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                                                                     EXHIBIT 4.5


                          REGISTRATION RIGHTS AGREEMENT

                                  by and among

                                NTL INCORPORATED

                                       and

                        OAKTREE CAPITAL MANAGEMENT, LLC,
  on behalf of and in its capacity as the general partner or investment manager
                    of certain funds and accounts it manages

                                   dated as of

                               September 26, 2003


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         REGISTRATION RIGHTS AGREEMENT, dated as of September 26, 2003, by and
among NTL Incorporated, a Delaware corporation (the "Company"), and Oaktree
Capital Management, LLC ("Oaktree"), on behalf of and in its capacity as the
general partner or investment manager of the entities set forth on Exhibit 1
attached hereto (each such entity, a "Holder" and collectively, the "Holders").
Capitalized terms are used as defined in Section 1 below.

                                    RECITALS

         WHEREAS, the Company intends to effect a rights offering, pursuant to
which it will distribute rights ("Rights") to purchase shares of its Common
Stock to its stockholders (the "Rights Offering");

         WHEREAS, in connection with the Rights Offering, Oaktree, on behalf of
each Holder, has engaged in discussions with the Company concerning the
possibility of entering into a Participating Purchaser Agreement (the
"Participating Purchaser Agreement"); however, Oaktree and the Company were
unable to agree on the terms thereof;

         WHEREAS, it is a condition precedent to the obligations of the
Company's underwriters in the Rights Offering that Oaktree enter into certain
customary lock-up arrangements with the underwriters;

         WHEREAS, as of the date hereof there are restrictions on the ability of
each Holder to sell such shares of Common Stock without registration thereof
under the Securities Act;

         WHEREAS, the Company will provide Oaktree and the Holders with certain
registration rights hereunder; and

         WHEREAS, Oaktree and the Holders may effect sales of Rights pursuant to
the Company's Registration Statement filed on the date hereof with respect to
the Rights Offering (the "Rights Offering Registration Statement") as a "selling
rights holder" thereunder and the Company will provide indemnification and
contribution rights to Oaktree and the Holders in connection therewith;

         NOW THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged and agreed, the parties agree as follows:

         Section 1.        Definitions.

                  (a)      The following terms have the following respective
                           meanings:

         "Commencement Date" means the business day after the date which is no
later than 90 days after the Closing Date (as such term is defined in the
Underwriting Agreement dated as of the date hereof entered into by the Company
in connection with the Rights Offering) or if the Closing Date does not occur,
no later than 90 days after the Determination Time (as such term is defined in
such Underwriting Agreement).


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         "Commission" means the Securities and Exchange Commission or any other
United States federal agency at the time administering the Securities Act.

         "Common Stock" means the common stock, $.01 par value, of the Company.

         "Covered Securities" means the shares of Common Stock issued to the
Holder pursuant to the exercise of subscription privileges under the Rights in
the Rights Offering.

         "Effectiveness Period" has the meaning set forth in Section 2(b).

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any similar United States federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Exchange Act shall include a reference
to the comparable section, if any, of any such similar United States federal
statute.

         "Holder" and "Holders" have the meaning set forth in the Preamble and
includes such Holder's successors and permitted assigns.

         "Indemnitees" has the meaning set forth in Section 4(a).

         "Losses" has the meaning set forth in Section 4(a).

         "Other Registration Rights Agreements" has the meaning set forth in
Section 9.

         "Participating Purchaser Agreement" has the meaning set forth in the
second recital.

         "Person" or "person" means a corporation, an association, a
partnership, a limited liability company, joint venture, association, an
organization, a business, a trust, an individual, or any other entity or
organization, including a government or political subdivision or an
instrumentality or agency thereof.

         "Registrable Securities" means any of the Covered Securities (together
with any Common Stock issued with respect thereto by way of stock dividend or
stock split or similar event) held by the Holder until, in the case of any such
security, (A) the earliest to occur of (i) its sale or transfer under an
effective registration statement under the Securities Act; (ii) the date on
which at any time it is eligible for sale or transfer by the Holder without
restriction under Rule 144(k) or any successor provision and new certificates
not bearing a legend restricting further transfer shall have been delivered by
the Company; or (iii) its sale or transfer pursuant to Rule 144 or Rule 145 (or
any successor provisions) under the Securities Act; or (B) the date that such
security shall have been otherwise sold or transferred and new certificates not
bearing a legend restricting further transfer shall have been delivered by the
Company, and subsequent sale or transfer shall not require their registration
under the Securities Act.

         "Registration Expenses" means all expenses incident to the registration
of the Registrable Securities pursuant to Section 2, including without
limitation all registration, filing and applicable national securities exchange
fees, all fees and expenses of complying with state


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securities or blue sky laws (including reasonable fees and disbursements of
counsel to the Holder in connection with "blue sky" qualification of the
Registrable Securities and determination of their eligibility for investment
under the laws of the various jurisdictions), all word processing, duplicating
and printing expenses, all messenger and delivery expenses, the fees and
disbursements of counsel for the Company and of its independent public
accountants and the reasonable fees and expenses of one counsel to the Holders
and the parties to the Other Registration Rights Agreement (subject to a cap of
$25,000).

         "Rights" has the meaning set forth in the first recital.

         "Rights Offering" has the meaning set forth in the first recital.

         "Rights Offering Registration Statement" has the meaning set forth in
the sixth recital.

         "Securities Act" means the Securities Act of 1933, as amended, or any
similar United States federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
References to a particular section of the Securities Act shall include a
reference to the comparable section, if any, of any such similar United States
federal statute.

         "Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to any sale of Registrable
Securities.

          "Shelf Registration Statement" has the meaning set forth in Section
2(a).

         (b)      Interpretation. All Section references refer to Sections of
this Agreement unless otherwise expressly provided, and "including" means
"including without limitation."

         Section 2.        Registration Rights.

                  (a)      Shelf Registration. No later than 30 days prior to
the Commencement Date, the Company will use its reasonable best efforts to file
with the Commission a registration statement (the "Shelf Registration
Statement") relating to the offer and sale of all Registrable Securities held by
the Holders to the public, from time to time, on a delayed or continuous basis.
The Company shall use its reasonable best efforts to cause the Shelf
Registration Statement to be declared effective by the Commission as soon as
reasonably practicable thereafter. The Company may satisfy its obligations under
this Section 2(a) by filing a single Shelf Registration Statement for all
selling stockholders or by amending any shelf registration statement for other
selling stockholders which may then be in effect to include the Registrable
Securities of the Holders, and such shelf registration statement shall be a
"Shelf Registration Statement" hereunder, but only if (if necessary) the Company
files a subsequent shelf registration statement in order to provide the same
Effectiveness Period as would otherwise apply had the Company filed a new Shelf
Registration Statement.

                  (b)      Effectiveness; Suspension Rights. The Company agrees
to use its reasonable best efforts to keep the Shelf Registration Statement
continuously effective and not to suspend use of the prospectus included therein
in order to permit the prospectus included therein


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to be usable by the Holders until the earlier of: (1) the date all shares
requested to be included therein are no longer Registrable Securities; (2) the
date all Holders have disposed of all Registrable Securities included therein;
or (3) two years from the date on which such Shelf Registration Statement was
declared effective subject to extension as provided below in this Section 2(b)
(such period ending on such date, the "Effectiveness Period"); provided, that
the Company shall be deemed not to have used its reasonable best efforts to keep
the Shelf Registration Statement effective during the requisite period if it
voluntarily takes any action that would result in each Holder of the Registrable
Securities covered thereby not being able to offer and sell such Registrable
Securities during that period, unless such action is required by applicable law
or permitted hereunder, and provided, further, that the foregoing shall not
apply to actions if the Company determines, in its reasonable judgment, by
resolution of its Board of Directors, that the filing of such Shelf Registration
Statement or the maintenance of effectiveness of such Shelf Registration
Statement or prospectus included therein would materially interfere with any
material financing (including without limitation any equity financing), merger,
corporate reorganization or other material transaction involving the Company or
any subsidiary, or would require premature disclosure thereof, and the Company
gives Oaktree, on behalf of the Holders written notice of such determination,
containing a general statement of the reasons for such postponement or
suspension and an estimate of the anticipated suspension period; provided,
however, that the failure to keep the Shelf Registration Statement effective and
usable for offers and sales of Registrable Securities for such reasons shall
last no longer than 120 days in the aggregate in any 12-month period. If the
Company suspends the Holders' rights to make sales pursuant hereto, the
Effectiveness Period shall be extended by the same number of days as such
suspension.

                  (c)      Expenses. The Company shall pay all Registration
Expenses incurred in connection with the registration, qualification or
compliance pursuant to Section 2. All Selling Expenses incurred in connection
with the sale of Registrable Securities by a Holder, shall be borne by such
Holder. Each Holder shall pay the expenses of its own counsel. Notwithstanding
the foregoing, the provisions of this Section 2(c) shall be deemed amended to
the extent necessary to cause these expense provisions to comply with "blue sky"
laws of each state or the securities laws of any other jurisdiction in the
United States and its territories in which the offering is made.

                  (d)      Reimbursement. In addition to, but not in duplication
of, the foregoing, each Holder shall be entitled to reimbursement from the
Company for any Losses actually incurred in the event, and only to the extent,
that such Holder suffers such Losses as a result of such Holder's inability to
make delivery of sold securities due to the Company's breach of its commitment
to provide timely notice as required by clauses (iii),(iv) and (v) of Section
3(f).

                  (e)      Existing Agreement. Notwithstanding anything to the
contrary herein, the Company can delay its obligation to file the Shelf
Registration Statement or suspend its effectiveness if and to the extent such
action is required by the Company to comply with its obligations under Section
3.08 of the Equity Registration Statement by and among the Company and the
Stockholders listed on the Signature Pages thereto dated as of January 10, 2003,
in order for the Company to comply with its obligations thereunder.


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         Section 3.        Registration Procedures. If and whenever the Company
is required to use its reasonable best efforts to effect the registration of any
Registrable Securities under the Securities Act as provided in Section 2 the
Company will:

                  (a)      prepare and file with the Commission as soon as
practicable the requisite registration statement to effect such registration
(and shall include all financial statements required by the Commission to be
filed therewith) and thereafter use its reasonable best efforts to cause such
registration statement to become effective; provided, however, that before
filing such registration statement (including all exhibits) or any amendment or
supplement thereto or comparable statements under securities or blue sky laws of
any jurisdiction, the Company shall furnish such documents to Oaktree, on behalf
of each Holder, and counsel to Oaktree, which documents will be subject to the
prompt review and comments of Oaktree and its respective counsel; and provided,
further, however, that the Company may discontinue any registration of its
securities which are not Registrable Securities at any time prior to the
effective date of the registration statement relating thereto;

                  (b)      notify Oaktree, on behalf of the Holders, of the
Commission's requests for amending or supplementing the registration statement
and the prospectus, and prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and
to comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by such registration statement
for such period as shall be required for the disposition of all of such
Registrable Securities in accordance with the intended method of distribution
thereof;

                  (c)      furnish, without charge, to Oaktree, on behalf of the
Holders such number of conformed copies of such registration statement and of
each such amendment and supplement thereto (in each case including all
exhibits), such number of copies of the prospectus contained in such
registration statement (including each preliminary prospectus and any summary
prospectus) and any other prospectus filed under Rule 424 under the Securities
Act, in conformity with the requirements of the Securities Act, and such other
documents, as Oaktree, on behalf of the Holders may reasonably request;

                  (d)      use its reasonable best efforts (i) to register or
qualify all Registrable Securities and other securities covered by such
registration statement under such securities or blue sky laws of such States of
the United States of America where an exemption is not available and as Oaktree,
on behalf of the Holders may reasonably request, (ii) to keep such registration
or qualification in effect for so long as such registration statement remains in
effect, and (iii) to take any other action which may be reasonably necessary or
advisable to enable the Holders to consummate the disposition in such
jurisdictions of the securities to be sold by the Holders, except that the
Company shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction wherein it would not but
for the requirements of this subsection (c), (x) be obligated to be so qualified
or to consent to general service of process in any such jurisdiction or (y) be
subject to additional taxes (other than de minimus amounts);


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                  (e)      use its reasonable best efforts to cause all
Registrable Securities covered by such registration statement to be registered
with or approved by such other federal or state governmental agencies or
authorities as may be necessary in the opinion of counsel to the Company and
counsel to Oaktree to consummate the disposition of such Registrable Securities;

                  (f)      promptly notify Oaktree, on behalf of the Holders (i)
when such registration statement, any pre-effective amendment, the prospectus or
any prospectus supplement related thereto or post-effective amendment to such
registration statement has been filed, and, with respect to such registration
statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission for amendments or supplements to such
registration statement or the prospectus related thereto or for additional
information; (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of such registration statement or the initiation of
any proceedings for that purpose; (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification of any of the
Registrable Securities for sale under the securities or blue sky laws of any
jurisdiction or the initiation of any proceeding for such purpose; (v) at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, upon discovery that, or upon the happening of any event as a
result of which, the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, in the light of the circumstances under which they were
made, and in the case of this clause (v), at the request of Oaktree, on behalf
of the Holders promptly prepare and furnish to Oaktree, on behalf of the
Holders, a reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances under which they were made;

                  (g)      use its reasonable best efforts to cause all
Registrable Securities covered by such registration statement to be listed on
the principal securities exchange on which similar securities issued by the
Company are then listed (if any), if the listing of such Registrable Securities
is then permitted under the rules of such exchange;

                  (h)      otherwise comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable, an earnings statement covering the period of at
least twelve months beginning with the first full calendar month after the
effective date of such registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
promulgated thereunder, and promptly furnish to Oaktree, on behalf of each
Holder a copy of any amendment or supplement to such registration statement or
prospectus;

                  (i)      deliver promptly to Oaktree, on behalf of the
Holders, copies of all correspondence between the Commission and the Company
with respect to such registration statement;

                  (j)      use its reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of the registration
statement; and


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                  (k)      provide a transfer agent, registrar and CUSIP number
for the Registrable Securities covered by a registration statement no later than
the effective date thereof.

         The Company may require Oaktree, on behalf of each Holder to furnish
the Company such information regarding each such Holder and the distribution of
the Registrable Securities as the Company may from time to time reasonably
request in writing and the Company shall not be obligated to effect the
registration of any Registrable Securities of the Holder unless such information
regarding such Holder is provided to the Company.

         Each Holder agrees that upon receipt of any notice from the Company of
the happening of any event of the kind described in paragraph (f)(iii) or (v) of
this Section 3, such Holder will, to the extent appropriate, discontinue its
disposition of Registrable Securities pursuant to the registration statement
relating to such Registrable Securities until, in the case of paragraph (f)(v)
of this Section 3, its receipt of the copies of the supplemented or amended
prospectus contemplated by paragraph (f)(v) of this Section 3 and, if so
directed by the Company, will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies, then in its possession, of the
prospectus relating to such Registrable Securities current at the time of
receipt of such notice. If there is any discontinuance or suspension under this
paragraph, the Company will extend the Effectiveness Period by the period of
such discontinuance or suspension.

         Section 4.        Indemnification; Contribution.

                  (a)      Indemnification by the Company. The Company agrees
that in the event of any registration of any Registrable Securities of the
Holders under the Securities Act pursuant to this Agreement, the Company shall,
and hereby does, indemnify and hold harmless Oaktree, each Holder, and its
directors, officers, partners, agents and affiliates and each other person, if
any, who controls Oaktree or the Holder within the meaning of the Securities Act
or the Exchange Act (collectively, the "Indemnitees"), against any losses,
claims, damages, costs and reasonable expenses (including without limitation
reasonable attorney's fees) or liabilities, joint or several (or actions or
proceedings, whether commenced or threatened, in respect thereof) ("Losses"), to
which such Indemnitee may become subject under the Securities Act or otherwise,
insofar as such Losses arise out of or are based upon (i) any untrue statement
or alleged untrue statement of any material fact contained in any registration
statement under which such securities were registered under the Securities Act,
any preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto or (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein in light of the circumstances in which
they were made not misleading, and the Company shall reimburse such Indemnitee
for any reasonable legal or any other expenses reasonably incurred by them in
connection with investigating or defending any such Loss; provided that the
Company shall not be liable in any such case to an Indemnitee to the extent that
any such Loss arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in such registration
statement, any such preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement in reliance upon and in conformity with
written information furnished to the Company through an instrument duly executed
by or on behalf of such Indemnitee specifically stating that such information is
for use in the preparation of such registration statement, preliminary
prospectus,


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final prospectus, summary prospectus, amendment or supplement. Such indemnity
shall remain in full force regardless of any investigation made by or on behalf
of any Indemnitee and shall survive the transfer of such securities by such
seller.

                  (b)      Indemnification by the Holders. Each Holder, if any
such persons include any Registrable Securities in a Shelf Registration
Statement hereunder (with respect to any Holder, severally as to itself only and
not jointly with any other Holder), agrees to indemnify and hold harmless (in
the same manner and to the same extent as set forth in paragraph (a) of this
Section 4) the Company, and its directors, officers, partners, agents and
affiliates and each other person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act, with respect to any statement
or alleged statement in or omission or alleged omission from such registration
statement, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, but only to the
extent such statement or alleged statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to
the Company through an instrument duly executed by such Holder specifically
stating that it is for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement; provided, however, that the liability of such indemnifying party
under this Section 4(b) shall be limited to the amount of proceeds (net of
expenses and underwriting discounts and commissions) received by such
indemnifying party in the offering giving rise to such liability. Such indemnity
shall remain in full force and effect, regardless of any investigation made by
or on behalf of the Company or any such director, officer or controlling Person
and shall survive the transfer of such securities by such Holder.

                  (c)      Rights Offering Registration Statement:
Indemnification by the Company. The Company agrees that in connection with the
Rights Offering Registration Statement, the Company shall, and hereby does,
indemnify and hold harmless the Indemnitees against any Losses to which such
Indemnitee may become subject under the Securities Act or otherwise as a result
of a Holder being a selling rights holder under the Rights Offering Registration
Statement, insofar as such Losses arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in the
Rights Offering Registration Statement under which such securities were
registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto or (ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein in light of the circumstances in which they were made not misleading,
and the Company shall reimburse such Indemnitee for any reasonable legal or any
other expenses reasonably incurred by them in connection with investigating or
defending any such Loss; provided that the Company shall not be liable in any
such case to an Indemnitee to the extent that any such Loss arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, any such preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company through an instrument duly executed by or on behalf of such Indemnitee
specifically stating that such information is for use in the preparation of such
Rights Offering Registration Statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement. Such indemnity shall
remain in full force regardless of


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any investigation made by or on behalf of any Indemnitee and shall survive the
transfer of such securities by such seller.

                  (d)      Rights Offering Registration Statement:
Indemnification by the Holders. Each Holder who is a selling rights holder under
the Rights Offering Registration Statement (with respect to any Holder,
severally as to itself only and not jointly with any other Holder), agrees to
indemnify and hold harmless (in the same manner and to the same extent as set
forth in paragraph (c) of this Section 4) the Company, and its directors,
officers, partners, agents and affiliates and each other person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act, with respect to any statement or alleged statement in or omission or
alleged omission from the Rights Offering Registration Statement, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, but only to the extent such
statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company through an instrument duly executed by such Holder specifically stating
that it is for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement; provided, however, that the liability of such indemnifying party
under this Section 4(b) shall be limited to the amount of proceeds (net of
expenses and underwriting discounts and commissions) received by such
indemnifying party as a selling rights holder in the offering giving rise to
such liability. Such indemnity shall remain in full force and effect, regardless
of any investigation made by or on behalf of the Company or any such director,
officer or controlling Person and shall survive the transfer of such securities
by such Holder.

                  (e)      Notices of Claims, etc. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subsections of this Section 4,
such indemnified party shall, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the latter of the
commencement of such action or proceeding; provided, however, that the failure
of any indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding subsections of this
Section 4, except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice, and shall not relieve the
indemnifying party from any liability which it may have to the indemnified party
otherwise than under this Section 4. In case any such action or proceeding is
brought against an indemnified party, the indemnifying party shall be entitled
to participate therein and, unless in the opinion of outside counsel to the
indemnified party a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, to assume the defense
thereof, jointly with any other indemnifying party similarly notified to the
extent that it may wish, with counsel reasonably satisfactory to such
indemnified party; provided, however, that if the defendants in any such action
or proceeding include both the indemnified party and the indemnifying party and
if in the opinion of outside counsel to the indemnified party there may be legal
defenses available to such indemnified party and/or other indemnified parties
which are different from or in addition to those available to the indemnifying
party, the indemnified party or parties shall have the right to select separate
counsel to defend such action or proceeding on behalf of such indemnified party
or parties, provided, however, that the indemnifying party shall be obligated to
pay for only one counsel for all indemnified parties. After notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof and approval by the


                                      -9-

<PAGE>

indemnified party of such counsel, the indemnifying party shall not be liable to
such indemnified party for any legal expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
investigation (unless the first proviso in the preceding sentence shall be
applicable). No indemnifying party shall be liable for any settlement of any
action or proceeding effected without its written consent. No indemnifying party
shall, without the consent of the indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.

                  (f)      Contribution. If the indemnification provided for in
this Section 4 shall for any reason be held by a court to be unavailable to an
indemnified party under subsection (a), (b), (c) or (d) hereof in respect of any
Loss, then, in lieu of the amount paid or payable under subsection (a), (b), (c)
or (d) hereof, the indemnified party and the indemnifying party under subsection
(a), (b), (c) or (d) hereof shall contribute (with respect to any Holder,
severally as to itself only and not jointly with any other Holder or the
Company) to the aggregate Losses (i) in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand, and the
indemnified party on the other, which resulted in such Loss, with respect to the
statements or omissions which resulted in such Loss, as well as any other
relevant equitable considerations, or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law or if the allocation provided in
this clause (ii) provides a greater amount to the indemnified party than clause
(i) above, in such proportion as shall be appropriate to reflect not only the
relative fault but also the relative benefits received by the indemnifying party
and the indemnified party from the offering of the securities covered by such
registration statement as well as any other relevant equitable considerations.
The parties hereto agree that it would not be just and equitable if
contributions pursuant to this Section 4(f) were to be determined by pro rata
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to in the preceding sentence of this
Section 4(f). No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. No Person shall be obligated to contribute hereunder any
amounts in payment for any settlement of any action or claim effected without
such Person's consent, which consent shall not be unreasonably withheld.
Notwithstanding anything in this subsection (f) to the contrary, no indemnifying
party (other than the Company) shall be required to contribute any amount in
excess of the proceeds (net of expenses and underwriting discounts and
commissions) received by such party from the sale of the Registrable Securities
in the offering to which the Losses of the indemnified parties relate.

                  (g)      Other Indemnification. Indemnification and
contribution similar to that specified in the preceding subsections of this
Section 4 (with appropriate modifications) shall be given by the Company and
each Holder with respect to any required registration or other qualification of
securities under any federal, state or blue sky law or regulation of any
governmental authority other than the Securities Act. The indemnification
agreements contained in this Section 4 shall be in addition to any other rights
to indemnification or contribution which any indemnified party may have pursuant
to law or contract and shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any indemnified party
and shall survive the transfer of any of the Registrable Securities by any such
party.


                                      -10-
<PAGE>
                  (h)      Indemnification Payments. The indemnification and
contribution required by this Section 4 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and
when bills with reasonably sufficient detail thereof are received or a Loss is
incurred.

         Section 5.        Unlegended Certificates. In connection with the
offering of any Registrable Securities registered pursuant to Section 2, the
Company shall (i) facilitate the timely preparation and delivery to Oaktree, on
behalf of each of the Holders participating in such offering, of unlegended
certificates representing ownership of such Registrable Securities being sold in
such denominations and registered in such names as requested by Oaktree and (ii)
instruct any transfer agent and registrar of such Registrable Securities to
release any stop transfer orders with respect to any such Registrable
Securities.

         Section 6.        Rule 144. The Company shall take all actions
reasonably necessary to enable each Holder to sell such securities without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144 under the Securities Act, or (b) any similar rule or
regulation hereafter adopted by the Commission including without limiting the
generality of the foregoing, filing on a timely basis all reports required to be
filed by the Exchange Act. Upon the request of a Holder, the Company will
promptly deliver to such Holder a written statement as to whether it has
complied with such requirements.

         Section 7.        Amendments and Waivers. This Agreement may be
amended, waived, modified or supplemented only by written agreement of the
Company and Oaktree, on behalf of the Holders.

         Section 8.        Termination. The Agreement shall terminate upon the
sixth anniversary of the Commencement Date; provided, that the indemnification
and contribution obligations set forth in Section 4 shall survive such
termination. In the event that the Participating Purchaser Agreement is
terminated prior to the exercise of any Rights thereunder, this Agreement shall
automatically without any action on the part of either party hereto, be
terminated.

         Section 9.        Other Agreements. Concurrently herewith, the Company
is entering into registration rights agreements with certain other stockholders
of the Company who have committed to participate in the Rights Offering and in
connection therewith, is entering into registration rights agreements on terms
substantially similar to the terms hereof (the "Other Registration Rights
Agreements"). The Company agrees that it will not amend the Other Registration
Rights Agreements unless a substantially similar amendment is made to this
Agreement with the prior written consent of Oaktree, on behalf of the Holders.

         Section 10.       Notice. All notices and other communications
hereunder shall be in writing and, unless otherwise provided herein, shall be
deemed to have been given when delivered to the party to whom such notice is to
be given at its address set forth below, or such other address for the party as
shall be specified by notice given pursuant hereto:

                  (a)      If to Oaktree or to a Holder:


                                      -11-
<PAGE>


                           Oaktree Capital Management, LLC
                           333 South Grand Avenue, 28th Floor
                           Los Angeles, California 90071
                           Attention: Kenneth Liang

                  (b)      If to the Company:

                           NTL Incorporated
                           110 East 59th Street, 26th Floor
                           New York, New York  10022
                           Attention:  Chief Financial Officer

                           With a copy to:

                           NTL Incorporated
                           Bartley Wood Business Park
                           Bartley Way, Hook
                           Hampshire R627 9UP
                           Attention:  General Counsel

                           and

                           Fried, Frank, Harris, Shriver & Jacobson
                           One New York Plaza
                           New York, New York  10004-1980
                           Attention:  Bryan Hall/Jeffrey Bagner

         Section 11.       Assignment; No Third Party Beneficiaries. This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors and permitted assigns. A
Holder may, at its election, at any time or from time to time, assign its rights
under this Agreement, to any purchaser of Registrable Securities held by the
Holder and who has agreed to be bound by the obligations hereunder. A Holder
must give the Company written notice of any such assignment promptly thereafter.
There are no third party beneficiaries to this Agreement except as provided in
Section 4 or this Section 11. The Company may not assign its rights under this
Agreement (except with the consent of Oaktree on behalf of the Holders or except
to a corporation surviving a merger or consolidation with the Company by
operation of law).

         Section 12.       Remedies. The parties hereto agree that money damages
or other remedy at law would not be sufficient or adequate remedy for any breach
or violation of, or a default under, this Agreement by them and that, in
addition to all other remedies available to them, each of them shall be entitled
to an injunction restraining such breach, violation or default or threatened
breach, violation or default and to any other equitable relief, including
without limitation specific performance, without bond or other security being
required. In any action or proceeding brought to enforce any provision of this
Agreement (including the indemnification provisions thereof), the successful
party shall be entitled to recover reasonable attorneys' fees in addition to its
costs and expenses and any other available remedy.


                                      -12-
<PAGE>

         Section 13.       Descriptive Headings. The descriptive headings of the
several sections and paragraphs of this Agreement are inserted for reference
only and shall not control or otherwise affect the meaning hereof.

         Section  14.      Governing Law; Jurisdiction.

                  (a)      This Agreement shall be construed and enforced in
accordance with, and the rights and obligations of the parties hereto shall be
governed by, the laws of the State of New York, without giving effect to the
conflicts of law principles thereof.

                  (b)      Each of the parties hereto hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the courts
of the State of New York and the United States of America located in the State
of New York for any action or proceeding arising out of or relating to this
Agreement and the transactions contemplated hereby (and agrees not to commence
any action or proceeding relating thereto except in such courts), and further
agrees that service of any process, summons, notice or document by U.S.
registered mail to its respective address set forth in Section 10 shall be
effective service of process for any action or proceeding brought against it in
any such court. Each of the parties hereto hereby irrevocably and
unconditionally waives any objection to the laying of venue of any action or
proceeding arising out of this Agreement or the transactions contemplated hereby
in the courts of the State of New York or the United States of America located
in the State of New York, and hereby further irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that any such action
or proceeding brought in any such court has been brought in an inconvenient
forum.

         Section 15.       Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

         Section 16.       Invalidity of Provision. The invalidity or
unenforceability of any provision of this Agreement in any jurisdiction shall
not affect the validity or enforceability of the remainder of this Agreement in
that jurisdiction or the validity or enforceability of this Agreement, including
that provision, in any other jurisdiction. If any restriction or provision of
this Agreement is held unreasonable, unlawful or unenforceable in any respect,
such restriction or provision shall be interpreted, revised or applied in a
manner that renders it lawful and enforceable to the fullest extent possible
under law.

         Section 17.       Further Assurances. Each party hereto shall do and
perform or cause to be done and performed all further acts and things and shall
execute and deliver all other agreements, certificates, instruments, and
documents as any other party hereto reasonably may request in order to carry out
the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.

         Section 18.       Entire Agreement; Effectiveness. This Agreement
constitutes the entire agreement, and supersedes all prior agreements and
understandings, oral and written, between the parties hereto with respect to the
subject matter hereof.



                                      -13-
<PAGE>

                            [Signature Page Follows]


                                      -14-
<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized.

                        NTL INCORPORATED

                        By: /s/ Scott E. Schubert
                            ----------------------------------------------------
                        Name:  Scott E. Schubert
                        Title: Chief Financial Officer


                        OAKTREE CAPITAL MANAGEMENT, LLC,
                        ON BEHALF OF AND IN ITS CAPACITY AS THE GENERAL
                        PARTNER OR INVESTMENT MANAGER OF THE
                        ENTITIES SET FORTH IN EXHIBIT 1 ATTACHED
                        HERETO

                        By: /s/ Brett Wyard               /s/ Ken Liang
                           ----------------------------------------------------
                           Name:   Brett Wyard            Ken Liang
                           Title:  Managing Director     Managing Director


<PAGE>
                                    EXHIBIT 1

                                     HOLDERS

OCM OPPORTUNITIES FUND III, L.P.
OCM OPPORTUNITIES FUND IV, L.P.
OCM OPPORTUNITIES FUND IVb, L.P.
GRYPHON DOMESTIC VI, L.L.C.
GENERAL MOTORS TRUST COMPANY SEPARATE ACCOUNT