Form of Release Agreement



 Exhibit 10.51 
  
 FORM OF RELEASE AGREEMENT 
  
 This Release Agreement (the “Agreement”) is entered into as of this      day of March
2004 by and between Eximius Capital Funding, Ltd., Angelo Gordon & Co., L.P., Oaktree Capital Management, LLC, Capital Research and Management Company, Goldentree Asset Management, LP, and W.R. Huff CM, L.L.C., WRH High Yield Partners, L.P., and
Qwest Occupational Health Trust (each, a “Plaintiff,” and collectively, “Plaintiffs”), and (i) Telewest Communications plc f/k/a Telewest plc (the “Company”), Anthony Stenham, Charles Burdick, Stephen Cook, Mark Luiz,
Denise Kingsmill, Anthony Rice, Stanislas Yassukovich and Adam Singer (each, a “Telewest Defendant”), (ii) Liberty Media Corporation, Liberty Media International, Inc., Liberty UK Holdings, Inc., Liberty UK, Inc., Liberty Twsty Bonds,
Inc., John C. Malone, Robert Bennett, Miranda Curtis and Graham Hollis (each, a “Liberty Defendant”), and (iii) IDT Corporation, IDT Venture Capital, Inc., IDT UK Cable, Inc. f/k/a Microsoft UK Cable, Inc. and IDT Cable Partnership
Holdings, Inc. f/k/a Microsoft Cable Partnership Holdings, Inc. (each an “IDT Defendant”) (each Telewest Defendant, Liberty Defendant, and IDT Defendant, a “Defendant,” and collectively, “Defendants”) (“Party”
or “Parties” shall mean Plaintiffs and Defendants). 
  
 Now, therefore, in consideration of the mutual promises and undertakings set forth herein, and pursuant to the obligations of the Parties under a Term Sheet dated as of August 14, 2003 and executed as of September 12, 2003 (the “Term
Sheet”), attached hereto as Exhibit 1, the Parties agree as follows: 







 1. Mutual Release of All Claims. 
  
 a. Covenant not to Sue and Release by Plaintiffs. Each
Plaintiff, individually and on behalf of its directors, officers, parents, subsidiaries, affiliates, related entities, predecessors, successors, assigns, agents, administrators, attorneys, and representatives of any kind (such Plaintiff’s
“Plaintiff Releasors”), hereby covenants not to sue with respect to, and fully, finally, and forever releases, surrenders, remises, acquits, and forever discharges each Defendant and each of such Defendant’s present or former parents,
subsidiaries, insurers, affiliates, related entities, predecessors, successors, assigns, officers, directors, administrators, shareholders, general or limited partners, principals, agents, employees, accountants, attorneys and representatives of any
kind (the “Defendant Released Persons”) from, any and all claims, demands, actions, liabilities, obligations, damages, suits in equity, debts, accounts, costs, expenses, setoffs, contributions, interest, dividends, promises, covenants,
attorneys’ fees and/or causes of action of whatever kind or character, whether past, present or future, known or unknown, liquidated or unliquidated, accrued or unaccrued, which such Plaintiff and its Plaintiff Releasors have or might claim to
have against the Defendant Released Persons concerning the Company or any of its shares, debentures or Derivative Agreements (as defined in the Company’s Explanatory Statement to Schemes of Arrangement (“Explanatory Statement”)),
including without limitation any claims, matters, allegations, transactions, facts, circumstances or occurrences involved, set forth, relating to, arising out of, or referred to in the litigations captioned (i) Eximius Capital Funding, Ltd.
v. Telewest Communications plc f/k/a Telewest plc, Index No. 601284/03 in the Supreme Court of the State of New York, County of New York, (ii) Eximius Capital Funding, Ltd. v. Telewest Communications plc f/k/a Telewest plc et
al., Index No. 601492/03 in the Supreme Court of the State of New York, County of New York, and (iii) Angelo Gordon & Co. et al. v. Liberty TWSTY Bonds, Inc. et al., Index No. 02-5146 in the 
  

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 United States District Court for the Southern District of New York (collectively, the “Actions”),
provided, however, that this Agreement shall not be deemed to diminish or affect the rights of such Plaintiff to full performance of this Agreement, or any agreement executed by such Plaintiff or its Plaintiff Releasors and any
Defendant or its Defendant Released Persons and which, by its terms, continues after the effective date of this Agreement. 
  
 b. Indemnity. Each Plaintiff hereby agrees to indemnify and hold harmless each Defendant and each Defendant’s Defendant Released
Persons, without duplication, from and against all losses, damages, liabilities, deficiencies, obligations, costs and expenses (collectively, “Losses”) directly or indirectly resulting from or arising out of (i) any breach or failure to
perform by such Plaintiff or such Plaintiff’s Plaintiff Releasors of the covenant not to sue set forth in paragraph 1.a. above and (ii) any claim, action, investigation, suit or proceeding (including any judgments, assessments, fines,
interests, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts and other fees, costs and expenses) incurred in connection therewith) commenced or brought by such Plaintiff or such Plaintiff’s
Plaintiff Releasors in breach, violation or contravention of the release and covenant not to sue set forth in paragraph 1.a. above. The indemnity under this paragraph shall apply regardless of the effectiveness or validity of the release given by or
on behalf of such Plaintiff or such Plaintiff’s Plaintiff Releasors. 
  
 c. Covenant not to Sue and Release by Defendants. Each Defendant, individually and on behalf of its directors, officers, parents, subsidiaries, predecessors, successors, assigns, agents, administrators,
attorneys, and representatives of any kind (such Defendant’s “Defendant Releasors”), hereby covenants not to sue with respect to, and fully, finally, and forever releases, surrenders, remises, acquits, and forever discharges each
Plaintiff 
  

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 and each of such Plaintiff’s present or former parents, subsidiaries, insurers, affiliates, predecessors,
successors, assigns, officers, directors, administrators, shareholders, general or limited partners, principals, agents, employees, accountants, attorneys and representatives of any kind (the “Plaintiff Released Persons”) from, any and all
claims, demands, actions, liabilities, obligations, damages, suits in equity, debts, accounts, costs, expenses, setoffs, contributions, interest, dividends, promises, covenants, attorneys’ fees and/or causes of action of whatever kind or
character, whether past, present or future, known or unknown, liquidated or unliquidated, accrued or unaccrued, which such Defendant and its Defendant Releasors have or might claim to have against the Plaintiff Released Persons concerning the
Company or any of its shares, debentures or Derivative Agreements (as defined in the Explanatory Statement), including without limitation any claims, matters, allegations, transactions, facts, circumstances or occurrences involved, set forth,
relating to, arising out of, or referred to in the Actions, provided, however, that this Agreement shall not be deemed to diminish or affect the rights of Defendants to full performance of this Agreement, the Term Sheet, or any
agreement executed by such Defendant or its Defendant Releasors and any Plaintiff or its Plaintiff Released Persons and which, by its own terms, continues after the effective date of this Agreement. 
  
 d. Indemnity. Each Defendant hereby agrees to indemnify and
hold harmless each Plaintiff and each Plaintiff’s Plaintiff Released Persons, without duplication, from and against all Losses directly or indirectly resulting from or arising out of (i) any breach or failure to perform by such Defendant or
such Defendant’s Defendant Releasors of the covenant not to sue set forth in paragraph 1.c. above and (ii) any claim, action, investigation, suit or proceeding (including any judgments, assessments, fines, interests, penalties, costs and
expenses (including settlement costs and reasonable legal, accounting, experts and other fees, costs and 
  

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 expenses) incurred in connection therewith) commenced or brought by such Defendant or such Defendant’s Defendant
Releasors in breach, violation or contravention of the release and covenant not to sue set forth in paragraph 1.c. above. The indemnity under this paragraph shall apply regardless of the effectiveness or validity of the release given by or on behalf
of such Defendant or such Defendant’s Defendant Releasors. 
  
 e. Limitation of Liability. The Parties acknowledge and agree that the obligations of each Plaintiff are several and not joint with any other Plaintiff and the obligations of each Defendant are several and not joint with any
other Defendant. 
  
 2. Acknowledgements. Each of
the individuals authorized to execute this Agreement on behalf of plaintiffs Eximius Capital Funding, Ltd., W.R. Huff CM, L.L.C., WRH High Yield Partners, L.P., and Qwest Occupational Health Trust acknowledge and agree that, before the
Company’s Scheme is sanctioned by the High Court of England, they will procure the consent of The Huff Alternative Fund LP to the withdrawal or dismissal by Credit Agricole Indosuez of the winding up petition dated October 29, 2002 in respect
of Telewest and will procure that The Huff Alternative Fund LP takes all steps that are necessary to inform the High Court of such consent. The acknowledgments, obligations and agreements set forth in this paragraph shall take effect as of the date
this Agreement is executed. 
  
 3. Acknowledgements.
Each Plaintiff acknowledges that IDT Corporation, IDT Venture Capital, Inc., IDT UK Cable, Inc. f/k/a Microsoft UK Cable, Inc. and IDT Cable Partnership Holdings, Inc. f/k/a Microsoft Cable Partnership Holdings, Inc. were never served with the
complaint in any of the Actions and are referred to herein as “Defendants” solely for convenience purposes and each such IDT Defendant acknowledges that it has not asserted any claims in connection with any of the Actions. 
  

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 4. Knowing Release. The Parties have knowingly and voluntarily executed this Agreement
after consultation with counsel regarding its binding and irrevocable effect. 
  
 5. Successors and Assigns. This Agreement is binding on and for the benefit of the Parties, including their successors, assigns, and personal representatives. Each Defendant Released Person and Plaintiff
Released Person is a third party beneficiary of the obligations and release set forth in Section 1 and will be entitled to enforce and have the benefit of such provisions as if such Person or entity were a signatory of this Agreement. 
  
 6. Authority to Execute This Agreement. Each Party represents
to the other Parties hereto that this Agreement has been duly authorized, executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party, and is enforceable against such Party in accordance with its terms.
Each Party that is not a natural person represents to the other Parties hereto that such Party is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization. 
  
 7. Effective Date of This Agreement. This Agreement shall
become effective as of the Effective Date (as that term is defined in the Explanatory Statement), except, however, the acknowledgements, obligations and agreements set forth in paragraph 2 of this Agreement shall take effect as of the date this
Agreement is executed. 
  
 8. Notices. All notices,
requests, demands, consents, approvals and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand or by reputable national overnight delivery service, or mailed by certified or
registered mail, postage prepaid, return receipt requested, or sent by facsimile, 
  
 If to a Plaintiff: 

					
	 	 	                         Attention:
	 	  


	 	 	                         Facsimile:
	 	  



  

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	 	 	 with a copy to:

	 	 	  



  
 If to a Telewest Defendant:

  
 Telewest Communications plc 
 Legal Department 
 Export House 
 Cawsey Way, Woking 
 Surrey GU21 6QX 
 United Kingdom 
 Attention: 
 Facsimile: 
  
 with a copy to: 
  
 Weil, Gotshal & Manges LLP 
 767 Fifth Avenue 
 New York, New York 10153 
 Attention:     Greg A. Danilow, Esq. 
 Facsimile:     (212) 310-8007 
  

If to a Liberty Defendant: 
  
 Liberty Media Corporation 
 1230 Liberty Boulevard 
 Englewood, CO 80112 
 Attention:     Charles Y. Tanabe, Esq. 
 Facsimile:     720-875-5382 
  

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 with a copy to: 
  
 Baker Botts L.L.P. 
 1299 Pennsylvania Ave., N.W. 
 Washington, D.C. 20004 - 2400 
 Attention:     R. Stan Mortenson, Esq.

 Facsimile:     202-667-7979 
  
 If to an IDT Defendant: 
  

					
	 	 	                         Attention:
	 	  


	 	 	                         Facsimile:
	 	  



  

			
	                          with a copy to:
	 	 	  



  
 9. Amendment
or Modification. No amendment or modification of this Agreement shall be valid or binding unless the same shall be made in a writing identified as an amendment or modification and signed on behalf of each Party by the respective proper officer
duly authorized to do so. 
  
 10. Choice of Law. New
York law shall govern the interpretation of this Agreement. 
  
 11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 
  
 12. Confidentiality. Except as required by law or regulation,
the requirements of applicable stock exchanges or as necessary to enforce a Party’s rights hereunder, no disclosure or publicity concerning the subject matter hereof shall be made without the approval of each Party. 
  
 Dated: March         , 2004. 
  

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	 EXIMIUS CAPITAL FUNDING, LTD.

		
	             By:
	 	  


	 	 	     Name:

	 	 	     Title:

	
	 ANGELO, GORDON & CO. L.P.

		
	             By:
	 	  


	 	 	     Name:

	 	 	     Title:

	
	 CAPITAL RESEARCH & MANAGEMENT
    COMPANY

		
	             By:
	 	  


	 	 	     Name:

	 	 	     Title:

	
	 GOLDENTREE ASSET MANAGEMENT, L.P.

		
	             By:
	 	  


	 	 	     Name:

	 	 	     Title:

	
	 OAKTREE CAPITAL MANAGEMENT, LLC

		
	             By:
	 	  


	 	 	     Name:

	 	 	     Title:

	
	 W.R. HUFF CM, L.L.C.

		
	             By:
	 	  


	 	 	     Name:

	 	 	     Title:



  

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	 WRH HIGH YIELD PARTNERS, L.P.

		
	         By:
	 	  


	 	 	     Name:

	 	 	     Title

	
	 QWEST OCCUPATIONAL HEALTH TRUST

		
	         By:
	 	  


	 	 	     Name:

	 	 	     Title:

	
	 TELEWEST COMMUNICATIONS PLC

		
	         By:
	 	  


	 	 	     Name:

	 	 	     Title:

	
	 LIBERTY MEDIA CORPORATION

		
	         By:
	 	  


	 	 	     Name:

	 	 	     Title:

	
	 LIBERTY MEDIA INTERNATIONAL, INC.

		
	         By:
	 	  


	 	 	     Name:

	 	 	     Title:

	
	 LIBERTY U.K. HOLDINGS, INC.

		
	         By:
	 	  


	 	 	     Name:

	 	 	     Title:



  

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	 LIBERTY UK, INC.

			
	 	 	 By:
	 	  


	 	 	 	 	     Name:

	 	 	 	 	     Title:

	
	 LIBERTY TWYSTY BONDS, INC.

			
	 	 	 By:
	 	  


	 	 	 	 	     Name:

	 	 	 	 	     Title:

	
	 IDT CORPORATION

			
	 	 	 By:
	 	  


	 	 	 	 	     Name:

	 	 	 	 	     Title:

	 	 	  


	 	 	 	 	     ANTHONY STENHAM

	 	 	  


	 	 	 	 	     CHARLES BURDICK

	 	 	  


	 	 	 	 	     STEPHEN COOK

	 	 	  


	 	 	 	 	     MARK LUIZ

	 	 	  


	 	 	 	 	     DENISE KINGSMILL

	 	 	  


	 	 	 	 	     ANTHONY RICE

	 	 	  


	 	 	 	 	     STANISLAS YASSUKOVICH

	 	 	  


	 	 	 	 	     ADAM SINGER

	 	 	  


	 	 	 	 	     JOHN C. MALONE

	 	 	  


	 	 	 	 	     ROBERT BENNETT

	 	 	  


	 	 	 	 	     MIRANDA CURTIS

	 	 	  


	 	 	 	 	     GRAHAM HOLLIS



  

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