                                             |                                           |   | For the six months ended
|                                                                               |                                                                             |                                           |   | June 30,                
|                                                                               |                                                                             |                                           |   |                         
|                                                                               |                                                                             |                                           |   | 2002                     |            | 2001
|                                                                               |                                                                             |                                           |   |                          |            |     
|CASH FLOWS FROM OPERATING ACTIVITIES                                           |                                                                             |                                           |   |                          |            |      |   |            
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Net loss                                                                    |                                           | $ | (1,176,851               | )          |      | $ | (7,339,537  | )          
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Adjustments to reconcile net loss to net cash provided by
operating activities |                                                                             |                                           |   |                          |            |      |   |            
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Minority interests                                                          |                                           |   | (451,601                 | )          |      |   | (3,594,260  | )          
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Depreciation and amortization                                               |                                           |   | 3,545,295                |            |      |   | 10,949,231  |            
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in operating assets and liabilities                                     |                                                                             |                                           |   |                          |            |      |   |            
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Decrease
/ (increase) in prepaid expenses and other assets                  |                                           |   | 74,571                   |            |      |   | (19,124     | )          
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | (Decrease) / increase in accounts payable to affiliates
and related parties |                                           |   | (712,252                 | )          |      |   | 23,218,440  |            
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | (Decrease) / increase in accrued liabilities                                |                                           |   | (231,875                 | )          |      |   | 151,000     |            
|                                                                               |                                                                             |                                           |   |                          |            |      |   |             |            
|                                                                               |                                                                             | Net cash provided by operating activities |   |                          | 1,047,287  |      |   |             | 23,365,750  |  
|                                                                               |                                                                             |                                           |   |                          |            |      |   |             |            
|CASH FLOWS FROM INVESTING ACTIVITIES                                           |                                                                             |                                           |   |                          |            |      |   |            
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Construction payments for cable television/telephony system                 |                                           |   | (1,047,287               | )          |      |   | (2,436,710  | )          
|                                                                               |                                                                             |                                           |   |                          |            |      |   |             |            
|                                                                               |                                                                             | Net cash used in investing activities     |   |                          | (1,047,287 | )    |   |             | (2,436,710  | )
|                                                                               |                                                                             |                                           |   |                          |            |      |   |             |            
|CASH FLOWS FROM FINANCING ACTIVITIES                                           |                                                                             |                                           |   |                          |            |      |   |            
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | (Decrease) in loans                                                         |                                           |   |                         |            |      |   | (20,929,040 | )          
|                                                                               |                                                                             |                                           |   |                          |            |      |   |             |            
|                                                                               |                                                                             | Net cash used in financing activities     |   |                          |           |      |   |             | (20,929,040 | )
|                                                                               |                                                                             |                                           |   |                          |            |      |   |             |            
|Decrease in cash and cash equivalents                                          |                                                                             |                                           |  |                          |            |      |  |            
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Cash and cash equivalents, beginning of period                                 |                                                                             |                                           |  |                          |            |      |  |            
|                                                                               |                                                                             |                                           |   |                          |            |      |   |             |            
|Cash and cash equivalents, end of period                                       |                                                                             |                                           |  |                          |            |      |  |            
|                                                                               |                                                                             |                                           |   |                          |            |      |   |             |            
|SUPPLEMENTAL CASH FLOW DISCLOSURES                                             |                                                                             |                                           |   |                          |            |      |   |            
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Interest paid                                                                  |                                                                             |                                           |  |                          |            |      |  |            
|                                                                               |                                                                             |                                           |   |                          |            |      |   |             |            

See accompanying notes

4



---



##### 



SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(A Limited Partnership)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

1 Basis of Presentation

The accompanying financial information should be read in conjunction with the
financial statements of the South Hertfordshire United Kingdom Fund, Ltd, a
Colorado limited partnership, (the Partnership), including the notes thereto,
for the year ended December 31, 2001 included in its Annual Report on Form
10-K. The financial information included herein is unaudited. However, in the
opinion of management, such information reflects all adjustments, consisting
only of normal recurring adjustments, necessary to present fairly the financial
position of the Partnership at June 30, 2002 and its results of operations and
cash flows for the three and six month periods ended June 30, 2002 and 2001.
Results of operations for the period ended June 30, 2002 are not necessarily
indicative of results to be expected for the full year ending December 31,
2002. As a result of the Partnerships ownership of 66.7 percent of the shares
of ntl (South Hertfordshire) Limited (NTL South Herts or the Company), for
accounting purposes the Company has been consolidated with the Partnerships
operations.

2 Recapitalization Process and Ability to Continue Operations

In this Note 2, the Partnership, we, us and our refer to South
Hertfordshire United Kingdom Fund, Ltd. and its consolidated subsidiary, NTL
(South Herts) Limited, except where the context otherwise requires.

On May 8, 2002, NTL Incorporated (NTL Incorporated, and together with its
consolidated subsidiaries, NTL), the ultimate parent of Fawnspring Limited,
the general partner of the Partnership, NTL (Delaware), Inc., NTL
Communications Corp., Diamond Cable Communications Limited, Diamond Holdings
Limited and Communications Cable Funding Corp. filed a pre-arranged joint
reorganization plan under Chapter 11 of the United States Bankruptcy Code
(referred to as the proposed recapitalization plan). NTLs operating
subsidiaries were not included in the Chapter 11 filing. Toward the end of
2001, while NTL continued to have sufficient liquidity to meet its near term
obligations, it recognized the negative impact of the collapsing European and
U.S. telecommunications markets on its ability to service its debt.
Accordingly, NTL began to implement a strategy to preserve and maximize its
enterprise value. This strategy included the implementation of cost-cutting
measures and the commencement of discussions with certain third parties
regarding strategic alternatives for NTLs business.

The Partnership has required significant amounts of capital to finance
construction of its networks, connection of customers to the networks, other
capital expenditures and for working capital needs. The Partnership
historically met these liquidity requirements through cash flow from
operations, issuances of limited partnership units and borrowing from
commercial banks and NTL. Both the equity and debt capital markets have
recently experienced periods of significant volatility, particularly for
securities issued by telecommunications and technology companies. The ability
of telecommunications companies to access those markets as well as their
ability to obtain financing provided by bank lenders and equipment suppliers
has become more restricted and financing costs have increased. During some
recent periods, the capital markets have been largely unavailable to new issues
of securities by telecommunications companies. NTL Incorporateds public equity
is no longer trading on the New York Stock Exchange, and its debt securities
are trading at or near all time lows. These factors, together with NTLs
substantial leverage, means the Partnership does not currently have access to
its historic sources of capital.

In addition, NTLs UK credit facilities are fully drawn. The revolving
tranche of the Cablecom credit facility has been capped at its utilized amount
of CHF 1,055.0 million although the availability may be increased with the
consent of the requisite majority of the lenders under that facility. The term
tranche of the Cablecom credit facility is fully drawn. NTL Communications
Corp., a wholly-owned indirect subsidiary of NTL Incorporated, did not pay cash
interest on certain series of its notes that was due on April 1, 2002, April
15, 2002, May 15, 2002, June 15, 2002 and August 1, 2002. NTL Incorporated and
NTL (Delaware), Inc., a wholly-owned subsidiary of NTL Incorporated, also did
not pay cash interest and related fees on a series of their notes that were due
on April 15, 2002 and July 15, 2002 and NTL (Delaware), Inc. did not pay cash
interest on a series of its notes that was due on June 15, 2002. NTL also
missed the interest payment due on June 15, 2002 with respect to Diamonds
11-3/4% notes due 2005 and on August 1, 2002 with respect to the Diamond
Holdings 10% notes due 2008 and 9-1/8% notes due 2008. Upon emerging from
Chapter 11 proceedings, NTL intends to make any required interest payments on
the notes of Diamond Holdings. In accordance with the proposed
recapitalization plan, NTL does not plan to make future interest payments on
its currently outstanding publicly traded notes except notes issued by NTL
Triangle and, upon emergence from Chapter 11 proceedings, Diamond Holdings
Limited.

5



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##### 



As of June 30, 2002, the Partnership had nil in cash, cash equivalents and
marketable securities on hand and is reliant upon NTL to meet its liquidity
needs. NTL may require additional cash in the twelve months from July 1, 2002
to June 30, 2003. NTL has obtained a Court approved $630 million DIP facility
(described below) on July 15, 2002 to meet the potential cash requirements of
NTL Incorporated and its subsidiaries, excluding Cablecom. NTL expects that the
DIP facility will be replaced with an exit facility for NTL Communications
Corp. and its subsidiaries upon the completion of the recapitalization process, in part because the DIP facility will mature concurrently with the NTLs
emergence from Chapter 11. NTL estimates that its capital expenditures and
debt service requirements, net of cash from operations, will aggregate up to
approximately $250.0 million from July 1, 2002 to June 30, 2003.

Events Leading to the Proposed Recapitalization and Chapter 11 Filings

Beginning in January 2002, NTL was contacted by an unofficial committee of
bondholders regarding the commencement of a comprehensive and consensual
restructuring process. NTL was informed at that time that the members of the
unofficial steering committee of bondholders owned, in the aggregate, more than
50% of the outstanding principal amount of NTLs notes. In connection with the
restructuring process, the steering committee of the unofficial committee of
bondholders retained advisors to facilitate the negotiations.

On January 31, 2002, NTL announced that it had appointed Credit Suisse
First Boston, JP Morgan and Morgan Stanley to advise on strategic and
recapitalization alternatives to strengthen its balance sheet and reduce debt
and put an appropriate capital structure in place for its business.
Subsequently, NTL evaluated various recapitalization alternatives, and met with
a number of strategic investors, to effect a comprehensive consensual
reorganization in a timely manner to minimize negative effects on its business
operations. Discussions with such strategic investors did not result in a
proposal which NTLs board of directors believed was comparable or superior to
the value provided to its stakeholders by the proposed plan of reorganization.

Liberty Media Corporation, one of such potential strategic investors,
which is also a significant shareholder in Telewest plc, another British cable
and telephone company, has discussed various transactions with NTL from time to
time over the past several years. In March 2002, Liberty and NTL amended a
previously existing confidentiality agreement between them to cover the
restructuring process and to include a standstill agreement which prohibited
various acquisitions of, or offers for, NTL debt or equity securities by
Liberty and its subsidiaries until June 30, 2002.

On April 17, 2002, Liberty sent a proposal to NTLs board of directors,
which proposed a cash tender offer for 30% of the outstanding bonds of NTL
Communications Corp. at a small premium to the prevailing market price and an
agreement to vote such acquired bonds in favor of the proposed plan of
reorganization, as well as a participation with NTL in a cash infusion of up
to $500 million into Cablecom. After consultation with NTLs board of directors
and the steering committee of bondholders on April 18, 2002, NTL indicated to
Liberty that it did not consider the Liberty proposal to be in the best
interests of NTL and that the best course of action for NTL to maximize its
enterprise value was to promptly consummate the proposed plan of
reorganization. By letter dated June 28, 2002, NTL received notice that
Liberty was ceasing all discussions with NTL concerning its proposals.

Promptly upon obtaining the requisite waivers from the lenders under its
credit facilities, in March 2002, NTL commenced negotiations with the steering
committee of the unofficial committee of bondholders and its legal and
financial advisors. The negotiations continued during the latter part of March
and throughout April 2002, and also included France Telecom. On April 16, 2002,
NTL announced that it had reached a comprehensive agreement in principle with
the unofficial committee and France Telecom, a significant holder of NTL
Incorporateds preferred stock, on implementing a recapitalization plan. On May
2, 2002, a steering committee of the lending banks under NTLs credit
facilities gave their approval in principle (on a non-legally binding basis) to
NTLs proposed plan of reorganization.

The reorganization plan, if implemented, will result in the cancellation
of all of NTL Incorporateds outstanding shares of common stock, preferred
stock and redeemable preferred stock, and the cancellation of all of the
publicly held notes of NTL Incorporated, NTL (Delaware), Inc. and NTL
Communications Corp. and the transfer of the publicly held notes of Diamond
Cable Communications Limited to NTL UK and Ireland. In addition, if the plan is
implemented NTL will be discharged from its obligation to pay dividends
accruing on the canceled preferred stock and interest accruing on the canceled
notes.

The reorganization plan contemplates that the UK bank debt will remain in
place as part of the recapitalization. Under the Plan, NTL would be split into
two companies, one tentatively called NTL UK and Ireland, holding its main UK
and Ireland assets, and one tentatively called NTL Euroco, holding certain of
its continental European and other assets.

To implement the proposed recapitalization, on May 8, 2002, NTL
Incorporated, NTL (Delaware), Inc., NTL Communications Corp., Diamond Cable
Communications Limited, Diamond Holdings Limited and Communications

6



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##### 



Cable
Funding Corp. filed cases and a pre-arranged joint reorganization plan under
Chapter 11 of the United States
Bankruptcy Code. The Partnership and NTLs operating subsidiaries, including
NTL South Herts, were not included in the Chapter 11 filing.

On June 21, 2002, the United States Trustee appointed an official
unsecured creditors committee. The creditors committee is comprised of the
three indenture trustees for the debt securities of NTL and the ten members of
the steering committee of NTLs bondholders. The members of the creditors
committee are: The Bank of New York; Wilmington Trust Company; Wells Fargo
Bank Minnesota, National Association; Angelo Gordon & Co. LP; Capital Research
& Management Company; Franklin Mutual Advisers, LLC; Oaktree Capital Management
LLC; Salomon Brothers Asset Management; Appaloosa Management, LP; Fidelity
Management & Research Co.; MacKay Shields LLC; SAB Capital Management, L.P.;
and W.R. Huff Asset Management Co., LLC.

On May 24, 2002, NTL Incorporated and its debtor subsidiaries filed an
amended joint reorganization plan and disclosure statement. The bankruptcy
court approved the disclosure statement on July 12, 2002 as containing
information of a kind and in sufficient detail to enable the holders of claims
against or interests in the debtors to make an informed judgment with respect
to the reorganization plan prior to exercising their right to vote to accept or
reject the reorganization plan. At that time the Court set September 5, 2002
as the date for the hearing to consider confirmation of the amended joint
reorganization plan as subsequently amended. On July 15, 2002, NTL
Incorporated and its debtor subsidiaries filed an amended disclosure statement
and a second amended joint reorganization plan. A copy of the second amended
joint reorganization plan and the related disclosure statement are included as
exhibits to NTL Incorporateds Current Report on Form 8-K filed on July 16,
2002.

The filing of the petitions seeking relief filed under Chapter 11
constituted an event of default under the indentures of each of the entities
which filed such Chapter 11 petitions and amounts outstanding under these
indentures became immediately due and payable. No action has been taken to
date in respect of those defaults and any such action likely would be barred by
the automatic stay that exists by virtue of the Chapter 11 filings. The filing
of NTLs Chapter 11 petitions also constituted an event of default under NTLs
UK credit facilities and the Cablecom credit facility, allowing the lenders
thereunder to declare amounts outstanding to be immediately payable. Those
lenders have not taken any action to date in respect of those defaults, and a
steering committee of those lenders has agreed in principle (in a non-legally
binding manner) to the proposed recapitalization.

DIP facility

In connection with the proposed joint reorganization plan, certain members
of the official unsecured creditors committee of bondholders committed to
provide up to $500 million of new debt financing to NTL during the Chapter 11
process. The new financing will ensure that NTLs business operations have
access to sufficient liquidity to continue ordinary operations. GE Capital, an
affiliate of GE Capital Structured Finance Group Limited, one of the lenders
under the Senior Credit Facility, and Wilmington Trust Company, the trustee
under the Indentures governing certain of the NTL Incorporated subordinated
notes, filed objections to the DIP facility. The Bankruptcy Court approved the
DIP facility in the principal amount of $630 million (including a $130 million
commitment from NTL (Delaware), Inc. and $500 million from certain members of
the creditors committee) over such objections in an order issued on July 3,
2002. On July 15, 2002, the various lenders under the DIP facility and NTL
(Delaware), Inc., entered into the DIP facility agreement with Communications
Cable Funding Corp., a subsidiary of NTL Incorporated, to provide $630 million
in financing to Communications Cable Funding Corp.

In connection with the commitment, NTL Incorporated and its debtor
subsidiaries were to pay a commitment fee to the bondholder DIP lenders equal
to 2% of the $500 million commitment (i.e., $10 million). Accordingly, on May
6, 2002, and May 7, 2002, NTL delivered to its bank written instructions to pay
by wire transfer to each lender under the DIP facility such lenders pro rata
portion of the commitment fee. Due to administrative difficulties, however,
some of the lenders under the DIP facility did not receive their pro rata
portion of the commitment fee prior to the commencement of the Chapter 11
cases. In total, as of May 8, 2002, $428,000 of the $10 million commitment fee
had not been paid to the applicable lenders under the DIP facility. Pursuant
to an order of the court dated May 31, 2002, the remaining $428,000 of the
commitment fee was paid to the applicable lenders under the DIP facility.

Each term loan under the DIP facility will bear interest on the unpaid
principal amount for three months from July 15, 2002 at the rate of 11% per
annum. With respect to each successive three month period following that date,
the rate per annum will increase incrementally by 1% over the immediately
preceding three month period but will not exceed 18% per annum for any three
month period.

NTL (Delaware), Inc. is also a lender under the DIP facility and will lend
up to $130 million. NTL (Delaware), Inc. has cash on hand and, because the
Chapter 11 cases are not substantively consolidated, NTL Incorporated and its
debtor subsidiaries and the steering committee of bondholders have concluded
that the cash at NTL

7



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##### 



(Delaware), Inc. is to be used to partially fund the
reorganization of all of the debtors. NTL (Delaware), Inc. will receive
interest and is entitled to the same protections as the other bondholder DIP
lenders.

Under the DIP facility agreement, Communications Cable Funding is the
borrower, and all of the other debtors (other than Diamond Cable and Diamond
Holdings) are guarantors, except that NTL Communications Corp. is also a
co-obligor of the loans from NTL (Delaware), Inc. Under the DIP facility
agreement, the cash (except for the DIP facility proceeds) of the borrower and
the guarantors will be cash collateral for the DIP facility and will not be
used or transferred for any purpose whatsoever without the consent of the
bondholder DIP lenders. All funding needs of the debtors will be funded
through the proceeds of the DIP facility, in accordance with a budget and the
terms of the DIP facility agreement.

Under the DIP facility agreement, the loan structure contains three
tranches that rank equally with each other. All amounts owed under the DIP
facility agreement are required to be paid in full no later than the earlier of
(i) the consummation of the reorganization plan, (ii) December 1, 2002, and
(iii) the date on which all of the term loans become due and payable in full
under the DIP facility agreement, whether by acceleration or otherwise.

On July 17, 2002, NTL drew the first tranche available under the facility
in the amount of $229.0 million.

A copy of the DIP facility agreement was attached as an exhibit to Form
8-K filed by NTL Incorporated with the Commission on July 19, 2002.

Exit Facility

Because of the short maturity of the DIP facility and the longer term
liquidity needs of NTL, as well as the requirements under the Bankruptcy Code
for confirmation of and the conditions to consummation of NTLs proposed plan,
NTL will require the reorganized NTL and/or Communications Cable Funding Corp.
to enter into an exit financing facility. The exit financing or any
alternative financing would refinance (at least in part) the DIP facility and
may be used as consideration for the refinancing of the note payable to NTL
(Delaware), Inc. from NTL (UK) Group Inc. Because of the present market
conditions which are unfavorable to telecommunications companies generally,
there can be no assurance that NTL will successfully obtain an acceptable exit
facility, although NTL is presently in discussions with various parties about
alternatives.

NTL expects that the exit facility may be secured by various assets of the
reorganized NTL, including those which secure the DIP facility, and would rank
senior to all current and future subordinated debt of the reorganized NTL.

NTL also expects that the exit facility would impose operating and
financial restrictions on the reorganized NTL and its subsidiaries. These
restrictions would significantly limit or prohibit, among other things, the
reorganized NTLs ability and the ability of its subsidiaries to incur
additional indebtedness, pay dividends, or make distributions in respect of
capital stock, make other restricted payments, enter into sale and leaseback
transactions, create liens upon assets, enter into transactions with affiliates
or related persons, sell assets, or consolidate, merge, or sell all or
substantially all of their assets. The exit facility also likely would require
the reorganized NTL to satisfy some of the financial covenants on an ongoing
basis. NTL cannot determine at this time whether these financial covenants
would have a material impact on the reorganized NTLs ability to finance future
operations or capital needs or to engage in other business activities.

The terms, covenants, and conditions of an exit facility have not been
finalized and remain subject to negotiation and final documentation.

Proposed Recapitalization Plan

Under the proposed recapitalization plan, NTL would be split into two
companies, one tentatively called NTL UK and Ireland and holding substantially
all of NTLs UK and Ireland assets, and one tentatively called NTL Euroco and
holding substantially all of NTLs continental European and other assets.

Holders of notes of NTL Incorporated (other than France Telecom), NTL
(Delaware), Inc. (other than France Telecom), NTL Communications Corp. and
Diamond Cable Communications Limited would in the aggregate receive 100% of the
initial common stock of NTL UK and Ireland (excluding shares issuable in the
rights offerings and upon the exercise of warrants (discussed below) and upon
the exercise of options which will be granted to certain employees of NTL UK
and Ireland). Holders of notes of NTL Incorporated (other than France Telecom),
NTL (Delaware), Inc. (other than France Telecom) and NTL Communications Corp.
would in the aggregate receive (i) 100% of the preferred stock of NTL Euroco
and (ii) a certain amount of cash as specified in the amended joint
reorganization plan. Holders of the subordinated notes of NTL Incorporated
(other than France Telecom), NTL (Delaware), Inc. (other than France Telecom)
and NTL Communications Corp. would in the aggregate receive 86.5% of the
initial common stock of NTL

8



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##### 



Euroco (excluding shares issuable upon the exercise
of options which will be granted to certain employees of NTL Euroco). Holders
of senior notes of NTL Communications Corp. would receive the value of a
specified number of shares of common stock of NTL Euroco pursuant to the
amended joint reorganization plan. Notes of NTL
Incorporateds subsidiaries Diamond Holdings Limited and NTL (Triangle) LLC
would remain outstanding and interest payments will be made.

Current preferred and common stockholders of NTL Incorporated, including
France Telecom, would receive warrants to purchase common stock of NTL UK and
Ireland and rights entitling them to purchase common stock of NTL UK and
Ireland. For each share of common stock purchased upon exercise of rights, the
person exercising such rights will receive a warrant to purchase one share of
common stock of NTL UK and Ireland. The rights will be exercisable, on an
oversubscription basis, for the 20-business day period after the entry of the
confirmation order, as such period may be extended, and the warrants will be
exercisable for a period of eight years at an exercise price of $77.47 per
share. The number of shares to be received upon exercise of the warrants is
subject to customary adjustments for stock splits, stock recapitalizations and
distributions of property (other than cash) to holders of NTL UK and Ireland
common stock. If fully exercised, the rights and warrants would entitle the
current preferred stockholders of NTL Incorporated to acquire approximately
23.6% and the current common stockholders of NTL Incorporated to acquire
approximately 8.9% of NTL UK and Irelands primary common stock on the
effective date of the recapitalization. Holders of the subordinated notes of
NTL Incorporated (other than France Telecom), NTL (Delaware), Inc. (other than
France Telecom), and NTL Communications Corp. would have the right to purchase
any shares of NTL UK and Ireland common stock and warrants not subscribed for
in the rights offering by the preferred and common stockholders of NTL
Incorporated. It is expected that the warrants will be listed or quoted on the
same exchange or inter-dealer quotation system as the shares of common stock of
the reorganized NTL. NTL has had preliminary conversations with the New York
Stock Exchange regarding the listing of the common stock of NTL UK and Ireland
on the Exchange following the effective date of its plan of reorganization.
Based on these preliminary conversations there has been no indication from the
New York Stock Exchange that NTL UK and Ireland will qualify for listing on the
Exchange. There can be no assurance that shares of NTL UK and Ireland common
stock and/or Series A Warrants will be listed on an exchange or be eligible for
trading on an inter-dealer quotation system on the effective date of the
bankruptcy or at any time thereafter or that an orderly trading market will
develop for these securities.

Current preferred stockholders of NTL Incorporated, other than France
Telecom, would receive approximately 3.2% and current common stockholders,
other than France Telecom, would receive approximately 10.3% of the primary
equity of NTL Euroco. It is contemplated that, subject to the consummation of
the recapitalization, France Telecom would also receive NTL Incorporateds 27%
interest in Noos, pursuant to a pledge of such interest to France Telecom given
at the time of its acquisition.

During the recapitalization process, NTL has maintained normal and regular
trade terms with its suppliers and customers. There can be no assurance that
NTLs suppliers will continue to provide normal trade credit or credit on
acceptable terms, if at all, or that customers will continue to do business or
enter into new business with NTL. See also Risk Factors for a summary of
risks related to NTLs business in general and the recapitalization process in
particular.

Section 1129 of the United States Bankruptcy Code requires, among other
things, a showing that confirmation of the proposed recapitalization plan will
not be followed by liquidation or the need for further financial reorganization
of NTL Incorporated, NTL (Delaware), Inc., NTL Communications Corp., Diamond
Cable Communications Limited or Diamond Holdings Limited, and that the value of
distributions to dissenting holders of claims and interests may not be less
than the value such holders would receive in a liquidation under Chapter 7 of
the United States Bankruptcy Code. Although NTL believes that the proposed
recapitalization plan will meet these tests, there can be no assurance that the
Bankruptcy Court will reach the same conclusion.

The United States Bankruptcy Code also requires that a plan must provide
the same treatment for each claim or interest in a particular class, unless a
holder agrees to a less favorable treatment of its particular claim or
interest. NTL believes that the proposed recapitalization plan complies with
this requirement of the United States Bankruptcy Code. However, if a member of
a class objects to its treatment, or if the Bankruptcy Court finds that the
proposed recapitalization plan does not comply with the requirements of the
United States Bankruptcy Code, confirmation of the plan could be delayed or
prevented. In addition, each class of impaired claims and interests that will
(or may) be entitled to receive property under the plan will have the
opportunity to vote to accept or reject the plan. If an impaired class of
claims or interests rejects the plan, NTL may request confirmation of the plan
pursuant to the cramdown provisions of the United States Bankruptcy Code.
Even if the requirements for cramdown are met, the Bankruptcy Court, which,
as a court of equity may exercise substantial discretion, may choose not to
confirm the plan. There can be no assurance that the proposed recapitalization
plan will be confirmed.

9



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Bank Waivers

Before NTL could commence negotiations with the unofficial committee of
bondholders, it was necessary to obtain waivers from the lenders under NTLs
credit facilities. Effective March 8, 2002, these lenders granted waivers
which, until March 29, 2002, provided that the commencement of negotiations
with bondholders with a view to rescheduling its debt would not constitute an
event of default under the credit facilities. Such initial waivers did not
permit NTL to make to any of its bondholders an exchange or similar offer for
NTLs outstanding public notes or to enter into a legally binding agreement
with the unofficial steering committee of bondholders, subject to some
exceptions, without the consent of the lenders under the credit facilities. But
for the initial waivers, the commencement of negotiations with bondholders
would have been an event of default under the credit facilities.

Effective March 28, 2002, the lenders under the credit facilities agreed
to amend the initial waivers. The amendments to the initial waivers extended
the duration of the initial waivers to April 29, 2002 in the case of the UK
credit facilities or May 14, 2002 in the case of the Cablecom credit facility,
unless the interest payments missed by NTL Communications Corp. on April 1,
2002 were remedied or a sufficient number of bondholders agreed to forbear in
respect of such non-payment, in which case, the UK credit facilities waivers
were to be extended to May 14, 2002. As a condition to the amendment to the
initial waivers, the UK lenders required NTL (Delaware), Inc. to loan £90
million to NTL (UK) Group, Inc. following receipt of the proceeds from the sale
of NTL Australia. Such loan was actually made (with the approval of the lenders
under the UK credit facilities) to NTL (UK) Group, Inc. and then on-lent to
certain subsidiaries of NTL (UK) Group, Inc. This loan, which was made on April
5, 2002, is structurally senior to the outstanding public notes issued by NTL
Communications Corp. and contractually senior to intra-group debt owed by NTL
(UK) Group, Inc. to NTL Communications Corp. but contractually subordinated to
the UK credit facilities. In connection with the amendments to the waivers, NTL
affirmed the provisions of the initial waivers and agreed, among other things,
not to commence voluntary dissolution proceedings, including proceedings under
Chapter 11 of the United States Bankruptcy Code, without the consent of these
lenders.

As of the date of this Form 10-Q, there are no current waivers from NTLs
secured lenders and NTL is therefore in default under its UK credit facilities
and the Cablecom credit facility. In connection with the proposed
recapitalization plan, it is intended that the existing events of default under
the credit facilities will be cured by amendment with effect from the effective
date of the recapitalization, if it is approved by creditors and the Bankruptcy
Court. On May 2, 2002, a memorandum was executed by NTL, a steering committee
of its lending banks and the unofficial committee of its public bondholders
indicating the parties agreement in principle (on a non-legally binding basis)
to the terms of the proposed recapitalization and the terms on which NTLs UK
credit facilities should be amended and restated and with respect to certain
matters relating to the sale of, or investment in, Cablecom.

Cablecom GmbH, an indirect wholly-owned subsidiary of NTL (Delaware),
Inc., is the principal trading company of NTLs Swiss group. There were a
number of technical defaults under the Swiss credit facility made available to
Cablecom and various of its subsidiaries. In addition, as of December 31, 2001,
Cablecoms and six of its direct and indirect subsidiaries liabilities
exceeded their respective assets. As a consequence, under Swiss law, those
entities were deemed to be overindebted. This also constituted an event of
default under the Cablecom credit facility, which entitled the lenders to
accelerate repayment. Such an acceleration would have resulted in an event of
default under NTL Incorporateds and NTL (Delaware), Inc.s 5.75% convertible
subordinated notes due 2011 and 5.75% convertible subordinated notes due 2009.

Under Swiss law, the board of directors of an overindebted company is
generally obliged to notify a judge of overindebtedness so that the judge may
either institute insolvency proceedings or postpone such adjudication and take
appropriate measures to preserve the value of the assets. An overindebted
company is not required to notify a judge if the creditors of the overindebted
entity subordinate their claims in the amount of the overindebtedness.

The problem of overindebtedness was resolved on June 26 and June 27, 2002
in certain of the overindebted subsidiaries when they were merged into Cablecom
and other members of the Cablecom group. The remaining overindebted
subsidiaries were not merged but the overindebtedness issue was resolved in
those subsidiaries by way of subordination agreements which obviated any
requirement to institute insolvency proceedings in respect of these companies.

At the end of April 2002 the defaults subsisting at that time were
remedied or were waived by the restatement of the credit agreement and the
grant of a waiver letter. However, conditions subsequent such as the grant of
new security and the deposit of share certificates relating to minority
shareholdings pledged to the banks were imposed by these documents and other
new finance documents executed pursuant to the restatement.

Since the end of April 2002 the following defaults have occurred under the
Cablecom finance documents: (1) The indentures issued by NTL (Delaware), Inc.
and NTL Incorporated have become payable and have not been paid; (2) NTL
(Delaware), Inc. has commenced negotiations with its creditors with a view to
the general rescheduling of its

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indebtedness and has commenced proceedings
under Chapter 11 of the U.S. Bankruptcy Code pursuant to which it
intends to reorganize its debt; (3) NTL (Delaware), Inc. has liabilities
which exceed the value of its assets and is unable to pay its debts as they
fall due; (4) Cablecom was unable to satisfy the conditions to allow it to
rollover revolving advances maturing in early July 2002. The revolving
advances remained unpaid for several days until Cablecom was able to obtain the
consent of the banks to waive the conditions to their rollover; (5) Certain of
the conditions subsequent imposed by the restated credit agreement, the waiver
letter and other finance documents executed pursuant to the restated credit
agreement have yet to be fulfilled.

The outstanding defaults under the Cablecom finance documents entitle the
facility agent to demand repayment of the loan and enforce the security granted
to secure that loan. The facility agent has discretion to take those steps and
can be compelled to take those steps by a group of banks holding at least
66-2/3% in aggregate of the loan.

Future developments in Cablecoms business, as well as external factors,
could result in a reemergence of the over indebtedness issue under Swiss law.

Interest Payments on Public Notes

NTL has substantial interest payment obligations under its existing
indebtedness. NTL did not make scheduled interest payments on the following due
dates:

|                                                    |  |                         |  |              
|--------------------------------------------------- |  | ----------------------- |  | -------------
|April 1, 2002:                                      |  |                         |  |              
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 9-1/2% notes due 2008   |  | $8.6 million 
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 11-1/2% notes due 2008  |  | $35.9 million
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 11-7/8% notes due 2010  |  | $29.7 million
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |  | Total                   |  | $74.2 million
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |  |                         |  |              
|                                                   
|                                                   
|                                                   
|                                                   
|April 15, 2002:                                     |  |                         |  |              
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 12-3/4% notes due 2005  |  | $17.7 million
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Incorporated (NTL (Delaware), Inc., co-obligor) |  | 5-3/4% notes due 2011   |  | $2.5 million 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |  | Total                   |  | $20.2 million
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |  |                         |  |              
|                                                   
|                                                   
|                                                   
|                                                   
|May 15, 2002:                                       |  |                         |  |              
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 9-1/4% notes due 2006   |  | $10.5 million
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 6-3/4% notes due 2008   |  | $38.8 million
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 9-7/8% notes due 2009   |  | $15.7 million
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |  | Total                   |  | $65.0 million
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |  |                         |  |              
|                                                   
|                                                   
|                                                   
|                                                   
|June 15, 2002:                                      |  |                         |  |              
|                                                   
|                                                   
|                                                   
|                                                   
|Diamond Cable                                       |  |                         |  |              
|                                                   
|                                                   
|                                                   
|                                                   
|Communications Limited                              |  | 11-3/4% notes due 2005  |  | $31.2 million
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 7% notes due 2008       |  | $17.1 million
|                                                   
|                                                   
|                                                   
|                                                   
|NTL (Delaware), Inc.                                |  | 5-3/4% notes due 2009   |  | $34.5 million
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |  | Total                   |  | $82.8 million
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |  |                         |  |              
|                                                   
|                                                   
|                                                   
|                                                   
|July 15, 2002:                                      |  |                         |  |              
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Incorporated (NTL (Delaware), Inc., co-obligor) |  | 5-3/4% notes due 2011   |  | $2.5 million 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |  |                         |  |              
|                                                   
|                                                   
|                                                   
|                                                   
|August 1, 2002:                                     |  |                         |  |              
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 11-1/2% notes due 2006  |  | $60.4 million
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 12-3/8% notes dues 2008 |  | $18.3 million
|                                                   
|                                                   
|                                                   
|                                                   
|Diamond Holdings Limited                            |  | 10% notes due 2008      |  | $10.5 million
|                                                   
|                                                   
|                                                   
|                                                   
|Diamond Holdings Limited                            |  | 9-1/8% notes due 2008   |  | $5.0 million 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |  | Total                   |  | $94.2 million

Interest payments of $18.9 million were made, when due, on April 2, 2002
in respect of Diamond Cable Communications 13.25% senior discount notes due
2004. Upon emerging from Chapter 11 proceedings, NTL intends to make any
required interest payments on the notes of Diamond Holdings Limited.

In accordance with the proposed recapitalization plan, NTL does not plan
to make future interest payments on its currently outstanding publicly traded
notes except notes issued by NTL Triangle (a non-debtor) and, upon emergence
from Chapter 11 proceedings, Diamond Holdings Limited.

11



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##### 



Interest Payments on Public Notes

If the applicable issuer does not pay interest on these notes after a 30
day grace period expires there is an event of default under the indenture in
respect of the notes on which the interest is due and unpaid. An event of
default entitles
the trustee under the indenture or the holders of 25% of the outstanding notes
to declare the principal amount of those notes to be immediately due and
payable. Even if the maturity of those notes is not accelerated after the 30
day grace period, such an event of default would also result in an event of
default in respect of other debt (commonly called cross defaults) under most of
NTLs other notes. Therefore, there was an event of default for failure to pay
interest on May 1, 2002 under the indentures relating to the missed interest
payments due April 1, 2002 and on May 16, 2002, under the indentures relating
to the missed interest payments due April 15, 2002. As a result, cross defaults
occurred under NTLs other indentures at NTL Communications Corp., NTL
(Delaware), Inc., NTL Incorporated and under NTLs UK credit facilities and
under the Cablecom credit facility. This gave holders of the outstanding series
of debt at these entities the right to accelerate repayment of those debts by
declaring the principal amount of the debts to be immediately due and payable.
As a result of the payment defaults as well as NTLs voluntary filing under
Chapter 11 of the United States Bankruptcy Code on May 8, 2002, there is an
event of default under all of NTLs credit facilities and the indentures
governing all of NTLs publicly traded debt, other than debt of NTL Triangle.
As a result of the Chapter 11 filings, all of NTLs publicly traded debt, other
than the debt of NTL Triangle, became immediately due and payable, pursuant to
the terms of the indentures governing such debt. The automatic stay of Section
362 of the United States Bankruptcy Code prevents the holders of such debt from
seeking to enforce their collection rights under the indentures, except within
the context of the Chapter 11 cases, and even then only with the prior approval
of the Bankruptcy Court. However, NTL has received letters from the agents for
the lenders under the UK credit facilities reserving such lenders rights to
accelerate repayment of the facilities and to enforce the security granted in
respect of the facilities on account of the defaults thereunder, actions which
would not be prohibited by the automatic stay.

Inability to Pay Dividends On or Redeem Preferred Stock

NTL Incorporated failed to declare or pay dividends due February 15, 2002
on its 13% Senior Redeemable Exchangeable Preferred Stock in the amount of
$6.0 million. In addition, on May 15, 2002, NTL Incorporated failed to declare
or pay dividends on its 13% Senior Redeemable Exchangeable Preferred Stock in
the amount of $6.2 million. NTL Incorporated did not pay dividends on its 5%
cumulative participating convertible preferred stock held by France Telecom on
December 31, 2001 of $37.0 million, on March 31, 2002 of $37.5 million and on
June 30, 2002 of $38.0 million, or on its cumulative convertible preferred
stock held by France Telecom and a group of commercial banks on December 31,
2001 of $24.9 million, March 26, 2002 of $24.1 million and June 30, 2002 of
$42.1 million. Historically, payment of dividends has been made in additional
shares of preferred stock in the case of the 13% preferred stock, the 5%
cumulative participating preferred stock and the cumulative convertible
preferred stock. NTL Incorporated did not pay these dividends due to a lack of
available surplus under Delaware law. Under Delaware law, NTL Incorporated
cannot declare or pay dividends on or redeem its capital stock, including its
preferred stock, unless it has available surplus.

Pursuant to the terms of the 13% preferred stock, the unpaid dividends
will continue to accrue without interest until declared and paid. Pursuant to
the terms of the 5% cumulative convertible preferred stock and the cumulative
convertible preferred stock, the unpaid dividends will continue to accrue
without interest until declared and paid, together with an additional cash
dividend on the amount so unpaid at a rate of 2% per quarter for as long as the
dividends remain unpaid. The failure to declare these dividends is not a
default under any of NTLs existing agreements. With respect to the 13%
preferred stock and 5% cumulative convertible preferred stock, if dividends
remain unpaid for six quarters, the holders of each such series shall have the
right to vote separately as a class on all matters voted on by NTL Incorporated
shareholders and shall have the right, along with other holders of preferred
stock with similar default voting rights, to elect two additional directors to
NTL Incorporateds board.

In addition, the lack of available surplus meant that NTL Incorporated was
not able to redeem its Variable Coupon Redeemable Preferred Stock, Series A,
which is referred to as the Noos One Year Preferred, held by France Telecom,
when it became mandatorily redeemable on May 18, 2002. Because NTL Incorporated
failed to redeem the Noos One Year Preferred on May 18, 2002, pursuant to the
certificate of designation governing the Noos One Year Preferred, the holders
of such preferred stock have the right, along with other holders of preferred
stock with similar default voting rights, to elect two additional directors to
NTL Incorporateds board and shall have the right to vote separately as a
class, on all matters brought to NTL Incorporated shareholders.

At the time of issuance of the Noos One Year Preferred, NTL Incorporated
pledged its shares of Noos to France Telecom to secure the mandatory redemption
obligation under the Noos One Year Preferred and the 6.5% Redeemable Preferred
Stock. Under NTLs reorganization plan (if implemented) and pursuant to this
pledge, NTL will transfer its 27% interest in Noos to France Telecom.

12



---



##### 



Credit Rating Downgrades

On April 3, 2002, credit rating agency Standard & Poors lowered the
long-term corporate credit rating on some of NTLs public debt to D from CCC-,
citing NTLs failure to make a bond interest payment due on April 1, 2002.

Delisting of NTL Incorporated Common Stock

On March 28, 2002, the New York Stock Exchange (NYSE) announced that it
was suspending NTL Incorporateds common stock from trading on the NYSE. This
determination was based upon, among other things, the selling price of NTL
Incorporateds common stock, which closed at $0.20 on March 26, 2002. The
continued listing standards of the NYSE, which were applicable to NTL
Incorporated, required maintenance of a minimum share price of $1.00 over a 30
trading day period and average global market capitalization of $100 million
over a 30 trading day period. NTL Incorporateds common stock fell below both
of these continued listing standards. In addition, on May 9, 2002, Nasdaq
Europe halted trading of NTL Incorporateds common stock pending receipt of
information relating to the restructuring process because of the filing of
NTLs Chapter 11 cases. NTL Incorporated has complied with this information
request, although there can be no assurance that Nasdaq Europe will (1) not
make additional information requests, (2) remove the trading halt on shares of
NTL Incorporateds common stock or (3) not delist shares of NTL Incorporateds
common stock. NTL Incorporateds common stock is currently quoted on the Over
the Counter Bulletin Board under the symbol NTLD.

Sale of NTL Australia

On April 2, 2002, NTL announced that it had completed the previously
announced sale of its Australian broadcast business to Macquarie Communications
Infrastructure Holding Pty Limited for A$850 million (US$451.3 million). The
net proceeds from the sale were approximately A$575.3 million (US$304.5
million). At that time, the business bank debt outstanding totaled A$227.3
million (US$121.7 million).

On April 5, 2002, NTL (Delaware), Inc. loaned £90 million to NTL (UK)
Group Inc., which loan was funded by the proceeds of the sale of NTL Australia.
This loan is subordinated to NTLs UK credit facilities. The remaining proceeds
of the sale of NTL Australia remain at NTL (Delaware), Inc., and the proposed
plan of reorganization anticipates that such proceeds will form a portion of
the consideration to be offered to bondholders of NTL (Delaware), Inc. and NTL
Incorporated in satisfaction of their claims against those companies.

Potential Sale of, or Outside Investment in, Cablecom

It has been agreed to engage UBS Warburg LLC by August 31, 2002 to advise
in connection with an outside investment in, or sale of all or part of,
Cablecom. As part of this process, NTL (Delaware), Inc. and certain of its
subsidiaries have agreed to approve any such outside investment or sale, which
is acceptable to the lenders under the Cablecom credit facility.

It has also been agreed that if such a sale of all or part of Cablecom is
consummated on or before August 31, 2003, the lenders under the Cablecom credit
facility will be entitled to receive additional interest equal to 20% of the
net proceeds of such a sale after repayment of the amounts outstanding under
the Cablecom credit facility and other expenses and taxes of the sale. There
can be no assurance that any outside investment in, or sale of all or part of,
Cablecom pursuant to the Cablecom credit facility will be on terms that are
favorable to NTL and such investment or sale could have a material adverse
effect on NTLs finances and business.

In particular, in the current environment, NTLs shareholding in Cablecom
may have little or no value, which may result in NTL receiving little or no
consideration for its equity interest in Cablecom. Further, if a third party
makes an investment in Cablecom there can be no assurance that NTL will be able
to maintain its ability to direct the management of Cablecom.

Investments in and Loans to Affiliates

On April 15, 2002, a funding request for $20 million was received by NTL
under the terms of the investment agreement relating to NTLs investment in B2.
NTL has informed B2 and the other principal investors that it is not in a
position to comply with this request at this time. The B2 investment agreement
provides that if NTL fails to provide such funding, it may be sued for
non-payment and arguably could lose certain rights under the B2 shareholders
arrangements. Pursuant to the applicable documents, if this occurs the majority
remaining shareholders may also elect to terminate the shareholder arrangements
with respect to NTL and exercise a contractual right to acquire on a pro rata
basis NTLs interest in B2 at 25% of fair market value. If the remaining
shareholders elected to exercise these rights, NTL could be forced to sell its
stake in B2 at a loss. On June 25, 2002, B2 and its remaining shareholders
filed a motion in the Bankruptcy Court requesting relief from the automatic
stay provisions of section 362 of the Bankruptcy Code to exercise their rights
under the relevant documents. Notwithstanding the arguments raised in the
motion, NTL believes that the Bankruptcy Code provides various defenses and
protections of and for NTLs rights under the B2

13



---



##### 



investment agreement and in
respect of its equity interest in B2 and intends to enforce vigorously its
rights and protections.

Premium TV Limited, a wholly-owned subsidiary of NTL (Delaware), Inc., is
obliged to provide funding of up to approximately £62.0 million ($94.5 million)
to fund various of its joint venture interests. Of this amount, the payment of
approximately £50.0 million ($76.2 million) has been guaranteed by NTL
(Delaware), Inc. If Premium TV Limited fails to provide its committed funding
under the relevant shareholder arrangements relating to these joint ventures,
Premium TV Limited and, in respect of the guaranteed amounts, NTL (Delaware),
Inc., may be sued for non-payment. As a result of the recapitalization process,
the relevant joint venture partners may assert that they can compulsorily
acquire Premium TV Limiteds interest in the relevant joint venture at a third
party appraisal valuation. Premium TV Limited is currently in discussions with
certain of these joint venture partners with a view to restructuring the
relevant joint ventures. In the event that these discussions do not reach a
resolution acceptable to Premium TV Limited, Premium TV Limited may seek to
discontinue these joint ventures and terminate their activities, which may also
result in a cessation of substantially all of Premium TV Limiteds activities.
As a result of the restructuring process, the relevant joint venture partners
may assert that they can compulsorily acquire Premium TV Limiteds interest in
the relevant joint venture at a third party appraisal valuation. NTL believes,
however, that it has various defenses and protections under the Bankruptcy Code
against such actions and intends to enforce vigorously its rights and
protections.

Relationships with Suppliers

The uncertainty over NTLs financial condition may adversely affect its
relationships with its suppliers. If NTLs suppliers become increasingly
concerned about its financial condition, they may demand quicker payment terms
or not extend normal trade credit, both of which could further adversely affect
our results of operations, financial condition and cash flows.

3 Investment in Subsidiary

The Company is a United Kingdom corporation that owns and operates a cable
television/telephony system in the South Hertfordshire franchise area, located
adjacent to the northwest perimeter of Greater London, England (the South
Herts System). At June 30, 2002, there were approximately 94,000 homes in the
franchise area, of which approximately 97% had been passed by the South Herts
System.

The Company is owned 66.7 percent by the Partnership and 33.3 percent by NTL
(CWC) Limited. The general partner of the Partnership is Fawnspring Limited
(the General Partner), An indirect wholly owned subsidiary of ntl. The
General Partner provides consulting services to the Partnership and may
delegate some or all of the consulting services to ntl or to other affiliates.

NTL (CWC) Limited, through its subsidiaries and its interest in the Company,
holds exclusive cable television licenses and related non-exclusive
telecommunications licenses covering more than six million potential
residential customers, representing approximately 25% of all homes in the
United Kingdom (including 59% of all homes in Greater London), and
substantially all small-to-medium sized business customers within its 47 cable
franchise areas.

4 Transactions with Affiliated Parties

Consulting and Management Fees

An affiliate of the General Partner is entitled to be paid a consulting fee by
the Company. During the construction phases of the South Herts System, this
consulting fee was 2 per cent of construction costs. Since completion of
construction of each portion of the system, the consulting fee for the
completed portion has been 5 per cent of the gross revenues, excluding revenues
from the sale of cable television/telephony systems. The consulting fee is
calculated and payable monthly. Consulting fees paid or payable by the Company
for the three months ended June 30, 2002 and 2001 were $367,380
and $380,003
respectively. Consulting fees paid or payable by the Company for the six months
ended June 30, 2002 and 2001 were $741,612 and $751,547 respectively. These
amounts were expensed in the Unaudited Consolidated Statements of Operations
for each period.

Distribution Ratios and Reimbursement

Any Partnership distributions made from cash flow (defined as cash
receipts derived from routine operations, less debt principal and
interest payments and cash expenses) are allocated 99 percent to the
limited partners and 1 percent to the General Partner. Any distributions other
than interest income on limited partner subscriptions earned prior to the
acquisition of the Partnerships first cable television system or from cash
flow, such as from the sale or refinancing of a system or upon dissolution of
the Partnership, will be made as follows: 99 percent to the limited

14



---



##### 



partners
and 1 percent to the General Partner until any negative balances in the limited
partners capital accounts are reduced to zero; 100 percent to the General
Partner until any negative balance in its capital account is reduced to
zero; 99 percent to the limited partners and 1 percent to the General Partner
until the balance in the limited partners capital accounts is equal to their
adjusted capital contribution plus a 12 percent return; 100 percent to the
General Partner until
the balance in its capital account is equal to its adjusted capital
contribution, and any remaining income or gain shall be allocated 75 percent
to the limited partners and 25 percent to the General Partner.

The General Partner and its affiliates are entitled to reimbursement from the
Company for direct and indirect expenses allocable to the operation of the
South Herts System, and from the Partnership for direct and indirect expenses
allocable to the operation of the Partnership, which include, but are not
limited to, rent, supplies, telephone, travel, copying charges and salaries of
any full or part-time employees. The General Partner believes that the
methodology used in allocating these expenses is fair and reasonable. During
the three months ended June 30, 2002 and 2001, reimbursements made by the
Company and the Partnership to the General Partner or its affiliates for any
allocable direct and indirect expenses totaled $2,715,098 and $3,260,791
respectively. During the six months ended June 30, 2002 and 2001,
reimbursements made by the Company and the Partnership to the General Partner
or its affiliates for any allocable direct and indirect expenses totaled
$5,227,800 and $6,218,406 respectively.

The General Partner and its affiliates may make advances to, and defer
collection of fees and allocated expenses owed by the Partnership, although
they are not required to do so. The Partnership is charged interest on such
advances and deferred amounts at a rate equal to the General Partners or
certain affiliates weighted average cost of all debt financing from
unaffiliated entities. For the three months ended June 30, 2002 and 2001,
interest on deferred fees of $329,080 and $271,086 respectively, was charged by
an affiliate of the General Partner, and interest on advances of $27,951 and
$24,794 respectively, was charged by the General Partner. For the six months
ended June 30, 2002 and 2001,interest on deferred fees of $638,763 and
$537,654, respectively, was charged by an affiliate of the General Partner, and
interest on advances of $54,296 and $49,392, respectively, was charged by the
General Partner

5 Plant, Property and Equipment

Plant, property and equipment consists of (in $000s):

|                                           |                           |            |             |  |             |  |              |             |             |  |             |             | 
|------------------------------------------ | ------------------------- | ---------- | ----------- |  | ----------- |  | ------------ | ----------- | ----------- |  | ----------- | ----------- | 
|                                           |                           |            | Estimated   |  | June 30,    |  | December 31,
|                                           |                           |            | Useful Life |  | 2002        |  | 2001        
|                                           |                           |            |             |  |             |  |             
|Cable network & other electronic equipment |                           | 3-40 Years |             |  | 109,178,214 |  |              |             | 103,096,046 | 
|                                          
|                                          
|                                          
|                                          
|Freehold buildings                         |                           | 40 Years   |             |  | 3,443,132   |  |              |             | 3,284,583   | 
|                                          
|                                          
|                                          
|                                          
|Office equipment and other fixed assets    |                           | 3-10 Years |             |  | 3,209,754   |  |              |             | 3,099,388   | 
|                                           |                           |            |             |  |             |  |              |             |             |  |             |            
|                                           | Total Operating Equipment |            |             |  |             |  |              | 115,831,100 |             |  |             | 109,480,017 | 
|                                          
|                                          
|                                          
|                                          
|Construction in progress                   |                           |            |             |  |             |  | 1,070,169    |             |             |  | 1,198,256   |            
|                                           |                           |            |             |  |             |  |              |             |             |  |             |            
|                                           |                           |            |             |  |             |  | 116,901,269  |             |             |  | 110,678,273 |            
|                                          
|                                          
|                                          
|                                          
|Accumulated depreciation                   |                           |            |             |  |             |  | (57,942,086  | )           |             |  | (51,716,191 | )          
|                                           |                           |            |             |  |             |  |              |             |             |  |             |            
|                                           |                           |            |             |  |             |  | 58,959,183   |             |             |  | 58,962,082  |            
|                                           |                           |            |             |  |             |  |              |             |             |  |             |            

Long-lived assets are renewed for impairment whenever events or changes in
circumstances indicate that the carrying may not be recoverable. The fair
value of the assets is determined by the sum of the expected future cash flows.
If the fair value is less than the carrying amount of the asset, a loss is
recognized for the difference between the fair value and the carrying value of
the assets.

6 Financing

On April 18, 1995 the Company entered into an agreement with two major banks to
provide a £25,000,000 revolving and term loan credit facility agreement
maturing on December 31, 2003 (the South Herts Credit Agreement). On October
18, 1996, £5,000,000 was canceled and the facility reduced to £20,000,000.

The outstanding facility of £14,475,000 and interest was repaid in full with
funding from NTL on February 21, 2001. Thereafter, NTL South Herts is reliant
upon the support of NTL to continue its operations as a going concern. Such
support may not continue, at least in the short term (see Note 2).

15



---



##### 



SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
(A Limited Partnership)




Item 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Key points concerning our current financial condition and NTLs planned
recapitalization include:

Financial Condition



| |  | NTL Incorporated and its subsidiaries have issued and outstanding approximately $11.5 billion in senior and
subordinated notes and debentures.                                                                                                                                                                                                                                                                                                                                                                                   
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | NTLs UK credit facilities are fully drawn and the revolving tranche of the Cablecom facility has been capped at
its utilized amount of CHF 1,055.0 million. The term tranche of the Cablecom facility is fully drawn.                                                                                                                                                                                                                                                                                                           
| 
| |  | NTL Communications Corp., a wholly-owned indirect subsidiary of NTL Incorporated, did not pay cash interest on
certain series of its notes that was due on April 1, 2002, April 15, 2002, May 15, 2002, June 15, 2002 and August
1, 2002. NTL Incorporated (NTL (Delaware), Inc. as co-obligor) also did not pay cash interest and related fees on
a series of its notes that were due on April 15, 2002 and July 15, 2002 and NTL (Delaware), Inc. did not pay cash
interest on a series of notes that was due on June 15, 2002.
| 
| |  | NTL did not pay the interest payments due on June 15, 2002 with respect to Diamonds 11-3/4% notes due 2005 and on
August 1, 2002 with respect to Diamond Holdings 10% notes due 2008 and 9-1/8% notes due 2008.                                                                                                                                                                                                                                                                                                                
| 
| |  | In accordance with the proposed recapitalization plan, NTL does not plan to make future interest payments on its
currently outstanding publicly traded notes except notes issued by NTL Triangle and, upon emergence from Chapter 11
proceedings, Diamond Holdings Limited.                                                                                                                                                                                                                                                      
| 
| |  | As of May 8, 2002, the date of its Chapter 11 filing, NTL was in default of $95.4 million in interest in respect of
$1,693.4 million in principal amount of its indebtedness.                                                                                                                                                                                                                                                                                                                                                    

Recapitalization Plan



| |  | On May 8, 2002, NTL Incorporated and a number of its subsidiaries, namely, NTL (Delaware), Inc., NTL Communications
Corp., Diamond Cable Communications Limited, Diamond Holdings Limited, and Communications Cable Funding Corp.,
filed a pre-arranged joint reorganization plan under Chapter 11 of the United States Bankruptcy Code. Neither the
Partnership nor NTL South Herts were included in the Chapter 11 filings.                                                                                                                                                                                                                                                                                                        
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Under the proposed reorganization plan, NTL will be split into two companies, one holding all of its UK and Ireland
assets, and the other holding various continental European and other assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| 
| |  | Holders of notes of NTL Incorporated, NTL (Delaware), Inc., NTL Communications Corp. and Diamond Cable
Communications would receive 100% of the initial common stock of NTL UK and Ireland and approximately 86.5% of NTL
Euroco.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| 
| |  | Holders of notes of NTL (Delaware), Inc. would have the option to reinvest all or a portion of NTL (Delaware), Inc.
cash in additional shares of common stock or to receive such cash in the recapitalization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| 
| |  | Common and preferred stockholders of NTL Incorporated, including France Telecom, would participate in a package of
rights (to be priced at a $10.5 billion enterprise value) and warrants entitling them to purchase primary common
stock of NTL UK and Ireland. If fully exercised, those rights and warrants would entitle the current preferred
stockholders to acquire approximately 23.6% and the current common stockholders to acquire approximately 8.9% of
NTL UK and Irelands common stock. Current preferred stockholders, other than France Telecom, would receive
approximately 3.2% and current common stockholders, other than France Telecom, would receive approximately 10.3% of
the primary equity of NTL Euroco.
| 
| |  | Under the reorganization plan, NTL will convert approximately $10.9 of debt to equity, thereby reducing NTL UK and
Irelands debt to approximately $5.8 billion (projected pro forma net debt as of September 1, 2002 as per the
amended disclosure statement filed on July 15, 2002) which will consist of mortgage notes, amounts owed under the
UK credit facilities and Diamond Holdings and NTL Triangle notes and the projected exit facility.                                                                                                                                                                                                                                                                                 
| 
| |  | Under the reorganization plan, NTL Europes debt will consist of the Cablecom credit facility of CHF 1,055.0
million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| 
| |  | The Bankruptcy Court approved the proposed debtor in possession financing in the principal amount of $630 million
in an order dated July 3, 2002. The DIP facility was entered into on July 15, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| 
| |  | At a hearing on July 12, 2002, the Bankruptcy Court approved NTLs amended disclosure statement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| 
| |  | The confirmation hearing in respect of the NTLs second amended joint reorganization plan, filed with the
Bankruptcy Court on July 15, 2002, has been scheduled for September 5, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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LIQUIDITY AND CAPITAL RESOURCES

Recapitalization Process and Ability to Continue Operations

On May 8, 2002, NTL Incorporated (NTL Incorporated, and together with
its consolidated subsidiaries, NTL), the ultimate parent of Fawnspring
Limited, the general partner of the Partnership, NTL (Delaware), Inc., NTL
Communications Corp., Diamond Cable Communications Limited, Diamond Holdings
Limited and Communications Cable Funding Corp. filed a pre-arranged joint
reorganization plan under Chapter 11 of the United States Bankruptcy Code
(referred to as the proposed recapitalization plan). NTLs operating
subsidiaries were not included in the Chapter 11 filing. Toward the end of
2001, while NTL continued to have sufficient liquidity to meet its near term
obligations, it recognized the negative impact of the collapsing European and
U.S. telecommunications markets on its ability to service its debt.
Accordingly, NTL began to implement a strategy to preserve and maximize its
enterprise value. This strategy included the implementation of cost-cutting
measures and the commencement of discussions with certain third parties
regarding strategic alternatives for NTLs business.

The Partnership has required significant amounts of capital to finance
construction of its networks, connection of customers to the networks, other
capital expenditures and for working capital needs. The Partnership
historically met these liquidity requirements through cash flow from
operations, issuances of limited partnership units and borrowing from
commercial banks and NTL. Both the equity and debt capital markets have
recently experienced periods of significant volatility, particularly for
securities issued by telecommunications and technology companies. The ability
of telecommunications companies to access those markets as well as their
ability to obtain financing provided by bank lenders and equipment suppliers
has become more restricted and financing costs have increased. During some
recent periods, the capital markets have been largely unavailable to new issues
of securities by telecommunications companies. NTL Incorporateds public equity
is no longer trading on the New York Stock Exchange, and its debt securities
are trading at or near all time lows. These factors, together with NTLs
substantial leverage, means the Partnership does not currently have access to
its historic sources of capital.

In addition, NTLs UK credit facilities are fully drawn. The revolving
tranche of the Cablecom credit facility has been capped at its utilized amount
of CHF 1,055.0 million although the availability may be increased with the
consent of the requisite majority of the lenders under that facility. The term
tranche of the Cablecom credit facility is fully drawn. NTL Communications
Corp., a wholly-owned indirect subsidiary of NTL Incorporated, did not pay cash
interest on certain series of its notes that was due on April 1, 2002, April
15, 2002, May 15, 2002, June 15, 2002 and August 1, 2002. NTL Incorporated and
NTL (Delaware), Inc., a wholly-owned subsidiary of NTL Incorporated, also did
not pay cash interest and related fees on a series of their notes that were due
on April 15, 2002 and July 15, 2002 and NTL (Delaware), Inc. did not pay cash
interest and related fees on a series of its notes that was due on June 15,
2002. NTL also missed the interest payment due on June 15, 2002 with respect to
Diamonds 11-3/4% notes due 2005 and on August 1, 2002 with respect to the
Diamond Holdings 10% notes due 2008 and 9-1/8% notes due 2008. Upon emerging
from Chapter 11 proceedings, NTL intends to make any required interest payments
on the notes of Diamond Holdings. In accordance with the proposed
recapitalization plan, NTL does not plan to make future interest payments on
its currently outstanding publicly traded notes except notes issued by NTL
Triangle and, upon emergence from Chapter 11 proceedings, Diamond Holdings
Limited.

As of June 30, 2002, the Partnership had nil in cash, cash equivalents and
marketable securities on hand and is reliant upon NTL to meet its liquidity
needs. NTL may require additional cash in the twelve months from July 1, 2002
to June 30, 2003. NTL has obtained a court approved $630 million DIP facility
(described below) on July 15, 2002 to meet the potential cash requirements of
NTL Incorporated and its subsidiaries, excluding Cablecom. NTL expects that the
DIP facility will be replaced with an exit facility for NTL Communications
Corp. and its subsidiaries upon the completion of the recapitalization process, in part because the DIP facility will mature concurrently with the NTLs
emergence from Chapter 11. NTL estimates that its capital expenditures and
debt service requirements, net of cash from operations, will aggregate up to
approximately $250.0 million from July 1, 2002 to June 30, 2003.

Events Leading to the Proposed Recapitalization and Chapter 11 Filings

Beginning in January 2002, NTL was contacted by an unofficial committee of
bondholders regarding the commencement of a comprehensive and consensual
restructuring process. NTL was informed at that time that the members of the
unofficial steering committee of bondholders owned, in the aggregate, more than
50% of the outstanding principal amount of NTLs notes. In connection with the
restructuring process, the steering committee of the unofficial committee of
bondholders retained advisors to facilitate the negotiations.

On January 31, 2002, NTL announced that it had appointed Credit Suisse
First Boston, JP Morgan and Morgan Stanley to advise on strategic and
recapitalization alternatives to strengthen its balance sheet and reduce debt
and put an appropriate capital structure in place for its business.
Subsequently, NTL evaluated various recapitalization alternatives, and met with
a number of strategic investors, to effect a comprehensive consensual
reorganization in a

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timely manner to minimize negative effects on its business
operations. Discussions with such strategic investors did not
result in a proposal which NTLs board of directors believed was comparable or
superior to the value provided to its stakeholders by the proposed plan of
reorganization.

Liberty Media Corporation, one of such potential strategic investors,
which is also a significant shareholder in Telewest plc, another British cable
and telephone company, has discussed various transactions with NTL from time to
time over the past several years. In March 2002, Liberty and NTL amended a
previously existing confidentiality agreement between them to cover the
restructuring process and to include a standstill agreement which prohibited
various acquisitions of, or offers for, NTL debt or equity securities by
Liberty and its subsidiaries until June 30, 2002.

On April 17, 2002, Liberty sent a proposal to NTLs board of directors,
which proposed a cash tender offer for 30% of the outstanding bonds of NTL
Communications Corp. at a small premium to the prevailing market price and an
agreement to vote such acquired bonds in favor of the proposed plan of
reorganization, as well as a participation with NTL in a cash infusion of up
to $500 million into Cablecom. After consultation with NTLs board of directors
and the steering committee of bondholders on April 18, 2002, NTL indicated to
Liberty that it did not consider the Liberty proposal to be in the best
interests of NTL and that the best course of action for NTL to maximize its
enterprise value was to promptly consummate the proposed plan of
reorganization. By letter dated June 28, 2002, NTL received notice that
Liberty was ceasing all discussions with NTL concerning its proposals.

Promptly upon obtaining the requisite waivers from the lenders under its
credit facilities, in March 2002, NTL commenced negotiations with the steering
committee of the unofficial committee of bondholders and its legal and
financial advisors. The negotiations continued during the latter part of March
and throughout April 2002, and also included France Telecom. On April 16, 2002,
NTL announced that it had reached a comprehensive agreement in principle with
the unofficial committee and France Telecom, a significant holder of NTL
Incorporateds preferred stock, on implementing a recapitalization plan. On May
2, 2002, a steering committee of the lending banks under NTLs credit
facilities gave their approval in principle (on a non-legally binding basis) to
NTLs proposed plan of reorganization.

The reorganization plan, if implemented, will result in the cancellation
of all of NTL Incorporateds outstanding shares of common stock, preferred
stock and redeemable preferred stock, and the cancellation of all of the
publicly held notes of NTL Incorporated, NTL (Delaware), Inc. and NTL
Communications Corp. and the transfer of the publicly held notes of Diamond
Cable Communications Limited to NTL UK and Ireland. In addition, if the plan is
implemented NTL will be discharged from its obligation to pay dividends
accruing on the canceled preferred stock and interest accruing on the canceled
notes.

The reorganization plan contemplates that the UK bank debt will remain in
place as part of the recapitalization. Under the plan, NTL would be split into
two companies, one tentatively called NTL UK and Ireland, holding its main UK
and Ireland assets, and one tentatively called NTL Euroco, holding certain of
its continental European and other assets.

To implement the proposed recapitalization, on May 8, 2002, NTL
Incorporated, NTL (Delaware), Inc., NTL Communications Corp., Diamond Cable
Communications Limited, Diamond Holdings Limited and Communications Cable
Funding Corp. filed cases and a pre-arranged joint reorganization plan under
Chapter 11 of the United States Bankruptcy Code. The Partnership and NTLs
operating subsidiaries, including NTL South Herts, were not included in the
Chapter 11 filing.

On June 21, 2002, the United States Trustee appointed an official
unsecured creditors committee. The creditors committee is comprised of the
three indenture trustees for the debt securities of NTL and the ten members of
the steering committee of NTLs bondholders. The members of the creditors
committee are: The Bank of New York; Wilmington Trust Company; Wells Fargo
Bank Minnesota, National Association; Angelo Gordon & Co. LP; Capital Research
& Management Company; Franklin Mutual Advisers, LLC; Oaktree Capital Management
LLC; Salomon Brothers Asset Management; Appaloosa Management, LP; Fidelity
Management & Research Co.; MacKay Shields LLC; SAB Capital Management, L.P.;
and W.R. Huff Asset Management Co., LLC.

On May 24, 2002, NTL Incorporated and its debtor subsidiaries filed an
amended joint reorganization plan and disclosure statement. The bankruptcy
court approved the disclosure statement on July 12, 2002 as containing
information of a kind and in sufficient detail to enable the holders of claims
against or interests in the debtors to make an informed judgment with respect
to the reorganization plan prior to exercising their right to vote to accept or
reject the reorganization plan. At that time the Court set September 5, 2002
as the date for the hearing to consider confirmation of the amended joint
reorganization plan as subsequently amended. On July 15, 2002, NTL
Incorporated and its debtor subsidiaries filed an amended disclosure statement
and a second amended joint reorganization plan. A copy of the second amended
joint reorganization plan and the related disclosure statement are included as
exhibits to NTL Incorporateds Current Report on Form 8-K filed on July 16,
2002.

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The filing of the petitions seeking relief filed under Chapter 11
constituted an event of default under the indentures of each of the entities
which filed such Chapter 11 petitions and amounts outstanding under these
indentures became immediately due and payable. No action has been taken to
date in respect of those defaults and any such action likely would be barred by
the automatic stay that exists by virtue of the Chapter 11 filings. The
filing of NTLs Chapter 11 petitions also constituted an event of default under
NTLs UK credit facilities and the Cablecom credit facility, allowing the
lenders thereunder to declare amounts outstanding to be immediately payable.
Those lenders have not taken any action to date in respect of those defaults,
and a steering committee of those lenders has agreed in principle (in a
non-legally binding manner) to the proposed recapitalization.

DIP facility

In connection with the proposed joint reorganization plan, certain members
of the official unsecured creditors committee of bondholders committed to
provide up to $500 million of new debt financing to NTL during the Chapter 11
process. The new financing will ensure that NTLs business operations have
access to sufficient liquidity to continue ordinary operations. GE Capital, an
affiliate of GE Capital Structured Finance Group Limited, one of the lenders
under the Senior Credit Facility, and Wilmington Trust Company, the trustee
under the Indentures governing certain of the NTL Incorporated subordinated
notes, filed objections to the DIP facility. The Bankruptcy Court approved the
DIP facility in the principal amount of $630 million (including a $130 million
commitment from NTL (Delaware), Inc. and $500 million from certain members of
the creditors committee) over such objections in an order issued on July 3,
2002. On July 15, 2002, the various lenders under the DIP facility and NTL
(Delaware), Inc., entered into the DIP facility agreement with Communications
Cable Funding Corp., a subsidiary of NTL Incorporated, to provide $630 million
in financing to Communications Cable Funding Corp.

In connection with the commitment, NTL Incorporated and its debtor
subsidiaries were to pay a commitment fee to the bondholder DIP lenders equal
to 2% of the $500 million commitment (i.e., $10 million). Accordingly, on May
6, 2002, and May 7, 2002, NTL delivered to its bank written instructions to pay
by wire transfer to each lender under the DIP facility such lenders pro rata
portion of the commitment fee. Due to administrative difficulties, however,
some of the lenders under the DIP facility did not receive their pro rata
portion of the commitment fee prior to the commencement of the Chapter 11
cases. In total, as of May 8, 2002, $428,000 of the $10 million commitment fee
had not been paid to the applicable lenders under the DIP facility. Pursuant
to an order of the court dated May 31, 2002, the remaining $428,000 of the
commitment fee was paid to the applicable lenders under the DIP facility.

Each term loan under the DIP facility will bear interest on the unpaid
principal amount for three months from July 15, 2002 at the rate of 11% per
annum. With respect to each successive three month period following that date,
the rate per annum will increase incrementally by 1% over the immediately
preceding three month period but will not exceed 18% per annum for any three
month period.

NTL (Delaware), Inc. is also a lender under the DIP facility and will lend
up to $130 million. NTL (Delaware), Inc. has cash on hand and, because the
Chapter 11 cases are not substantively consolidated, NTL Incorporated and its
debtor subsidiaries and the steering committee of bondholders have concluded
that the cash at NTL (Delaware), Inc. is to be used to partially fund the
reorganization of all of the debtors. NTL (Delaware), Inc. will receive
interest and is entitled to the same protections as the other bondholder DIP
lenders.

Under the DIP facility agreement, Communications Cable Funding is the
borrower, and all of the other debtors (other than Diamond Cable and Diamond
Holdings) are guarantors, except that NTL Communications Corp. is also a
co-obligor of the loans from NTL (Delaware), Inc. Under the DIP facility
agreement, the cash (except for the DIP facility proceeds) of the borrower and
the guarantors will be cash collateral for the DIP facility and will not be
used or transferred for any purpose whatsoever without the consent of the
bondholder DIP lenders. All funding needs of the debtors will be funded
through the proceeds of the DIP facility, in accordance with a budget and the
terms of the DIP facility agreement.

Under the DIP facility agreement, the loan structure contains three
tranches that rank equally with each other. All amounts owed under the DIP
facility agreement are required to be paid in full no later than the earlier of
(i) the consummation of the reorganization plan, (ii) December 1, 2002, and
(iii) the date on which all of the term loans become due and payable in full
under the DIP facility agreement, whether by acceleration or otherwise.

On July 17, 2002, NTL drew the first tranche available under the facility
in the amount of $229.0 million.

A copy of the DIP facility agreement was attached as an exhibit to Form
8-K filed by NTL Incorporated with the Commission on July 19, 2002.

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Exit Facility

Because of the short maturity of the DIP facility and the longer term
liquidity needs of NTL, as well as the requirements under the Bankruptcy Code
for confirmation of and the conditions to consummation of NTLs proposed plan,
NTL will require the reorganized NTL and/or Communications Cable Funding Corp.
to enter into an exit financing facility. The exit financing or any
alternative financing would refinance (at least in part) the DIP facility and
may be used as consideration for the refinancing of the note payable to NTL
(Delaware), Inc. from NTL (UK) Group Inc. Because of the present market
conditions which are unfavorable to telecommunications companies generally,
there can be no assurance that NTL will successfully obtain an acceptable exit
facility, although NTL is presently in discussions with various parties about
alternatives.

NTL expects that the exit facility may be secured by various assets of the
reorganized NTL, including those which secure the DIP facility, and would rank
senior to all current and future subordinated debt of the reorganized NTL.

NTL also expects that the exit facility would impose operating and
financial restrictions on the reorganized NTL and its subsidiaries. These
restrictions would significantly limit or prohibit, among other things, the
reorganized NTLs ability and the ability of its subsidiaries to incur
additional indebtedness, pay dividends, or make distributions in respect of
capital stock, make other restricted payments, enter into sale and leaseback
transactions, create liens upon assets, enter into transactions with affiliates
or related persons, sell assets, or consolidate, merge, or sell all or
substantially all of their assets. The exit facility also likely would require
the reorganized NTL to satisfy some of the financial covenants on an ongoing
basis. NTL cannot determine at this time whether these financial covenants
would have a material impact on the reorganized NTLs ability to finance future
operations or capital needs or to engage in other business activities.

The terms, covenants, and conditions of an exit facility have not been
finalized and remain subject to negotiation and final documentation.

Proposed Recapitalization Plan

Under the proposed recapitalization plan, NTL would be split into two
companies, one tentatively called NTL UK and Ireland and holding substantially
all of NTLs UK and Ireland assets, and one tentatively called NTL Euroco and
holding substantially all of NTLs continental European and other assets.

Holders of notes of NTL Incorporated (other than France Telecom), NTL
(Delaware), Inc. (other than France Telecom), NTL Communications Corp. and
Diamond Cable Communications Limited would in the aggregate receive 100% of the
initial common stock of NTL UK and Ireland (excluding shares issuable in the
rights offerings and upon the exercise of warrants (discussed below) and upon
the exercise of options which will be granted to certain employees of NTL UK
and Ireland). Holders of notes of NTL Incorporated (other than France Telecom),
NTL (Delaware), Inc. (other than France Telecom) and NTL Communications Corp.
would in the aggregate receive (i) 100% of the preferred stock of NTL Euroco
and (ii) a certain amount of cash as specified in the amended joint
reorganization plan. Holders of the subordinated notes of NTL Incorporated
(other than France Telecom), NTL (Delaware), Inc. (other than France Telecom)
and NTL Communications Corp. would in the aggregate receive 86.5% of the
initial common stock of NTL Euroco (excluding shares issuable upon the exercise
of options which will be granted to certain employees of NTL Euroco). Holders
of senior notes of NTL Communications Corp. would receive the value of a
specified number of shares of common stock of NTL Euroco pursuant to the
amended joint reorganization plan. Notes of NTL Incorporateds subsidiaries
Diamond Holdings Limited and NTL (Triangle) LLC would remain outstanding and
interest payments will be made.

Current preferred and common stockholders of NTL Incorporated, including
France Telecom, would receive warrants to purchase common stock of NTL UK and
Ireland and rights entitling them to purchase common stock of NTL UK and
Ireland. For each share of common stock purchased upon exercise of rights, the
person exercising such rights will receive a warrant to purchase one share of
common stock of NTL UK and Ireland. The rights will be exercisable, on an
oversubscription basis, for the 20-business day period after the entry of the
confirmation order, as such period may be extended, and the warrants will be
exercisable for a period of eight years at an exercise price of $77.47 per
share. The number of shares to be received upon exercise of the warrants is
subject to customary adjustments for stock splits, stock recapitalizations and
distributions of property (other than cash) to holders of NTL UK and Ireland
common stock. If fully exercised, the rights and warrants would entitle the
current preferred stockholders of NTL Incorporated to acquire approximately
23.6% and the current common stockholders of NTL Incorporated to acquire
approximately 8.9% of NTL UK and Irelands primary common stock on the
effective date of the recapitalization. Holders of the subordinated notes of
NTL Incorporated (other than France Telecom), NTL (Delaware), Inc. (other than
France Telecom), and NTL Communications Corp. would have the right to purchase
any shares of NTL UK and Ireland common stock and warrants not subscribed for
in the rights offering by the preferred and common stockholders of NTL
Incorporated. It is expected that the warrants will be listed or quoted on the
same

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exchange or inter-dealer quotation system as the shares of common stock of
the reorganized NTL. NTL has had
preliminary conversations with the New York Stock Exchange regarding the
listing of the common stock of NTL UK and Ireland on the Exchange following the
effective date of its plan of reorganization. Based on these preliminary
conversations there has been no indication from the New York Stock Exchange
that NTL UK and Ireland will qualify for listing on the Exchange. There can
be no assurance that shares of NTL UK and Ireland common stock and/or Series A
Warrants will be listed on an exchange or be eligible for trading on an
inter-dealer quotation system on the effective date of the bankruptcy or at any
time thereafter or that an orderly trading market will develop for these
securities.

Current preferred stockholders of NTL Incorporated, other than France
Telecom, would receive approximately 3.2% and current common stockholders,
other than France Telecom, would receive approximately 10.3% of the primary
equity of NTL Euroco. It is contemplated that, subject to the consummation of
the recapitalization, France Telecom would also receive NTL Incorporateds 27%
interest in Noos, pursuant to a pledge of such interest to France Telecom given
at the time of its acquisition.

During the recapitalization process, NTL has maintained normal and regular
trade terms with its suppliers and customers. There can be no assurance that
NTLs suppliers will continue to provide normal trade credit or credit on
acceptable terms, if at all, or that customers will continue to do business or
enter into new business with NTL. See also Risk Factors for a summary of
risks related to NTLs business in general and the recapitalization process in
particular.

Section 1129 of the United States Bankruptcy Code requires, among other
things, a showing that confirmation of the proposed recapitalization plan will
not be followed by liquidation or the need for further financial reorganization
of NTL Incorporated, NTL (Delaware), Inc., NTL Communications Corp., Diamond
Cable Communications Limited or Diamond Holdings Limited, and that the value of
distributions to dissenting holders of claims and interests may not be less
than the value such holders would receive in a liquidation under Chapter 7 of
the United States Bankruptcy Code. Although NTL believes that the proposed
recapitalization plan will meet these tests, there can be no assurance that the
Bankruptcy Court will reach the same conclusion.

The United States Bankruptcy Code also requires that a plan must provide
the same treatment for each claim or interest in a particular class, unless a
holder agrees to a less favorable treatment of its particular claim or
interest. NTL believes that the proposed recapitalization plan complies with
this requirement of the United States Bankruptcy Code. However, if a member of
a class objects to its treatment, or if the Bankruptcy Court finds that the
proposed recapitalization plan does not comply with the requirements of the
United States Bankruptcy Code, confirmation of the plan could be delayed or
prevented. In addition, each class of impaired claims and interests that will
(or may) be entitled to receive property under the plan will have the
opportunity to vote to accept or reject the plan. If an impaired class of
claims or interests rejects the plan, NTL may request confirmation of the plan
pursuant to the cramdown provisions of the United States Bankruptcy Code.
Even if the requirements for cramdown are met, the Bankruptcy Court, which,
as a court of equity may exercise substantial discretion, may choose not to
confirm the plan. There can be no assurance that the proposed recapitalization
plan will be confirmed.

Bank Waivers

Before NTL could commence negotiations with the unofficial committee of
bondholders, it was necessary to obtain waivers from the lenders under NTLs
credit facilities. Effective March 8, 2002, these lenders granted waivers
which, until March 29, 2002, provided that the commencement of negotiations
with bondholders with a view to rescheduling its debt would not constitute an
event of default under the credit facilities. Such initial waivers did not
permit NTL to make to any of its bondholders an exchange or similar offer for
NTLs outstanding public notes or to enter into a legally binding agreement
with the unofficial steering committee of bondholders, subject to some
exceptions, without the consent of the lenders under the credit facilities. But
for the initial waivers, the commencement of negotiations with bondholders
would have been an event of default under the credit facilities.

Effective March 28, 2002, the lenders under the credit facilities agreed
to amend the initial waivers. The amendments to the initial waivers extended
the duration of the initial waivers to April 29, 2002 in the case of the UK
credit facilities or May 14, 2002 in the case of the Cablecom credit facility,
unless the interest payments missed by NTL Communications Corp. on April 1,
2002 were remedied or a sufficient number of bondholders agreed to forbear in
respect of such non-payment, in which case, the UK credit facilities waivers
were to be extended to May 14, 2002. As a condition to the amendment to the
initial waivers, the UK lenders required NTL (Delaware), Inc. to loan £90
million to NTL (UK) Group, Inc. following receipt of the proceeds from the sale
of NTL Australia. Such loan was actually made (with the approval of the lenders
under the UK credit facilities) to NTL (UK) Group, Inc. and then on-lent to
certain subsidiaries of NTL (UK) Group, Inc. This loan, which was made on April
5, 2002, is structurally senior to the outstanding public notes issued by NTL
Communications Corp. and contractually senior to intra-group debt owed by NTL
(UK) Group, Inc. to NTL Communications Corp. but contractually subordinated to
the UK credit facilities. In connection with the amendments to the waivers, NTL
affirmed the provisions of the initial waivers and agreed, among

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other things,
not to commence voluntary dissolution proceedings, including proceedings under
Chapter 11 of the United States Bankruptcy Code, without the consent of these
lenders.

As of the date of this Form 10-Q, there are no current waivers from NTLs
secured lenders and NTL is therefore in default under its UK credit facilities
and the Cablecom credit facility. In connection with the proposed
recapitalization plan, it is intended that the existing events of default under
the credit facilities will be cured by amendment with effect from the effective
date of the recapitalization, if it is approved by creditors and the Bankruptcy
Court. On May 2, 2002, a memorandum was executed by NTL, a steering committee
of its lending banks and the unofficial committee of its public bondholders
indicating the parties agreement in principle (on a non-legally binding basis)
to the terms of the proposed recapitalization and the terms on which NTLs UK
credit facilities should be amended and restated and with respect to certain
matters relating to the sale of, or investment in, Cablecom.

Cablecom GmbH, an indirect wholly-owned subsidiary of NTL (Delaware),
Inc., is the principal trading company of NTLs Swiss group. There were a
number of technical defaults under the Swiss credit facility made available to
Cablecom and various of its subsidiaries. In addition, as of December 31, 2001,
Cablecoms and six of its direct and indirect subsidiaries liabilities
exceeded their respective assets. As a consequence, under Swiss law, those
entities were deemed to be overindebted. This also constituted an event of
default under the Cablecom credit facility, which entitled the lenders to
accelerate repayment. Such an acceleration would have resulted in an event of
default under NTL Incorporateds and NTL (Delaware), Inc.s 5.75% convertible
subordinated notes due 2011 and 5.75% convertible subordinated notes due 2009.

Under Swiss law, the board of directors of an overindebted company is
generally obliged to notify a judge of overindebtedness so that the judge may
either institute insolvency proceedings or postpone such adjudication and take
appropriate measures to preserve the value of the assets. An overindebted
company is not required to notify a judge if the creditors of the overindebted
entity subordinate their claims in the amount of the overindebtedness.

The problem of overindebtedness was resolved on June 26 and June 27, 2002
in certain of the overindebted subsidiaries when they were merged into Cablecom
and other members of the Cablecom group. The remaining overindebted
subsidiaries were not merged but the overindebtedness issue was resolved in
those subsidiaries by way of subordination agreements which obviated any
requirement to institute insolvency proceedings in respect of these companies.

At the end of April 2002 the defaults subsisting at that time were
remedied or were waived by the restatement of the credit agreement and the
grant of a waiver letter. However, conditions subsequent such as the grant of
new security and the deposit of share certificates relating to minority
shareholdings pledged to the banks were imposed by these documents and other
new finance documents executed pursuant to the restatement.

Since the end of April 2002 the following defaults have occurred under the
Cablecom finance documents: (1) The indentures issued by NTL (Delaware), Inc.
and NTL Incorporated have become payable and have not been paid; (2) NTL
(Delaware), Inc. has commenced negotiations with its creditors with a view to
the general rescheduling of its indebtedness and has commenced proceedings
under Chapter 11 of the U.S. Bankruptcy Code pursuant to which it intends to
reorganize its debt; (3) NTL (Delaware), Inc. has liabilities which exceed the
value of its assets and is unable to pay its debts as they fall due; (4)
Cablecom was unable to satisfy the conditions to allow it to rollover revolving
advances maturing in early July 2002. The revolving advances remained unpaid
for several days until Cablecom was able to obtain the consent of the banks to
waive the conditions to their rollover; (5) Certain of the conditions
subsequent imposed by the restated credit agreement, the waiver letter and
other finance documents executed pursuant to the restated credit agreement have
yet to be fulfilled.

The outstanding defaults under the Cablecom finance documents entitle the
facility agent to demand repayment of the loan and enforce the security granted
to secure that loan. The facility agent has discretion to take those steps and
can be compelled to take those steps by a group of banks holding at least
66-2/3% in aggregate of the loan.

Future developments in Cablecoms business, as well as external factors,
could result in a reemergence of the over indebtedness issue under Swiss law.

Interest Payments on Public Notes

NTL has substantial interest payment obligations under its existing
indebtedness. NTL did not make scheduled interest payments on the following due
dates:

|                         |  |                       |  |              |  |  |  | 
|------------------------ |  | --------------------- |  | ------------ |  |  |  | 
|April 1, 2002:           |  |                       |  |              |  |  |  | 
|                        
|                        
|                        
|                        
|NTL Communications Corp. |  | 9-1/2% notes due 2008 |  | $8.6 million

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|                                                    |  |                         |  |               |  |  |  | 
|--------------------------------------------------- |  | ----------------------- |  | ------------- |  |  |  | 
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 11-1/2% notes due 2008  |  | $35.9 million
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 11-7/8% notes due 2010  |  | $29.7 million
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |  | Total                   |  | $74.2 million
|                                                   
|                                                   
|                                                   
|                                                   
|April 15, 2002:                                     |  |                         |  |               |  |  |  | 
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 12-3/4% notes due 2005  |  | $17.7 million
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Incorporated (NTL (Delaware), Inc., co-obligor) |  | 5-3/4% notes due 2011   |  | $2.5 million 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |  | Total                   |  | $20.2 million
|                                                   
|                                                   
|                                                   
|                                                   
|May 15, 2002:                                       |  |                         |  |               |  |  |  | 
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 9-1/4% notes due 2006   |  | $10.5 million
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 6-3/4% notes due 2008   |  | $38.8 million
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 9-7/8% notes due 2009   |  | $15.7 million
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |  | Total                   |  | $65.0 million
|                                                   
|                                                   
|                                                   
|                                                   
|June 15, 2002:                                      |  |                         |  |               |  |  |  | 
|                                                   
|                                                   
|                                                   
|                                                   
|Diamond Cable
Communications Limited                |  | 11-3/4% notes due 2005  |  | $31.2 million
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 7% notes due 2008       |  | $17.1 million
|                                                   
|                                                   
|                                                   
|                                                   
|NTL (Delaware), Inc.                                |  | 5-3/4% notes due 2009   |  | $34.5 million
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |  | Total                   |  | $82.8 million
|                                                   
|                                                   
|                                                   
|                                                   
|July 15, 2002:                                      |  |                         |  |               |  |  |  | 
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Incorporated (NTL (Delaware), Inc., co-obligor) |  | 5-3/4% notes due 2011   |  | $2.5 million 
|                                                   
|                                                   
|                                                   
|                                                   
|August 1, 2002:                                     |  |                         |  |               |  |  |  | 
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 11-1/2% notes due 2006  |  | $60.4 million
|                                                   
|                                                   
|                                                   
|                                                   
|NTL Communications Corp.                            |  | 12-3/8% notes dues 2008 |  | $18.3 million
|                                                   
|                                                   
|                                                   
|                                                   
|Diamond Holdings Limited                            |  | 10% notes due 2008      |  | $10.5 million
|                                                   
|                                                   
|                                                   
|                                                   
|Diamond Holdings Limited                            |  | 9-1/8% notes due 2008   |  | $5.0 million 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |  | Total                   |  | $94.2 million

Interest payments of $18.9 million were made, when due, on April 2, 2002
in respect of Diamond Cable Communications 13.25% senior discount notes due
2004. Upon emerging from Chapter 11 proceedings, NTL intends to make any
required interest payments on the notes of Diamond Holdings Limited.

In accordance with the proposed recapitalization plan, NTL does not plan
to make future interest payments on its currently outstanding publicly traded
notes except notes issued by NTL Triangle (a non-debtor) and, upon emergence
from Chapter 11 proceedings, Diamond Holdings Limited.

Interest Payments on Public Notes

If the applicable issuer does not pay interest on these notes after a 30
day grace period expires there is an event of default under the indenture in
respect of the notes on which the interest is due and unpaid. An event of
default entitles the trustee under the indenture or the holders of 25% of the
outstanding notes to declare the principal amount of those notes to be
immediately due and payable. Even if the maturity of those notes is not
accelerated after the 30 day grace period, such an event of default would also
result in an event of default in respect of other debt (commonly called cross
defaults) under most of NTLs other notes. Therefore, there was an event of
default for failure to pay interest on May 1, 2002 under the indentures
relating to the missed interest payments due April 1, 2002 and on May 16, 2002,
under the indentures relating to the missed interest payments due April 15,
2002. As a result, cross defaults occurred under NTLs other indentures at NTL
Communications Corp., NTL (Delaware), Inc., NTL Incorporated and under NTLs UK
credit facilities and under the Cablecom credit facility. This gave holders of
the outstanding series of debt at these entities the right to accelerate
repayment of those debts by declaring the principal amount of the debts to be
immediately due and payable. As a result of the payment defaults as well as
NTLs voluntary filing under Chapter 11 of the United States Bankruptcy Code on
May 8, 2002, there is an event of default under all of NTLs credit facilities
and the indentures governing all of NTLs publicly traded debt, other than debt
of NTL Triangle. As a result of the Chapter 11 filings, all of NTLs publicly
traded debt, other than the debt of NTL Triangle, became immediately due and
payable, pursuant to the terms of the indentures governing such debt. The
automatic stay of Section 362 of the United States Bankruptcy Code prevents the
holders of such debt from seeking to enforce their collection rights under the
indentures, except within the context of the Chapter 11 cases, and even then
only with the prior approval of the Bankruptcy Court. However, NTL has received
letters from the agents for the lenders under the UK credit facilities
reserving such lenders rights to accelerate repayment of the facilities and to
enforce the security granted in respect of the facilities on account of the
defaults thereunder, actions which would not be prohibited by the automatic
stay.

23



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##### 



Inability to Pay Dividends On or Redeem Preferred Stock

NTL Incorporated failed to declare or pay dividends due February 15, 2002
on its 13% Senior Redeemable Exchangeable Preferred Stock in the amount of
$6.0 million. In addition, on May 15, 2002, NTL Incorporated failed to declare
or pay dividends on its 13% Senior Redeemable Exchangeable Preferred Stock in
the amount of $6.2 million. NTL Incorporated did not pay dividends on its 5%
cumulative participating convertible preferred stock held by France
Telecom on December 31, 2001 of $37.0 million, on March 31, 2002 of $37.5
million and on June 30, 2002 of $38.0 million, or on its cumulative
convertible preferred stock held by France Telecom and a group of commercial
banks on December 31, 2001 of $24.9 million, March 26, 2002 of $24.1 million
and June 30, 2002 of $42.1 million. Historically, payment of dividends has
been made in additional shares of preferred stock in the case of the 13%
preferred stock, the 5% cumulative participating preferred stock and the
cumulative convertible preferred stock. NTL Incorporated did not pay these
dividends due to a lack of available surplus under Delaware law. Under
Delaware law, NTL Incorporated cannot declare or pay dividends on or redeem
its capital stock, including its preferred stock, unless it has available
surplus.

Pursuant to the terms of the 13% preferred stock, the unpaid dividends
will continue to accrue without interest until declared and paid. Pursuant to
the terms of the 5% cumulative convertible preferred stock and the cumulative
convertible preferred stock, the unpaid dividends will continue to accrue
without interest until declared and paid, together with an additional cash
dividend on the amount so unpaid at a rate of 2% per quarter for as long as the
dividends remain unpaid. The failure to declare these dividends is not a
default under any of NTLs existing agreements. With respect to the 13%
preferred stock and 5% cumulative convertible preferred stock, if dividends
remain unpaid for six quarters, the holders of each such series shall have the
right to vote separately as a class on all matters voted on by NTL Incorporated
shareholders and shall have the right, along with other holders of preferred
stock with similar default voting rights, to elect two additional directors to
NTL Incorporateds board.

In addition, the lack of available surplus meant that NTL Incorporated was
not able to redeem its Variable Coupon Redeemable Preferred Stock, Series A,
which is referred to as the Noos One Year Preferred, held by France Telecom,
when it became mandatorily redeemable on May 18, 2002. Because NTL Incorporated
failed to redeem the Noos One Year Preferred on May 18, 2002, pursuant to the
certificate of designation governing the Noos One Year Preferred, the holders
of such preferred stock have the right, along with other holders of preferred
stock with similar default voting rights, to elect two additional directors to
NTL Incorporateds board and shall have the right to vote separately as a
class, on all matters brought to NTL Incorporated shareholders.

At the time of issuance of the Noos One Year Preferred, NTL Incorporated
pledged its shares of Noos to France Telecom to secure the mandatory redemption
obligation under the Noos One Year Preferred and the 6.5% Redeemable Preferred
Stock. Under NTLs reorganization plan (if implemented) and pursuant to this
pledge, NTL will transfer its 27% interest in Noos to France Telecom.

Credit Rating Downgrades

On April 3, 2002, credit rating agency Standard & Poors lowered the
long-term corporate credit rating on some of NTLs public debt to D from CCC-,
citing NTLs failure to make a bond interest payment due on April 1, 2002.

Delisting of NTL Incorporated Common Stock

On March 28, 2002, the New York Stock Exchange (NYSE) announced that it
was suspending NTL Incorporateds common stock from trading on the NYSE. This
determination was based upon, among other things, the selling price of NTL
Incorporateds common stock, which closed at $0.20 on March 26, 2002. The
continued listing standards of the NYSE, which were applicable to NTL
Incorporated, required maintenance of a minimum share price of $1.00 over a 30
trading day period and average global market capitalization of $100 million
over a 30 trading day period. NTL Incorporateds common stock fell below both
of these continued listing standards. In addition, on May 9, 2002, Nasdaq
Europe halted trading of NTL Incorporateds common stock pending receipt of
information relating to the restructuring process because of the filing of
NTLs Chapter 11 cases. NTL Incorporated has complied with this information
request, although there can be no assurance that Nasdaq Europe will (1) not
make additional information requests, (2) remove the trading halt on shares of
NTL Incorporateds common stock or (3) not delist shares of NTL Incorporateds
common stock. NTL Incorporateds common stock is currently quoted on the Over
the Counter Bulletin Board under the symbol NTLD.

Sale of NTL Australia

On April 2, 2002, NTL announced that it had completed the previously
announced sale of its Australian broadcast business to Macquarie Communications
Infrastructure Holding Pty Limited for A$850 million (US$451.3 million). The
net proceeds from the sale were approximately A$575.3 million (US$304.5
million). At that time, the business bank debt outstanding totaled A$227.3
million (US$121.7 million).

24



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##### 



On April 5, 2002, NTL (Delaware), Inc. loaned £90 million to NTL (UK)
Group Inc., which loan was funded by the proceeds of the sale of NTL Australia.
This loan is subordinated to NTLs UK credit facilities. The remaining proceeds
of the sale of NTL Australia remain at NTL (Delaware), Inc., and the proposed
plan of reorganization anticipates that such proceeds will form a portion of
the consideration to be offered to bondholders of NTL (Delaware), Inc. and NTL
Incorporated in satisfaction of their claims against those companies.

Potential Sale of, or Outside Investment in, Cablecom

It has been agreed to engage UBS Warburg LLC by August 31, 2002 to advise
in connection with an outside investment in, or sale of all or part of,
Cablecom. As part of this process, NTL (Delaware), Inc. and certain of its
subsidiaries have agreed to approve any such outside investment or sale, which
is acceptable to the lenders under the Cablecom credit facility.

It has also been agreed that if such a sale of all or part of Cablecom is
consummated on or before August 31, 2003, the lenders under the Cablecom credit
facility will be entitled to receive additional interest equal to 20% of the
net proceeds of such a sale after repayment of the amounts outstanding under
the Cablecom credit facility and other expenses and taxes of the sale. There
can be no assurance that any outside investment in, or sale of all or part of,
Cablecom pursuant to the Cablecom credit facility will be on terms that are
favorable to NTL and such investment or sale could have a material adverse
effect on NTLs finances and business.

In particular, in the current environment, NTLs shareholding in Cablecom
may have little or no value, which may result in NTL receiving little or no
consideration for its equity interest in Cablecom. Further, if a third party
makes an investment in Cablecom there can be no assurance that NTL will be able
to maintain its ability to direct the management of Cablecom.

Investments in and Loans to Affiliates

On April 15, 2002, a funding request for $20 million was received by NTL
under the terms of the investment agreement relating to NTLs investment in B2.
NTL has informed B2 and the other principal investors that it is not in a
position to comply with this request at this time. The B2 investment agreement
provides that if NTL fails to provide such funding, it may be sued for
non-payment and arguably could lose certain rights under the B2 shareholders
arrangements. Pursuant to the applicable documents, if this occurs the majority
remaining shareholders may also elect to terminate the shareholder arrangements
with respect to NTL and exercise a contractual right to acquire on a pro rata
basis NTLs interest in B2 at 25% of fair market value. If the remaining
shareholders elected to exercise these rights, NTL could be forced to sell its
stake in B2 at a loss. On June 25, 2002, B2 and its remaining shareholders
filed a motion in the Bankruptcy Court requesting relief from the automatic
stay provisions of section 362 of the Bankruptcy Code to exercise their rights
under the relevant documents. Notwithstanding the arguments raised in the
motion, NTL believes that the Bankruptcy Code provides various defenses and
protections of and for NTLs rights under the B2 investment agreement and in
respect of its equity interest in B2 and intends to enforce vigorously its
rights and protections.

Premium TV Limited, a wholly-owned subsidiary of NTL (Delaware), Inc., is
obliged to provide funding of up to approximately £62.0 million ($94.5 million)
to fund various of its joint venture interests. Of this amount, the payment of
approximately £50.0 million ($76.2 million) has been guaranteed by NTL
(Delaware), Inc. If Premium TV Limited fails to provide its committed funding
under the relevant shareholder arrangements relating to these joint ventures,
Premium TV Limited and, in respect of the guaranteed amounts, NTL (Delaware),
Inc., may be sued for non-payment. As a result of the recapitalization process,
the relevant joint venture partners may assert that they can compulsorily
acquire Premium TV Limiteds interest in the relevant joint venture at a third
party appraisal valuation. Premium TV Limited is currently in discussions with
certain of these joint venture partners with a view to restructuring the
relevant joint ventures. In the event that these discussions do not reach a
resolution acceptable to Premium TV Limited, Premium TV Limited may seek to
discontinue these joint ventures and terminate their activities, which may also
result in a cessation of substantially all of Premium TV Limiteds activities.
As a result of the restructuring process, the relevant joint venture partners
may assert that they can compulsorily acquire Premium TV Limiteds interest in
the relevant joint venture at a third party appraisal valuation. NTL believes,
however, that it has various defenses and protections under the Bankruptcy Code
against such actions and intends to enforce vigorously its rights and
protections.

25



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##### 



Relationships with Suppliers

The uncertainty over NTLs financial condition may adversely affect its
relationships with its suppliers. If NTLs suppliers become increasingly
concerned about its financial condition, they may demand quicker payment terms
or not extend normal trade credit, both of which could further adversely affect
our results of operations, financial condition and cash flows.

The Partnership

The Partnerships source of cash has been the net proceeds of its offerings of
limited partnership interests. Historically, the Partnerships principal uses
of cash have been capital contributions to NTL South Herts in order to fund the
Partnerships proportionate share of the construction costs of the South Herts
System. As discussed below, the General Partner believes that no additional
capital contributions will be required to fund the completion of construction
and operations of the South Herts System. Accordingly, in the future, it is
currently intended that the Partnerships uses of cash will be restricted to
covering its administration costs (principally insurance premiums, legal and
accounting costs associated with the Partnerships annual audit and periodic
regulatory filings and general administration). As of June 30, 2002 the
Partnership had current liabilities of $2,476,823 of which $2,255,036 was owing
to NTL group companies, and consolidated current liabilities of $60,124,063, of
which $59,902,276 was owing to NTL group companies. Accordingly, until such
time as NTL South Herts begins to pay dividends on its ordinary shares (which
is not expected in the foreseeable future) the Partnership will be required to
fund its administrative expenses by additional issuances of limited partnership
interests or from borrowings. It is unlikely that NTL South Herts will be able
to sell debt or equity securities in the public markets at least in the short
term or to obtain financing from commercial banks. It is unlikely that NTL
will provide funds to NTL South Herts at least in the short term. As a result,
NTL South Herts may not be able to continue operations as a going concern.

Financing

On April 18, 1995, NTL South Herts entered into an agreement with two major
banks to provide a £25,000,000 revolving and term loan credit facility
agreement maturing on December 31, 2003 (the South Herts Credit Agreement).
On October 18, 1996, £5,000,000, of availability was cancelled and the facility
reduced to £20,000,000.

The outstanding facility of £14,475,000 and interest was repaid in full with
funding from NTL on February 21, 2001. Thereafter, NTL South Herts is reliant
upon the support of NTL to continue its operations as a going concern. Such
support may not continue, at least in the short term (see Note 2).

Condensed Consolidated Statement of Cash Flows

Net cash outflow from operating activities amounted to $1,047,287 and
$23,365,750 for the six months ended June 30, 2002 and 2001, respectively. Net
cash used in investing activities amounted to $1,047,287 and $2,436,710 for the
six months ended June 30, 2002 and 2001. In addition repayments of the
principal on the South Herts Credit Agreement amounted to $nil compared with
$20,929,040 in 2001.

Results of Operations for the Three and Six Months Ended June 30, 2002 and 2001

Revenues of the Partnership increased by $181,824 for the three months ended
June 30, 2002, from $7,030,445 over the corresponding period in 2001 to
$7,212,269 in 2002. Revenues of the Partnership increased by $356,636 for the
six months ended June 30, 2002, from $14,056,685 over the corresponding period
in 2001 to $14,413,321 in 2002. The increases in revenue resulted from an
increase in the number of digital customers served by the South Herts System.
At June 30, 2002, the Company served 20,297 digital customers compared with
16,303 digital customers at June 30, 2001. Also, during 2001, NTL South Herts
launched its broadband internet access service and at June 30, 2002 had 2,940
broadband customers. NTL South Herts intends to drive the majority of revenue
growth from increasing revenue from existing customers rather than through the
addition of new customers. This allows NTL South Herts to achieve its revenue
targets, have a lower capital requirement due to fewer installations, and
improve its results as it reduces costs.

Cost of goods sold decreased $265,709 for the three months ended June 30, 2002,
from $2,945,773 over the corresponding period in 2001 to $2,680,064 in 2002.
Cost of goods sold decreased $506,398 for the six months ended June 30, 2002,
from $6,110,793 over the corresponding period in 2001 to $5,604,395 in 2002.
Cost of goods sold has reduced due to efficiencies and cost reductions achieved
by NTL.

26



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##### 



Selling, general and administrative expenses amounted to $131,565 for the three
months ended June 30, 2002, compared to $33,069 over the corresponding period
in 2001. Selling, general and administrative expenses amounted to $186,291 for
the six months ended June 30, 2002, compared to $68,563 over the corresponding
period in 2001. The increase in selling, general and administrative expenses
is attributable to changes in the pound sterling/U.S. dollar exchange rate as
certain costs of the partnership, including interest expense with respect to
loans from affiliates of the general partner, are incurred in pounds sterling
but reported in U.S. dollars. The Partnership incurred foreign currency gains
of $36,237 and $70,049 for the three months ended June 30, 2001 and six months
ended June 30, 2001, respectively, and foreign currency losses of $93,509 and
$78,929 for the three months ended June 30, 2002 and six months ended June 30,
2002, respectively.

Management fees and allocated overhead from the General Partner decreased by
$556,576 for the three months ended June 30, 2002, from $3,640,794 over the
corresponding period in 2001 to $3,084,218 in 2002. Management fees and
allocated overhead from the General Partner decreased by $1,000,541 for the six
months ended June 30, 2002, from
$6,969,953 over the corresponding period in 2001 to $5,969,412 in 2002.
Management fees and allocated overhead from the General Partner have reduced
due to efficiencies and cost reductions achieved by NTL.

Depreciation and amortization expense decreased $36,896 for the three months
ended June 30, 2002, from $1,755,198 over the corresponding period in 2001 to
$1,718,302 in 2002. Depreciation and amortization expense decreased $7,403,936
for the six months ended June 30, 2002, from $10,949,231 over the corresponding
period in 2001 to $3,545,295 in 2002. The reduction results from the adjustment
of $8 million in the quarter ended March 31, 2001 following the review of the
book value and useful economic lives of customer installation costs and cable
converter costs upon the acquisition by NTL of the Company in May 2000.
Previously, these costs had been depreciated over varying lives between 7 and
40 years. Customer installation and cable converter costs are now depreciated
over three years being the Partnerships estimate of the average life of
customer connection. This represented a change in accounting estimate and
resulted in an adjustment of $8 million in the quarter ended March 31, 2001
relating to those costs which would have been fully depreciated under the
revised policy. The net book value of customer connection costs and cable
converters acquired in the three years prior to May 2000 are depreciated over
the remainder of their revised useful economic lives. The increase in
depreciation in the quarter ended June 30, 2002 of the reduction in the useful
economic lives of these assets was $81,114.

Interest expense increased by $61,151 for the three months ended June 30, 2002,
from $295,880 over the corresponding period in 2001 to $357,031 in 2002.
Interest expense decreased by $155,507 for the six months ended June 30, 2002,
from $848,566 over the corresponding period in 2001 to $693,059 in 2002.
Overall, interest expense has reduced due to the repayment of the loan facility
on February 21, 2001. It should be noted that the Company and Partnership are
still incurring interest on deferred charges paid for by the General Partner.

The net loss decreased by $553,989 for the three months ended June 30, 2002,
from a loss of $1,132,564 over the corresponding period in 2001 to a loss of
$578,575 in 2002. The net loss decreased by $6,162,686 for the six months ended
June 30, 2002, from a loss of $7,339,537 over the corresponding period in 2001
to a loss of $1,176,851 in 2002. The reduction in the net loss over the period
to June 30, 2002 compared to 2001 is principally due to efficiencies and cost
reductions achieved by NTL and the adjustment to depreciation charge in the
first quarter 2001 following the review of the asset lives of certain network
assets of NTL South Herts.

27



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##### 



RISK FACTORS

The Partnership is dependent upon receipt of sufficient funds from its
subsidiary or the parent companies of its general partner to meets its
obligations. Unless NTLs proposed recapitalization plan is implemented, it is
likely that NTL will not be able to provide the Partnership with cash in the
futures, at least in the short term.

The Partnership has no independent operations or significant assets other
than investments in and advances to NTL South Herts and does not generate
sufficient cash flow from its operations to fund its operational expenses. The
Partnership has historically met its cash requirements through issuances of
limited partnership units and borrowing from banks and NTL. Given NTLs
liquidity situation, unless its proposed recapitalization plan is implemented
it is likely that NTL will not be able to provide the Partnership with cash at
least for the short-term. Given NTLs high leverage and current liquidity
situation, NTL may not be able to raise cash through the issuance of debt or
equity from banks or other third-party lenders on reasonable terms or at all.
If NTL is unable to find alternative sources of cash, the Partnership may
become subject to bankruptcy proceedings in the U.S. or the UK.

We have limited liquidity and are dependent upon NTL to meet our liquidity
requirements. If NTL is unable to successfully implement a recapitalization,
there is substantial doubt about our ability to continue as a going concern.

We have limited liquidity and are dependent upon NTL to meet our liquidity
requirements. NTL does not currently have access to its historic sources of
liquidity in the capital markets and its credit facilities are either fully
drawn or NTL is currently unable to access remaining undrawn amounts. As a
consequence, NTL needs to restructure its outstanding debt and/or raise new
funds. On May 8, 2002 NTL filed a pre-arranged joint reorganization plan under
Chapter 11 of the United States Bankruptcy Code. On May 24, 2002, NTL filed an
amended plan, which sets forth the joint reorganization plan, subject to court
approval, to which NTL, an unofficial committee of its public bondholders and
France Telecom, a significant holder of NTL Incorporateds preferred stock,
have agreed in principle. On July 15, 2002, NTL Incorporated and its debtor
subsidiaries filed an amended disclosure statement and a second amended joint
reorganization plan which has been distributed to stakeholders of NTL. A
steering committee of the lending banks under NTLs credit facilities has given
its agreement in principle (on a non-legally binding basis) to the terms of the
proposed plan of reorganization. However, the proposed plan of reorganization
remains subject to a favorable vote of NTLs impaired creditors and bankruptcy
court approval. We may also face the possibility of insolvency proceedings in
the UK or elsewhere.

The successful implementation of the proposed recapitalization plan is not
assured as it will require the support of NTLs creditors and preferred
stockholders as well as other conditions including Court approval.

The completion of the proposed recapitalization contemplated by the
agreement in principle with the unofficial bondholder committee will require
support from NTLs creditors and holders of NTL Incorporateds preferred stock,
including France Telecom. The proposed recapitalization plan will be
implemented pursuant to the Chapter 11 reorganization plan, once confirmed and
consummated. Consummation of the proposed recapitalization plan will require a
favorable vote by impaired classes of creditors, satisfaction of bankruptcy law
requirements and confirmation by the United States Bankruptcy Court, which, as
a court of equity, may exercise substantial discretion and choose not to
confirm the proposed recapitalization plan. Even if such a plan receives the
necessary support from many classes of NTLs creditors, there can be no
assurance that it will be completed. If a protracted reorganization were to
occur, or a liquidation would be necessary, there is a risk that the value of
NTL would be eroded to the detriment of some or all NTL stakeholders.

NTL is in default under its credit facilities.

Before NTL could commence negotiations with the unofficial committee of
its bondholders it needed to obtain waivers from the lenders under its credit
facilities. These lenders granted waivers which, until April 30, 2002 in the
case of the UK credit facilities, or May 14, 2002 in the case of the Cablecom
facility, provided that NTLs commencement of negotiations with bondholders
with a view to rescheduling of its debt would not constitute an event of
default under its credit facilities.

The UK credit facilities waivers terminated on April 29, 2002, as a result
of which, there was an event of default under each of the credit facilities
with respect to the missed interest payments on April 1, 2002. In addition,
NTLs voluntary filing under Chapter 11 of the United States Bankruptcy Code
constituted an event of default under NTLs UK credit facilities and the
Cablecom credit facility. These events of default entitle the lenders under
NTLs credit facilities to accelerate repayment. NTL does not have sufficient
cash resources to repay its outstanding indebtedness if it is declared
immediately due and payable. In addition, the lenders could also seek to take
control over the assets over which they hold security. Although a steering
committee of NTLs lenders has agreed in principle (on a

28



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##### 



non-legally binding
basis) to the proposed recapitalization, there can be no assurance that they
will not take such actions.

NTL did not pay interest due on
some of its outstanding notes and does not plan
to make future interest payments on most of its outstanding notes.

NTL Incorporated, NTL (Delaware), Inc. and NTL Communications Corp. did
not make scheduled interest payments and payments of related fees since prior
to April 1, 2002. Upon emerging from Chapter 11 proceedings, NTL intends to
make any required interest payments on the notes of Diamond Holdings. In
accordance with the proposed recapitalization plan, NTL does not plan to make
future interest payments on its currently outstanding publicly traded notes
except notes issued by NTL Triangle and, upon emergence from Chapter 11
proceedings, Diamond Holdings Limited.

As a result of these payment defaults and as a result of NTLs Chapter 11
bankruptcy filings, there is currently an event of default in respect of all of
NTLs publicly traded notes other than the notes issued by NTL Triangle. As a
result of the Chapter 11 filings, this debt is immediately due and payable.

NTL has no current availability to borrow under its existing credit facilities.

NTL has no current ability to borrow under its existing UK credit
facilities, as it has borrowed the full amounts available. With respect to the
Cablecom credit facility, the term tranche is fully drawn and the revolving
tranche has been capped at its utilized amount of CHF 1,055.0 million although
the availability may be increased with the consent of the requisite percentage
of lenders under the facility. If that facility is not refinanced or Cablecom
cannot be sold, the Cablecom credit facility is due to be repaid on April 30,
2003. Without substantial investment from a third party or further borrowing,
Cablecom would be unable to repay the facility which would have a material
adverse effect on its business.

Uncertainty over NTLs
financial condition may harm our business and our brand name.

Adverse publicity or news coverage regarding NTLs financial condition,
NTLs Chapter 11 bankruptcy filing and potential outcomes of the
recapitalization process could have an adverse effect on parts of our business.
Similarly, negative press about the financial condition of other cable and pay
television operations and alternative telecom carriers in general may effect
our reputation. For example, one of NTLs key strategies is to increase its
penetration of higher value small to medium size enterprises, or SMEs, and
provide increased retail services of bundled voice, data and Internet services
for SMEs. However, due to the negative publicity surrounding NTLs financial
condition and the potential effect of that publicity on NTLs brand name, we
may find it difficult to convince SMEs to take up our services. Even if NTL
successfully completes the recapitalization process, there is no assurance that
it will not adversely impact our results of operations or have a long-term
effect on our brand.

In addition, this uncertainty may adversely affect our relationships with
our suppliers. If suppliers become increasingly concerned about NTLs financial
condition they may demand quicker payment terms or not extend normal trade
credit, both of which could further adversely affect our working capital
position. We may not be successful in obtaining alternative suppliers if the
need arises and this would adversely affect our results of operations.

The recapitalization process has
required significant time and resources of NTLs directors and
senior managers, which could adversely affect the operation of our business.

NTLs senior managers and directors have needed to spend significant
amounts of their time dealing with the negotiations with bondholders, bank
lenders and other stakeholders in connection with the recapitalization process
and it is likely that they will continue to devote significant amounts of their
time to this process for the foreseeable future. This has diverted their time
and resources from managing the operations of our business. If NTLs senior
managers and directors continue to spend significant amounts of their time in
connection with the recapitalization process, this may have a negative impact
on our operations.

We have historically incurred
losses and generated negative cash flows and we cannot assure you that we will be profitable in the future.

Construction and operating expenditures and interest costs have resulted
in negative cash flow. We also expect to incur substantial additional losses.
We cannot be certain that we will achieve or sustain profitability in the
future. Failure to achieve profitability has and could in the future diminish
our ability to sustain our operations, obtain additional required funds and
make required payments on any indebtedness we have incurred or may incur.

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Our growth has been curtailed by funding constraints.

We have significantly decreased the amount we are spending on capital
expenditures due to our liquidity constraints. As a result, we will be unable
to increase our subscriber numbers in the short term and our revenue may be
adversely affected. The decrease in capital expenditure is the result of NTLs
need to divert increasing amounts of its financial resources to service its
debt. The decrease in capital spending is in line with NTLs current strategy
of maximizing revenue from existing customers rather than increasing its
customer base. In its consumer business in the UK, NTL expects subscriber
numbers to decrease in 2002. The revenue NTL expects to result from its capital
expenditure is long-term in nature. The reduction in capital expenditures for
connecting new subscribers to our network will likely lead to a decrease in the
rate of revenue growth in the future. Difficulties in obtaining additional
funding will likely hamper our ability to connect new subscribers to our
network and increase our revenue.

One of NTLs key strategies
is to reduce customer churn. However there can be no assurance that
we will successfully accomplish this or that our churn rate will not increase.

NTL has experienced rapid growth and development in a relatively short
period, either through acquisitions or connecting customers to its network. One
of NTLs biggest challenges as it has grown has been to limit customer churn
and the successful implementation of its business plan depends upon a reduction
in the percentage of customers that stop using its services. Factors
contributing to increase of churn during 2001 included the continued
integration of the ConsumerCo acquisition, the existence of multiple billing
systems, the introduction of digital television and NTLs decision to
disconnect some of our poor paying customers.

In order to reduce churn in the future, NTL aims to improve customer
service. This improvement will be difficult to obtain without an integrated
billing system and a customer database across NTLs entire network. NTL does
not as yet have an integrated billing and operational platform.

NTLs ability to reduce churn could also be adversely affected by the
successful launch of digital terrestrial television by BskyB and the BBC, who
have recently successfully applied for licenses to furnish such a service.

Another part of NTLs strategy to reduce churn is an increased take up of
broadband services by our existing customers. If this increased level of take
up does not materialize, we may have difficulties in reducing churn levels,
thereby adversely impacting our results of operations.

Failure to successfully market
broadband to our existing consumer client base
will adversely impact our revenue and results of operations.

A significant component of NTLs strategy to increase average revenue per
unit is to successfully market broadband products to its existing consumer
client base. However, NTL believes that its triple play offering of telephony,
broadband access to the Internet and digital television will prove attractive
to its existing customer base and allow it to increase average revenue per
user. However, NTL faces significant competition in these markets, through
digital satellite and digital terrestrial television and through alternative
Internet access media, such as DSL offered by BT and some of its competitors
have substantially greater financial and technical resources than it does. If
NTL is unable to charge prices for broadband services that are anticipated in
its business plan in response to competition or if its competition delivers a
better product to customers, our average revenue per unit and our results of
operations will be adversely affected.

We are dependent upon a small number of key personnel.

A small number of key executive officers manage our businesses. The loss
of one or more of these executive officers could have a material adverse effect
on us. We believe that our future success will depend in large part on our
continued ability to attract and retain highly skilled and qualified personnel.
We have not entered into written employment contracts or non-compete agreements
with, nor have we obtained life insurance policies covering those key executive
officers.

Our principal businesses are
subject to government regulation, including pricing regulation, and changes in current regulations may adversely affect us.

Our principal business activities are regulated and supervised by various
governmental bodies. Changes in laws, regulations or governmental policy or the
interpretations of those laws or regulations affecting our activities and those
of our competitors, such as licensing requirements, changes in price regulation
and deregulation of interconnection arrangements, could have a material adverse
effect on us.

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We are also subject to regulatory initiatives of the European Commission.
Changes in EU Directives may reduce our range of programming and increase the
costs of purchasing television programming or require us to provide access to
our cable network infrastructure to other service providers, which could have a
material adverse effect on us.

The telecommunications industry
is subject to rapid technological changes and
we cannot predict the effect of any changes on our businesses.

The telecommunications industry is subject to rapid and significant
changes in technology and the effect of technological changes on our businesses
cannot be predicted. Our core offerings may become outdated due to
technological breakthroughs rendering our products out of date. In addition,
our business plan contemplates the introduction of services using new
technologies. Customer demand for this service is uncertain as customers may
not readily switch from their current telephony service, especially if the
quality of the service is not or is perceived not to be comparable to other
telephony services. Similarly, our investments in other new services may prove
premature and we may not realize anticipated returns on these new products. The
cost of implementation for emerging and future technologies could be
significant, and our ability to fund such implementation may depend on our
ability to obtain additional financing. We cannot be certain that we would be
successful in obtaining any additional financing required.

We do not insure the underground portion of our cable network.

We obtain insurance of the type and in the amounts that we believe are
customary for similar companies. Consistent with this practice, we do not
insure the underground portion of our cable network. Substantially all of our
cable network is constructed underground. Any catastrophe that affects our
underground cable network could result in substantial uninsured losses.

Defense of putative class action
suits filed against NTL Incorporated and
certain of its officers could have a negative impact on NTLs businesses.

The putative class action lawsuits filed against NTL Incorporated and
certain of its officers which were commenced by seven of its purported
shareholders, on behalf of certain purchasers of NTL Incorporateds securities
may have a negative impact on its results of operations and business. Three of
these lawsuits have been voluntarily dismissed with respect to NTL Incorporated
because they were filed subsequent to the commencement of NTLs Chapter 11
cases. The claims arising out of the remaining suits against NTL Incorporated
will be discharged under the Bankruptcy Code if the proposed recapitalization
plan is confirmed by the Bankruptcy Court. The claims arising out of the suits
against the individual officers remain and will not be discharged under the
Bankruptcy Code if the recapitalization plan is confirmed, but may be released
pursuant to the terms of the plan itself. If, for any reason, the claims
against these officers are not released under the plan, defense of such suits
may divert the officers time and resources from managing the operations of
NTLs business. If these officers spend significant amounts of time defending these
lawsuits, there may be a negative impact on results of operations and business.

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Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The functional currency of NTL South Herts is UK pounds sterling and all
revenue and significantly all costs are incurred in UK pounds sterling. The
aggregate potential loss from a hypothetical one percent fall in the UK£/US$
exchange rate is $6,048 and $13,548 for the three and six months period end
June 30, 2002 respectively. The South Herts Credit Agreement was repaid in
full with funding from NTL on February 21, 2001 which eliminates significantly
all interest rate risk to the Company.

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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements contained herein constitute forward-looking statements as
that term is defined under the Private Securities Litigation Reform Act of
1995. When used in this Form 10-Q, the words, believe, anticipate,
should, intend, plan, will, expects, estimates, projects,
positioned, strategy, and similar expressions identify such forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Registrant, or industry results, to be materially
different from those contemplated or projected, forecasted, estimated or
budgeted, whether expressed or implied, by such forward-looking statements.
Such factors include, among others, those set forth under the caption Risk
Factors in this Form 10-Q as well as: the ability of the Partnership to
continue as a going concern; the ability of the Partnership to obtain trade
credit and shipments and terms with vendors and service providers for current
orders; the Partnerships ability to maintain contracts that are critical to
its operations; potential adverse developments with respect to the
Partnerships liquidity or results of operations; the ability to fund and
execute its business plan; the ability to attract, retain and compensate key
executives and associates; the ability of the Partnership to attract and retain
customers; general economic and business conditions; technological
developments; the Partnerships ability to continue to design networks; install
facilities; obtain and maintain any required governmental licenses or
approvals; and finance construction and development, all in a timely manner at
reasonable costs and on satisfactory terms and conditions, as well as
assumptions about customer acceptance, churn rates, overall market penetration
and competition from providers of alternative services, the impact of
restructuring and integration actions, the impact of new business opportunities
requiring significant up-front investment and interest rate and currency
exchange rate fluctuations.

PART II OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

|   |  |                                                       |  | 
|-- |  | ----------------------------------------------------- |  | 
|a) |  | Exhibits                                              |  | 
|  
|  
|  
|  
|   |  | 99.1 Certification pursuant to 18 U.S.C. Section 1350 |  | 
|  
|  
|  
|  
|b) |  | Reports on Form 8-K                                   |  | 
|  
|  
|  
|  
|   |  | Form 8-K, filed with the Commission on May 28, 2002   |  | 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

| |  |  |                                                                                                       |                                        |  | 
| |  |  | ----------------------------------------------------------------------------------------------------- | -------------------------------------- |  | 
| |  |  | SOUTH HERTFORDSHIRE UNITED
  KINGDOM FUND, LTD.
a Colorado limited partnership
BY: FAWNSPRING LIMITED |                                        | 
|
|
|
|
| |  |  |                                                                                                       | Its General Partner                    |  | 
|
|
|
|
| |  |  |                                                                                                       |                                        |  | 
|
|
|
|
| |  |  | BY:                                                                                                   | /s/ Barclay Knapp                      | 
| |  |  |                                                                                                       |                                        |  | 
| |  |  |                                                                                                       | Barclay Knapp
Director
August 19, 2002 |  | 
|
|
|
|
| |  |  |                                                                                                       |                                        |  | 
|
|
|
|
| |  |  | BY:                                                                                                   | /s/ John F. Gregg                      | 
| |  |  |                                                                                                       |                                        |  | 
| |  |  |                                                                                                       | John F. Gregg
Director
August 19, 2002 |  | 

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