<PAGE>   1

                                                                    Exhibit 10.8

[CLIFFORD CHANCE LOGO]




                                DATED 30 MAY 2000
                           NTL COMMUNICATIONS LIMITED
                                    AS PARENT
                              NTL BUSINESS LIMITED
                              AS ORIGINAL BORROWER

                            NTL COMMUNICATIONS CORP.
                                    AS NTL CC

                               CHASE MANHATTAN PLC
                                       AND
                     MORGAN STANLEY DEAN WITTER BANK LIMITED
                      AS ARRANGERS AND JOINT book MANAGERS

                      CHASE MANHATTAN INTERNATIONAL LIMITED
                          AS AGENT AND SECURITY TRUSTEE

                                       AND

                                     OTHERS


                         L2,500,000,000 CREDIT AGREEMENT
                 RELATING TO THE ACQUISITION OF CABLE & WIRELESS
                         COMMUNICATIONS (HOLDINGS) PLC
<PAGE>   2
                                    CONTENTS
<TABLE>
<CAPTION>

CLAUSE                                                                                                 PAGE
<S>                                                                                                   <C>
1.     Definitions And Interpretation................................................................      1
2.     The Revolving Facility........................................................................     49
3.     Utilisation Of The Revolving Facility.........................................................     51
4.     Payment And Calculation Of Interest On Revolving Advances.....................................     53
5.     Incremental Facility..........................................................................     54
6.     Market Disruption And Alternative Interest Rates..............................................     55
7.     Notification..................................................................................     56
8.     Repayment And Reduction Of The Revolving Facility.............................................     56
9.     Cancellation And Prepayment...................................................................     57
10.    Mandatory Prepayment..........................................................................     58
11.    Taxes.........................................................................................     63
12.    Tax Receipts..................................................................................     65
13.    Increased Costs...............................................................................     66
14.    Illegality....................................................................................     68
15.    Mitigation....................................................................................     68
16.    Representations...............................................................................     68
17.    Financial Information.........................................................................     77
18.    Financial Condition...........................................................................     82
19.    Covenants.....................................................................................     90
20.    Events Of Default.............................................................................    104
21.    Guarantee And Indemnity.......................................................................    111
22.    Commitment Commission And Fees................................................................    114
23.    Costs And Expenses............................................................................    116
24.    Default Interest And Break Costs..............................................................    117
25.    Borrowers' Indemnities........................................................................    118
26.    Currency Of Account And Payment...............................................................    118
27.    Payments......................................................................................    119
28.    Set-Off.......................................................................................    121
29.    Sharing.......................................................................................    121
30.    The Agent, The Arrangers And The Banks........................................................    122
31.    Assignments And Transfers.....................................................................    127
</TABLE>
<PAGE>   3
<TABLE>
<S>                                                                                                    <C>
32.    Economic And Monetary Union...................................................................    130
33.    Additional Borrowers..........................................................................    131
34.    Accession Of Guarantors And The CWC Parent....................................................    132
35.    Calculations And Evidence Of Debt.............................................................    134
36.    Remedies And Waivers, Partial Invalidity......................................................    135
37.    Notices.......................................................................................    135
38.    Counterparts..................................................................................    137
39.    Amendments....................................................................................    137
40.    Governing Law.................................................................................    138
41.    Jurisdiction..................................................................................    138

Schedule 1 THE BANKS ................................................................................    140

Schedule 2 FORM OF TRANSFER CERTIFICATE..............................................................    142

Schedule 3 CONDITIONS PRECEDENT......................................................................    145
       Part A Initial Conditions Precedent...........................................................    145
       Part B CWC Holdings Conditions Precedent......................................................    148

Schedule 4 NOTICE OF DRAWDOWN........................................................................    149

Schedule 5 EXISTING ENCUMBRANCES.....................................................................    151

Schedule 6 FORM OF COMPLIANCE CERTIFICATE............................................................    156

Schedule 7 FORM OF BORROWER ACCESSION MEMORANDUM.....................................................    163

Schedule 8 FORM OF GUARANTOR ACCESSION MEMORANDUM....................................................    165

Schedule 9 CWC ACCESSION MEMORANDUM..................................................................    168

Schedule 10 ADDITIONAL CONDITIONS PRECEDENT..........................................................    170
       Part A Accession Conditions Precedent.........................................................    170
       Part B Security Documentation.................................................................    172

Schedule 11 FORM OF RESIGNATION NOTICE...............................................................    174

Schedule 12 MANDATORY COSTS..........................................................................    175

Schedule 13 MEMBERS OF THE TARGET GROUP GRANTING SECURITY............................................    178

Schedule 14 MEMBERS OF THE UK GROUP..................................................................    182

Schedule 15 UK GROUP PRINCIPAL PROPERTIES............................................................    184

Schedule 16 FORM OF REPORT ON TITLE..................................................................    186
</TABLE>
<PAGE>   4
THIS AGREEMENT is made on 30 May 2000

BETWEEN:

(1)    NTL COMMUNICATIONS LIMITED, a company incorporated in England and Wales
       with company number 3521915 (the "PARENT");

(2)    NTL BUSINESS LIMITED (FORMERLY NAMED NTL TECHNOLOGIES LIMITED), a company
       incorporated in England and Wales with company number 3076222 (the
       "ORIGINAL BORROWER");

(3)    NTL COMMUNICATIONS CORP., a company incorporated in Delaware ("NTL CC");

(4)    CHASE MANHATTAN PLC and MORGAN STANLEY DEAN WITTER BANK LIMITED as
       arrangers and joint book managers of the Revolving Facility (the
       "ARRANGERS");

(5)    CHASE MANHATTAN INTERNATIONAL LIMITED as agent for the Banks (the
       "AGENT");

(6)    CHASE MANHATTAN INTERNATIONAL LIMITED as security trustee for the Finance
       Parties (the "SECURITY TRUSTEE"); and

(7)    THE BANKS (as defined below).

IT IS AGREED as follows:

1.     DEFINITIONS AND INTERPRETATION

1.1    DEFINITIONS

       In this Agreement:

       "ACCESSION MEMORANDUM" means a Borrower Accession Memorandum or a
       Guarantor Accession Memorandum.

       "ACCOUNTANTS' REPORT" means the report prepared by the Target's
       accountants, Arthur Andersen, dated 14 February 2000 and splitting the
       Target's financial statements for its financial years ended 31 March
       1997, 31 March 1998 and 31 March 1999 between the CWC ConsumerCo Business
       and the CWC DataCo Business (as set out in Part A of Appendix 8 of the
       CWC Circular).

       "ACQUISITION" means the acquisition by NTL Holdings of the issued share
       capital of CWC Holdings pursuant to the Transaction Agreement.

       "ACQUISITION DATE" means the date on which the Acquisition is completed,
       being a date on or prior to 31 March 2001.

       "ADDITIONAL BORROWER" means any company which has become an Additional
       Borrower in accordance with Clause 33 (Additional Borrowers).


                                      -1-
<PAGE>   5
       "ADDITIONAL OBLIGOR" means an Additional Borrower or a Guarantor.

       "ASSET ADJUSTMENT PAYMENTS" means:

       (a)    a payment made by a member of the Target Group to a company
              carrying on the CWC DataCo Business, in respect of a transfer of
              assets from that company carrying on the CWC DataCo Business to
              such a member of the Target Group; or

       (b)    a payment made by a company carrying on the CWC DataCo Business to
              a member of the Target Group, in respect of a transfer of assets
              from such a member of the Target Group to that company carrying on
              the CWC DataCo Business,

        in each case in accordance with the terms of the Transaction Agreement
        and where either Cable & Wireless is obliged to reimburse NTL Holdings
        in respect of a payment made by a member of the Target Group under
        paragraph (a) or NTL Holdings is obliged to reimburse Cable & Wireless
        in respect of a payment received by a member of the Target Group
        pursuant to paragraph (b).

        "ASSET PASSTHROUGH" means a series of transactions, commencing with a
        transaction between NTL UK and a member of the UK Group, which may be
        followed by one or more similar transactions between various members of
        the UK Group, and culminating with a similar transaction between a
        member of the UK Group and a Final Asset Transferee, the purpose of
        which is to enable NTL UK to indirectly transfer assets to that Final
        Asset Transferee by way of transfers of those assets to and from (and,
        if necessary, between) one or more members of the UK Group in such a
        manner as to be neutral to the UK Group taken as a whole PROVIDED THAT:

       (a)    the consideration payable (if any) by the first member of the UK
              Group to acquire such assets to NTL UK comprises either (i) cash
              funded or to be funded directly or indirectly by a payment from
              the Final Asset Transferee in connection with that series of
              transactions or (ii) Subordinated Funding;

       (b)    if the Parent (having acquired such assets from NTL UK) transfers
              them on to another member of the UK Group, the consideration
              payable by such a member of the UK Group comprises either (i) cash
              funded or to be funded directly or indirectly by a payment from
              the Final Asset Transferee in connection with that series of
              transactions or (ii) Parent Funding;

       (c)    the consideration payable by the Final Asset Transferee is equal
              to the consideration received or receivable by NTL UK;

       (d)    the consideration payable by each member of the UK Group
              participating in such a series of transactions is equal in value;

       (e)    all of the transactions comprising such a series of transactions
              (from and including the transfer of the assets by NTL UK to and
              including the

                                      -2-
<PAGE>   6
              acquisition of those assets by the Final Asset Transferor) are
              completed within two Business Days; and

       (f)    upon completion of all of the transactions comprising such a
              series of transactions, no person (other than another member of
              the UK Group) has any recourse to any member of the UK Group in
              relation to such a series of transactions (other than in respect
              of (i) the Subordinated Funding mentioned in paragraph (a) above
              and (ii) covenants as to title provided in favour of the Final
              Asset Transferee on the same terms as such covenants provided in
              favour of the Initial Asset Transferor in respect of the relevant
              assets).

       "ASSIGNED DEBT" means any loan made by the Parent to any other member of
       the UK Group, where on and after the Pushdown Date the Parent's rights in
       respect of any such loan which is outstanding on or after the Pushdown
       Date have been assigned to the Security Trustee pursuant to the Parent
       Intra-Group Loan Assignment (but without prejudice to the ability to make
       or repay such a loan prior to the Pushdown Date).

       "AUTHORISED SIGNATORY" means, in relation to the Parent, the CWC Parent,
       NTL CC, NTL UK, an Obligor or proposed Obligor, any person who is duly
       authorised (in such manner as may be reasonably acceptable to the Agent)
       and in respect of whom the Agent has received a certificate signed by a
       director or another Authorised Signatory of the Parent, the CWC Parent,
       NTL CC, NTL UK or, as the case may be, such Obligor or proposed Obligor
       setting out the name and signature of such person and confirming such
       person's authority to act.

       "AVAILABLE COMMITMENT" means, in relation to a Bank at any time and save
       as otherwise provided herein, its Commitment at such time LESS its share
       of the amount of the Revolving Advances which are then outstanding and
       not due for repayment, PROVIDED THAT such amount shall not be less than
       zero.

       "AVAILABLE EXCESS CASH FLOW" means, at any time, the aggregate Excess
       Cash Flow generated in respect of each financial year of the Parent,
       commencing with the financial year ended 31 December 2003, less the
       amount of such Excess Cash Flow (in respect of each such financial year)
       which is required to be used (in respect to such financial year) to
       prepay the Revolving Loan in accordance with Clause 10.1 (Mandatory
       Prepayment from Excess Cash Flow).

       "AVAILABLE FACILITY" means, at any time, the aggregate amount of the
       Available Commitments adjusted, in the case of any proposed drawdown, so
       as to take into account:

       (a)    any reduction in the Commitment of a Bank pursuant to the terms
              hereof;

       (b)    the amount of any Revolving Advance which, pursuant to any other
              drawdown, is to be made; and

       (c)    the amount of any Revolving Advance which is due to be repaid,


                                      -3-
<PAGE>   7
       on or before the proposed drawdown date.

       "AVAILABLE WORKING CAPITAL AMOUNT" means, at any time, the then Available
       Facility less the amount of the Existing Target Indebtedness which
       remains outstanding at such time.

       "AVERAGE REVENUE CONTRIBUTIONS" means, in respect of any asset at any
       time:

                                              A + B
                                              -----
                                                2
        where:

        A =             the revenue generated by, or attributable (whether in
                        whole or in part) to, such asset during the immediately
                        preceding financial year of the Parent, expressed as a
                        percentage of the aggregate of the consolidated revenue
                        of the UK Group and, prior to the Pushdown Date, the
                        consolidated revenue of the Target Group for such a
                        financial year; and

        B =             the revenue generated by, or attributable (whether in
                        whole or in part) to, such asset during the financial
                        year of the Parent preceding that referred to in A
                        above, expressed as a percentage of the aggregate of the
                        consolidated revenue of the UK Group and, prior to the
                        Pushdown Date, the consolidated revenue of the Target
                        Group for such financial year.

        "BANK" means any financial institution:

       (a)    named in Schedule 1 (The Banks); or

       (b)    which has become a party hereto as a Bank in accordance with
              Clause 31.4 (Assignments by Banks) or Clause 31.5 (Transfers by
              Banks),

       and which has not ceased to be a party hereto in accordance with the
       terms hereof.

       "BCM NOTES" means the 3.5 per cent. convertible loan notes due March 2001
       and the 5.0 per cent. convertible loan notes due July 2001, in each case
       issued by Cable & Wireless Communications (B) Limited.

       "BORROWER ACCESSION MEMORANDUM" means a memorandum substantially in the
       form set out in Schedule 7 (Form of Borrower Accession Memorandum).

       "BORROWERS" means the Original Borrower and each Additional Borrower,
       PROVIDED THAT such company has not been released from its rights and
       obligations hereunder in accordance with Clause 33.3 (Resignation of a
       Borrower).

       "BUDGET" means a budget delivered by the Parent to the Agent pursuant to
       Clause 17.5 (Budgets).


                                      -4-
<PAGE>   8
       "BUSINESS DAY" means a day (other than a Saturday or Sunday) which is not
       a public holiday and on which banks are open for general business in both
       London and New York.

       "BUSINESS PLAN" means the financial model including profit and loss
       accounts, balance sheets and cashflow projections, in the agreed form,
       relating to the UK Group (for these purposes assuming that the Pushdown
       has been completed), as set out in annex 16 of the Information
       Memorandum.

       "C&W (UK) HOLDINGS" means Cable & Wireless (UK) Holdings plc, a company
       incorporated in England and Wales (company number 3888319), being (after
       the Scheme Effective Date) a wholly owned subsidiary of Cable & Wireless.

       "CABLE & WIRELESS" means Cable & Wireless plc, a company incorporated in
       England and Wales (company number 238525).

       "CABLE & WIRELESS DEBT" means Financial Indebtedness owed by any members
       of the Target Group to Cable & Wireless and certain other members of the
       CWC DataCo Business.

       "CABLE & WIRELESS LOAN" means a loan of up to L50,000,000 from CWC
       Holdings to Cable & Wireless, made in relation to the costs incurred by
       the CWC ConsumerCo Business in connection with separation of the CWC
       ConsumerCo Business and the CWC DataCo Business (as provided for in the
       Transaction Agreement).

       "CABLE BUSINESS" means:

       (a)    the business of directly or indirectly operating, or owning a
              license to operate, a cable and/or television and/or telephone
              and/or telecommunications system or service principally within the
              United Kingdom and/or in Ireland; and

       (b)    any Cable Related Business.

       "CABLE RELATED BUSINESS" means a business which directly, or indirectly,
       owns or provides a service or product used in a Cable Business,
       including, without limitation, any television programming, production
       and/or licensing business or any programming guide or telephone directory
       business or content or software related thereto.

       "CAPITAL EXPENDITURE" means expenditure on the acquisition or improvement
       of an asset which would be treated as a capital asset in accordance with
       generally accepted accounting principles in the United Kingdom.

       "CAXTON" means Caxton Holdings Limited, a company incorporated in England
       and Wales (company number 3840888), being (prior to the First Caxton
       Sale) a wholly owned subsidiary of the Target which, together with its
       subsidiaries, carries on the CWC DataCo Business.


                                      -5-
<PAGE>   9
       "CERTAIN FUNDS EVENTS OF DEFAULT" means any circumstance constituting an
       Event of Default under any of the following Clauses:

       (a)    Clause 20.7 (Insolvency and Rescheduling), Clause 20.8
              (Winding-up) or, solely in relation to Clause 20.7 (Insolvency and
              Rescheduling) and Clause 20.8 (Winding-up), Clause 20.10
              (Analogous Events), in each case to the extent such relates to NTL
              CC and/or the Original Borrower; and

       (b)    Clause 20.13 (Illegality).

       "CERTAIN FUNDS PERIOD" means the period from and including the Execution
       Date to (and including) the date falling two Business Days after the
       Acquisition Date.

       "CHARGED ACCOUNT" means the NTL CC Charged Account or, as the case may
       be, the NTL Charged Account.

       "CODE" means the City Code on Takeovers and Mergers.

       "COMMITMENT" means, in relation to a Bank at any time and save as
       otherwise provided herein, the amount set opposite its name under the
       heading "COMMITMENT" in Schedule 1 (The Banks). The Commitments of Morgan
       Stanley Dean Witter Bank Limited and Morgan Stanley Senior Funding, Inc.
       shall be determined in accordance with Clause 31.10 (Morgan Stanley
       Commitment).

       "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
       set out in Schedule 6 (Form of Compliance Certificate).

       "CONFIDENTIALITY UNDERTAKING" means a confidentiality undertaking in the
       standard form from time to time of the LMA or in such other form as may
       be agreed between the Relevant Obligor and the Agent.

       "COURT" means the High Court of Justice of England and Wales.

       "COURT MEETING" means the meeting of the holders of the shares of Target
       summoned by the Court and directed to consider and vote on whether to
       approve the Scheme pursuant to Section 425.

       "COVENANT GROUP" means NTL CC and any subsidiary of NTL CC which is a
       holding company of the Parent.

       "CWC ACCESSION MEMORANDUM" means a memorandum substantially in the form
       set out in Schedule 9 (CWC Accession Memorandum), by which CWC Holdings
       will accede hereto as both a Guarantor and the CWC Parent.

       "CWC CIRCULAR" means the circular to the Target's shareholders dated 14
       February 2000 (as supplemented by a circular dated 3 March 2000),
       relating to the Scheme and the proposed acquisition of the CWC DataCo
       Business by Cable & Wireless and the CWC ConsumerCo Business by NTL
       Holdings.


                                      -6-
<PAGE>   10
       "CWC CONSUMERCO BUSINESS" means the residential cable, business cable,
       indirect residential telephony, residential internet and digital
       television development and services businesses owned and operated by the
       Target and its subsidiaries.

       "CWC CREDIT AGREEMENT" means the credit agreement dated 19 March 1997 (as
       amended and restated on 31 March 1998) between, among others, the Target
       and certain financial institutions.

       "CWC DATACO BUSINESS" means the corporate, business, internet protocol
       and wholesale operations carried on by the Target and its subsidiaries
       prior to the First Caxton Sale.

       "CWC HOLDINGS" means Cable & Wireless Communications (Holdings) plc, a
       company incorporated in England and Wales with company number 3922682.

       "CWC HOLDINGS CAPITAL REDUCTION" means the reduction in the share capital
       of CWC Holdings occurring prior to the Acquisition, such a reduction
       being confirmed by the Court in accordance with section 135 of the
       Companies Act 1985.

       "CWC HOLDINGS INTRA-GROUP LOAN ASSIGNMENT" means the assignment in the
       agreed form executed or to be executed by CWC Holdings in favour of the
       Security Trustee, assigning CWC Holding's rights in respect of loans made
       or to be made by it to the Target and other members of the Target Group.

       "CWC HOLDINGS SHARE CHARGE" means the share charge in agreed form
       executed or to be executed by CWC Holdings in favour of the Security
       Trustee relating to the issued share capital of the Target.

       "CWC PARENT" means CWC Holdings, once such has acceded hereto as the CWC
       Parent in accordance with Clause 34.4 (Accession of CWC Parent).

       "DEBENTURES" means the debentures, in the agreed forms, executed or to be
       executed in connection herewith, creating first fixed and floating
       charges over the whole of the assets and undertaking of the entity party
       thereto as Obligor save to the extent that such assets include:

       (a)    shares or any other interests in or assets of a Project Company;

       (b)    shares in a Target Group Excluded Subsidiary or shares in a UK
              Group Excluded Subsidiary;

       (c)    shares in Cable Guide Limited; or

       (d)    in respect of CableTel Limited, CableTel Investments Limited, Maza
              Limited, Northampton Cable Limited and Herts Cable Limited, assets
              which are used by or the interests in either of the Telecential
              Partnerships where the terms of the partnership deeds relating
              thereto prohibit the granting of security over those interests or
              assets or the granting of such security could reasonably be
              expected to result in a breach of a fiduciary duty.

                                      -7-
<PAGE>   11
       "DEBT ADJUSTMENT PAYMENTS" means:

       (a)    in the event that the members of the Target Group are found to
              have had excessive indebtedness as at the Acquisition Date, the
              payment of cash or the issue of Cable & Wireless shares to NTL
              Holdings; or

       (b)    in the event that the members of the Target Group are found to
              have had insufficient indebtedness as at the Acquisition Date, the
              payment of a sum equal to such an insufficient amount of
              indebtedness by NTL Holdings to Cable & Wireless,

       in each case in accordance with the terms of the Transaction Agreement.

       "DIAMOND NOTES" means the:

       (a)    13-1/4% senior discount notes due 30 September 2004, with a
              principal amount at maturity of $285,000,000, issued by Diamond
              Cable Communications plc;

       (b)    11-3/4% senior discount notes due 15 December, 2005, with a
              principal amount at maturity of $531,000,000, issued by Diamond
              Cable Communications plc;

       (c)    10-3/4% senior discount notes due 15 February 2007, with a
              principal amount at maturity of $421,000,000, issued by Diamond
              Cable Communications plc;

       (d)    10% senior notes due 1 February 2008 with a principal amount at
              maturity of L135,000,000, issued by Diamond Holdings plc; and

       (e)    9-1/8% senior notes due 1 February 2008 with a principal amount at
              maturity of $110,000,000, issued by Diamond Holdings plc.

       "DISCLOSURE LETTER" means the letter, in the agreed form, dated on or
       about the date of this Agreement from the Parent to the Agent (on behalf
       of the Finance Parties) setting out various matters to be excluded from
       certain representations and covenants in this Agreement.

       "DISPUTE" means any dispute referred to in Clause 41 (Jurisdiction).

       "DORMANT SUBSIDIARY" means, at any time, any subsidiary of the Parent or
       the CWC Parent which is "dormant" as defined in Section 250(3) of the
       Companies Act 1985.

       "EBITDA" has the meaning given to it in Clause 18.3 (Financial
       Definitions).

       "EGM" means the extraordinary general meeting of the Target convened to
       consider and vote on the resolutions necessary to implement the Scheme.

       "EMU" means Economic and Monetary Union as contemplated in the Treaty on
       European Union.

       "EMU LEGISLATION" means legislative measures of the European Union for
       the introduction of, changeover to or operation of the euro in one or
       more member states, being in part legislative measures to implement the
       third stage of EMU.


                                      -8-
<PAGE>   12
       "ENCUMBRANCE" means (a) a mortgage, charge, pledge, lien or other
       encumbrance securing any obligation of any person, (b) any arrangement
       under which money or claims to, or the benefit of, a bank or other
       account may be applied, set off or made subject to a combination of
       accounts so as to effect discharge of any sum owed or payable to any
       person or (c) any other type of preferential arrangement (including any
       title transfer and retention arrangement) having a similar effect.

       "ENVIRONMENTAL CLAIM" means any claim, proceeding or investigation by any
       person pursuant to any Environmental Law.

       "ENVIRONMENTAL LAW" means any applicable law in any jurisdiction in which
       any member of the UK Group (or, prior to the Pushdown Date, the Original
       Borrower or any member of the UK Group and/or the Target Group) conducts
       business which relates to the pollution or protection of the environment
       or harm to or the protection of human health or the health of animals or
       plants.

       "ENVIRONMENTAL PERMITS" means any permit, licence, consent, approval and
       other authorisation and the filing of any notification, report or
       assessment required under any Environmental Law for the operation of the
       business of any member of the UK Group (or, prior to the Pushdown Date,
       the Original Borrower or any member of the UK Group and/or the Target
       Group) conducted on or from the properties owned or used by the relevant
       member of the UK Group (or, prior to the Pushdown Date, the Original
       Borrower or any member of the UK Group and/or the Target Group).

       "EVENT OF DEFAULT" means any circumstance described as such in Clause 20
       (Events of Default).

       "EXCESS CAPACITY NETWORK SERVICES" means the provision of network
       services, or agreement to provide network services, by the Original
       Borrower or a member of the Target Group or a member of the UK Group in
       favour of one or more of its affiliates where such network services are
       only provided in respect of the capacity available to the Original
       Borrower, such member of the Target Group or member of the UK Group in
       excess of that network capacity it requires to continue to provide
       current services to its existing and projected future customers and to
       allow it to provide further services to both its existing and projected
       future customers in accordance with the Business Plan.

       "EXCESS CASH FLOW" has the meaning given to it in Clause 18.3 (Financial
       Definitions).

       "EXCLUDED CONTRIBUTIONS" means the cash proceeds of any:

       (a)    Financial Indebtedness or equity raised by members of the Covenant
              Group on or before 31 December 2002, the aggregate amount of which
              does not exceed L750,000,000 (or its equivalent) and PROVIDED
              THAT, in the case of any Financial Indebtedness incurred by a
              member of the Covenant Group, the final maturity date of such
              Financial Indebtedness is a date falling no earlier than the date
              twelve months after the Final Maturity Date;


                                      -9-
<PAGE>   13
       (b)    equity issued by NTL CC to any other members of the NTL Holding
              Group, up to an aggregate amount of L25,000,000 (or its
              equivalent) in any financial year of NTL CC; and

       (c)    Permitted Refinancings.

       "EXECUTION DATE" means the date of this Agreement.

       "EXISTING HEDGING" means the Hedging Agreements of members of the Target
       Group in existence on the Acquisition Date.

       "EXISTING PERFORMANCE BONDS" means:

       (a)    performance bonds in an aggregate amount of up to L7,100,000
              issued by Zurich Re at the request of certain members of the
              Target Group;

       (b)    performance bonds in an aggregate amount of up to L1,139,199
              issued by National Westminster Bank Plc at the request of certain
              members of the Target Group; and

       (c)    performance bonds in an aggregate amount of up to L2,800,000
              issued by National Westminster Bank Plc at the request of certain
              members of the UK Group.

       "EXISTING TARGET INDEBTEDNESS" means the Financial Indebtedness of CWC
       Holdings and each of its subsidiaries outstanding on the Acquisition Date
       including, without limitation, Financial Indebtedness in respect of:

       (a)    the Yankee Bonds;

       (b)    the Sterling Bonds;

       (c)    the CWC Credit Agreement;

       (d)    the BCM Notes;

       (e)    the Videotron Mortgage;

       (f)    the NatWest Finance Leases;

       (g)    the Vehicle Finance Leases;

       (h)    the Overdraft Facilities;

       (i)    the High Yield Bonds;

       (j)    the Receivables Purchase Facility;

       (k)    the Cable & Wireless Debt;

       (l)    the Existing Hedging;


                                      -10-
<PAGE>   14
       (m)    the South Herts Facility; and

       (n)    the TWTV Debt.

       "FACILITY OFFICE" means, in relation to the Agent, the office identified
       with its signature below or such other office as it may select by notice
       and, in relation to any Bank, the office notified by it to the Agent in
       writing prior to the date hereof (or, in the case of a Transferee, at the
       end of the Transfer Certificate to which it is a party as Transferee) or
       such other office as it may from time to time select by notice to the
       Agent.

       "FINAL ASSET TRANSFEREE" means the member of the Group, other than a
       member of the UK Group, who is the final transferee in respect of a
       transfer from NTL UK, through one or more members of the UK Group.

       "FINAL MATURITY DATE" means 30 September 2005.

       "FINANCE DOCUMENTS" means this Agreement, any Borrower Accession
       Memorandum delivered hereunder, any Guarantor Accession Memorandum
       delivered hereunder, the fee letters referred to in Clause 22.5 (Agency
       and other Fees), the Security Documents, the Security Trust Agreement,
       the NTL UK Subordination Agreement, the NTL Subordination Agreement, any
       Subordination Agreement and any other document designated as such by the
       Agent and the Relevant Obligor.

       "FINANCE PARTIES" means, at any time, the Agent, the Arrangers, the
       Security Trustee and the Banks at such time.

       "FINANCIAL INDEBTEDNESS" means any indebtedness for or in respect of:

       (a)    Indebtedness for Borrowed Money;

       (b)    any documentary or standby letter of credit facility or
              performance bond facility;

       (c)    any Hedging Agreement (and the amount of the Financial
              Indebtedness in relation thereto shall be calculated by reference
              to the mark-to-market valuation of such transaction at the
              relevant time); and

       (d)    (without double counting) any guarantee or indemnity for any of
              the items referred to in paragraphs (a) to (c) above.

       "FINANCIAL QUARTER" has the meaning given to it in Clause 18.3 (Financial
       Definitions).

       "FIRST CAXTON SALE" means the transfer, after the Scheme Effective Date,
       of Caxton by the Target to CWC Holdings, as authorised by the Scheme,
       such a transfer being made at book value (subject to adjustment under
       Schedule 19 of the Transaction Agreement), on terms that the price
       payable by CWC Holdings is left outstanding to the extent that


                                      -11-
<PAGE>   15
       CWC Holdings does not assume at least a corresponding amount of
       indebtedness of the Target in consideration for the sale of Caxton.

       "FORCED DRAW" means a utilisation of the Working Capital Facility made as
       a result of the lenders under the Working Capital Facility exercising
       their right to require the Parent, in its capacity as the borrower under
       the Working Capital Facility, to draw an advance thereunder.

       "FUNDED EXCLUDED SUBSIDIARY" means, in respect of a UK Group Funding
       Passthrough, a UK Group Excluded Subsidiary or, prior to the Pushdown
       Date and in respect of a Target Group Funding Passthrough, a Target Group
       Excluded Subsidiary which:

       (a)    indirectly receives funding from NTL UK (in respect of a UK Group
              Funding Passthrough) or a member of the NTL Holding Group (in
              respect of a Target Group Funding Passthrough); and/or

       (b)    by way of dividend or other distribution, loan or payment of
              interest on or the repayment of the principal amount of any
              indebtedness owed by it, makes a payment to NTL UK (in respect of
              a UK Group Funding Passthrough) or a member of the NTL Holding
              Group (in respect of a Target Group Funding Passthrough).

       "FUNDING PASSTHROUGH" means either a UK Group Funding Passthrough or a
       Target Group Funding Passthrough.

       "GROUP" means NTL Holdings and its subsidiaries for the time being.

       "GROUP REPRESENTATIVE" means the Original Borrower, acting as
       representative of the Obligors and as provider of information in relation
       to members of the UK Group (and, prior to the Pushdown Date, members of
       the Target Group).

       "GROUP STRUCTURE CHARTS" means:

       (a)    the structure chart showing (at least) the UK Group and the NTL
              Holding Group, in the agreed form; and

       (b)    the structure chart showing the Target Group (in a form similar to
              the structure chart referred to in paragraph (a) above).

       "GUARANTOR" means any company which has become a Guarantor in accordance
       with Clause 34 (Accession of Guarantors and the CWC Parent) PROVIDED THAT
       such company has not been released from its rights and obligations
       hereunder in accordance with Clause 34.3 (Resignation of a Guarantor).

       "GUARANTOR ACCESSION MEMORANDUM" means, in respect of the accession of
       CWC Holdings as a Guarantor, the CWC Accession Memorandum or, in all
       other cases, a memorandum substantially in the form set out in Schedule 8
       (Form of Guarantor Accession Memorandum).


                                      -12-
<PAGE>   16
       "HEDGING AGREEMENT" means an agreement in respect of an interest rate
       swap, currency swap, forward foreign exchange transaction, cap, floor,
       collar or option transaction or any other treasury transaction or any
       combination thereof or any other transaction entered into in connection
       with protection against or benefit from fluctuation in any rate or price.

       "HEDGING STRATEGY" means the hedging strategy adopted by the Parent from
       time to time for the sole purpose of hedging the UK Group's (and, adopted
       by the CWC Parent prior to the Pushdown Date, for the sole purpose of
       hedging the Target Group's) then existing interest rate or currency risk
       exposure in connection with its ordinary business acting reasonably and
       prudently and not for speculative or proprietary trading purposes.

       "HIGH YIELD BONDS" means:

       (a)    the $256,225,000 11 per cent. senior discount notes due 2005
              issued by Cable & Wireless Communications (V) Holdings Limited
              (formerly known as Videotron Holdings plc) pursuant to an
              indenture dated 15 August 1995 (as supplemented);

       (b)    the $490,213,555 11.95 per cent. senior discount notes due 2004
              issued by Cable & Wireless Communications (B) Limited (formerly
              known as Bell Cablemedia plc) pursuant to an indenture dated 22
              July 1994 (as supplemented); and

       (c)    the $489,115,000 11.875 per cent. senior discount notes due 2005
              issued by Cable & Wireless Communications (B) Limited pursuant to
              an indenture dated 18 September 1995 (as supplemented),

       PROVIDED THAT the covenants in relation thereto have been fully defeased
       and the aggregate principal amount of the remaining indebtedness
       thereunder is less than $3,200,000.

       "ICTA" means the Income and Corporation Taxes Act 1988.

       "INCREMENTAL FACILITY" means a facility of up to a maximum aggregate
       amount of L500,000,000 which may be made available to members of the UK
       Group following a request by the Parent pursuant to Clause 5 (Incremental
       Facility).

       "INDEBTEDNESS FOR BORROWED MONEY" means any indebtedness for or in
       respect of:

       (a)    moneys borrowed;

       (b)    any amount raised by acceptance under any acceptance credit
              facility;

       (c)    any amount raised pursuant to any note purchase facility or the
              issue of bonds, notes, debentures, loan stock or any similar
              instrument (for the avoidance of doubt excluding any such
              instrument issued solely by way of consideration for

                                      -13-
<PAGE>   17
              the acquisition of assets where such an instrument is not issued
              for the purpose of raising finance);

       (d)    any amount raised pursuant to any issue of shares which are
              expressed to be redeemable in cash (other than (i) shares
              redeemable after 31 March 2007 and (ii) redeemable shares issued
              by way of consideration for the acquisition of assets where such
              shares are not issued for the purpose of raising finance);

       (e)    the amount of any liability in respect of any lease or hire
              purchase contract which would, in accordance with generally
              accepted accounting principles in the relevant jurisdiction, be
              treated as a finance or capital lease;

       (f)    the amount of any liability in respect of any advance or deferred
              purchase agreement if the primary reason for entering into such
              agreement is to raise finance;

       (g)    receivables sold or discounted (other than on a non-recourse
              basis);

       (h)    any agreement or option to re-acquire an asset if the primary
              reason for entering into such agreement or option is to raise
              finance;

       (i)    any amount raised under any other transaction (including any
              forward sale or purchase agreement) having the commercial effect
              of a borrowing; and

       (j)    (without double counting) the amount of any liability in respect
              of any guarantee or indemnity for any of the items referred to in
              paragraphs (a) to (i) above.

       "INFORMATION MEMORANDUM" means the document concerning the CWC ConsumerCo
       Business and the UK Group and the Target Group which, at NTL Inc.'s and
       the Parent's request and on their behalf, was prepared in relation to
       this transaction and distributed by the Arrangers to selected banks
       during May 2000 (as the same may be updated on or before the Syndication
       Date).

       "INITIAL SECURITY" means the CWC Holdings Share Charge, the CWC Holdings
       Intra-Group Loan Assignment, the Original Borrower Intra-Group Loan
       Assignment, the NTL Intra-Group Loan Assignment, the NTL Security Over
       Cash Agreement and the Original Borrower Security Over Cash Agreement.

       "INSTRUCTING GROUP" means:

       (a)    before any Revolving Advances have been made, a Bank or Banks
              whose Commitments amount in aggregate to more than sixty-six and
              two thirds per cent. of the Total Commitments; and

       (b)    thereafter, a Bank or Banks to whom in aggregate more than
              sixty-six and two thirds per cent. of the amount of the Revolving
              Loan is (or, immediately prior to its repayment, was then) owed.


                                      -14-
<PAGE>   18
       "INSURANCE PROCEEDS" means the proceeds of any insurance claim intended
       to compensate for damage to any asset or interruption of business
       received by any member of the UK Group or, prior to the Pushdown Date,
       any member of the Target Group, after deducting:

       (a)    any reasonable out of pocket expenses incurred by any member of
              the UK Group or, as the case may be, Target Group in relation to
              such a claim; and

       (b)    proceeds relating to third party claims, which are applied towards
              meeting such claims.

       "INTELLECTUAL PROPERTY" means all patents, trade marks, service marks,
       designs, copyrights, design rights, moral rights, inventions,
       confidential information, know-how and other intellectual property rights
       and interests, whether registered or unregistered, and the benefit of all
       licences, applications and rights to use such intellectual property now
       or hereafter belonging to any member of the UK Group and, prior to the
       Pushdown Date, any member of the Target Group.

       "INTERCREDITOR AGREEMENT" means the agreement dated on or about the
       Execution Date between the Banks, the lenders under the Working Capital
       Facility, the Agent, the Working Capital Facility Agent and the Security
       Trustee, by which the lenders under the Working Capital Facility
       undertake certain obligations in respect of their rights under the
       Working Capital Facility.

       "INTRA-GROUP LOAN ASSIGNMENT" means each assignment in the agreed form
       executed or to be executed by a member of the NTL Holding Group in favour
       of the Security Trustee, assigning the assignor's rights in respect of
       loans made or to be made by it to the Original Borrower or members of the
       Target Group.

       "INTRA-GROUP SERVICES" means:

       (a)    the provision of services by a member of the UK Group or, prior to
              the Pushdown Date, the Original Borrower to a member of the Group,
              where such member of the Group requires those services to enable
              it to carry on its business and PROVIDED THAT the consideration
              for the provision thereof is in the reasonable opinion of the
              Parent no less than the cost (save in any immaterial respect)
              incurred by such member of the UK Group or Original Borrower in
              providing such services;

       (b)    the provisions of services constituted by NTL Group Limited
              employing personnel, acting as agent to buy equipment or other
              assets or trade with residential customers on behalf of other
              members of the Group, where the costs of such employment or
              purchasing and the costs and revenues generated by such trading
              are in the reasonable opinion of the Parent reimbursed by or
              distributed (save in any immaterial respect) to the relevant Group
              member; and


                                      -15-
<PAGE>   19
       (c)    the provision of services constituted by the Original Borrower
              acting as agent to trade with business customers on behalf of
              other members of the Group, where the costs and revenues of such
              trading are in the reasonable opinion of the Parent reimbursed by
              or distributed (save in any immaterial respect) to the relevant
              Group Member.

       "IRELAND" means the Republic of Ireland.

       "LIBOR" means, in relation to any amount to be advanced to or owing by an
       Obligor under the Finance Documents on which interest for a given period
       is to accrue:

       (a)    the percentage rate per annum equal to the offered quotation which
              appears on the page of the Telerate Screen which displays the
              British Bankers Association Interest Settlement Rate for sterling
              (being currently "3750") or the currency of any Unpaid Sum for
              such period as of 11.00 a.m. on the Quotation Date for such period
              or, if such page or such service shall cease to be available, such
              other page or such other service for the purpose of displaying the
              British Bankers Association Interest Settlement Rate for sterling
              (or the currency of such Unpaid Sum) as the Agent, after
              consultation with the Banks and the Relevant Obligor, shall
              select; or

       (b)    if no quotation for sterling (or the currency of such Unpaid Sum)
              and the relevant period is displayed and the Agent has not
              selected an alternative service on which a quotation is displayed,
              the arithmetic mean (rounded upwards to five decimal places) of
              the rates (as notified to the Agent) at which each of the
              Reference Banks was offering to prime banks in the London
              interbank market deposits in sterling (or the currency of such
              Unpaid Sum) for such period as of 11.00 a.m. on the Quotation Date
              for such period.

       "LICENCES" means each licence which is material to the conduct of the
       business of any member of the UK Group or, prior to the Pushdown Date,
       any member of the Target Group.

       "LMA" means the Loan Market Association.

       "MANDATORY COST RATE" means the rate determined in accordance with
       Schedule 12 (Mandatory Costs).

       "MARGIN" means the percentage rate per annum determined in accordance
       with Clause 4.3 (Margin Ratchet) to Clause 4.5 (Default Margin).

       "MATERIAL ADVERSE EFFECT" means:

       (a)    in respect of the Original Borrower only (until such time as it
              becomes a member of the UK Group), a material adverse effect on
              (i) the business, operations, property or condition (financial or
              otherwise) of the Original Borrower or (ii) the ability of the
              Original Borrower to perform its material obligations under the
              Finance Documents to which it is a party; and


                                      -16-
<PAGE>   20
       (b)    in all other cases, a material adverse effect on (i) the business,
              operations, property or condition (financial or otherwise) of the
              UK Group taken as a whole (or, prior to the Pushdown Date, either
              the UK Group taken as a whole and/or the Target Group taken as a
              whole) or (ii) the ability of any Obligor to perform its material
              obligations under the Finance Documents to which it is a party.

       "MATERIAL COMMERCIAL CONTRACTS" means any commercial agreements entered
       into by any member of the UK Group or, prior to the Pushdown Date, the
       Original Borrower or any member of the UK Group and/or the Target Group
       which are reasonably likely to be material to the business or prospects
       of, in the case of the Original Borrower, its business or prospects or,
       in the case of any member of the UK Group, the UK Group taken as a whole
       (or, prior to the Pushdown Date, either the UK Group taken as a whole
       and/or the Target Group taken as a whole).

       "MEETINGS" means each of the Court Meeting and EGM.

       "NATWEST FINANCE LEASES" means:

       (a)    the two finance leases dated 7 September 1995 (as amended on 6
              October 1999) between Cable & Wireless Communications (Leeds)
              Limited as lessee, NatWest Lessors Limited as lessor and Cable &
              Wireless Communications Holdings (Leeds) Limited as guarantor; and

       (b)    the two finance leases dated 22 March 1996 (as amended on 6
              October 1999) between (among others) Cable & Wireless
              Communications (South East) Limited as lessee and NatWest Lessors
              Limited as lessor.

       "NET AVERAGE REVENUE CONTRIBUTIONS" means, at any time:

       (a)    the aggregate of the Average Revenue Contributions of all assets
              disposed of by members of the UK Group and, prior to the Pushdown
              Date, the Target Group under paragraph (g) of the definition of
              Permitted Disposals,

              less

       (b)    the aggregate of the estimated Average Revenue Contributions of
              all assets acquired by members of the UK Group and, prior to the
              Pushdown Date, the Target Group either in exchange for, or out of
              the proceeds of the disposal of, assets disposed of under
              paragraph (g) of the definition of Permitted Disposals (such
              estimated Average Revenue Contributions to be reasonably agreed
              between either the CWC Parent or the Parent and the Agent on the
              basis of the revenues such acquired assets could have reasonably
              been expected to have generated for the two financial years of the
              Parent immediately preceding the date of their acquisition, had
              such assets been owned by the relevant member of the UK Group or
              Target Group throughout those two financial years).


                                      -17-
<PAGE>   21
       "NEW YORK OFFICE EXPENSES" means, in relation to any financial year of
       NTL Holdings, the expenses (including taxes) so described and specified
       in relation to such financial year in the Business Plan.

       "NOTICE OF DRAWDOWN" means a notice substantially in the form set out in
       Schedule 4 (Notice of Drawdown).

       "NOTICE PERIOD" means the period commencing ten Business Days before the
       proposed date for the making of a Revolving Advance and ending 2.00 p.m.
       three Business Days before (or, in respect of Revolving Advance to be
       made hereunder on the Acquisition Date, ending 9.00 a.m. two Business
       Days before) the proposed date for the making of such a Revolving Advance
       (or such later time as all of the Banks may agree).

       "NTL CC" means NTL Communications Corp.

       "NTL CC CHARGED ACCOUNT" means an account, bearing interest at a
       commercially reasonable rate in relation to the given circumstances, in
       the name of NTL CC over which security has been granted in favour of the
       Security Trustee pursuant to the NTL CC Security Over Cash Agreement,
       into which members of the UK Group make deposits for the purpose of
       making Permitted Payments in accordance with paragraph (f) of the
       definition thereof.

       "NTL CC NOTES" means, to the extent such have been issued in either the
       domestic or the international capital markets, the bonds, notes or
       similar public debt instruments issued by NTL CC and outstanding at the
       date of this Agreement.

       "NTL CC SECURITY OVER CASH AGREEMENT" means the assignment and charge in
       the agreed form executed or to be executed by NTL CC in favour of the
       Security Trustee, assigning and charging NTL CC's rights in respect of
       sums deposited in the NTL CC Charged Account.

       "NTL CHARGED ACCOUNT" means an account, bearing interest at a
       commercially reasonable rate in relation to the given circumstances, in
       the name of NTL Inc. over which security has been granted in favour of
       the Security Trustee pursuant to the NTL Security Over Cash Agreement,
       into which members of the UK Group or, prior to the Pushdown Date, the
       Original Borrower or members of the Target Group make deposits for the
       purpose of making Permitted Payments in accordance with either paragraph
       (f) or paragraph (g) of the definition thereof.

       "NTL HOLDING GROUP" means NTL Holdings and the Parent's other holding
       companies.

       "NTL HOLDINGS" means NTL Incorporated (formerly named NTL Holdings
       Incorporated), a company incorporated in Delaware which became the
       holding company of NTL Inc. with effect from the effective date of the
       CWC Holdings Capital Reduction.


                                      -18-
<PAGE>   22
       "NTL INC." means NTL (Delaware) Incorporated (formerly named NTL
       Incorporated), a company incorporated in Delaware.

       "NTL INTRA-GROUP LOAN ASSIGNMENT" means the assignment in the agreed form
       executed or to be executed by NTL Inc. in favour of the Security Trustee,
       assigning NTL Inc.'s rights in respect of loans made or to be made by it
       to the Original Borrower and members of the Target Group.

       "NTL SECURITY OVER CASH AGREEMENT" means the assignment and charge in the
       agreed form executed or to be executed by NTL Inc. in favour of the
       Security Trustee, assigning and charging NTL Inc.'s rights in respect of
       sums deposited in the NTL Charged Account.

       "NTL SUBORDINATION AGREEMENT" means the subordination agreement in the
       agreed form between NTL Inc. as the lender, the Original Borrower as
       borrower and the Security Trustee, pursuant to which, whilst sums remain
       outstanding under the Finance Documents, no payments of interest,
       repayments of principal or any other payments of any kind can be made in
       respect of indebtedness owed by the Original Borrower and members of the
       Target Group to NTL Inc., save for certain Permitted Payments.

       "NTL TRIANGLE ACCESSION" means the accession of the members of the NTL
       Triangle Sub-Group as Guarantors in accordance with Clause 34.5 (NTL
       Triangle Accession).

       "NTL TRIANGLE SUB-GROUP" means NTL Triangle LLC and its subsidiaries from
       time to time.

       "NTL UK" means NTL (UK) Group, Inc., a company incorporated in Delaware.

       "NTL UK INTRA-GROUP LOAN ASSIGNMENT" means the assignment in the agreed
       form executed by NTL UK on the Pushdown Date in favour of the Security
       Trustee, assigning NTL UK's rights in respect of loans made or to be made
       by it to members of the UK Group.

       "NTL UK SUBORDINATION AGREEMENT" means the subordination agreement in the
       agreed form between NTL UK as the lender, the Parent as the borrower and
       the Security Trustee, pursuant to which, whilst sums remain outstanding
       under the Finance Documents, no payments of interest, repayments of
       principal or any other payments of any kind can be made in respect of
       indebtedness owed by the Parent to NTL UK, save for certain Permitted
       Payments.

       "NTLIH" means NTL Investment Holdings Limited, a company incorporated in
       England and Wales with company number 3173552.

       "OBLIGORS" means the Borrowers and the Guarantors.

       "OFTEL" means the Director General of Telecommunications and/or any other
       successor or other body or authority having, inter alia, the right,
       function and/or obligation to monitor and enforce compliance with the
       provisions of licences issued pursuant to the Telecommunications Act
       1984.

                                      -19-
<PAGE>   23
       "ORIGINAL BORROWER CHARGED ACCOUNT" means an account, bearing interest at
       a commercially reasonable rate in relation to the given circumstances, in
       the name of the Original Borrower over which security has been granted in
       favour of the Security Trustee pursuant to the Original Borrower Security
       Over Cash Agreement and into which the Original Borrower Investment is
       deposited.

       "ORIGINAL BORROWER INTRA-GROUP LOAN ASSIGNMENT" means the assignment in
       the agreed form executed or to be executed by the Original Borrower in
       favour of the Security Trustee, assigning the Original Borrower's rights
       in respect of loans made or to be made by it to CWC Holdings.

       "ORIGINAL BORROWER INVESTMENT" means the cash invested by NTL Inc. in the
       Original Borrower on or before the Acquisition Date, such an investment
       being made by way of Subordinated Funding.

       "ORIGINAL BORROWER SECURITY OVER CASH AGREEMENT" means the assignment and
       charge in the agreed form executed or to be executed by the Original
       Borrower in favour of the Security Trustee, assigning and charging the
       Original Borrower's rights in respect of sums deposited in the Original
       Borrower Charged Account.

       "ORIGINAL FINANCIAL STATEMENTS" means:

       (a)    in relation to the Parent, its audited consolidated financial
              statements for its financial year ended 31 December 1998;

       (b)    in relation to the Original Borrower, its audited unconsolidated
              financial statements for its financial year ended 31 December
              1998;

       (c)    in relation to the Target (and insofar as they relate to the CWC
              ConsumerCo Business), the consolidated financial statements of the
              Target and its subsidiaries, prepared by its auditors for the
              financial year ended 31 March 1999 (as set out in the Accountants'
              Report) and the consolidated financial statements of the Target
              and its subsidiaries, prepared by its management for the six month
              period ended 30 September 1999 (as set out in the CWC Circular).

       "OVERDRAFT FACILITY" means any facility provided by a United Kingdom
       clearing bank to a member of the Target Group or, as the case may be, a
       member of the UK Group.

       "PARENT FUNDING" means:

       (a)    the subscription by the Parent for new equity capital of any other
              member of the UK Group; and

       (b)    Assigned Debt.

       "PARENT INTRA-GROUP LOAN ASSIGNMENT" means the assignment in the agreed
       form executed on the Pushdown Date by the Parent in favour of the
       Security Trustee,

                                      -20-
<PAGE>   24
       assigning the Parent's rights in respect of loans made or to be made by
       it to other members of the UK Group.

       "PARTICIPATING MEMBER STATE" means any member state of the European Union
       which has adopted the euro as its lawful currency at the relevant time.

       "PERMITTED ACQUISITIONS" means:

       (a)    the Acquisition or any acquisitions necessary to effect either the
              issues or transfers of shares referred to in paragraphs (a), (b),
              (d), (e) and (f) of the definition of the Pushdown;

       (b)    prior to the Pushdown Date, with respect to any member of the
              Target Group only, any acquisition of (or of any interests in) (A)
              companies, partnerships, consortia, joint ventures or other
              arrangements or (B) businesses, licences, revenues or assets
              PROVIDED THAT:

              (i)    the relevant company, partnership, consortium, joint
                     venture or other arrangement or the acquired business,
                     licence, revenues or asset engages in, or, as the case may
                     be, relates to, a Cable Business;

              (ii)   the acquisition of such an entity or asset is financed
                     solely by equity;

              (iii)  the entity or asset to be acquired has no Financial
                     Indebtedness other than Financial Indebtedness owed to
                     another member of the Target Group; and

              (iv)   the requirements of paragraphs (1), (2) and (3) of
                     paragraph (c)(ii) of this definition are complied with in
                     respect of such acquisition if the total consideration
                     (including, without limitation, deferred consideration and
                     any consideration comprising of the issue of either debt
                     instruments or shares) for such an acquisition either (A)
                     exceeds L80,000,000 (or its equivalent in other currencies)
                     or (B) when aggregated with the consideration (determined
                     in accordance with paragraph (c)(ii) below) arising in
                     respect of all such other acquisitions (save for any
                     acquisitions permitted by paragraphs (a), (d), (f), (h) or
                     (i) of this definition of Permitted Acquisitions) made by
                     members of the UK Group and, prior to the Pushdown Date,
                     members of the Target Group during the then current
                     financial year, exceeds L100,000,000 (or its equivalent in
                     other currencies);

       (c)    with respect to any member of the UK Group at any time, any
              acquisition of (or of any interests in) (A) companies,
              partnerships, consortia, joint ventures or other arrangements or
              (B) businesses, licences, revenues or assets PROVIDED THAT:


                                      -21-
<PAGE>   25
              (i)    the relevant company, partnership, consortium, joint
                     venture or other arrangement or the acquired business,
                     licence, revenues or asset engages in, or, as the case may
                     be, relates to, a Cable Business; and

              (ii)   if the total consideration (including, without limitation,
                     assumed debt, deferred consideration and any consideration
                     comprising of the issue of either debt instruments or
                     shares) for such an acquisition either (A) exceeds
                     L80,000,000 (or its equivalent in other currencies) or (B)
                     when aggregated with the consideration (determined as
                     aforesaid) arising in respect of all such other
                     acquisitions (save for any acquisitions permitted by
                     paragraphs (a), (d), (f), (h) or (i) of this definition of
                     Permitted Acquisitions) made by members of the UK Group
                     and, prior to the Pushdown Date, members of the Target
                     Group during the then current financial year, exceeds
                     L100,000,000 (or its equivalent in other currencies):

                     (1)    the Parent has provided the Agent with a pro forma
                            business plan (over a period ending at least one
                            year after the Final Maturity Date), together with
                            the key operating assumptions relating thereto, has
                            provided representations to the Finance Parties (in
                            the form agreed by the Agent (acting reasonably)
                            with respect thereto) in relation to such business
                            plan and has confirmed that no Event of Default or
                            Potential Event of Default has occurred and is
                            continuing or would occur following such
                            acquisition;

                     (2)    the pro forma business plan demonstrates pro forma
                            compliance with the financial covenants set out in
                            Clause 18 (Financial Condition) until the Final
                            Maturity Date; and

                     (3)    the pro forma business plan demonstrates that
                            amounts available for drawdown under the Revolving
                            Facility (following any planned drawdown to finance
                            the contemplated acquisition) and under other
                            financing sources committed to the UK Group are
                            sufficient to meet the UK Group's projected
                            financing needs until the Final Maturity Date
                            (excluding the amount of principal to be repaid in
                            respect of the Revolving Facility on the Final
                            Maturity Date);

       (d)    the incorporation of a company or the acquisition of the shares in
              a newly incorporated company from its subscribing shareholders,
              where such a company at all times carries on business in an
              administrative capacity, supporting the business of either the UK
              Group and/or the Target Group (as carried on in accordance with
              Clause 19.31 (Change of Business) or acts as a holding company for
              a Permitted Acquisition within paragraph (b) or (c) above;


                                      -22-
<PAGE>   26
       (e)    the acquisition of no more than 1 per cent. of the issued share
              capital of any of (i) Cable & Wireless Communications (B) Limited
              by the Target or (ii) the Target by CWC Holdings, in each case
              pursuant to a Permitted Issuance;

       (f)    any acquisition made by a member of the UK Group pursuant to the
              implementation of an Asset Passthrough or a member of either the
              UK Group or the Target Group pursuant to a Funding Passthrough;

       (g)    any acquisition by any member of the UK Group of the minority
              shareholdings in Northampton Cable Television Limited and/or Herts
              Cable Limited;

       (h)    any acquisition of assets as referred to in paragraph (a) of the
              definition of Asset Adjustment Payments; and

       (i)    any acquisition by an Obligor, a member of the UK Group or, as the
              case may be, a member of the Target Group pursuant to a Permitted
              Disposal within paragraphs (f), (h) or (i) of the definition
              thereof.

       "PERMITTED COVENANT GROUP INDEBTEDNESS" means any Financial Indebtedness
       of any member of the Covenant Group:

       (a)    arising under the NTL CC Notes;

       (b)    arising under a Permitted Refinancing;

       (c)    arising under a guarantee or other covenant for payment given in
              respect of the Working Capital Facility;

       (d)    where such is owed by NTL UK to NTL CC or by NTL CC to any other
              members of the NTL Holding Group;

       (e)    arising in respect of any letters of credit, performance bonds or
              guarantees issued at the request of a member of the Group in the
              ordinary course of its business;

       (f)    incurred after the Execution Date and on or before 31 December
              2002 provided that:

              (i)    the aggregate principal amount of such Financial
                     Indebtedness does not exceed L750,000,000; and

              (ii)   the final maturity date of such Financial Indebtedness is a
                     date no earlier than the day falling twelve months after
                     the Final Maturity Date; and

       (g)    incurred on or after 1 January 2003 PROVIDED THAT:

              (i)    the requirements of sub-clauses 18.2.3 and 18.2.4 of Clause
                     18.2 (UK Group Financial Condition) are satisfied; and

                                      -23-
<PAGE>   27
              (ii)   the final maturity date of such indebtedness is a date no
                     earlier than the day falling twelve months after the Final
                     Maturity Date.

       "PERMITTED DISPOSAL" means any disposal:

       (a)    made in the ordinary and usual course of business;

       (b)    on arm's length commercial terms of an asset by either a member of
              the UK Group (or, prior to the Pushdown Date, the Target Group)
              who is not an Obligor;

       (c)    for cash (if the relevant asset has any value) on arm's length
              commercial terms of any surplus or obsolete assets no longer
              required for the efficient operation of the business of either the
              UK Group or, prior to the Pushdown Date, the Target Group or the
              Original Borrower;

       (d)    of cash, where such a disposal is not otherwise prohibited by the
              Finance Documents;

       (e)    by way of a realisation of a Permitted Investment;

       (f)    by an Obligor to another Obligor, provided that if the relevant
              assets are subject to an Encumbrance pursuant to a Security
              Document, they remain so or become subject to a similar
              Encumbrance in favour of the Finance Parties in the hands of the
              acquiring Obligor;

       (g)    on (A) arm's length commercial terms for cash consideration or (B)
              in exchange for similar assets located in either the United
              Kingdom or Ireland which the Agent (acting reasonably) determines
              to be of a comparable or superior quality PROVIDED THAT:

              (i)    in each case the Net Average Revenue Contributions at no
                     time exceed 15 per cent; and

              (ii)   the proceeds of any disposal under (A) of this paragraph
                     (g) are applied in accordance with Clause 10.2 (Mandatory
                     Prepayment from Asset Disposals);

       (h)    of an interest in real property by way of a lease or licence
              granted by a member of the UK Group (or, prior to the Pushdown
              Date, a member of the Target Group or the Original Borrower) to a
              member of the UK Group (or, prior to the Pushdown Date, a member
              of the Target Group or the Original Borrower);

       (i)    by a member of the UK Group (or, prior to the Pushdown Date, a
              member of the Target Group) who is not an Obligor to the Original
              Borrower or another member of the UK Group (or, prior to the
              Pushdown Date, a member of the Target Group);


                                      -24-
<PAGE>   28
       (j)    (by way of share sale) of any UK Group Excluded Subsidiary or any
              Target Group Excluded Subsidiary (other than Cable & Wireless
              Communications (B) Limited) (or any interest therein);

       (k)    necessary to effect the transfers of shares referred to paragraphs
              (d), (e) and (f) of the definition of the Pushdown;

       (l)    (by way of share sale) of NTL Insurance Limited, for fair market
              value, to any member of the NTL Holding Group;

       (m)    (by way of share sale) of Lanbase Espania SL, for fair market
              value;

       (n)    of any assets as referred to in paragraph (b) of the definition of
              Asset Adjustment Payments; and

       (o)    of any assets pursuant to the implementation of an Asset
              Passthrough or of any funds received pursuant to the
              implementation of a Funding Passthrough.

       "PERMITTED ENCUMBRANCE" means:

       (a)    any Encumbrance specified in Schedule 5 (Existing Encumbrances),
              if the principal amount thereby secured is not increased;

       (b)    any Encumbrance over or affecting any asset acquired by a member
              of the UK Group after the date hereof and subject to which such
              asset is acquired, if:

              (i)    such Encumbrance was not created in contemplation of the
                     acquisition of such asset by a member of the UK Group; and

              (ii)   the Financial Indebtedness secured by such Encumbrance at
                     all times falls within paragraph (n) of the definition of
                     Permitted Indebtedness;

       (c)    any Encumbrance over or affecting any asset of any company which
              becomes a member of the UK Group after the date hereof, where such
              Encumbrance is created prior to the date on which such company
              becomes a member of the UK Group, if:

              (i)    such Encumbrance was not created in contemplation of the
                     acquisition of such company; and

              (ii)   the Financial Indebtedness secured by such Encumbrance at
                     all times falls within paragraph (k) or (n) of the
                     definition of Permitted Indebtedness;

       (d)    any netting or set-off arrangement entered into by either any
              member of the UK Group (or, prior to the Pushdown Date, a member
              of the Target Group or the Original Borrower) in the normal course
              of its banking arrangements for the purpose of netting debit and
              credit balances;


                                      -25-
<PAGE>   29
       (e)    any right of set-off or any title transfer or retention of title
              arrangement entered into by either any member of the UK Group (or,
              prior to the Pushdown Date, a member of the Target Group or the
              Original Borrower) in the normal course of its trading activities
              on the counterparty's standard or usual terms (where such terms
              reasonably accord with the terms generally adopted in the market
              to which such a trading activity relates);

       (f)    any lien arising by operation of law or by a contract having a
              similar effect and in each case arising or entered into in the
              normal course of business, if such lien is discharged within
              thirty days of arising;

       (g)    any Encumbrance created pursuant to, arising under or evidenced by
              the Security Documents;

       (h)    any Encumbrance granted by a member of the UK Group over the
              shares or other interests it holds in, or over the assets
              attributable to, a Project Company;

       (i)    any Encumbrance created by any arrangements referred to in
              paragraph (e) or paragraph (f) of the definition of Indebtedness
              for Borrowed Money;

       (j)    any Encumbrance arising pursuant to an order of attachment, an
              injunction restraining the disposal of assets or any similar legal
              process in each case arising in connection with court proceedings
              being diligently conducted by a member of the UK Group, a member
              of the Target Group or the Original Borrower in good faith;

       (k)    any Encumbrance over cash deposited as security for the
              obligations of a member of the UK Group, a member of the Target
              Group or the Original Borrower in respect of a performance bond,
              guarantee, standby letter of credit or similar facility entered
              into by such a member of the UK Group, member of the Target Group
              or the Original Borrower in the ordinary course of business;

       (l)    any Encumbrance existing at the date hereof in relation to the
              Videotron Mortgage, the NatWest Finance Leases, the South Herts
              Facility (or the South Herts Refinancing Loan) or the Vehicle
              Finance Leases, for so long as the indebtedness relating to such
              constitutes Permitted Indebtedness within paragraph (b) of the
              definition of Permitted Indebtedness;

       (m)    any Encumbrance over assets subject to the Security and securing
              Financial Indebtedness arising under the Incremental Facility,
              subject to an intercreditor agreement acceptable to all of the
              Banks being entered into between the Banks and the lenders under
              the Incremental Facility;

       (n)    any Encumbrance constituted by a rent deposit deed entered into on
              arm's length terms and in the ordinary course of business securing
              the obligations of a member of the UK Group or, prior to the
              Pushdown Date, a member of the

                                      -26-
<PAGE>   30
              Target Group or the Original Borrower in relation to property
              leased to a member of the UK Group or, as the case may be, a
              member of the Target Group or the Original Borrower;

       (o)    any Encumbrance granted by any member of the Target Group prior to
              the Execution Date in favour of the Target or Cable & Wireless
              Communications Corporation Limited PROVIDED THAT the indebtedness
              related thereto has been fully repaid; and

       (p)    any Encumbrance securing Permitted Indebtedness falling within
              paragraph (n) of the definition of that term.

       "PERMITTED INDEBTEDNESS" means any Financial Indebtedness:

       (a)    arising under or permitted pursuant to the Finance Documents;

       (b)    in respect of each category of Existing Target Indebtedness listed
              in paragraphs (a) to (n) of the definition thereof, until such
              time that the Pushdown Condition in relation to that category of
              Existing Target Indebtedness should have been satisfied in
              accordance with Clause 19.18 (Discharge of Existing Target
              Indebtedness);

       (c)    in respect of Subordinated UK Group Debt or Subordinated Target
              Group Debt;

       (d)    arising in relation to the implementation of the Hedging Strategy;

       (e)    arising under Permitted Loans and Guarantees;

       (f)    arising under the Incremental Facility;

       (g)    arising under Secured Ancillary Facilities or in relation to any
              documentary or standby letter of credit facility or performance
              bond facility made available by a financial institution on an
              unsecured basis PROVIDED THAT the aggregate indebtedness of all
              members of the UK Group and, prior to the Pushdown Date, of the
              Original Borrower and of all members of the Target Group in
              relation to such facilities and the Secured Ancillary Facilities
              does not exceed L40,000,000 (or its equivalent);

       (h)    falling within paragraph (e) of the definition of Indebtedness for
              Borrowed Money ("FINANCE LEASE DEBT") which, when aggregated with
              any other Finance Lease Debt incurred in reliance on this
              paragraph (h) by each member of the UK Group (and, prior to the
              Pushdown Date, each member of the Target Group and the Original
              Borrower) does not exceed L45,000,000 (or its equivalent);

       (i)    arising in respect of Existing Performance Bonds;


                                      -27-
<PAGE>   31
       (j)    in respect of Permitted Overdraft Borrowings PROVIDED THAT the
              aggregate amount of such Financial Indebtedness does not exceed
              L20,000,000 (or its equivalent);

       (k)    of any company which becomes a member of the UK Group after the
              date hereof, where such Financial Indebtedness arose prior to the
              date on which such company becomes a member of the UK Group; if:

              (i)    such Financial Indebtedness was not created in
                     contemplation of the acquisition of such company;

              (ii)   the aggregate amount of all Financial Indebtedness falling
                     within this paragraph (k) does not exceed L20,000,000 (or
                     its equivalent); and

              (iii)  such Financial Indebtedness is repaid within three months
                     of such company becoming a member of the UK Group;

       (l)    arising under the Working Capital Facility;

       (m)    arising in relation to either an Asset Passthrough or a Funding
              Passthrough PROVIDED THAT any such Financial Indebtedness is
              Subordinated UK Group Debt if it is owed by the Parent to NTL UK,
              Assigned Debt if it is owed by a member of the UK Group to the
              Parent on and after the Pushdown Date or Subordinated Target Group
              Debt if it is owed by the Original Borrower or a member of the
              Target Group to a member of the NTL Holding Group; and

       (n)    not falling within paragraphs (a) to (m) above, of any members of
              the UK Group or, prior to the Pushdown Date and to the extent such
              is outstanding at the Acquisition Date, of any members of the
              Target Group or the Original Borrower PROVIDED THAT the aggregate
              amount of such Financial Indebtedness does not exceed L20,000,000
              (or its equivalent).

       "PERMITTED INVESTMENTS" means:

       (a)    any debt securities which are readily marketable and which are
              rated at least "AA" by Standard & Poor's Corporation or "Aa2" by
              Moody's Investors Services, Inc.;

       (b)    certificates of deposit and deposits with banks and bankers
              acceptances in each case with a bank rated at least A- (or the
              equivalent thereof) by Moody's Investors Services, Inc. or
              Standard & Poor's Corporation; or

       (c)    commercial paper rated at least A-1 (or the equivalent thereof) by
              Moody's Investors Services, Inc. or Standard & Poor's Corporation.


                                      -28-
<PAGE>   32
       "PERMITTED ISSUANCE" means the allotment and issue of shares in Cable &
       Wireless Communications (B) Limited, the Target and/or CWC Holdings
       (representing, in each case, no more than one per cent. of the issued
       share capital of such companies) pursuant to either:

       (a)    the conversion of any of the BCM Notes or the exercise of options
              under the Bell Cablemedia plc Savings-Related Share Option Plan
              1994, the Bell Cablemedia plc No. 1 Executive Share Option Plan
              1994, the NYNEX CableComms Revenue Approved Employee Share Option
              Plan and/or the NYNEX CableComms Savings-Related Share Option
              Plan; or

       (b)    the exercise of drag along rights to compulsorily acquire any such
              shares pursuant to the articles of association of Cable & Wireless
              Communications (B) Limited, the Target and/or CWC Holdings or the
              terms attaching to the BCM Notes.

       "PERMITTED LOANS AND GUARANTEES" means:

       (a)    trade credit or guarantees or indemnities granted in the ordinary
              course of business on usual and customary terms;

       (b)    loans made by either any member of the UK Group or, prior to the
              Pushdown Date, any member of the Target Group or the Original
              Borrower to its employees either (i) in the ordinary course of its
              employees' employment or (ii) to fund the exercise of share
              options by its employees;

       (c)    loans made by one Obligor (other than the Parent) to another
              Obligor;

       (d)    loans made by the Parent to other Obligors where, if such loans
              are outstanding on or after the Pushdown Date, the indebtedness in
              respect of such constitutes Assigned Debt;

       (e)    loans made by a member of the UK Group pursuant to either an Asset
              Passthrough or a Funding Passthrough or by a member of the Target
              Group or the Original Borrower pursuant to a Funding Passthrough;

       (f)    loans made, prior to the Pushdown Date, by a member of the UK
              Group to another member of the UK Group;

       (g)    loans made, prior to the date falling five Business Days after the
              Acquisition Date, by CWC Holdings to other members of the Target
              Group to allow such to repay Existing Target Indebtedness or to
              meet working capital requirements;

       (h)    loans made by a member of the UK Group or, prior to the Pushdown
              Date, a member of the Target Group which is not an Obligor to any
              other member of the UK Group or, as the case may be, member of the
              Target Group or the Original Borrower;


                                      -29-
<PAGE>   33
       (i)    loans made by a member of the UK Group or, prior to the Pushdown
              Date, a member of the Target Group or the Original Borrower to a
              member of the Group, where the proceeds of such a loan are either
              directly or indirectly used to fund a Permitted Payment;

       (j)    credit granted by any member of the UK Group, any member of the
              Target Group or the Original Borrower to a member of the Group,
              where the indebtedness outstanding thereunder relates to
              Intra-Group Services;

       (k)    loans of up to L17,100,000 by members of the Target Group to Cable
              & Wireless Communications (South Hertfordshire) Limited;

       (l)    loans of up to an aggregate amount of L5,000,000 (or its
              equivalent in dollars) made by any Obligor to ntl (B) Limited
              (formerly Cable & Wireless Communications (B) plc) PROVIDED THAT
              such loans are used to pay the Existing Target Indebtedness of ntl
              (B) Limited;

       (m)    loans made to either of the Telecential Partnerships outstanding
              on the Execution Date or made in accordance with Clause 19.29
              (Telecential Partnerships);

       (n)    the Cable & Wireless Loan or other loans arising in connection
              with the Transaction Agreement;

       (o)    loans made, credit granted and guarantees or indemnities given in
              an aggregate amount not exceeding L200,000;

       (p)    any loan made out of Available Excess Cash Flow to a UK Group
              Excluded Subsidiary; and

       (q)    any guarantee or indemnity given by a member of the UK Group or,
              prior to the Pushdown Date, a member of the Target Group in
              respect of any Permitted Indebtedness, or other obligation not
              restricted by the terms of the Finance Documents, of another
              member of the UK Group or, prior to the Pushdown Date, the Target
              Group.

       "PERMITTED OVERDRAFT BORROWINGS" means Financial Indebtedness in respect
       of an Overdraft Facility if such Financial Indebtedness:

       (a)    has been incurred solely for short term cash management purposes
              in the ordinary course of business;

       (b)    is fully repaid within three Business Days of it having been
              incurred (from available funds other than Permitted Overdraft
              Borrowings); and

       (c)    is not outstanding at any time between the date on which the
              Pushdown Condition is satisfied and the Pushdown Date.


                                      -30-
<PAGE>   34
        "PERMITTED PAYMENT" means a Restricted Payment which is:

       (a)    made after 31 December 2003 and funded from Available Excess Cash
              Flow;

       (b)    made, at any time, to fund the payment of New York Office
              Expenses, the amount of such payments during each financial year
              of the Parent being no greater than the amount of New York Office
              Expenses so attributed for that financial year in the Business
              Plan;

       (c)    made, at any time, to fund the cash payment obligations of any
              member of the NTL Holding Group in relation to:

              (i)    the NTL CC Notes;

              (ii)   any Permitted Refinancings within either paragraph (a) or
                     paragraph (b) of the definition thereof;

              (iii)  subject to the NTL Triangle Accession having been
                     completed, any Permitted Refinancings with paragraph (d) of
                     the definition thereof; or

              (iv)   any bonds, notes or similar public debt instruments issued
                     by any member of the NTL Holding Group after the date
                     hereof, in either the domestic or the international capital
                     markets, to the extent that the net proceeds thereof have
                     been invested into the UK Group,

              which, in either case, has fallen due or will fall due within five
              Business Days;

       (d)    made pursuant to an Asset Passthrough and funded solely from cash
              generated by entities outside of the UK Group or made available
              pursuant to a Funding Passthrough and funded solely from cash
              generated by entities outside of the UK Group and the Target
              Group;

       (e)    in an amount of up to L2,000,000 made to NTL Inc. to finance
              payments to be made by NTL Inc. to Cable & Wireless in relation to
              certain Acquisition overhead costs;

       (f)    deposited in a Charged Account and:

              (i)    represents the proceeds from a payment of interest on
                     Subordinated UK Group Debt, being paid by the Parent to NTL
                     UK and then paid by NTL UK to NTL CC (and, if applicable,
                     by NTL CC to NTL Inc.) in accordance with arrangements the
                     Group has with the Inland Revenue; and

              (ii)   is reinvested in the Parent within ten Business Days of the
                     date of the Restricted Payment, such an investment being by
                     way of Subordinated Funding;


                                      -31-
<PAGE>   35
       (g)    deposited in the NTL Charged Account prior to the Pushdown Date
              where:

              (i)    such a Restricted Payment represents a dividend or other
                     distribution or the payment of interest on or the repayment
                     of the principal amount of any Subordinated Target Group
                     Debt or the granting of a loan by the Original Borrower to
                     NTL Inc.;

              (ii)   such a Restricted Payment is reinvested by NTL Inc. (A) in
                     the Original Borrower by way of Subordinated Funding, (B)
                     in a member of the Target Group subject to or potentially
                     liable to US Federal Income Taxes or whose members or
                     shareholders are liable or potentially liable to US Federal
                     Income Tax in respect of its net income or profits, by way
                     of Subordinated Funding or (C) pursuant to a UK Group
                     Funding Payment in each case made within one Business Day
                     of the date of the Restricted Payment; and

              (iii)  the aggregate amount on deposit in the NTL Charged Account
                     for the purpose of this paragraph (g) at any one time does
                     not exceed L25,000,000 (or its equivalent);

       (h)    made out of the proceeds of an Asset Adjustment Payment referred
              to in paragraph (b) of the definition thereof received by a member
              of the Target Group;

       (i)    made by either a member of the Target Group or the Original
              Borrower, where the proceeds of such a Restricted Payment are to
              be used by NTL Holdings to make a Debt Adjustment Payment to Cable
              & Wireless in accordance with paragraph (b) of the definition
              thereof;

       (j)    made in relation to Intra-Group Services; or

       (k)    made by a member of the Target Group to another member of the
              Target Group on or before the date falling five Business Days
              after the Acquisition Date or made by a member of the UK Group to
              another member of the UK Group on or before the Pushdown Date,

       and provided in each case that such payment shall only be permitted if
       and to the extent that no Event of Default has occurred (and is
       continuing) or would result from the making of such payment.

       "PERMITTED REFINANCINGS" means any refinancing of:

       (a)    the NTL CC Notes;

       (b)    the Working Capital Facility, by any member of the Covenant Group;

       (c)    the Diamond Notes, by any member of the Covenant Group; or

       (d)    the Triangle Notes, by any member of the Covenant Group,


                                      -32-
<PAGE>   36
       PROVIDED THAT, in each case, the final maturity date of the indebtedness
       incurred in respect of such refinancing is a date no earlier than the day
       falling one year after the Final Maturity Date.

       "POTENTIAL EVENT OF DEFAULT" means any event which would become (with the
       passage of time, the giving of notice, the making of any determination
       hereunder or any combination thereof) an Event of Default.

       "PREPAYMENT ESCROW ACCOUNT" means an account, bearing interest at a
       commercially reasonable rate in relation to the given circumstances, held
       with the Agent (or such other financial institution reasonably acceptable
       to the Agent) in the name of the Parent or, prior to the Pushdown Date,
       the CWC Parent, over which the Parent or, as the case may be, the CWC
       Parent has granted or will grant security in favour of the Security
       Trustee and into which sums are deposited in accordance with Clause 10
       (Mandatory Prepayment).

       "PRINCIPAL PROPERTIES" means, in respect of the UK Group, the properties
       which are specified in Schedule 15 (UK Group Principal Properties) and,
       in respect of the Target Group, those of the properties selected by the
       Agent in accordance with Clause 19.39 (Notification of Target Group
       Assets).

       "PROJECT COMPANY" means a subsidiary of the Parent or, prior to the
       Pushdown Date, the CWC Parent (or a person in which a subsidiary of the
       Parent, prior to the Pushdown Date, the CWC Parent has an interest),
       which has a special purpose and whose creditors have no recourse to any
       member of the UK Group or, any member of the Target Group in respect of
       any Financial Indebtedness of that person or any of its subsidiaries
       (other than recourse to any member of the UK Group or, as the case may
       be, any member of the Target Group who has granted security over its
       shares or other interest in such a Project Company beneficially owned by
       it PROVIDED THAT such recourse is limited to the realisation of such
       security).

       "PUSHDOWN" means:

       (a)    the release by the Original Borrower of indebtedness owed to it by
              CWC Holdings and the release by the Security Trustee of the
              Initial Security and all guarantees and security created in its
              favour by any member of the Target Group pursuant to Clause 19.17
              (Post-Acquisition Date Security) in consideration for the issue by
              CWC Holdings of preference shares to the Original Borrower,
              subject to the security referred to in paragraph (h) below being
              granted on the same day as such release;

       (b)    capitalisation of all intra-group indebtedness owed by CWC
              Holdings;

       (c)    (if necessary) the issue of preference shares by CWC Holdings to
              NTL Inc. in consideration for the assignment to CWC Holdings of
              the benefit of indebtedness owed by members of the Target Group to
              NTL Inc. and the subsequent contribution of such preference shares
              to the Original Borrower in


                                      -33-
<PAGE>   37
              consideration for the issue of ordinary shares in the Original
              Borrower to NTL Inc.;

       (d)    the novation of the obligations of the Original Borrower under
              this Agreement to NTLIH as consideration for the transfer by the
              Original Borrower to NTLIH of all the preference shares of CWC
              Holdings issued to it pursuant to paragraph (a) above;

       (e)    the transfer of the ordinary shares in CWC Holdings held by NTL
              Holdings to NTL Group Limited, by way of a series of equity
              contributions between the members of the NTL Holding Group, the
              Parent, NTLIH and NTL Group Limited;

       (f)    the transfer of the shares in the Original Borrower held by NTL
              Inc. to NTLIH by way of a series of equity contributions between
              the members of the NTL Holding Group, the Parent and NTLIH;

       (g)    filing a United States of America "check-the-box" election in
              respect of the Original Borrower;

       (h)    the granting of the UK Group Security and the Target Group
              Security by the relevant members of the UK Group and the Target
              Group to secure NTLIH's (and any other Borrowers') obligations
              hereunder;

       (i)    the re-registration of CWC Holdings as an unlimited liability
              company; and

       (j)    the reduction in the share capital by CWC Holdings by way of
              special resolution cancelling its preferences shares and replacing
              them with debt.

       "PUSHDOWN CONDITION" means the completion of all or any of the following
       steps, such that the Pushdown can be effected without a breach of any
       Permitted Covenant Group Indebtedness:

       (a)    the repayment in full of the Existing Target Indebtedness;

       (b)    the novation or restructuring of the Existing Target Indebtedness
              on terms such that there is no surviving recourse to CWC Parent or
              any of its subsidiaries;

       (c)    the transfer of one or more of the Excluded Target Group
              Subsidiaries, so that such cease to be subsidiaries of the CWC
              Parent; and

       (d)    the issuing of an opinion by an independent advisor of NTL CC,
              confirming that the Pushdown is fair from a financial point of
              view to NTL CC and the other relevant members of the Group.

       "PUSHDOWN DATE" means the date upon which the Pushdown is completed.


                                      -34-
<PAGE>   38
       "QUALIFYING LENDER" means:

       (a)    a Bank which is (on the date a payment of interest falls due under
              a Finance Document) beneficially entitled to and within the charge
              to United Kingdom corporation tax in respect of that payment
              PROVIDED THAT the advance in respect of which the payment is made
              was made by a bank for the purposes of section 349 of ICTA at the
              time the advance was made; or

       (b)    a Treaty Lender.

       "QUARTER DATE" has the meaning given to it in Clause 18.3 (Financial
       Definitions).

       "QUOTATION DATE" means, in relation to any period for which an interest
       rate is to be determined under the Finance Documents, the day on which
       quotations would ordinarily be given by prime banks in the London
       Interbank Market for deposits in the currency of the relevant sum for
       delivery on the first day of that period, PROVIDED THAT, if, for any such
       period, quotations would ordinarily be given on more than one date, the
       Quotation Date for that period shall be the last of those dates.

       "RECEIVABLES PURCHASE FACILITY" means the facility made available to
       certain members of the Target Group pursuant to the receivables purchase
       agreement dated 31 March 1998 between those members of the Target Group,
       Cable & Wireless Communications Receivables Limited, Cable & Wireless
       Communications Services Limited and Bank of America, N.A.

       "REDUCTION DATE" means each of the dates specified in Clause 8.2
       (Reduction).

       "REDUCTION INSTALMENT" means each instalment for reduction of the Total
       Commitments referred to in Clause 8.2 (Reduction).

       "REFERENCE BANKS" means:

       (a)    whilst the financial institutions named in Schedule 1 (The Banks)
              are the only Banks hereunder, the principal London offices of The
              Chase Manhattan Bank; and

       (b)    at any other time, the principal London offices of The Chase
              Manhattan Bank, and the principal London offices of two other
              Banks agreed between the Agent and the Relevant Obligor on or
              before the Syndication Date,

       or such other bank or banks as may from time to time be agreed between
       the Relevant Obligor and the Agent acting on the instructions of an
       Instructing Group.

       "RELEVANT OBLIGOR" means:

       (a)    prior to the accession of CWC Holdings as the CWC Parent in
              accordance with Clause 34.4 (Accession of CWC Parent), the
              Original Borrower;


                                      -35-
<PAGE>   39
       (b)    after CWC Holdings has acceded hereto as the CWC Parent in
              accordance with Clause 34.4 (Accession of CWC Parent), but prior
              to the Pushdown Date, the CWC Parent; and

       (c)    after the Pushdown Date, the Parent.

       "RELEVANT PERIOD" has the meaning given to it in Clause 18.3 (Financial
       Definitions).

       "REPAYMENT DATE" means, in relation to any Revolving Advance, the last
       day of the Term thereof.

       "REPEATED REPRESENTATIONS" means each of the representations set out in
       Clause 16.2 (Status and Due Authorisation), Clause 16.4 (No Immunity),
       Clause 16.7 (Binding Obligations), Clause 16.9 (No Material Defaults) to
       Clause 16.11 (Audited Financial Statements), Clause 16.16 (Budgets),
       Clause 16.21 (Execution of this Agreement), Clause 16.25 (Intellectual
       Property), Clause 16.26 (Security Interest) and Clause 16.27 (Group
       Structure).

       "REPORT ON TITLE" means a report on title given by counsel to an
       Additional Obligor, substantially in the form set out in Schedule 16
       (Form of Report on Title).

       "RESERVATIONS" means:

       (a)    the principle that equitable remedies are remedies which may be
              granted or refused at the discretion of the court, the limitation
              of enforcement by laws relating to bankruptcy, insolvency,
              liquidation, reorganisation, court schemes, moratoria,
              administration and other laws generally affecting the rights of
              creditors, the time barring of claims under any applicable law,
              the possibility that an undertaking to assume liability for or to
              indemnify against non-payment of any stamp duty or other tax may
              be void, defences of set-off or counterclaim and similar
              principles;

       (b)    anything analogous to any of the matters set out in paragraph (a)
              above under any laws of any applicable jurisdiction;

       (c)    the reservations in or anything disclosed by any of the legal
              opinions delivered pursuant to Clause 2.5 (Conditions Precedent)
              and Schedule 3 (Conditions Precedent) or, as the case may be,
              Schedule 10 (Additional Conditions Precedent); and

       (d)    any circumstance arising through a failure to obtain any of the
              consents referred to in Clause 19.15 (Consents and Properties) on
              or before the execution of the relevant Security Document.

       "RESIGNATION NOTICE" means a notice substantially in the form set out in
       Schedule 11 (Form of Resignation Notice).

       "RESTRICTED GROUP" means each member of the Group, other than each
       subsidiary of NTL Holdings who is:


                                      -36-
<PAGE>   40
       (a)    a member of either the UK Group or, prior to the Pushdown Date,
              the Target Group; and

       (b)    a Guarantor.

       "RESTRICTED PAYMENT" means any payment by a member of the UK Group or,
       prior to the Pushdown Date, the Original Borrower or a member of the UK
       Group or the Target Group to a member of the Restricted Group by way of
       dividend or other distribution or the payment of interest on or repayment
       of the principal amount of any Assigned Debt or Subordinated UK Group
       Debt or Subordinated Target Group Debt.

       "REVOLVING ADVANCE" means an advance made or to be made by the Banks
       under the Revolving Facility.

       "REVOLVING FACILITY" means the L2,500,000,000 revolving loan facility
       granted to the Borrowers in this Agreement.

       "REVOLVING LOAN" means, at any time, the aggregate principal amount of
       the outstanding Revolving Advances at such time.

       "ROLLOVER ADVANCE" means a Revolving Advance which is used to refinance a
       maturing Revolving Advance and which is the same amount as such maturing
       Revolving Advance and is to be drawn on the day such maturing Revolving
       Advance is to be repaid.

       "SCHEME" means the scheme of arrangement under Section 425 in relation to
       the Target, as detailed in appendix 12 of the CWC Circular (or with such
       modifications, additions or conditions as may be approved or imposed by
       the Court).

       "SCHEME DOCUMENTS" means the CWC Circular, including the notice of the
       Court Meeting and of the EGM and the resolutions of such Court Meeting
       and EGM.

       "SCHEME EFFECTIVE DATE" the date upon which an office copy of the order
       of the Court sanctioning the Scheme and the cancellation of the Target's
       shares covered by the Scheme was registered by the Registrar of
       Companies, being 12 May 2000.

       "SECOND CAXTON SALE" means the transfer of Caxton by CWC Holdings to C&W
       (UK) Holdings in part satisfaction of the CWC Holdings Capital Reduction.

       "SECTION 425" means section 425 of the Companies Act 1985.

       "SECURED ANCILLARY FACILITIES" means any bank facilities made available
       to members of the UK Group or, prior to the Pushdown Date, the Original
       Borrower or members of the Target Group (on normal commercial terms)
       pursuant to documentation in the agreed form and where the providers of
       such facilities have each acceded to the Security Trust Agreement as a
       Secured Ancillary Facilities Provider PROVIDED THAT the aggregate
       indebtedness of all members of the UK Group and, prior to the Pushdown
       Date, the Original Borrower or members of the Target Group in respect of
       Secured Ancillary Facilities at no time exceeds L40,000,000 (or its
       equivalent).


                                      -37-
<PAGE>   41
       "SECURED ANCILLARY FACILITIES PROVIDER" means a financial institution
       which has executed a Secured Party Accession Undertaking (as defined in
       the Security Trust Agreement) and delivered such to the Security Trustee,
       thereby allowing it to share in the Security.

       "SECURITY" means the security from time to time constituted by or
       pursuant to the Security Documents and the guarantees provided hereunder.

       "SECURITY DOCUMENTS" means the documents constituting the Initial
       Security, the Target Group Security, the UK Group Security and the NTL CC
       Security Over Cash Agreement and any other agreement or document pursuant
       to which any member of the Group creates any security interest in favour
       of the Finance Parties (or the Security Trustee on their behalf) for all
       or any part of the obligations of the Obligors or any of them under any
       of the Finance Documents.

       "SECURITY TRUST AGREEMENT" means the security trust agreement entered
       into or to be entered into in connection herewith between, inter alia,
       the Security Trustee, the Agent and the Banks.

       "SOUTH HERTS FACILITY" means the facility agreement dated 18 April 1995
       between, among others, Cable & Wireless Communications (South
       Hertfordshire) Limited and Bank of America, N.A.

       "SOUTH HERTS REFINANCING LOAN" means a loan of up to L17,100,000 from the
       Target (or other member of the Target Group) to Cable & Wireless
       Communications (South Hertfordshire) Limited where:

       (a)    such a loan is used by Cable & Wireless Communications (South
              Hertfordshire) Limited to refinance its existing outstandings
              under the South Herts Facility; and

       (b)    Cable & Wireless Communications (South Hertfordshire) Limited
              provides security in respect of its obligations under such a loan,
              substantially similar to the security provided by it in respect of
              the South Herts Facility.

       "STANDARD SECURITIES" means the first ranking fixed security over the
       Principal Properties located in Scotland given in favour of the Security
       Trustee.

       "STATUTORY REQUIREMENTS" means any applicable provision or requirement of
       any Act of Parliament including the Telecommunications Act 1984, the
       Cable and Broadcasting Act 1984 and the Cable and the Broadcasting Act
       1990 or any instrument, rule or order made under any Act of Parliament or
       any regulation or by-law of any local or other competent authority or any
       statutory undertaking or statutory company which has jurisdiction in
       relation to the carrying out, use, occupation, operation of the
       properties or the businesses of the Original Borrower or any member of
       the UK Group (or, prior to the Pushdown Date, the Target Group) carried
       out thereon.


                                      -38-
<PAGE>   42
       "STERLING BONDS" means the L300,000,000 7.125 per cent. bonds due 2005
       and the L200,000,000 7.375 per cent. bonds due 2017, issued by the Target
       pursuant to trust deeds dated 27 February 1998 between the Target and
       Royal Exchange Trust Company Limited.

       "SUBORDINATED FUNDING" means:

       (a)    the subscription by NTL CC or any member of the NTL Holding Group,
              for new equity capital of either the Parent or, prior to the
              Pushdown Date, the Original Borrower or the CWC Parent;

       (b)    Subordinated UK Group Debt; and

       (c)    prior to the Pushdown Date, Subordinated Target Group Debt.

       "SUBORDINATED TARGET GROUP DEBT" means any loan made by any member of the
       NTL Holding Group to the Original Borrower, CWC Holdings or any other
       member of the Target Group subject to or potentially liable to US Federal
       Income Taxes or whose members or shareholders are liable or potentially
       liable to US Federal Income tax in respect of its net income or profits,
       where:

       (a)    such a loan has been subordinated to the Revolving Loan pursuant
              to the NTL Subordination Agreement or any other Subordination
              Agreement; and

       (b)    the relevant member of the NTL Holding Group has assigned its
              rights in respect of such a loan to the Security Trustee as
              security for the obligations of the Obligors under the Finance
              Documents pursuant to the NTL Intra-Group Loan Assignment (in the
              case of NTL Inc.) or any other Intra-Group Loan Assignment (in the
              case of any other member of the NTL Holding Group).

       "SUBORDINATED UK GROUP DEBT" means any loan made by NTL UK to the Parent,
       where:

       (a)    such a loan has been subordinated to the Revolving Loan pursuant
              to the NTL UK Subordination Agreement; and

       (b)    if such a loan is outstanding after the Pushdown Date, NTL UK has
              assigned its rights in respect of such a loan to the Security
              Trustee as security for the obligations of the Obligors under the
              Finance Documents pursuant to the NTL UK Intra-Group Assignment.

       "SUBORDINATION AGREEMENT" means each subordination agreement in the
       agreed form executed or to be executed by any member of the NTL Holding
       Group in favour of the Security Trustee, pursuant to which the
       indebtedness identified therein owed by the Original Borrower or any
       member of the Target Group to such member of the NTL Holding Group is
       subordinated to the obligations of the Obligors under the Finance
       Documents.


                                      -39-
<PAGE>   43
       "SUBSEQUENT PARTICIPANT" means a member state that adopts the euro as its
       lawful currency after 1 January 1999.

       "SYNDICATION DATE" means the earlier of (a) the day specified by the
       Arrangers, after having given five Business Days' prior notice to the
       Parent, as the day on which primary syndication of the Revolving Facility
       is completed and (b) the day falling six months after the date hereof.

       "TARGET" means Cable & Wireless Communications Limited (company number
       3288998).

       "TARGET GROUP" means CWC Holdings, Target and its direct and indirect
       subsidiaries (other than the Target Group Excluded Subsidiaries) after
       the Second Caxton Sale, such comprising the CWC ConsumerCo Business and,
       for the purpose of Clause 18.1 (Target Group Financial Condition) to
       Clause 18.3 (Financial Definitions) and any other provisions of this
       Agreement using the definitions defined in Clause 18.3 (Financial
       Definitions), the Original Borrower.

       "TARGET GROUP EXCLUDED SUBSIDIARIES" means:

       (a)    Cable & Wireless Communications (B) Limited, until such time as
              the BCM Notes are either converted or redeemed;

       (b)    Cable & Wireless Communications (South Hertfordshire) Limited and
              its subsidiaries, until such time as Cable & Wireless
              Communications (South Herefordshire) Limited becomes a
              wholly-owned subsidiary of the CWC Parent;

       (c)    Two Way TV Limited and its subsidiaries;

       (d)    Fawnspring Limited;

       (e)    Cable & Wireless Communications Telephone Equipment Limited;

       (f)    any subsidiary of the CWC Parent which is a Dormant Subsidiary and
              which (i) has assets with an aggregate value of L10,000 or less
              and (ii) does not hold a Licence; and

       (g)    any subsidiary of the CWC Parent which is a Project Company,

       PROVIDED THAT any of such companies shall become a member of the Target
       Group and cease to be a Target Group Excluded Subsidiary if the CWC
       Parent and the Agent (acting on the instructions of an Instructing Group,
       acting reasonably) so agree.

       "TARGET GROUP FUNDING PASSTHROUGH" means a series of transactions between
       a member of the NTL Holding Group, one or more members of the Target
       Group and a Funded Excluded Subsidiary, where such takes place prior to
       the Pushdown Date and:

       (a)    in the case of funding being provided by a member of the NTL
              Holding Group to the Funded Excluded Subsidiary, that funding is:


                                      -40-
<PAGE>   44
              (i)    first made available by the member of the NTL Holding Group
                     to the CWC Parent by way of Subordinated Funding;

              (ii)   secondly, (if relevant) made available by one or more
                     transactions between members of the Target Group (other
                     than the CWC Parent) and finally made available by a member
                     of the Target Group to the Funded Excluded Subsidiary in
                     all such cases by way of either the subscription for new
                     equity capital, the advancing of loans or capital
                     contribution; or

       (b)    in the case of a payment to be made by the Funded Excluded
              Subsidiary to a member of the NTL Holding Group, that payment is:

              (i)    first made by the Funded Excluded Subsidiary to a member of
                     the Target Group and thereafter between members of the
                     Target Group (as relevant), by way of dividend or other
                     distribution, loan or payment of interest on or the
                     repayment of the principal amount of any indebtedness owed
                     by such Funded Excluded Subsidiary or relevant Target Group
                     member; and

              (ii)   finally made by a member of the Target Group to the
                     relevant member of the NTL Holding Group by way of dividend
                     or other distribution, loan or the payment of interest on
                     or the repayment of the principal amount of any
                     Subordinated Target Group Debt owed to that member of the
                     NTL Holding Group.

       "TARGET GROUP SECURITY" means the security constituted by each Debenture,
       Guarantor Accession Memorandum and any other document pursuant to which a
       security interest in favour of the Finance Parties is created, in each
       case executed or to be executed by each member of the Target Group listed
       in Schedule 13 (Members of the Target Group Granting Security).

       "TELECENTIAL PARTNERSHIPS" means:

       (a)    Telecential Communications (Herts) Partnership, a partnership
              between CableTel Limited and CableTel Investments Limited (acting
              through the Telecential Communications Partnership), Maza Limited
              and Herts Cable Limited; and

       (b)    Telecential Communications (Northants) Partnership, a partnership
              between CableTel Limited and CableTel Investments Limited (acting
              through the Telecential Communications Partnership), Maza Limited
              and Northampton Cable Television Limited.


                                      -41-
<PAGE>   45
       "TERM" means, save as otherwise provided herein:

       (a)    in relation to any Revolving Advance, the period for which such
              Revolving Advance is borrowed, as specified in the Notice of
              Drawdown relating thereto; and

       (b)    in relation to any Unpaid Sum, any of those periods mentioned in
              Clause 24.1 (Default Interest Periods).

       "TOTAL COMMITMENTS" means, at any time, the aggregate of the Banks'
       Commitments.

       "TOTAL NET CASH FINANCE CHARGES" has the meaning given to it in Clause
       18.3 (Financial Definitions).

       "TRANSACTION AGREEMENT" means the restated agreement dated as of 26 July
       1999 between Bell Atlantic Corporation, Cable & Wireless, the Target and
       NTL Inc. (as amended from time to time before the date of this
       Agreement).

       "TRANSFER CERTIFICATE" means a certificate substantially in the form set
       out in Schedule 2 (Form of Transfer Certificate) or in such other form as
       may be agreed between the Relevant Obligor and the Agent signed by a Bank
       and a Transferee under which:

       (a)    such Bank seeks to procure the transfer to such Transferee of all
              or a part of such Bank's rights, benefits and obligations under
              the Finance Documents upon and subject to the terms and conditions
              set out in Clause 31.3 (Assignments and Transfers by Banks); and

       (b)    such Transferee undertakes to perform the obligations it will
              assume as a result of delivery of such certificate to the Agent as
              contemplated in Clause 31.5 (Transfers by Banks).

       "TRANSFER DATE" means, in relation to any Transfer Certificate, the date
       for the making of the transfer as specified in such Transfer Certificate.

       "TRANSFEREE" means a person to which a Bank seeks to transfer by novation
       all or part of such Bank's rights, benefits and obligations under the
       Finance Documents.

       "TREATY LENDER" means a Bank which is (on the date a payment falls due
       under a Finance Document) entitled to that payment under a double
       taxation agreement in force on that date (subject to the completion of
       any necessary procedural formalities) without a deduction or withholding
       for or on account of tax from such a payment.

       "TREATY ON EUROPEAN UNION" means the Treaty of Rome of 25 March 1957, as
       amended by the Single European Act 1986 and the Maastricht Treaty (which
       was signed at Maastricht on 7 February 1992 and came into force on 1
       November 1993).

       "TRIANGLE NOTES" means the 11.2% senior discount debentures due 15
       November 2007, with a principal amount at maturity of $517,300,000,
       issued by NTL Triangle LLC (formerly known as Comcast UK Cable Partners
       Limited).

                                      -42-
<PAGE>   46
       "TWTV DEBT" means:

       (a)    a loan in a principal aggregate amount of up to L2,000,000 made
              available to Two Way TV Limited by certain of its shareholders;
              and

       (b)    a loan note in a principal amount of up to L536,000 issued to
              Granada plc by Two Way TV Limited.

       "UNPAID SUM" means the unpaid balance of any of the sums referred to in
       Clause 24.1 (Default Interest Periods).

       "UK GROUP" means:

       (a)    for the purpose of Clause 18.2 (UK Group Financial Condition),
              Clause 18.3 (Financial Definitions) and any other provisions of
              this Agreement using the definitions defined in Clause 18.3
              (Financial Definitions):

              (i)    the Parent;

              (ii)   Northampton Cable Television Limited and Herts Cable
                     Limited;

              (iii)  Cable & Wireless Communications (South Hertfordshire)
                     Limited; (iv) each of the Parent's direct and indirect
                     subsidiaries from time to time, excluding the UK Group
                     Excluded Subsidiaries (other than Northampton Cable
                     Television Limited, Herts Cable Limited and Cable &
                     Wireless Communications (South Hertfordshire) Limited); and

              (v)    prior to the Pushdown Date, the Target Group (including the
                     Original Borrower); and

       (b)    for all other purposes, the Parent and each of its direct and
              indirect subsidiaries from time to time other than the UK Group
              Excluded Subsidiaries. For information purposes only, the members
              of the UK Group on the Execution Date (as defined by this
              paragraph (b)) are listed in Schedule 14 (Members of the UK
              Group).

       "UK GROUP EXCLUDED SUBSIDIARY" means:

       (a)    any subsidiary of the Parent which is a Dormant Subsidiary and
              which (i) has assets (save for loans existing on the Execution
              Date owed to it by other members of the UK Group) with an
              aggregate value of L10,000 or less and (ii) does not hold a
              Licence;

       (b)    X-Tant Limited (and its subsidiaries);

       (c)    Northampton Cable Television Limited (until such time as it
              becomes a wholly owned subsidiary of the Parent);


                                      -43-
<PAGE>   47
       (d)    Herts Cable Limited (until such time as it becomes a wholly owned
              subsidiary of the Parent);

       (e)    any member of the NTL Triangle Sub-Group (until such time as the
              Parent elects for the members of the NTL Triangle Sub-Group to
              become members of the UK Group in accordance with Clause 34.5 (NTL
              Triangle Accession);

       (f)    any Target Group Excluded Subsidiaries which become subsidiaries
              of the Parent pursuant to the Pushdown;

       (g)    any subsidiary of the Parent which is a Project Company; and

       (h)    any company which becomes a subsidiary of the Parent after the
              date hereof pursuant to an Asset Passthrough,

       PROVIDED THAT any of such companies shall become a member of the UK Group
       and cease to be a UK Group Excluded Subsidiary if the Parent and the
       Agent (acting on the instructions of an Instructing Group, acting
       reasonably) so agree.

       "UK GROUP FUNDING PASSTHROUGH" means a series of transactions between NTL
       UK, one or more members of the UK Group and a Funded Excluded Subsidiary
       where:

       (a)    in the case of funding being provided by NTL UK to the Funded
              Excluded Subsidiary, that funding is:

              (i)    first made available by NTL UK to the Parent by way of
                     Subordinated Funding;

              (ii)   secondly (if relevant) made available by the Parent to any
                     other members of the UK Group by way of Parent Funding; and

              (iii)  thirdly (if relevant) made available by one or more
                     transactions between members of the UK Group (other than
                     the Parent) and finally made available by a member of the
                     UK Group to the Funded Excluded Subsidiary in all such
                     cases by way of either the subscription for new equity
                     capital, the advancing of loans or capital contribution; or

       (b)    in the case of a payment to be made by the Funded Excluded
              Subsidiary to NTL UK, that payment is:

              (i)    first made by the Funded Excluded Subsidiary to a member of
                     the UK Group, and thereafter between members of the UK
                     Group (as relevant), by way of dividend or other
                     distribution, loan or payment of interest on or the
                     repayment of the principal amount of any indebtedness owed
                     by such Funded Excluded Subsidiary or relevant UK Group;
                     and

              (ii)   finally made by a member of the UK Group to NTL UK by way
                     of dividend or other distribution, loan or the payment of
                     interest on or


                                      -44-
<PAGE>   48
                     the repayment of the principal amount of any Subordinated
                     UK Group Debt owed to NTL UK.

       "UK GROUP FUNDING PAYMENT" means an indirect payment by NTL Inc. to one
       or more members of the UK Group where:

       (a)    such a payment is made prior to the Pushdown Date and is funded by
              a dividend or other distribution or the payment of interest on or
              the repayment of the principal amount of any Subordinated Target
              Group Debt or the granting of a loan by the Original Borrower to
              NTL Inc.;

       (b)    NTL Inc. invests such a payment in NTL CC, who in turn invests
              such a payment in NTL UK; and

       (c)    NTL UK invests such a payment in the Parent as Subordinated
              Funding, who in turn makes such Subordinated Funding available to
              other members of the UK Group.

       "UK GROUP SECURITY" means the security constituted by the NTL UK
       Intra-Group Loan Assignment, the Parent Intra-Group Loan Assignment, each
       Debenture and Guarantor Accession Memorandum executed or to be executed
       by the Parent and sufficient members of the UK Group to ensure compliance
       with Clause 19.32 (Guarantors).

       "VEHICLE FINANCE LEASES" means vehicle finance leases made between PHH
       Vehicle Management Services Limited and Cable & Wireless Communications
       Corporation Limited.

       "VIDEOTRON MORTGAGE" means the loan agreement dated 1 July 1993 between
       Videotron Corporation Limited and Barclays Bank PLC.

       "WORKING CAPITAL FACILITY" means a facility in the agreed form made or to
       be made available to the Parent by certain financial institutions, where:

       (a)    the amount available to the Parent thereunder is at least
              L1,300,000,000 (or its equivalent); and

       (b)    amounts advanced to the Parent thereunder are applied by it, by
              way of Parent Funding, to members of the UK Group for application
              towards their working capital purposes.

       "WORKING CAPITAL FACILITY AGENT" means the person from time to time
       appointed as the agent of the lenders under the Working Capital Facility.

       "YANKEE BONDS" means the $750,000,000 6.375 per cent. notes due 2003, the
       $650,000,000 6.625 per cent. notes due 2005, the $400,000,000 6.750 per
       cent. notes due 2008 and the $700,000,000 6.75 per cent. notes due 2008,
       issued by the Target pursuant to an indenture dated 6 March 1998 between
       the Target and Citibank, N.A.


                                      -45-
<PAGE>   49
1.2    INTERPRETATION

       Any reference in this Agreement to:

       the "AGENT", an "ARRANGER", the "SECURITY TRUSTEE" or any "BANK" shall be
       construed so as to include it and any subsequent successors and permitted
       transferees in accordance with their respective interests;

       an "AFFILIATE" of a specified person means any other person directly or
       indirectly controlling or controlled by or under direct or indirect
       common control with that specified person, where:

(a)    "CONTROL" (and "CONTROLLING", "CONTROLLED BY" and "UNDER COMMON CONTROL
       WITH") mean the possession, directly or indirectly, of the power to
       direct or cause the direction of the management or policies of a person,
       whether by the ownership of shares, by agreement or otherwise; and

(b)    the beneficial ownership of 10 per cent. or more of the issued share
       capital of a person shall be deemed to constitute control of that person;

       "AGREED FORM" in relation to any document means a form which is
       initialled by each of the Agent and the Relevant Obligor for the purposes
       of identification (as such form may be amended from time to time by
       agreement between such parties) or a document executed on or before the
       Execution Date by (among others) the Parent, the CWC Parent or the
       Original Borrower and the Agent or, if not so executed or initialled, a
       document in form and substance reasonably satisfactory to the Agent;

       "ASSETS" includes present and future properties, revenues and rights of
       every description;

       a "COMPANY" includes any body corporate;

       "CONTINUING", in relation to an Event of Default, shall be construed as a
       reference to an Event of Default which has not been waived in writing or
       remedied and, in relation to a Potential Event of Default, one which has
       not been remedied within the relevant grace period or waived in
       accordance with the terms hereof;

       "DISPOSAL" includes any sale, lease, transfer or other disposal;

       the "EQUIVALENT" on any date in one currency (the "FIRST CURRENCY") of an
       amount denominated in another currency (the "SECOND CURRENCY") is a
       reference to the amount of the first currency which could be purchased
       with the amount of the second currency at the spot rate of exchange
       quoted by the Agent at or about 11.00 a.m. on such date for the purchase
       of the first currency with the second currency;

       a "HOLDING COMPANY" of a company or corporation shall be construed as a
       reference to any company or corporation of which the first-mentioned
       company or corporation is a subsidiary;


                                      -46-
<PAGE>   50
       "INDEBTEDNESS" shall be construed so as to include any obligation
       (whether incurred as principal or as surety) for the payment or repayment
       of money, whether present or future, actual or contingent;

       a "LAW" shall be construed as any law (including common or customary
       law), statute, constitution, decree, judgment, treaty, regulation,
       directive, bye-law, order or any other legislative measure of any
       government, supranational, local government, statutory or regulatory body
       or court;

       a "MEMBER STATE" shall be construed as a reference to a member state of
       the European Union;

       a "MONTH" is a reference to a period starting on one day in a calendar
       month and ending on the numerically corresponding day in the next
       succeeding calendar month save that:

       (a)    if any such numerically corresponding day is not a Business Day,
              such period shall end on the immediately succeeding Business Day
              to occur in that next succeeding calendar month or, if none, it
              shall end on the immediately preceding Business Day; and

       (b)    if there is no numerically corresponding day in that next
              succeeding calendar month, that period shall end on the last
              Business Day in that next succeeding calendar month,

       (and references to "MONTHS" shall be construed accordingly);

       a "PERSON" shall be construed as a reference to any person, firm,
       company, corporation, government, state or agency of a state or any
       association or partnership (whether or not having separate legal
       personality) of two or more of the foregoing;

       "REPAY" (or any derivative form thereof) shall, subject to any contrary
       indication, be construed to include "PREPAY" (or, as the case may be, the
       corresponding derivative form thereof) and vice versa;

       a "SUBSIDIARY" of a company or corporation shall be construed as a
       reference to:

       (a)    any company or corporation:

              (i)    which is controlled, directly or indirectly, by the
                     first-mentioned company or corporation;

              (ii)   more than half the issued share capital of which is
                     beneficially owned, directly or indirectly, by the
                     first-mentioned company or corporation; or

              (iii)  which is a subsidiary of another subsidiary of the
                     first-mentioned company or corporation


                                      -47-
<PAGE>   51
              and, for these purposes, a company or corporation shall be treated
              as being controlled by another if that other company or
              corporation is able to direct its affairs and/or to control the
              composition of its board of directors or equivalent body; and

       (b)    for the purposes only of Clause 17 (Financial Information), Clause
              18 (Financial Condition) and where the financial definitions
              referred to in Clause 18.3 (Financial Definitions) are used in
              this Agreement, any company or corporation which is a subsidiary
              undertaking as defined in Section 258 of the Companies Act 1985 or
              any other legal entity which is accounted for as a subsidiary of
              that first mentioned company or corporation;

       a "SUCCESSOR" shall be construed so as to include an assignee or
       successor in title of such party and any person who under the laws of its
       jurisdiction of incorporation or domicile has assumed the rights and
       obligations of such party under this Agreement or to which, under such
       laws, such rights and obligations have been transferred;

       "TAX" shall be construed so as to include any tax, levy, impost, duty or
       other charge of a similar nature (including any penalty or interest
       payable in connection with any failure to pay or any delay in paying any
       of the same);

       "VAT" shall be construed as a reference to value added tax including any
       similar tax which may be imposed in place thereof from time to time;

       a "WHOLLY-OWNED SUBSIDIARY" of a company or corporation shall be
       construed as a reference to any company or corporation which has no other
       members except that other company or corporation and that other company's
       or corporation's wholly-owned subsidiaries or persons acting on behalf of
       that other company or corporation or its wholly-owned subsidiaries; and

       the "WINDING-UP", "DISSOLUTION" or "ADMINISTRATION" of a company or
       corporation shall be construed so as to include any equivalent or
       analogous proceedings under the law of the jurisdiction in which such
       company or corporation is incorporated or any jurisdiction in which such
       company or corporation carries on business including the seeking of
       liquidation, winding-up, reorganisation, dissolution, administration,
       arrangement, adjustment, protection or relief of debtors.

1.3    CURRENCY SYMBOLS

       1.3.1  "L" and "STERLING" denote lawful currency of the United Kingdom
              and "$" and "DOLLARS" denote lawful currency of the United States
              of America.

       1.3.2  "EURO" means the single currency unit of the European Union as
              constituted by the Treaty on European Union as referred to in EMU
              Legislation and "EURO UNIT" means the currency unit of the euro as
              defined in EMU Legislation.


                                      -48-
<PAGE>   52
1.4    AGREEMENTS AND STATUTES

       Any reference in a Finance Document to:

       1.4.1  this Agreement or any other agreement or document shall be
              construed as a reference to this Agreement or, as the case may be,
              such other agreement or document as the same may have been, or may
              from time to time be, amended, varied, novated or supplemented;
              and

       1.4.2  a statute or treaty shall be construed as a reference to such
              statute or treaty as the same may have been, or may from time to
              time be, amended or, in the case of a statute, re-enacted.

1.5    HEADINGS

       Clause and Schedule headings are for ease of reference only.

1.6    TIME

       Any reference in this Agreement to a time of day shall, unless a contrary
       indication appears, be a reference to London time.

1.7    TERMS DEFINED IN THE DEBENTURE

       Unless otherwise defined in any Debenture or if the context otherwise
       requires, a term defined in this Agreement or in any other Finance
       Document has the same meaning in such Debenture or any notice given under
       or in connection with such Debenture, as if all references in the defined
       terms to the Agreement or other Finance Document were a reference to such
       Debenture or such notice.

1.8    CONSTRUCTION

       Clauses 1.2 (Interpretation) to 1.6 (Time) of this Agreement will apply
       as if incorporated in each Debenture or in any notice given under or in
       connection with such Debenture, as if all references in such Clauses to
       the Agreement were a reference to such Debenture or such notice.

1.9    APPLICATION OF PROVISIONS IN AGREEMENT

       Clauses 23 (Costs and Expenses), 25.2 (Currency Indemnity), 36 (Remedies
       and Waivers, Partial Invalidity), 37 (Notices) and 41 (Jurisdiction) of
       this Agreement are deemed to form part of the Debenture as if expressly
       incorporated into it and as if all references in such Clauses to the
       Agreement were a reference to the Debenture.

1.10   THIRD PARTY RIGHTS

       A person who is not a party to this Agreement has no right under the
       Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
       Agreement.

2.     THE REVOLVING FACILITY

2.1    GRANT OF THE REVOLVING FACILITY

       The Banks grant to the Borrowers, upon the terms and subject to the
       conditions hereof, a sterling revolving loan facility in an aggregate
       amount of L2,500,000,000, as the same may be reduced in accordance with
       the terms hereof PROVIDED THAT no Borrower organised under the laws of
       any state of the United States of America may borrow


                                      -49-
<PAGE>   53
       under this facility unless NTL Holdings gives its prior written consent
       to such borrowing.

2.2    PURPOSE PRIOR TO PUSHDOWN

       The Revolving Facility is intended, prior to the Pushdown Date:

       2.2.1  to refinance Existing Target Indebtedness (other than the BCM
              Notes and the High Yield Bonds referred to in paragraph (a) of the
              definition thereof);

       2.2.2  to finance the Cable & Wireless Loan and the South Herts
              Refinancing Loan;

       2.2.3  to finance, or refinance, acquisitions permitted by paragraph (g)
              of the definition of Permitted Acquisitions;

       2.2.4  to finance a Permitted Payment to be made in accordance with
              paragraph (g) of the definition thereof;

       2.2.5  to finance Asset Adjustment Payments; and

       2.2.6  to finance the working capital requirements of the UK Group or the
              Target Group,

       PROVIDED THAT the amount of the Revolving Facility available for the
       purposes specified in sub-clauses 2.2.2 to 2.2.6 shall be limited to the
       Available Working Capital Amount.

2.3    PURPOSE AFTER PUSHDOWN

       The Revolving Facility is intended, on and after the Pushdown Date:

       2.3.1  to finance the working capital requirements of the UK Group;

       2.3.2  to finance, or refinance, Permitted Acquisitions (other than the
              Acquisition); and

       2.3.3  to finance Asset Adjustment Payments.

2.4    APPLICATION

       Each Borrower shall apply all amounts raised by it hereunder in or
       towards satisfaction of, prior to the Pushdown, the purposes specified in
       Clause 2.2 (Purpose prior to Pushdown) and, on and after the Pushdown,
       the purposes specified in Clause 2.3 (Purpose after Pushdown) and none of
       the Finance Parties shall be obliged to concern themselves with such
       application.

2.5    INITIAL CONDITIONS PRECEDENT

       Save as the Banks may otherwise agree, none of the Banks shall have any
       obligation to make the Revolving Loan Available unless the Agent has
       confirmed to the Original Borrower and the Banks that it has received all
       of the documents and other evidence listed in Part A (Initial Conditions
       Precedent) of Schedule 3 (Conditions Precedent) and that each is, in form
       and substance, satisfactory to the Agent. The Agent shall notify the
       Original Borrower and the Banks promptly upon being so satisfied.


                                      -50-
<PAGE>   54
2.6    BANKS' OBLIGATIONS SEVERAL

       The obligations of each Bank are several and the failure by a Bank to
       perform its obligations hereunder shall not affect the obligations of an
       Obligor towards any other party hereto nor shall any other party be
       liable for the failure by such Bank to perform its obligations hereunder.

2.7    BANKS' RIGHTS SEVERAL

       The rights of each Bank are several and any debt arising hereunder at any
       time from an Obligor to any of the other parties hereto shall be a
       separate and independent debt. Each such party shall be entitled to
       protect and enforce its individual rights arising out of this Agreement
       independently of any other party (so that it shall not be necessary for
       any party hereto to be joined as an additional party in any proceedings
       for this purpose).

3.     UTILISATION OF THE REVOLVING FACILITY

3.1    DRAWDOWN CONDITIONS FOR REVOLVING ADVANCES

       A Revolving Advance will be made by the Banks to a Borrower if:

       3.1.1  during the Notice Period, the Agent has received a completed
              Notice of Drawdown from such Borrower;

       3.1.2  the proposed date for the making of such Revolving Advance is a
              Business Day falling one month or more before the Final Maturity
              Date;

       3.1.3  the proposed amount of such Revolving Advance is (a) if less than
              the Available Facility an amount or integral multiple of
              L50,000,000 (or such lesser amount as the Original Borrower and
              the Agent may agree in respect of a Revolving Advance to be
              utilised to refinance Existing Target Indebtedness) or (b) equal
              to the amount of the Available Facility;

       3.1.4  in respect of any Revolving Advance which:

              (a)    is requested prior to the Pushdown Date; and

              (b)    is to be used to finance any of the purposes set out in
                     sub-clauses 2.2.2 to 2.2.6 of Clause 2.2 (Purpose prior to
                     Pushdown),

              the amount of such a Revolving Advance is equal to or less than
              the Available Working Capital Amount;

       3.1.5  there would not, immediately after the making of such a Revolving
              Advance, be more than ten Revolving Advances outstanding;

       3.1.6  save for Revolving Advances requested to be made during the
              Certain Funds Period and Rollover Advances, neither of the events
              mentioned in sub-clauses 6.1.1 and 6.1.2 of Clause 6.1 (Market
              Disruption) shall have occurred;

       3.1.7  in respect of any Revolving Advance requested by a Borrower prior
              to the Pushdown Date, the proposed Term of the Revolving Advance
              requested is a

                                      -51-
<PAGE>   55
              period of one, two, three or six months or such other period as
              the Agent (acting on the instructions of all of the Banks) may
              agree in each case ending on or before the estimated Pushdown Date
              (as from time to time agreed between the Agent and the Relevant
              Obligor) PROVIDED THAT prior to the Syndication Date, only periods
              of one month (or, if less, such duration necessary to ensure that
              such Term shall end on the Syndication Date) or such other period
              as the Original Borrower and the Agent may agree may be requested;

       3.1.8  in respect of any Revolving Advance requested by an Additional
              Borrower following the Pushdown Date, the proposed Term of the
              Revolving Advance is a period of one, two, three or six months or
              such other period as the Agent (acting on the instructions of all
              of the Banks) may agree, in each case ending on or before the
              Final Maturity Date; and

       3.1.9  on and as of the proposed date for the making of such Revolving
              Advance:

              (a)    in the case of any Revolving Advance requested to be made
                     during the Certain Funds Period, no Certain Funds Event of
                     Default is continuing;

              (b)    in the case of Revolving Advances not within paragraph (a)
                     above (other than Rollover Advances), (i) no Event of
                     Default or Potential Event of Default is continuing and
                     (ii) the Repeated Representations are true in all material
                     respects; or

              (c)    in the case of Rollover Advances not within paragraph (a)
                     above, (i) no Event of Default is continuing and (ii) those
                     of the Repeated Representations which are not capable of
                     remedy or change if incorrect or misleading in any material
                     respect, are true in all material respects.

3.2    TERMS ENDING ON REDUCTION DATES

       The Borrowers shall ensure that there are sufficient Revolving Advances
       with Terms ending on or before the next succeeding Reduction Date to
       allow the reduction in the Total Commitments scheduled to take place on
       that Reduction Date to occur. If the Borrowers have not so ensured the
       Agent may, subject to Clause 24.4 (Break Costs), shorten the Terms of one
       or more Revolving Advances agreed with the Relevant Obligor to so ensure.

3.3    EACH BANK'S PARTICIPATION IN REVOLVING ADVANCES

       Each Bank will participate through its Facility Office in each Revolving
       Advance made pursuant to this Clause 3 in the proportion borne by its
       Available Commitment to the Available Facility immediately prior to the
       making of that Revolving Advance.

3.4    REDUCTION OF AVAILABLE COMMITMENT

       If a Bank's Commitment is reduced in accordance with the terms hereof
       after the Agent has received the Notice of Drawdown for a Revolving
       Advance and such reduction was not taken into account in the Available
       Facility, then the amount of that Revolving Advance shall be reduced
       accordingly.


                                      -52-
<PAGE>   56
4.     PAYMENT AND CALCULATION OF INTEREST ON REVOLVING ADVANCES

4.1    PAYMENT OF INTEREST

       On the Repayment Date relating to each Revolving Advance (and, if the
       Term of such Revolving Advance exceeds six months, on the expiry of each
       period of six months during such Term) the Borrower to which such
       Revolving Advance has been made shall pay accrued interest on that
       Revolving Advance.

4.2    CALCULATION OF INTEREST

       The rate of interest applicable to a Revolving Advance from time to time
       during its Term shall be the rate per annum which is the sum of:

       4.2.1  the Margin at such time;

       4.2.2  the Mandatory Cost Rate; and

       4.2.3  LIBOR.

4.3    MARGIN RATCHET

       The Margin shall:

       4.3.1  from the date hereof until the Pushdown Date, be 2.25 per cent.
              per annum;

       4.3.2  (if relevant) on and after the Pushdown Date and until the date
              falling 12 months after the date hereof, be 2.00 per cent. per
              annum; and

       4.3.3  at any other time, subject to clause 4.5 (Default Margin) and in
              accordance with the provisions of Clause 4.4 (Margin Changes), be
              the percentage rate per annum determined by the ratio of EBITDA of
              the UK Group in respect of the Relevant Period ended on the most
              recent Quarter Date to the Total Net Cash Finance Charges for that
              Relevant Period in accordance with the table set out below.

<TABLE>
<CAPTION>

                 RATIO OF EBITDA TO TOTAL NET CASH FINANCE CHARGES            MARGIN (PER CENT. PER ANNUM)
<S>                                                                           <C>
                 Less than 1.25:1                                                   2.00
                 Equal to or greater than 1.25:1 but less than 1.50:1               1.75
                 Equal to or greater than 1.50:1 but less than 1.75:1               1.50
                 Equal to or greater than 1.75:1 but less than 2.00:1               1.25
                 Equal to or greater than 2.00:1 but less than 2.25:1               1.00
                 Equal to or greater than 2.25:1                                    0.75
</TABLE>

4.4    MARGIN CHANGES

       Any reduction or increase to the Margin provided for by Clause 4.3
       (Margin Ratchet) shall take effect in relation to all existing Revolving
       Advances and future Revolving Advances, in each case with effect from the
       date the Agent receives the Parent's Compliance Certificate in accordance
       with Clause 17.4 (Compliance Certificates) for


                                      -53-
<PAGE>   57
       its most recent Financial Quarter. Any change in the Margin applicable to
       an existing Revolving Advance shall only relate to the remainder of the
       current Term of such a Revolving Advance.

4.5    DEFAULT MARGIN

       The Margin shall be 2.25 per cent. per annum from the date determined by
       the Agent (acting reasonably) (in writing) as being the date on which an
       Event of Default or Potential Event of Default has occurred or come into
       existence until the date specified by the Agent (in writing) as being the
       date on which it has been demonstrated to its satisfaction (acting
       reasonably) that such Event of Default or Potential Event of Default is
       no longer continuing. The Agent shall promptly notify the other parties
       hereto of any determination that an Event of Default or Potential Event
       of Default has occurred or exists or, as the case may be, that it has
       been demonstrated to its reasonable satisfaction that such is no longer
       continuing.

5.     INCREMENTAL FACILITY

5.1    REQUEST FOR INCREMENTAL FACILITY

       If no Event of Default or Potential Event of Default has occurred and is
       continuing, the Parent may, at any time after the date falling 12 months
       after the Acquisition Date, deliver to the Agent and the Arrangers a
       request (the "INCREMENTAL FACILITY REQUEST") requesting that the
       Arrangers arrange the Incremental Facility.

5.2    REQUIREMENTS OF INCREMENTAL FACILITY REQUEST

       The Incremental Facility Request shall be in writing and shall specify:

       5.2.1  the proposed amount of the Incremental Facility, which shall not
              exceed L500,000,000;

       5.2.2  the proposed final maturity date of the Incremental Facility,
              which shall be no earlier than 31 March 2006;

       5.2.3  the proposed margin payable on amounts drawn under the Incremental
              Facility; and

       5.2.4  the other proposed key terms and conditions of the Incremental
              Facility, which shall be no more onerous than the terms of this
              Agreement.

5.3    ACKNOWLEDGEMENT BY BANKS

       The Banks consent to the incurrence by the Borrowers of the additional
       indebtedness under the Incremental Facility, which shall rank pari passu
       with indebtedness under the Revolving Facility. Subject to an
       intercreditor agreement acceptable to all of the Banks being entered into
       between the Banks and the lenders under the Incremental Facility, the
       indebtedness under the Incremental Facility may be secured on assets
       subject to the Security. The Banks (and/or their designated
       representatives) shall negotiate in good faith with the proposed lenders
       under the Incremental Facility, with a view to such an intercreditor
       agreement being agreed and executed as soon as reasonably practicable.
       The Banks shall have the opportunity, but shall not be obliged, to
       participate in the

                                      -54-
<PAGE>   58
       Incremental Facility and hereby consent to the Incremental Facility being
       offered to persons who are not Banks at the time the Incremental Facility
       Request is delivered by the Parent. The Incremental Facility shall be
       priced by reference to market conditions on and around the date of
       delivery of the Incremental Facility Request, but shall otherwise contain
       terms no more onerous than the terms hereof, as the same shall be agreed
       between the parties hereto and any additional persons who agree to
       participate in the Incremental Facility.

6.     MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

6.1    MARKET DISRUPTION

       If, in relation to any Revolving Advance:

       6.1.1  LIBOR is to be determined by reference to Reference Banks and at
              or about 11.00 a.m. on the Quotation Date for the relevant Term
              none or only one of the Reference Banks supplies a rate for the
              purpose of determining LIBOR for the relevant Term; or

       6.1.2  before the close of business in London on the Quotation Date for
              such Revolving Advance the Agent has been notified by a Bank or
              each of a group of Banks, to whom in aggregate fifty per cent. or
              more of such Revolving Advance would be owed if made that the
              LIBOR rate does not accurately reflect the cost of funding its
              participation in such Revolving Advance,

       then the Agent shall notify the Relevant Obligor, the relevant Borrower
       and the Banks of such event and, notwithstanding anything to the contrary
       in this Agreement, Clause 6.2 (Substitute Term and Interest Rate) shall
       apply to such Revolving Advance (if it is a Rollover Advance). If
       sub-clause 6.1.1 or 6.1.2 applies to a proposed Revolving Advance (other
       than a Rollover Advance), such a Revolving Advance shall not be made.

6.2    SUBSTITUTE TERM AND INTEREST RATE

       If sub-clause 6.1.1 of Clause 6.1 (Market Disruption) applies to a
       Revolving Advance, the duration of the relevant Term shall be one month
       or, if less, such that it shall end on the next succeeding Reduction Date
       or, as the case may be, the Final Maturity Date. If either sub-clause
       6.1.1 or 6.1.2 of Clause 6.1 (Market Disruption) applies to a Revolving
       Advance, the rate of interest applicable to each Bank's portion of such
       Revolving Advance during the relevant Term shall (subject to any
       agreement reached pursuant to Clause 6.3 (Alternative Rate)) be the rate
       per annum which is the sum of:

       6.2.1  the Margin at such time;

       6.2.2  the Mandatory Cost Rate; and

       6.2.3  the rate per annum notified to the Agent by such Bank before the
              last day of such Term to be that which expresses as a percentage
              rate per annum the cost to such Bank of funding from whatever
              sources it may reasonably select its portion of such Revolving
              Advance during such Term.


                                      -55-
<PAGE>   59
6.3    ALTERNATIVE RATE

       If either of those events mentioned in sub-clauses 6.1.1 and 6.1.2 of
       Clause 6.1 (Market Disruption) occurs in relation to a Revolving Advance,
       then if the Agent or the Relevant Obligor so requires, the Agent and the
       Relevant Obligor shall enter into negotiations with a view to agreeing a
       substitute basis (i) for determining the rates of interest from time to
       time applicable to the Revolving Advances and/or (ii) upon which the
       Revolving Advances may be maintained (whether in sterling or some other
       currency) thereafter and any such substitute basis that is agreed shall
       take effect in accordance with its terms and be binding on each party
       hereto, PROVIDED THAT the Agent may not agree any such substitute basis
       without the prior consent of each Bank (which is not to be unreasonably
       withheld).

7.     NOTIFICATION

7.1    REVOLVING ADVANCES

       The Agent shall, promptly upon its receipt of a Notice of Drawdown,
       notify each Bank of:

       7.1.1  if applicable, the name of the Borrower;

       7.1.2  the proposed amount of the relevant Revolving Advance;

       7.1.3  the proposed length of the relevant Term; and

       7.1.4  the aggregate principal amount of the relevant Revolving Advance
              allocated to such Bank pursuant to Clause 3.3 (Each Bank's
              Participation in Revolving Advances).

7.2    INTEREST RATE DETERMINATION

       The Agent shall promptly notify the relevant Borrower and the Banks of
       each determination of LIBOR, the Mandatory Cost Rate and the Margin.

7.3    CHANGES TO REVOLVING ADVANCES OR INTEREST RATES

       The Agent shall promptly notify the relevant Borrower and the Banks of
       any change to (a) the proposed length of a Term or (b) any interest rate
       occasioned by the operation of Clause 6 (Market Disruption and
       Alternative Interest Rates).

8.     REPAYMENT AND REDUCTION OF THE REVOLVING FACILITY

8.1    REPAYMENT

       Each Borrower to which a Revolving Advance has been made shall repay the
       Revolving Advance made to it in full on the Repayment Date relating
       thereto.

8.2    REDUCTION

       8.2.1  The Total Commitments shall be reduced in instalments on each
              Reduction Date by an amount equal to the amount (the "REDUCTION
              INSTALMENT"), as set out in the table below:


                                      -56-
<PAGE>   60
<TABLE>
<CAPTION>
                REDUCTION DATE                                             REDUCTION INSTALMENT
                                                                                    (L)
<S>                                                                        <C>
                30 June 2004                                                     30,000,000
                30 September 2004                                                30,000,000
                31 December 2004                                                 30,000,000
                31 March 2005                                                   100,000,000
                30 June 2005                                                    100,000,000
</TABLE>

       8.2.2  The Parent shall, to the extent necessary, procure that sufficient
              Revolving Advances are repaid on a Reduction Date to ensure that
              the aggregate of the outstanding Revolving Advances (after such
              repayment) is equal to or less than the reduced amount of the
              Total Commitments.

       8.2.3  Any reduction of the Total Commitments shall reduce
              proportionately the Commitment of each Bank.

       8.2.4  If any Borrower cancels the whole or any part of the Commitments
              in accordance with Clause 9.1 (Cancellation of the Revolving
              Facility) or if the Available Commitment of any Bank is reduced
              under Clause 9.5 (No Further Revolving Advances), Clause 10.7
              (Application of Proceeds) or Clause 14 (Illegality) then the
              amount of the Reduction Instalment for each Reduction Date falling
              after that cancellation will reduce pro rata by the amount
              cancelled.

9.     CANCELLATION AND PREPAYMENT

9.1    CANCELLATION OF THE REVOLVING FACILITY

       The Relevant Obligor may, by giving to the Agent not less than five
       Business Days' prior written notice to that effect, cancel the whole or
       any part (being a minimum amount of L50,000,000 and an integral multiple
       of L10,000,000) of the Available Facility. Any such cancellation shall
       reduce the Available Commitment and Commitment of each Bank rateably. Any
       amount so cancelled under this Clause 9.1 may not be reborrowed.

9.2    PREPAYMENT OF THE REVOLVING FACILITY

       Subject to the provisions of Clause 24.4 (Break Costs), a Borrower to
       which a Revolving Advance has been made may, by giving to the Agent not
       less than five Business Days' prior written notice to that effect, prepay
       the whole or any part of a Revolving Advance (being a minimum amount of
       L50,000,000 and an integral multiple of L10,000,000).

9.3    NOTICE OF CANCELLATION OR PREPAYMENT

       Any notice of cancellation or prepayment given by the Relevant Obligor or
       a Borrower pursuant to this Clause 9 shall be irrevocable, shall specify
       the date upon which such cancellation or prepayment is to be made and the
       amount of such cancellation or prepayment and, in the case of a notice of
       prepayment, shall oblige the relevant Borrower to make such prepayment on
       such date.


                                      -57-
<PAGE>   61
9.4    REPAYMENT OF A BANK'S SHARE OF THE REVOLVING LOAN

       If:

       9.4.1  any sum payable to any Bank by an Obligor is required to be
              increased pursuant to Clause 11.1 (Tax Gross-up); or

       9.4.2  any Bank claims indemnification from an Obligor under Clause 11.2
              (Tax Indemnity), the Agent claims indemnification from an Obligor
              under Clause 11.2 (Tax Indemnity) in respect of a payment received
              by it and paid by it to a Bank under the Finance Documents or any
              Bank claims indemnification from a Borrower under Clause 13.1
              (Increased Costs),

       the Relevant Obligor may, whilst such circumstance continues, give the
       Agent at least five Business Days' prior written notice (which notice
       shall be irrevocable) of its intention to procure the repayment of such
       Bank's share of the Revolving Loan. On the last day of each then current
       Term, or at any other time subject to the provisions of Clause 24.4
       (Break Costs), each Borrower to which a Revolving Advance has been made
       shall repay such Bank's portion of the Revolving Advance to which such
       Term relates.

9.5    NO FURTHER REVOLVING ADVANCES

       A Bank for whose account a repayment is to be made under Clause 9.4
       (Repayment of a Bank's Share of the Revolving Loan) shall not be obliged
       to participate in the making of Revolving Advances on or after the date
       upon which the Agent receives the Relevant Obligor's notice of its
       intention to procure the repayment of such Bank's share of the Revolving
       Loan, and such Bank's Available Commitment shall be reduced to zero.

9.6    NO OTHER REPAYMENTS

       The Borrowers shall not repay all or any part of the Revolving Loan
       except at the times and in the manner expressly provided for in this
       Agreement.

10.    MANDATORY PREPAYMENT

10.1   MANDATORY PREPAYMENT FROM EXCESS CASH FLOW

       The Parent shall ensure that within ten Business Days of delivery of the
       most recent financial statements of the UK Group pursuant to Clause 17.1
       (Annual Statements), commencing with the financial statements delivered
       in respect of the financial year ending 31 December 2003, 50 per cent. of
       Excess Cash Flow for the financial year to which such financial
       statements relate is applied in cancellation and repayment of the
       Revolving Loan in accordance with Clause 10.7 (Application of Proceeds).

10.2   MANDATORY PREPAYMENT FROM ASSET DISPOSALS

       Prior to the Pushdown Date, the CWC Parent and the Original Borrower and,
       after the Pushdown Date, the Parent shall ensure that the net proceeds of
       any disposal falling within paragraph (g)(A) of the definition of
       Permitted Disposals of any asset by any member of the Target Group or,
       after the Pushdown Date, any member of the UK Group, are applied in
       cancellation and repayment of the Revolving Loan in accordance with
       Clause 10.7 (Application of Proceeds) unless the relevant member of the
       Target

                                      -58-
<PAGE>   62
       Group or, as the case may be, the UK Group can show to the satisfaction
       of the Agent (acting reasonably) that:

       10.2.1 such disposal was on arms' length terms and the net proceeds are
              to be reinvested in similar or like assets of a comparable or
              superior quality or applied towards the Target Group's or, as the
              case may be (after the Pushdown Date), the UK Group's Capital
              Expenditure within a period of 365 days from the date of receipt
              of such proceeds by the relevant member of the Target Group or, as
              the case may be, the UK Group; or

       10.2.2 such disposal was on arms' length terms and in the ordinary and
              usual course of business of such member of the Target Group or, as
              the case may be, the UK Group; or

       10.2.3 the net disposal proceeds, when aggregated with the net disposal
              proceeds received by members of the Target Group and, after the
              Pushdown Date, the UK Group in respect of disposals falling within
              paragraph (g)(A) of the definition of Permitted Disposals made in
              the immediately preceding twelve calendar month period (excluding
              the proceeds from disposals falling within sub-clauses 10.2.1 or
              10.2.2 above), does not exceed L10,000,000 or its equivalent.

       In the case of sub-clause 10.2.1 only, the net disposal proceeds referred
       to therein will be deposited in the Prepayment Escrow Account and the
       relevant member of the Target Group or, as the case may be, the UK Group
       shall be entitled, during the 365 day period, to withdraw (or, as the
       case may be, require the Parent, the CWC Parent or the Original Borrower
       to withdraw) sums from such account only to the extent that it is able
       reasonably to demonstrate that such sums will be reinvested or applied in
       accordance with the provisions of sub-clause 10.2.1. Any amounts not
       reinvested as specified in sub-clause 10.2.1 during the 365 day period
       specified therein shall thereafter be applied in repayment of the
       Revolving Loan in accordance with Clause 10.7 (Application of Proceeds).

10.3   MANDATORY PREPAYMENT FROM INSURANCE PROCEEDS

       Prior to the Pushdown Date, the CWC Parent and the Original Borrower and,
       after the Pushdown Date, the Parent shall ensure that Insurance Proceeds
       received by any member of the Target Group or, after the Pushdown Date,
       any member of the UK Group, above an aggregate minimum threshold of
       Insurance Proceeds of L10,000,000 (the "MINIMUM THRESHOLD"), are paid to
       the Agent and applied in repayment of the Revolving Loan in accordance
       with Clause 10.7 (Application of Proceeds) unless the Insurance Proceeds
       received above the Minimum Threshold are:

       10.3.1 promptly upon receipt, deposited in the Prepayment Escrow Account
              in accordance with the provisions of Clause 10.4 (Payment of
              Insurance Proceeds into Escrow Account); and


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       10.3.2 applied, to the satisfaction of the Agent, towards the
              replacement, reinstatement and/or repair of the assets and/or the
              satisfaction of business interruption losses in respect of which
              the relevant insurance claim was made (or to refinance any
              expenditure incurred in the replacement, reinstatement and/or
              repair of such assets and/or the satisfaction of business
              interruption losses) within a period of 365 days from the date of
              receipt of such Insurance Proceeds by the relevant member of the
              Target Group or, as the case may be, the UK Group.

10.4   PAYMENT OF INSURANCE PROCEEDS INTO PREPAYMENT ESCROW ACCOUNT

       Prior to the Pushdown Date, the CWC Parent and the Original Borrower and,
       after the Pushdown Date, the Parent shall ensure that any Insurance
       Proceeds to be applied in accordance with sub-clause 10.3.2 of Clause
       10.3 (Mandatory Prepayment from Insurance Proceeds) are deposited in the
       Prepayment Escrow Account. The relevant member of the Target Group or, as
       the case may be, the UK Group that received the Insurance Proceeds shall
       be entitled, during the period of 365 days from its receipt of the
       Insurance Proceeds, to withdraw sums from the Prepayment Escrow Account
       only to the extent that it is able to reasonably demonstrate that such
       sums will be applied towards the replacement, reinstatement and/or repair
       of the assets and/or the satisfaction of business interruption losses in
       respect of which the relevant insurance claim was made (or to refinance
       any expenditure incurred in the replacement, reinstatement and/or repair
       of such assets and/or the satisfaction of business interruption losses).
       Any sums not so withdrawn during such 365 day period shall thereafter be
       paid to the Agent and applied in repayment of the Revolving Loan in
       accordance with Clause 10.7 (Application of Proceeds).

10.5   MANDATORY PREPAYMENT FROM DEBT AND EQUITY

       Sub-clause 19.22.3 of Clause 19.22 (Mandatory Contribution) obliges NTL
       CC to ensure that 75 per cent. of the aggregate amount of the net cash
       proceeds of any equity or Financial Indebtedness raised by any member of
       the Covenant Group after 31 December 2003 (other than the proceeds of
       relevant Excluded Contributions) is contributed to the members of the UK
       Group (other than the Parent). NTL CC shall ensure that 50 per cent. of
       the aggregate amount of the net cash proceeds of any equity or Financial
       Indebtedness raised by members of the Covenant Group at any time after 31
       December 2003 (other than the proceeds of relevant Excluded
       Contributions), (such an amount being 662/3 per cent. of the amount
       contributed to the UK Group (other than the Parent) in accordance with
       sub-clause 19.22.3 of Clause 19.22 (Mandatory Contribution)) is applied
       in cancellation and repayment of the Revolving Loan in accordance with
       Clause 10.7 (Application of Proceeds).

10.6   MANDATORY PREPAYMENT FROM FORCED DRAW PROCEEDS

       Upon its receipt of a notice from the Working Capital Facility Agent,
       specifying that a Forced Draw is required to be made under the Working
       Capital Facility, the Parent will promptly provide a copy of such a
       notice to the Agent. If such a Forced Draw is to be made on or after the
       Pushdown Date and if required by an Instructing Group:


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<PAGE>   64
       10.6.1 the Agent shall notify the Parent that the Banks require all (or
              such lesser amount as specified by the relevant Instructing Group)
              of the proceeds of that Forced Draw to be deposited in the
              Prepayment Escrow Account and applied in repayment of the
              Revolving Loan in accordance with Clause 10.7 (Application of
              Proceeds);

       10.6.2 the Parent shall, upon receipt of the proceeds of that Forced Draw
              and to the extent specified in the notice received by it pursuant
              to sub-clause 10.6.1 above, deposit such proceeds in the
              Prepayment Escrow Account for application in repayment of the
              Revolving Loan in accordance with Clause 10.7 (Application of
              Proceeds); and

       10.6.3 if the Agent requires it to do so, the Parent shall direct the
              Working Capital Facility Agent to pay the relevant amount of the
              proceeds of that Forced Draw directly to the Agent.

10.7   APPLICATION OF PROCEEDS

       10.7.1 Any amounts paid to the Agent in accordance with Clause 10.1
              (Mandatory Prepayment from Excess Cash Flow) to Clause 10.6
              (Mandatory Prepayment from Forced Draw Proceeds) shall be:

              (a)    retained in the Prepayment Escrow Account pending any
                     withdrawal permitted by any of those Clauses; and

              (b)    if no such right of withdrawal is available, if it has
                     ceased to be available or if the Relevant Obligor so
                     instructs the Agent, be retained in the Prepayment Escrow
                     Account for application on one or more Repayment Dates
                     until such time as such amounts have been applied in full
                     in repayment of the Revolving Loan in accordance with this
                     Clause 10.7.

       10.7.2 Any amounts paid to the Agent in accordance with Clause 10.1
              (Mandatory Prepayment from Excess Cash Flow) to 10.6 (Mandatory
              Prepayment from Forced Draw Proceeds) shall when required to be
              applied in repayment of the Revolving Loan in accordance with this
              Clause 10.7 (and then on the dates indicated in sub-clause 10.7.1
              above) be applied as follows:

              (a)    first, in repayment of the Revolving Loan (and a
                     corresponding cancellation of the Available Facility); and

              (b)    secondly, if any excess remains thereafter, in payment of
                     such excess to the relevant member of the UK Group or, as
                     the case may be, the Target Group and in cancellation of
                     the remaining Available Facility by an equal amount.

              Any amount of the Revolving Loan repaid in accordance with this
              Clause 10.7 may not be reborrowed and any cancellation of the
              Available Facility in accordance with this Clause 10.7 shall
              reduce the Commitment of each Bank rateably and the amount so
              cancelled may not be reborrowed.


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10.8   MANDATORY PREPAYMENT DUE TO CHANGE IN CONTROL

       10.8.1 If after the date hereof:

              (a)    any person, or group of connected persons, (which does not
                     have control at the date hereof) acquires control of NTL
                     Holdings;

              (b)    the Parent ceases to be (directly or indirectly) a
                     wholly-owned subsidiary of NTL Holdings; or

              (c)    either CWC Holdings and/or the Original Borrower ceases to
                     be a wholly-owned subsidiary of NTL Holdings other than:

                     (i)    pursuant to the implementation of the Pushdown; or

                     (ii)   where NTL Holdings' ownership in CWC Holdings is
                            reduced by no more than 1 per cent. of CWC Holdings'
                            issued share capital as a result of a Permitted
                            Issuance,

              then the Parent and, prior to the Pushdown Date, the CWC Parent
              and the Original Borrower shall procure the immediate repayment of
              the Revolving Loan in full (together with accrued interest thereon
              and any other sums then owed by the Borrowers hereunder) and the
              Available Commitment of each Bank shall immediately be cancelled
              and reduced to zero.

       10.8.2 For the purpose of this Clause 10.8:

              "CONTROL" means:

              (a)    the power (whether by way of ownership of shares, proxy,
                     contract, agency or otherwise) to:

                     (i)    cast, or control the casting of, more than one-half
                            of the maximum number of votes that might be cast at
                            a general meeting of NTL Holdings; or

                     (ii)   appoint or remove all, or the majority, of the
                            directors or other equivalent officers of NTL
                            Holdings; or

                     (iii)  give directions with respect to the operating and
                            financial policies of NTL Holdings which the
                            directors or other equivalent officers of NTL
                            Holdings are obliged to comply with; or

              (b)    the holding of more than one-half of the issued share
                     capital of NTL Holdings (excluding any part of that issued
                     share capital that carries no voting rights).

              "GROUP OF CONNECTED PERSONS" means, a group of persons who,
              pursuant to an agreement or understanding (whether formal or
              informal), actively co-operate, through the acquisition by any of
              them, either directly or indirectly, of shares in NTL Holdings or
              to obtain or consolidate control of NTL Holdings.


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<PAGE>   66
       10.8.3 This Clause 10.8 will not apply, and the Available Commitments
              will not be cancelled, and the Revolving Loan will not become due
              and payable in the event that:

              (a)    France Telecom S.A. or any of its affiliates acquires
                     control of NTL Holdings; or

              (b)    any company acquires control of NTL Holdings as part of a
                     solvent reorganisation of the Group on terms approved by
                     the Agent (acting on the instructions of an Instructing
                     Group).

10.9   MANDATORY PREPAYMENT DUE TO PUSHDOWN DATE

       Notwithstanding any other provision of this Agreement, if the Pushdown
       Date has not occurred on or prior to 20 July 2001 the Parent shall
       procure that the Revolving Loan is repaid in full (together with accrued
       interest thereon and any other sums then owed by the Borrowers
       hereunder), on the first Business Day after 20 July 2001, and the
       Available Commitment of each Bank shall immediately be cancelled and
       reduced to zero.

11.    TAXES

11.1   TAX GROSS-UP

       All payments to be made by an Obligor to any Finance Party under the
       Finance Documents shall be made free and clear of and without deduction
       for or on account of tax unless such Obligor is required by law to make
       such a payment subject to the deduction or withholding of tax, in which
       case the sum payable by such Obligor (in respect of which such deduction
       or withholding is required to be made) shall, subject to Clause 11.5
       (Excluded Claims), be increased to the extent necessary to ensure that
       such Finance Party receives a sum net of any deduction or withholding
       equal to the sum which it would have received had no such deduction or
       withholding been made or required to be made.

11.2   TAX INDEMNITY

       Without prejudice to Clause 11.1 (Tax Gross-up), if the Agent or (as a
       result of the introduction of, or change in or in the interpretation,
       administration or application of, any law or regulation or order or
       governmental rule or double taxation agreement or any published practice
       or concession of any relevant taxing authority after the date hereof) any
       Bank (a) is required to make any payment of or on account of tax on or in
       relation to any sum received or receivable under the Finance Documents
       (including any sum deemed for purposes of tax to be received or
       receivable by such Finance Party whether or not actually received or
       receivable) or (b) has any liability in respect of any such payment
       asserted, imposed, levied or assessed against it, the relevant Obligor
       shall, within five Business Days of demand by the Agent, promptly
       indemnify the Agent or Bank which suffers a loss or liability as a result
       against such payment or liability, together with any interest, penalties,
       costs and expenses payable or incurred in connection therewith, PROVIDED
       THAT this Clause 11.2 shall not apply to:


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       11.2.1 any tax imposed on and calculated by reference to the net income,
              profits or gains actually received or receivable by the Agent or
              such Bank (but, for the avoidance of doubt, not including any sum
              deemed for purposes of tax to be received or receivable by the
              Agent or such Bank but not actually receivable) by the
              jurisdiction in which the Agent or such Bank is incorporated or,
              if different, the jurisdiction (or jurisdictions) in which the
              Agent or such Bank is treated as resident for tax purposes; or

       11.2.2 any tax imposed on and calculated by reference to the net income,
              profits or gains of the Facility Office of the Agent or such Bank
              actually received or receivable by the Agent or such Bank (but,
              for the avoidance of doubt, not including any sum deemed for
              purposes of tax to be received or receivable by the Agent or such
              Bank but not actually receivable) by the jurisdiction in which its
              Facility Office is located; or

       11.2.3 any tax imposed on the Agent, as a result of the failure by a Bank
              to satisfy on the due date of a payment of interest either of the
              conditions set out in sub-clauses 11.3.1 and 11.3.2 of Clause 11.3
              (Banks' Tax Status Confirmation); or

       11.2.4 for the avoidance of doubt, any tax imposed on a Bank which would
              not have arisen but for the sub-participation of its rights and
              benefits under any of the Finance Documents.

11.3   BANKS' TAX STATUS CONFIRMATION

       Each Bank confirms in favour of the Agent (on the date hereof or, in the
       case of a Bank which becomes a party hereto pursuant to a transfer or
       assignment, on the date on which the relevant transfer or assignment
       becomes effective) that either:

       11.3.1 it is not resident for tax purposes in the United Kingdom and is
              beneficially entitled to its share of the Revolving Loan and the
              interest thereon; or

       11.3.2 it is a bank as defined for the purposes of Section 349 of ICTA
              and is beneficially entitled to its share of the Revolving Loan
              and the interest thereon,

       and each Bank shall promptly notify the Agent if there is any change in
       its position from that set out above.

11.4   CLAIMS BY BANKS AND THE AGENT

       A Bank intending to make a claim pursuant to Clause 11.2 (Tax Indemnity)
       shall notify the Agent of the event giving rise to the claim, whereupon
       the Agent shall notify the Relevant Obligor and the Borrowers thereof. If
       the Agent intends to make a claim pursuant to Clause 11.2 (Tax Indemnity)
       it shall notify the Relevant Obligor and the Borrowers of the event
       giving rise to the claim.

11.5   EXCLUDED CLAIMS

       If any Finance Party is not or ceases to be a Qualifying Lender, no
       Obligor shall be liable to pay to that Finance Party under Clause 11.1
       (Tax Gross-Up) any amount in

                                      -64-
<PAGE>   68
       respect of taxes levied or imposed in excess of the amount it would have
       been obliged to pay if that Finance Party had been or had not ceased to
       be a Qualifying Lender PROVIDED THAT this Clause 11.5 shall not apply
       (and each Obligor shall be obliged to comply with its obligations under
       Clause 11.1 (Tax Gross-Up)) if:

       11.5.1 after the date hereof, there shall have been any introduction of,
              or change in or in the interpretation, administration or
              application of, any law or regulation or order or governmental
              rule or double taxation agreement or any published practice or
              concession of any relevant taxing authority and as a result
              thereof such Finance Party ceases to be a Qualifying Lender; or

       11.5.2 such Finance Party is not or ceases to be a Qualifying Lender as a
              result of the actions of any Obligor.

11.6   TREATY LENDERS

       A Treaty Lender and each Obligor which makes a payment to which that
       Treaty Lender is entitled shall co-operate in completing any procedural
       formalities necessary for that Obligor to obtain authorisation to make
       that payment without a deduction or withholding for or on account of tax.
       If an Obligor is able to demonstrate that a deduction or withholding for
       or on account of tax is required to be made by it as a result of a Treaty
       Lender's failure to so co-operate, such an Obligor shall not be liable to
       pay any increased amount under Clause 11.1 (Tax Gross-Up) as a result of
       such a deduction or withholding.

11.7   NOTIFICATION OF STATUS

       Each Bank shall notify the Agent if it is not a Qualifying Lender at the
       time it becomes a Bank hereunder and shall promptly notify the Agent if
       at any time thereafter it ceases to be a Qualifying Lender. The Agent
       shall promptly notify the Relevant Obligor of any notices it receives
       under this Clause 11.7 and if it ceases to be a Qualifying Lender.

12.    TAX RECEIPTS

12.1   NOTIFICATION OF REQUIREMENT TO DEDUCT TAX

       If, at any time, an Obligor is required by law to make any deduction or
       withholding from any sum payable by it under the Finance Documents (or if
       thereafter there is any change in the rates at which or the manner in
       which such deductions or withholdings are calculated), such Obligor and
       the Bank to which such sum is payable shall promptly upon becoming aware
       of such a requirement notify the Agent accordingly. If the Agent receives
       such a notification from a Bank it shall promptly notify the Relevant
       Obligor and the Obligor who is required to make such a deduction or
       withholding.

12.2   EVIDENCE OF PAYMENT OF TAX

       If an Obligor makes any payment under the Finance Documents in respect of
       which it is required to make any deduction or withholding, it shall pay
       the full amount required to be deducted or withheld to the relevant
       taxation or other authority within the time allowed for such payment
       under applicable law and shall request and, within thirty days of it
       receiving the same, deliver to the Agent for each Bank an original
       receipt (or

                                      -65-
<PAGE>   69
       a certified copy thereof) issued by such authority evidencing the payment
       to such authority of all amounts so required to be deducted or withheld
       in respect of that Bank's share of such payment.

12.3   TAX CREDIT PAYMENT

       If an additional payment is made under Clause 11 (Taxes) by an Obligor
       for the benefit of any Finance Party and such Finance Party, in its sole
       discretion, determines that it has obtained (and has derived full use and
       benefit from) a credit against, a relief or remission for, or repayment
       of, any tax, then, if and to the extent that such Finance Party, in its
       sole opinion, determines that such credit, relief, remission or repayment
       is in respect of or calculated with reference to or otherwise relates to
       the additional payment made pursuant to Clause 11 (Taxes), such Finance
       Party shall, to the extent that it can do so without prejudice to the
       retention of the amount of such credit, relief, remission or repayment,
       pay to such Obligor such amount as such Finance Party shall, in its sole
       opinion, determine to be the amount which will leave such Finance Party
       (after such payment) in no worse after-tax position than it would have
       been in had the additional payment in question not been required to be
       made by such Obligor.

12.4   TAX CREDIT CLAWBACK

       If any Finance Party makes any payment to an Obligor pursuant to Clause
       12.3 (Tax Credit Payment) and such Finance Party subsequently determines,
       in its sole opinion, that the credit, relief, remission or repayment in
       respect of which such payment was made was not available or has been
       withdrawn or that it was unable to use such credit, relief, remission or
       repayment in full, such Obligor shall reimburse such Finance Party such
       amount as such Finance Party determines, in its sole opinion, is
       necessary to place it in the same after-tax position as it would have
       been in if such credit, relief, remission or repayment had been obtained
       and fully used and retained by such Finance Party.

12.5   TAX AND OTHER AFFAIRS

       No provision of this Agreement shall interfere with the right of any
       Finance Party to arrange its tax or any other affairs in whatever manner
       it thinks fit, oblige any Finance Party to claim any credit, relief,
       remission or repayment in respect of any payment under Clause 11 (Taxes)
       in priority to any other credit, relief, remission or repayment available
       to it nor oblige any Finance Party to disclose any information relating
       to its tax or other affairs or any computations in respect thereof.

13.    INCREASED COSTS

13.1   INCREASED COSTS

       If, by reason of the occurrence, in each case after the date hereof, of
       (a) any change in law or in its interpretation or administration and/or
       (b) compliance with any such new law or with any request or requirement
       relating to the maintenance of capital or any other request from or
       requirement of any central bank or other fiscal, monetary or other
       authority (in each case, where a request or requirement that does not
       have the force of law is a request or requirement with which financial
       institutions subject to such request or requirement are generally
       accustomed to comply):


                                      -66-
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       13.1.1 a Bank or any holding company of such Bank is unable to obtain the
              rate of return on its capital which it would have been able to
              obtain but for such Bank's entering into or assuming or
              maintaining a commitment or performing its obligations under the
              Finance Documents;

       13.1.2 a Bank or any holding company of such Bank incurs a cost as a
              result of such Bank's entering into or assuming or maintaining a
              commitment or performing its obligations under the Finance
              Documents; or

       13.1.3 there is any increase in the cost to a Bank or any holding company
              of such Bank of funding or maintaining such Bank's share of the
              Revolving Advances or any Unpaid Sum,

       then the Borrowers (acting through the Relevant Obligor) shall, within
       three Business Days of a demand of the Agent, pay to the Agent for the
       account of that Bank amounts sufficient to indemnify that Bank or to
       enable that Bank to indemnify its holding company from and against, as
       the case may be, (i) such reduction in the rate of return of capital,
       (ii) such cost or (iii) such increased cost.

13.2   INCREASED COSTS CLAIMS

       A Bank intending to make a claim pursuant to Clause 13.1 (Increased
       Costs) shall notify the Agent of the event giving rise to such claim,
       whereupon the Agent shall notify the Relevant Obligor thereof.

13.3   EXCLUSIONS

       Notwithstanding the foregoing provisions of this Clause 13, no Bank shall
       be entitled to make any claim under this Clause 13 in respect of any
       reduction in the rate of return on capital, cost or increased cost:

       13.3.1 attributable to a deduction or withholding for or on account of
              tax from a payment under a Finance Document required by law to be
              made by an Obligor and compensated for pursuant to the provisions
              of Clause 11.1 (Tax Gross-Up) (or would have been compensated for
              under Clause 11.1 (Tax Gross-Up) but was not so compensated solely
              because of Clause 11.5 (Excluded Claims) or Clause 11.6 (Treaty
              Lenders));

       13.3.2 compensated by Clause 11.2 (Tax Indemnity) (or would have been
              compensated for under Clause 11.2 (Tax Indemnity) but was not so
              compensated solely because of one of the exclusions set out in
              sub-clauses 11.2.1 to 11.2.4 of Clause 11.2 (Tax Indemnity));

       13.3.3 compensated by the Mandatory Cost Rate; or

       13.3.4 attributable to the wilful breach by the relevant Finance Party or
              its affiliates of any law or regulation.


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14.    ILLEGALITY

       If, at any time, it is or will become unlawful for a Bank to make, fund
       or allow to remain outstanding all or part of its share of the Revolving
       Advances, then that Bank shall, promptly after becoming aware of the
       same, deliver to the Relevant Obligor through the Agent a notice to that
       effect and:

       14.1.1 such Bank shall not thereafter be obliged to participate in the
              making of any Revolving Advances and the amount of its Available
              Commitment shall be immediately reduced to zero; and

       14.1.2 if the Agent on behalf of such Bank so requires, each Borrower
              which has drawn a Revolving Advance shall no later than the last
              day permitted by law repay such Bank's share of any outstanding
              Revolving Advances together with accrued interest thereon and all
              other amounts owing to such Bank under the Finance Documents.

15.    MITIGATION

       If, in respect of any Bank, circumstances arise which would or would upon
       the giving of notice result in:

       15.1.1 an increase in any sum payable to it or for its account pursuant
              to Clause 11.1 (Tax Gross-up);

       15.1.2 a claim for indemnification pursuant to Clause 11.2 (Tax
              Indemnity) or Clause 13.1 (Increased Costs); or

       15.1.3 the reduction of its Available Commitment to zero or any repayment
              to be made pursuant to Clause 14 (Illegality),

       then, without in any way limiting, reducing or otherwise qualifying the
       rights of such Bank or the obligations of the Obligors or the Relevant
       Obligor under any of the Clauses referred to above, such Bank shall
       promptly upon becoming aware of such circumstances notify the Agent
       thereof and, in consultation with the Agent and the Relevant Obligor and
       to the extent that it can do so lawfully, take reasonable steps
       (including a change of location of its Facility Office or the transfer of
       its rights, benefits and obligations under the Finance Documents to
       another financial institution acceptable to the Relevant Obligor and
       willing to participate in the Revolving Facility) to mitigate the effects
       of such circumstances, PROVIDED THAT such Bank shall be under no
       obligation to take any such action if, in the opinion of such Bank, to do
       so might have any adverse effect upon its business, operations or
       financial condition (other than any minor costs and expenses of an
       administrative nature).

16.    REPRESENTATIONS

16.1   REPRESENTING PARTIES

       16.1.1 Each Obligor makes the representations and warranties set out in
              Clause 16.2 (Status and Due Authorisation) to Clause 16.10 (No
              Material Proceedings),

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              Clause 16.13 (No Material Adverse Change), Clause 16.17
              (Environmental Compliance) to Clause 16.21 (Execution of this
              Agreement) and Clause 16.23 (Licences and Consents) to Clause
              16.26 (Security Interest) with respect to itself.

       16.1.2 Each of the Original Borrower and, on and after the date on which
              it becomes a party hereto, the CWC Parent, makes the
              representations and warranties set out in Clause 16.2 (Status and
              Due Authorisation) to Clause 16.11 (Audited Financial Statements),
              Clause 16.13 (No Material Adverse Change), Clause 16.14 (Full
              Disclosure), Clause 16.17 (Environmental Compliance) to Clause
              16.21 (Execution of this Agreement), Clause 16.23 (Licences and
              Consents) to Clause 16.26 (Security Interest), Clause 16.28
              (Scheme Information) and Clause 16.30 (Existing Target
              Indebtedness) with respect to itself.

       16.1.3 The Original Borrower on and after the Acquisition Date and, on
              and after the date on which it becomes a party hereto, the CWC
              Parent, makes the representations and warranties set out in Clause
              16.8 (No Winding Up) to Clause 16.10 (No Material Proceedings),
              Clause 16.17 (Environmental Compliance) to Clause 16.20 (No
              Loans), Clause 16.23 (Licences and Consents) to Clause 16.26
              (Security Interest) and Clause 16.28 (Scheme Information) to
              Clause 16.30 (Existing Target Indebtedness) with respect to each
              member of the Target Group.

              In addition, the Original Borrower makes the representations and
              warranties set out in Clause 16.12 (Original Financial Statements)
              and Clause 16.13 (No Material Adverse Change) with respect to each
              member of the Target Group and makes the representations and
              warranties set out in sub-clause 16.15.3 of Clause 16.15 (Business
              Plan and Information Memorandum) and Clause 16.32 (Initial
              Guarantors).

       16.1.4 The Parent makes the representations and warranties set out in:

              (a)    Clause 16.2 (Status and Due Authorisation) to Clause 16.11
                     (Audited Financial Statements), Clause 16.13 (No Material
                     Adverse Change) to Clause 16.26 (Security Interest), Clause
                     16.27 (Group Structure) and Clause 16.28 (Scheme
                     Information) in respect of itself; and

              (b)    Clause 16.8 (Winding Up) to Clause 16.10 (No Material
                     Proceedings), Clause 16.17 (Environmental Compliance) to
                     Clause 16.20 (No Loans) and Clause 16.23 (Licences and
                     Consents) to Clause 16.27 (Group Structure) with respect to
                     each member of the UK Group.

       16.1.5 NTL CC makes the representations and warranties set out in Clause
              16.2 (Status and Due Authorisation), Clause 16.5 (Validity and
              Admissibility in Evidence) to Clause 16.8 (No Winding-Up) and
              Clause 16.21 (Execution of this Agreement) with respect to itself.


                                      -69-
<PAGE>   73
        Each of the Parent, the CWC Parent, NTL CC and each Obligor acknowledges
        that the Finance Parties have entered into the Finance Documents in
        reliance on those representations and warranties.

16.2   STATUS AND DUE AUTHORISATION

       It is duly organised under the laws of the jurisdiction in which it is
       established or incorporated with power to enter into each of the Finance
       Documents to which it is a party and to exercise its rights and perform
       its obligations thereunder and all corporate and other action required to
       authorise its execution of each of the Finance Documents to which it is a
       party and its performance of its obligations thereunder has been duly
       taken. No limit on its powers will be exceeded as a result of the
       borrowings, granting of security or giving of guarantees contemplated by
       the Finance Documents to which it is a party.

16.3   NO DEDUCTIONS OR WITHHOLDING

       Under the laws of the jurisdiction in which it is established or
       incorporated in force at the date hereof, it will not be required to make
       any deduction or withholding from any payment it may make under any
       Finance Document to any Bank which is a Qualifying Lender (assuming in
       the case of a Treaty Lender, that it has secured a direction from the UK
       Inland Revenue to pay interest gross).

16.4   NO IMMUNITY

       In any proceedings taken in the jurisdiction in which it is incorporated
       or established in relation to any Finance Document to which it is party,
       it is not entitled to claim for itself or any of its assets immunity from
       suit, execution, attachment or other legal process.

16.5   VALIDITY AND ADMISSIBILITY IN EVIDENCE

       All acts, conditions and things required to be done, fulfilled and
       performed in order:

       16.5.1 to enable it lawfully to enter into, exercise its rights under and
              perform and comply with the obligations expressed to be assumed by
              it in each of the Finance Documents to which it is party;

       16.5.2 to ensure that the obligations expressed to be assumed by it in
              each such Finance Document are legal, valid and (subject to the
              Reservations) binding and enforceable; and

       16.5.3 (subject to the Reservations) to make each such Finance Document
              admissible in evidence in England,

       have been done, fulfilled and performed (other than (a) the registration
       of the Encumbrances created by the Security Documents with the Registrar
       of Companies under Sections 395 and 398 of the Companies Act 1985, and in
       respect of the Principal Property situated in England and Wales, under
       Section 2 of the Land Charges Act 1972 and Section 26 of the Land
       Registration Act 1925, in respect of the Principal Property situated in
       Scotland, in the Land Register of Scotland or the General Register of
       Sasines and in respect of the Principal Property situated in Northern
       Ireland in the

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<PAGE>   74
       Land Registry of Northern Ireland or the Registry of Deeds in Belfast or
       any similar registrations required in any applicable jurisdiction, (b)
       the giving of any notices in respect of any contracts being assigned
       pursuant to the Security Documents and (c) the obtaining of any consents
       referred to in Clause 19.15 (Consents and Properties).

16.6   NO FILING OR STAMP TAXES

       Under the laws of the jurisdiction in which it is incorporated or
       established in force at the date hereof, it is not necessary that any of
       the Finance Documents to which it is a party be filed, recorded or
       enrolled with any court or other authority in such jurisdiction or that
       any stamp, registration or similar tax be paid on or in relation to any
       Finance Document other than the entries in public registries referred to
       in Clause 16.5 (Validity and Admissibility in Evidence) and fixed duties
       on assignments by way of security.

16.7   BINDING OBLIGATIONS

       The obligations expressed to be assumed by it in each Finance Document to
       which it is expressed to be a party are legal and valid obligations and
       (subject to the Reservations) binding on it and enforceable against it in
       accordance with the terms thereof.

16.8   NO WINDING-UP

       No Obligor, no member of the UK Group or (as the case may be) no member
       of the Target Group, has taken any corporate action nor have any other
       steps been taken or legal proceedings been started and served or (to the
       best of its knowledge and belief) threatened against any Obligor, any
       member of the UK Group or (as the case may be) any member of the Target
       Group, for its winding-up, dissolution, administration or re-organisation
       or for the appointment of a receiver, administrator, administrative
       receiver, trustee or similar officer of it or of any or all of its assets
       or revenues (other than for the purpose of a solvent reconstruction or
       amalgamation of such Obligor, such member of the UK Group or (as the case
       may be) such member of the Target Group (where such would not cause any
       breach of this Agreement) or for the purpose of the transfer of all or
       part of the business and assets of any Obligor, any member of the UK
       Group or (as the case may be) any member of the Target Group to any other
       Obligor, member of the UK Group or (as the case may be) member of the
       Target Group respectively (PROVIDED THAT such transfer is permitted under
       the terms of this Agreement)) and (save in the case of any action, steps
       or proceedings relating to the appointment of an administrator) other
       than where the relevant action, steps or proceedings are frivolous or
       vexatious or being contested in good faith by appropriate legal action
       and such action, steps or proceedings are discontinued (in any such case)
       within 30 days of commencement.

16.9   NO MATERIAL DEFAULTS

       No Obligor, no member of the UK Group or (as the case may be) no member
       of the Target Group, is in breach of or in default under any agreement to
       which it is a party (including, without limitation, the Material
       Commercial Contracts) or which is binding on it or any of its assets and
       no party has terminated or is entitled to terminate (on the

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<PAGE>   75
       basis of any breach of or default thereunder) any such agreement, to an
       extent or in a manner which could reasonably be expected to have a
       Material Adverse Effect.

16.10  NO MATERIAL PROCEEDINGS

       No action or administrative proceeding of or before any court, arbitrator
       or agency (including, but not limited to, investigative proceedings)
       which could reasonably be expected to have a Material Adverse Effect has
       been started or threatened against it or any of its assets.

16.11  AUDITED FINANCIAL STATEMENTS

       Its most recent consolidated audited financial statements, excluding for
       the purposes of this Clause 16.11, the Original Financial Statements in
       relation to the Target:

       16.11.1 were prepared in accordance with accounting principles generally
               accepted in its jurisdiction of incorporation and consistently
               applied;

       16.11.2 disclose, in the case of the audited financial statements of the
               Original Borrower, all material liabilities (contingent or
               otherwise) and all material unrealised or anticipated losses of
               the Original Borrower and its consolidated subsidiaries, and in
               all other cases, all material liabilities (contingent or
               otherwise) and all material unrealised or anticipated losses of
               any member of the UK Group or, as the case may be, any member of
               the Target Group; and

       16.11.3 save as disclosed therein, give a true and fair view of the
               financial condition and operations of, as the case may be, the
               Original Borrower and its consolidated subsidiaries, the UK Group
               or, as the case may be, the Target Group during the relevant
               financial year.

16.12  ORIGINAL FINANCIAL STATEMENTS

       Save as disclosed in the Disclosure Letter, the financial statements of
       the Target referred to in paragraph (c) of the definition of Original
       Financial Statements, to the best of its knowledge and belief:

       16.12.1 were prepared in accordance with accounting principles generally
               accepted in England and Wales and consistently applied;

       16.12.2 disclose all material liabilities (contingent or otherwise) and
               all material unrealised or anticipated losses of the Target and
               the CWC ConsumerCo Business; and

       16.12.3 save as disclosed therein, give a true and fair view of the
               financial condition and operations of the Target and the CWC
               ConsumerCo Business during the period to which such financial
               statements relate.

16.13  NO MATERIAL ADVERSE CHANGE

       Since the date as at which its most recent audited financial statements
       (where required by Clause 17.1 (Annual Statements), consolidated, in the
       case of the Parent and the CWC Parent) were stated to be prepared, there
       has been no change in its business or financial condition or, in the case
       of the Parent, in the business or financial condition

                                      -72-
<PAGE>   76
       of any member of the UK Group or of the UK Group taken as a whole or, in
       the case of the CWC Parent, in the business or financial condition
       of any member of the Target Group or of the Target Group taken as a whole
       which, in each case, could reasonably be expected to have a Material
       Adverse Effect.

16.14  FULL DISCLOSURE

       It is not aware of any material facts or circumstances that have not been
       disclosed to the Finance Parties originally party hereto and which would,
       in its reasonable opinion, if disclosed, adversely affect the decision of
       a person considering whether or not to provide finance for the purposes
       set out in Clauses 2.2 (Purpose prior to Pushdown) and 2.3 (Purpose after
       Pushdown) on the terms of the Finance Documents.

16.15  BUSINESS PLAN AND INFORMATION MEMORANDUM

       The Parent:

       16.15.1 does not regard any of the forecasts or projections set out in
               the Business Plan as unreasonable or, to any material extent,
               unattainable;

       16.15.2 considers (having made all reasonable enquiries) the assumptions
               upon which the forecasts and projections contained in the
               Business Plan are based to be fair and reasonable in all material
               respects; and

       16.15.3 confirms that the factual information contained in the
               Information Memorandum and any other factual written information
               supplied by any member of the UK Group or any member of the
               Target Group (in the latter case, supplied after the Acquisition
               Date or, if supplied before the Acquisition Date, supplied with
               the Parent's knowledge) to the Agent, the Arrangers and the Banks
               in connection herewith is (in the case of any such information
               supplied by any member of the Target Group, to the best of its
               knowledge and belief) true, complete and accurate in all material
               respects.

16.16  BUDGETS

       It:

       16.16.1 regards (as at the date each Budget is delivered to the Agent) as
               neither unreasonable, nor to any material extent unattainable,
               any of the forecasts or projections set out in the latest Budget
               delivered under Clause 17.5 (Budgets);

       16.16.2 believes (having made all reasonable enquiries) the assumptions,
               upon which the forecasts and projections in relation to the CWC
               ConsumerCo Business contained in the latest Budget delivered
               under Clause 17.5 (Budgets) are based, to be fair and reasonable;
               and

       16.16.3 has, to the best of its knowledge and belief (having made all
               reasonable efforts to make due and careful enquiry), made full
               disclosure of all material facts relating to the CWC ConsumerCo
               Business to all the persons responsible for the preparing of the
               latest Budget delivered under Clause 17.5 (Budgets).


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<PAGE>   77
16.17  ENVIRONMENTAL COMPLIANCE

       The Original Borrower, each member of the UK Group and (to the best of
       its knowledge and belief) each member of the Target Group has complied in
       all material respects with all Environmental Law and obtained and
       maintained any Environmental Permits breach of which or, as the case may
       be, failure to obtain or maintain which, could reasonably be expected to
       have a Material Adverse Effect.

16.18  ENVIRONMENTAL CLAIMS

       No Environmental Claim has been commenced or (to the best of its
       knowledge and belief) is threatened against the Original Borrower, any
       member of the UK Group or any member of the Target Group where such claim
       would be reasonably likely, if determined against the Original Borrower
       or such member of the UK Group or the Target Group, to have a Material
       Adverse Effect.

16.19  NO ENCUMBRANCES

       Save (in each case) for Permitted Encumbrances, no Encumbrance exists
       over all or any of its present or future revenues or assets and, in the
       case of the Parent, over all or any of the present or future revenues or
       assets of any other member of the UK Group and, in the case of the
       Original Borrower and the CWC Parent, over all or any of the present or
       future revenues or assets of any other member of the Target Group.

16.20  NO LOANS

       Save (in each case) for Permitted Loans and Guarantees, neither the
       Original Borrower, any member of the UK Group nor (to the best of its
       knowledge and belief) any member of the Target Group has made any loans
       or granted any credit or other financial accommodation which is or are
       outstanding.

16.21  EXECUTION OF THIS AGREEMENT

       Its execution of each Finance Document to which it is a party and the
       performance of its obligations thereunder do not and will not:

       16.21.1 conflict with any agreement, mortgage, bond or other instrument
               or treaty to which it is party or which is binding upon it or any
               of its assets in a manner that could reasonably be expected to
               have a Material Adverse Effect;

       16.21.2 conflict with its constitutive documents and rules and
               regulations; or

       16.21.3 conflict with any applicable law.

16.22  OWNERSHIP OF THE PARENT

       The Parent is a wholly-owned subsidiary of NTL Holdings, and no persons
       or group of connected persons (as construed in accordance with Clause
       10.8 (Mandatory Prepayment due to Change in Control)) has control (as
       construed in accordance with Clause 10.8 (Mandatory Prepayment due to
       Change in Control)) of NTL Holdings.

16.23  LICENCES AND CONSENTS

       It and, in the case of the Parent, each member of the UK Group and, in
       the case of the Original Borrower and the CWC Parent, each member of the
       Target Group has, at all

                                      -74-
<PAGE>   78
       relevant times, obtained all material licences (including, without
       limitation, the Licences), permissions, authorisations and consents (each
       an "APPROVAL") required for the conduct of its business as carried on
       from time to time, and all such approvals are valid and subsisting save
       in any such case where failure to obtain such an approval or the
       invalidity of such an approval or its failure to subsist could not
       reasonably be expected to have a Material Adverse Effect and to the best
       of its knowledge and belief (having made, with respect to the UK Group
       only, due and careful enquiry) there has been no act or omission on the
       part of it or, as the case may be, any Target Group member or any UK
       Group member, which is likely to give rise to the enforcement,
       revocation, material amendment, suspension, withdrawal or avoidance of
       any of the approvals or any of the material terms or conditions thereof,
       which enforcement, revocation, amendment, withdrawal, suspension or
       avoidance could reasonably be expected to have a Material Adverse Effect.

16.24  GOVERNMENT OR REGULATORY AUTHORITY INQUIRY

       Neither it nor, in the case of the Parent, any member of the UK Group
       nor, in the case of the Original Borrower and the CWC Parent, any member
       of the Target Group, has to the best of its knowledge and belief (having
       made with respect to the UK Group only, due and careful enquiry) received
       any notice or communication which has not been disclosed to the Agent on
       or prior to the date hereof from, or is aware of, any inquiry,
       investigation or proceeding on the part of any government, court or
       regulatory agency or authority the effect of which, in any such case,
       could reasonably be expected to have a Material Adverse Effect.

16.25  INTELLECTUAL PROPERTY

       It is not aware of any adverse circumstance relating to the validity,
       subsistence or use of any of its and, in the case of the Original
       Borrower and the CWC Parent, any member of the Target Group's and, in the
       case of the Parent, any member of the UK Group's Intellectual Property
       which could reasonably be expected to have a Material Adverse Effect.

16.26  SECURITY INTEREST

        16.26.1 Subject (in each case) to the Reservations, each Security
                Document creates the security interest which that Security
                Document purports to create or, if that Security Document
                purports to evidence a security interest, accurately evidences a
                security interest which has been validly created and each
                security interest ranks in priority (save in respect of, if and
                to the extent applicable, Permitted Encumbrances) as specified
                in the Security Document creating or evidencing that interest.

        16.26.2 Save as disclosed in the Disclosure Letter, the shares of any UK
                Group or Target Group member which are subject to an Encumbrance
                under the Security Documents are fully paid and not subject to
                any option to purchase or similar rights and the constitutional
                documents of any such UK Group or Target Group member do not and
                could not restrict or inhibit (whether


                                      -75-
<PAGE>   79
                absolutely, partly, under a discretionary power or otherwise)
                any transfer of such shares pursuant to enforcement of the
                Security Documents.

16.27   GROUP STRUCTURE

        The corporate structure of the UK Group and the NTL Holding Group set
        out in the Group Structure Chart delivered pursuant to Clause 2.5
        (Conditions Precedent) and the corporate structure of the UK Group, the
        Target Group and the NTL Holding Group set out in any Group Structure
        Chart delivered to the Agent pursuant to Clause 19.37 (Revised Group
        Structure) is true, complete and accurate, in each case as at the date
        of its delivery to the Agent.

16.28   SCHEME INFORMATION

        The CWC Circular contains all the material terms of the Scheme and the
        information contained in the CWC Circular relating to the Group (other
        than the Target Group), and the Scheme and, to the best of its knowledge
        and belief, the CWC ConsumerCo Business is true, complete and accurate
        in all material respects on its date of despatch. An office copy of the
        order of the court sanctioning the Scheme under Section 425 was filed
        with the Registrar of Companies for registration pursuant to sub-section
        3 of Section 425 on 12 May 2000.

16.29   THE SCHEME

        In relation to the Scheme:

        16.29.1 no step has been taken which has increased (or may in the future
                increase) the offer price under the Scheme beyond the level
                specified in the CWC Circular;

        16.29.2 no modification, variation or amendment of a material nature has
                been made to, and no waiver has been granted in respect of, any
                of the conditions set out in Appendix 2 to the CWC Circular or
                in the Transaction Agreement;

        16.29.3 no press release or other publicity, the text of which has not
                previously been agreed with the Agent, which makes reference to
                the Revolving Facility or to some or all of the Finance Parties
                has been issued or allowed to be issued; and

        16.29.4 in all material respects relevant in the context of the Scheme,
                it and each of its affiliates (as relevant) has complied with
                the Code, the Financial Services Act 1986, the Companies Act
                1985 and all other applicable laws and regulations.

16.30   EXISTING TARGET INDEBTEDNESS

        To the best of its knowledge and belief:

        16.30.1 the Financial Indebtedness of the CWC Parent and its
                subsidiaries comprises:

                (a)     the Financial Indebtedness set out in paragraphs (a) to
                        (n) of the definition of Existing Target Indebtedness;
                        and

                (b)     the Financial Indebtedness in respect of the Existing
                        Performance Bonds referred to in paragraphs (a) and (b)
                        of the definition thereof;


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<PAGE>   80
         16.30.2  there are no contractual provisions in any document
                  constituting such Existing Target Indebtedness or the Existing
                  Performance Bonds or in any other document to which the CWC
                  Parent or any of its subsidiaries are party, or which is
                  binding on the CWC Parent or any of its subsidiaries (or any
                  of their assets) which will prevent compliance with Clause
                  19.17 (Post-Acquisition Date Security).

16.31    EXISTING GROUP INDEBTEDNESS

         16.31.1  NTL UK owes no Financial Indebtedness to any other members of
                  the NTL Holding Group, other than NTL CC.

         16.31.2  The Parent owes no Financial Indebtedness to any members of
                  the NTL Holding Group, other than NTL UK.

16.32    INITIAL GUARANTORS

         The aggregate EBITDA of the members of the Target Group listed in
         Schedule 13 (Members of the Target Group Granting Security) for the
         financial year ended 31 March 1999 equal or exceeds 90% of the
         aggregate EBITDA of the CWC ConsumerCo Business for that financial
         year.

16.33    REPETITION OF REPRESENTATIONS

         The Repeated Representations shall (to the extent applicable) be deemed
         to be repeated by the Original Borrower, the CWC Parent (on and after
         the date on which it becomes a party hereto) the Parent, the Obligors
         and NTL CC on each date on which a Revolving Advance is or is to be
         made and on each date on which a company becomes an Additional Obligor,
         and to the extent that the representations set out in sub-clause
         16.15.3 of Clause 16.15 (Business Plan and Information Memorandum)
         relate to the Information Memorandum, such shall be deemed to be made
         on the date that the Information Memorandum is approved by each of the
         Original Borrower and the Parent and (save as otherwise disclosed by
         the Parent, in writing to the Agent, prior to the Syndication Date) on
         the Syndication Date.

17.      FINANCIAL INFORMATION

17.1     ANNUAL STATEMENTS

         17.1.1   The Parent shall as soon as the same become available, but in
                  any event within 120 days after the end of each of its
                  financial years, deliver to the Agent in sufficient copies for
                  the Banks the consolidated financial statements of the UK
                  Group for such financial year, audited by an internationally
                  recognised firm of independent auditors licensed to practise
                  in England and Wales.

         17.1.2   In respect of any of its financial years which end before the
                  Pushdown Date, the CWC Parent shall as soon as the same become
                  available, but in any event within 180 days after the end of
                  each of those financial years, deliver to the Agent in
                  sufficient copies for the Banks the consolidated financial
                  statements of the Target Group for such financial year,
                  audited by an internationally recognised firm of independent
                  auditors licensed to practise in England and Wales.


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<PAGE>   81
17.2     QUARTERLY STATEMENTS

         17.2.1   The Parent shall as soon as the same become available, but in
                  any event within 60 days after the end of each Financial
                  Quarter, deliver to the Agent in sufficient copies for the
                  Banks the unaudited consolidated financial statements of the
                  UK Group for such period.

         17.2.2   In respect of any Financial Quarter which ends before the
                  Pushdown Date, the CWC Parent shall as soon as the same become
                  available, but in any event within 60 days after the end of
                  each of those Financial Quarters, deliver to the Agent in
                  sufficient copies for the Banks the unaudited consolidated
                  financial statements of the Target Group for such period.

17.3     REQUIREMENTS AS TO FINANCIAL STATEMENTS

         The Parent and the CWC Parent shall ensure that each set of financial
         statements delivered by it pursuant to this Clause 17 is:

         17.3.1   certified by one of its Authorised Signatories as giving a
                  true and fair view of, in the case of the Parent, the
                  consolidated financial condition of the UK Group and, in the
                  case of the CWC Parent, the consolidated financial condition
                  of the Target Group as at the end of the period to which those
                  financial statements relate and of the results of the UK
                  Group's or, as the case may be, the Target Group's operations
                  during such period; and

         17.3.2   accompanied by a comparison to the Business Plan projections
                  (as updated by the relevant Budget) for the financial year or,
                  as the case may be, Financial Quarter, to which those
                  financial statements relate.

17.4     COMPLIANCE CERTIFICATES

         The Parent and the CWC Parent shall ensure that each set of
         consolidated financial statements delivered by it pursuant to Clause
         17.1 (Annual Statements) or Clause 17.2 (Quarterly Statements) is
         accompanied by a Compliance Certificate signed by two of its Authorised
         Signatories.

17.5     BUDGETS

         The Parent shall, as soon as the same become available, and in any
         event no later than 60 days after the beginning of each of its
         financial years, deliver to the Agent in sufficient copies for the
         Banks an annual budget (in a form agreed with the Agent and, for the
         purpose of this Clause 17.5, assuming that the Pushdown has been
         completed) prepared by reference to each Financial Quarter in respect
         of such financial year including:

         17.5.1   forecasts of projected disposals (including timing and amount
                  thereof) on a consolidated basis of the UK Group (including,
                  prior to the Pushdown Date, the Target Group) for such
                  financial year;

         17.5.2   projected annual profit and loss accounts (including projected
                  turnover and operating costs) and projected balance sheets and
                  cash flow statements, together with the main operating
                  assumptions relating thereto, on a quarterly

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<PAGE>   82
                  basis, for such financial year on a consolidated basis for the
                  UK Group (including, prior to the Pushdown Date, the Target
                  Group);

         17.5.3   revisions to the projections set out in the Business Plan,
                  together with the main operating assumptions relating thereto,
                  for such financial year until the Final Maturity Date, based
                  on the financial condition and performance and prospects of
                  the UK Group (including, prior to the Pushdown Date, the
                  Target Group) at such time;

         17.5.4   projected Permitted Payments to be made during such financial
                  year and the (in respect of paragraph (c) of the definition of
                  Permitted Payments) related Financial Indebtedness of the
                  relevant members of the NTL Holding Group to which those
                  Permitted Payments will relate;

         17.5.5   projected Capital Expenditure to be incurred on a quarterly
                  basis for such financial year on a consolidated basis for the
                  UK Group (including, prior to the Pushdown Date, the Target
                  Group);

         17.5.6   projected EBIT and EBITDA as at the end of each Financial
                  Quarter in such financial year, for the UK Group and (prior to
                  the Pushdown Date) the Target Group; and

         17.5.7   a qualitative analysis and commentary from the management on
                  its proposed activities for such financial year.

         The Parent shall provide the Agent with details of any material changes
         in the projections delivered under this Clause 17.5 as soon as
         reasonably practicable after it becomes aware of any such change.

17.6     HEDGING

         The Parent will promptly notify the Agent upon either it or any member
         of the UK Group and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall, prior to the Pushdown Date, promptly
         notify the Agent upon either it or any member of the Target Group
         entering into any Hedging Agreement.

17.7     ASSET PASSTHROUGHS AND FUNDING PASSTHROUGHS

         The Parent (in the case of an Asset Passthrough or a UK Group Funding
         Passthrough) or the CWC Parent (in the case of a Target Group Funding
         Passthrough) shall, at least five Business Days prior to effecting
         either an Asset Passthrough or a Funding Passthrough provide the Agent
         with:

         17.7.1   written notice of the proposed Asset Passthrough or Funding
                  Passthrough;

         17.7.2   a summary of the steps to be implemented in connection with
                  the proposed Asset Passthrough or Funding Passthrough;

         17.7.3   a certificate from an Authorised Signatory of the Parent or,
                  as the case may be, the CWC Parent, confirming that the
                  proposed Asset Passthrough or

                                      -79-
<PAGE>   83
                  Funding Passthrough will satisfy all of the requirements of
                  the definition thereof; and

         17.7.4   such other information in relation to the proposed Asset
                  Passthrough or Funding Passthrough as the Agent may reasonably
                  request.

17.8     UK GROUP FUNDING PAYMENT

         The Original Borrower shall, at least five Business Days prior to it
         making a payment to NTL Inc. to allow a UK Group Funding Payment to be
         made, provide the Agent with a certificate signed by one of its
         Authorised Signatories:

         17.8.1   specifying the amount of the proposed payment; and

         17.8.2   demonstrating that the Original Borrower and the members of
                  the Target Group will, after that payment has been made, have
                  sufficient working capital (in the form of either cash or the
                  ability to utilise the Available Working Capital Amount under
                  the Revolving Facility) to meet their working capital
                  requirements in accordance with the Business Plan.

17.9     OTHER FINANCIAL INFORMATION

         Each Obligor shall, the Parent shall procure that each member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall procure that each member of the Target
         Group shall from time to time on the request of the Agent, furnish the
         Agent with such information about the business, condition (financial or
         otherwise), operations, performance, properties or prospects of,
         respectively, such Obligor, the UK Group and the Target Group as the
         Agent or any Bank (through the Agent) may reasonably require PROVIDED
         THAT neither the Parent, the CWC Parent nor any Obligor shall be under
         any obligation to supply any information the supply of which would be
         contrary to any confidentiality obligation binding on it.

17.10    ACCOUNTING POLICIES

         The Parent and the CWC Parent shall ensure that each set of financial
         statements delivered pursuant to this Clause 17 is prepared using
         accounting policies, practices, procedures and reference period
         consistent with those applied in the preparation of the Original
         Financial Statements unless, in relation to any such set of financial
         statements, the Parent or the CWC Parent notifies the Agent that there
         have been one or more changes in any such accounting policies,
         practices, procedures or reference period and:

         17.10.1  the auditors of the Parent or the CWC Parent provide:

                  (a)      a description of the changes and the adjustments
                           which would be required to be made to those financial
                           statements in order to cause them to use the
                           accounting policies, practices, procedures and
                           reference period upon which the relevant Original
                           Financial Statements were prepared; and

                  (b)      sufficient information, in such detail and format as
                           may be reasonably required by the Agent, to enable
                           the Banks to make an accurate

                                      -80-
<PAGE>   84
                           comparison between the financial position indicated
                           by those financial statements and the relevant
                           Original Financial Statements,

                  in which case any reference in this Agreement to those
                  financial statements shall be construed as a reference to
                  those financial statements as adjusted to reflect the basis
                  upon which the relevant Original Financial Statements were
                  prepared; or

         17.10.2  the CWC Parent or, as the case may be, the Parent also
                  notifies the Agent that it is no longer practicable to test
                  compliance with the financial condition set out in either
                  Clause 18.1 (Target Group Financial Condition) or Clause 18.2
                  (UK Group Financial Condition) against the financial
                  statements received in which case:

                  (a)      the Agent and the CWC Parent or, as the case may be,
                           the Parent shall enter into negotiations with a view
                           to agreeing alternative financial conditions to
                           replace those contained in either Clause 18.1 (Target
                           Group Financial Condition) or Clause 18.2 (UK Group
                           Financial Condition) in order to maintain a
                           consistent basis for such financial covenants; and

                  (b)      if, after three months commencing on the date of the
                           notice given to the Agent pursuant to this sub-clause
                           17.10.2, the Agent and the CWC Parent or, as the case
                           may be, the Parent cannot agree alternative financial
                           conditions which are acceptable to an Instructing
                           Group, the Agent shall refer the matter to such
                           internationally recognised accounting firm as may be
                           agreed between either the CWC Parent or the Parent
                           and an Instructing Group for determination of the
                           adjustments required to be made to such financial
                           statements or the calculation of such ratios to take
                           account of such change, such determination to be
                           binding on the parties hereto, provided that pending
                           such determination the CWC Parent and the Parent
                           shall continue to prepare financial statements and
                           calculate such ratios in accordance with sub-clause
                           17.10.1 above.

17.11    GENERAL INFORMATION

         17.11.1  The Parent shall, as soon as reasonably practicable, furnish
                  the Agent with such general information as it or any member of
                  the UK Group is required by law to supply or make available to
                  its (or such member of the UK Group's) (a) shareholders (in
                  their capacity as such) or (b) creditors generally or any
                  class thereof.

         17.11.2  Prior to the Pushdown Date, the CWC Parent shall, as soon as
                  reasonably practicable, furnish the Agent with such general
                  information as it or any member of the Target Group is
                  required by law to supply or make available to its (or such
                  member of the Target Group's) (a) shareholders (in their
                  capacity as such) or (b) creditors generally or any class
                  thereof.


                                      -81-
<PAGE>   85
17.12    LITIGATION AND GOVERNMENT OR REGULATORY ENQUIRY

         NTL CC (in respect of itself), the Parent (in respect of itself and
         each other member of the UK Group) and, prior to the Pushdown Date, the
         CWC Parent (in respect of itself and each other member of the Target
         Group) shall advise the Agent forthwith of the details of:

         17.12.1  any litigation, arbitration or administrative proceedings
                  pending or threatened against it or, as the case may be, any
                  other member of the UK Group or the Target Group which could
                  reasonably be expected to result in liability of it or, as the
                  case may be, such other member of the UK Group or the Target
                  Group in an amount in excess of L5,000,000 (or its
                  equivalent); and

         17.12.2  any notice or communication received by it or, as the case may
                  be, any other member of the UK Group or the Target Group from,
                  or any actual or potential enquiry, investigation or
                  proceedings commenced by, any government, court or regulatory
                  agency or authority, if such notice, communication, enquiry,
                  investigation or proceedings could reasonably be expected to
                  have a Material Adverse Effect.

17.13    ACQUISITION INFORMATION

         The Parent (in the case of the UK Group) and the Original Borrowers or
         the CWC Parent (in the case of the Target Group) shall from time to
         time, on the request of the Agent, provide the Agent with any material
         information in the possession of any member of either the NTL Holding
         Group, the UK Group or (after the Acquisition Date) the Target Group
         relating to the Acquisition and/or the Scheme as the Agent may
         reasonably request provided that the Parent, the Original Borrower and
         the CWC Parent shall be under no obligation to supply any information
         the supply of which would be contrary to any confidentiality obligation
         binding on it or on any member of the NTL Holding Group, the UK Group
         or the Target Group.

17.14    WORKING CAPITAL FACILITY DRAWDOWN

         The Parent shall, at the same time as it delivers a notice of drawdown
         under the Working Capital Facility, deliver a copy thereof to the
         Agent.

18.      FINANCIAL CONDITION

18.1     TARGET GROUP FINANCIAL CONDITION

         Each of the Original Borrower and, on and after the date it becomes a
         party hereto, the CWC Parent shall, prior to the Pushdown Date, ensure
         that the financial condition of the Target Group (which shall, for the
         purposes of this Clause 18.1 be deemed to include the Original
         Borrower) shall be such that:

         18.1.1   Ratio of Target Group Net Senior Debt to Annualised EBITDA

                  The ratio of the Target Group Net Senior Debt on each of the
                  Quarter Dates specified in column one below to the Annualised
                  EBITDA of the Target Group for the Relevant Period ended on
                  that date shall be no greater than the ratio set out in column
                  two below corresponding to that date.


                                      -82-
<PAGE>   86
<TABLE>
<CAPTION>

                                 COLUMN ONE                                  COLUMN TWO
                                QUARTER DATE                  TARGET GROUP NET SENIOR DEBT: ANNUALISED
                                                                               EBITDA
<S>                                                            <C>
                  31 December 2000                                           27.50:1.0
                  31 March 2001                                              23.50:1.0
                  30 June 2001                                               19.00:1.0
</TABLE>


         18.1.2   Target Group Net Senior Interest Cover Ratio

                  The ratio of the EBITDA of the Target Group for each Relevant
                  Period ended on the Quarter Dates specified in column one
                  below to the Target Group Net Cash Senior Finance Charges for
                  that Relevant Period shall be equal to or greater than the
                  ratio set out in column two below corresponding to that date.

<TABLE>
<CAPTION>

                                 COLUMN ONE                                 COLUMN TWO
                                QUARTER DATE                  EBITDA : TARGET GROUP NET CASH SENIOR
                                                                         FINANCE CHARGES
<S>                                                           <C>
                  31 December 2000                                           0.40:1.0
                  31 March 2001                                              0.50:1.0
                  30 June 2001                                               0.60:1.0
</TABLE>

18.2     UK GROUP FINANCIAL CONDITION

                  The Parent shall ensure that the financial condition of the UK
                  Group (which shall, for the purposes of this Clause 18.2 be
                  deemed to include (a) Northampton Cable Television Limited,
                  Herts Cable Limited and Cable & Wireless Communications (South
                  Hertfordshire) Limited and (b) prior to the Pushdown Date, the
                  Target Group (including the Original Borrower)) shall be such
                  that:

         18.2.1   Ratio of UK Group Net Senior Debt to Annualised EBITDA

                  The ratio of the UK Group Net Senior Debt on each of the
                  Quarter Dates specified in column one below to the Annualised
                  EBITDA of the UK Group for the Relevant Period ended on that
                  date shall be no greater than the ratio set out in column two
                  below corresponding to that date.

<TABLE>
<CAPTION>
                                 COLUMN ONE                                 COLUMN TWO
                                QUARTER DATE                   UK GROUP NET SENIOR DEBT: ANNUALISED
                                                                              EBITDA
<S>                                                            <C>
                  31 December 2000                                          11.45:1.0
                  31 March 2001                                             10.00:1.0
                  30 June 2001                                               8.50:1.0
                  30 September 2001                                          6.50:1.0
                  31 December 2001                                           5.25:1.0
                  31 March 2002                                              5.25:1.0
                  30 June 2002                                               4.00:1.0
                  30 September 2002                                          3.75:1.0
                  31 December 2002                                           3.50:1.0
                  31 March 2003                                              3.50:1.0
                  30 June 2003                                               2.75:1.0
                  30 September 2003                                          2.75:1.0
                  31 December 2003                                           2.25:1.0
</TABLE>



                                      -83-
<PAGE>   87
<TABLE>
<CAPTION>
                                 COLUMN ONE                                 COLUMN TWO
                                QUARTER DATE                   UK GROUP NET SENIOR DEBT: ANNUALISED
                                                                              EBITDA
<S>                                                            <C>
                  31 March 2004                                              2.25:1.0
                  30 June 2004                                               2.00:1.0
                  30 September 2004                                          2.00:1.0
                  31 December 2004                                           1.75:1.0
                  31 March 2005                                              1.75:1.0
                  30 June 2005                                               1.50:1.0
</TABLE>

         18.2.2   UK Group Net Senior Interest Cover Ratio

                  The ratio of the EBITDA of the UK Group for each Relevant
                  Period ended on the Quarter Dates specified in column one
                  below to the UK Group Net Cash Senior Finance Charges for that
                  Relevant Period shall be equal to or greater than the ratio
                  set out in column two below corresponding to that date.

<TABLE>
<CAPTION>
                                 COLUMN ONE                                 COLUMN TWO
                                QUARTER DATE                     EBITDA: UK GROUP NET CASH SENIOR
                                                                         FINANCE CHARGES
<S>                                                            <C>
                  31 December 2000                                           0.95:1.0
                  31 March 2001                                              1.20:1.0
                  30 June 2001                                               1.45:1.0
                  30 September 2001                                          1.75:1.0
                  31 December 2001                                           2.15:1.0
                  31 March 2002                                              2.15:1.0
                  30 June 2002                                               2.75:1.0
                  30 September 2002                                          3.25:1.0
                  31 December 2002                                           3.50:1.0
                  31 March 2003                                              3.50:1.0
                  30 June 2003                                               4.50:1.0
                  30 September 2003                                          4.50:1.0
                  31 December 2003                                           5.25:1.0
                  31 March 2004                                              5.25:1.0
                  30 June 2004                                               7.00:1.0
                  30 September 2004                                          7.00:1.0
                  31 December 2004                                           7.50:1.0
                  31 March 2005                                              7.50:1.0
                  30 June 2005                                               7.50:1.0
</TABLE>

         18.2.3   Total Interest Cover Ratio

                  The ratio of the EBITDA of the UK Group for each Relevant
                  Period ended on the Quarter Dates specified in column one
                  below to the Total Net Cash Finance Charges for that Relevant
                  Period shall be equal to or greater than the ratio set out in
                  column two below corresponding to that date.

<TABLE>
<CAPTION>

                                 COLUMN ONE                                 COLUMN TWO
                                QUARTER DATE                  EBITDA: TOTAL NET CASH FINANCE CHARGES
<S>                                                           <C>
                  31 December 2002                                           1.30:1.0
                  31 March 2003                                              1.30:1.0
</TABLE>



                                      -84-
<PAGE>   88
<TABLE>
<CAPTION>

                                 COLUMN ONE                                 COLUMN TWO
                                QUARTER DATE                  EBITDA: TOTAL NET CASH FINANCE CHARGES
<S>                                                           <C>
                  30 June 2003                                               1.50:1.0
                  30 September 2003                                          1.50:1.0
                  31 December 2003                                           1.65:1.0
                  31 March 2004                                              1.65:1.0
                  30 June 2004                                               1.75:1.0
                  30 September 2004                                          1.75:1.0
                  31 December 2004                                           2.00:1.0
                  31 March 2005                                              2.00:1.0
                  30 June 2005                                               2.25:1.0
</TABLE>

         18.2.4   Ratio of Total Net Debt to Annualised EBITDA

                  The ratio of the Total Net Debt on each of the Quarter Dates
                  specified in column one below to the Annualised EBITDA of the
                  UK Group for the Relevant Period ended on that date shall be
                  no greater than the ratio set out in column two below
                  corresponding to that date.

<TABLE>
<CAPTION>

                                 COLUMN ONE                                 COLUMN TWO
                                QUARTER DATE                    TOTAL NET DEBT: ANNUALISED EBITDA
<S>                                                            <C>
                  31 December 2002                                          10.25:1.0
                  31 March 2003                                             10.00:1.0
                  30 June 2003                                               8.00:1.0
                  30 September 2003                                          8.00:1.0
                  31 December 2003                                           7.50:1.0
                  31 March 2004                                              7.50:1.0
                  30 June 2004                                               5.50:1.0
                  30 September 2004                                          5.50:1.0
                  31 December 2004                                           5.25:1.0
                  31 March 2005                                              5.25:1.0
                  30 June 2005                                               4.50:1.0
</TABLE>

18.3     FINANCIAL DEFINITIONS

         In this Agreement the following terms have the following meanings. For
         the purpose of the financial definitions set out in this Clause 18.3:

         18.3.1   references to the UK Group shall be deemed to include (a)
                  Northampton Cable Television Limited, Herts Cable Limited and
                  Cable & Wireless Communications (South Hertfordshire) Limited
                  and (b) prior to the Pushdown Date, the Target Group; and

         18.3.2   references to the Target Group shall be deemed to include the
                  Original Borrower.

         "ANNUALISED EBITDA" means with respect to any Quarter Date, the
         consolidated EBITDA of the Target Group or, as the case may be, the UK
         Group, for the Relevant Period ended on such Quarter Date, multiplied
         by two.

                                      -85-
<PAGE>   89
         "CASH" means at any time, cash denominated in sterling (or any other
         currency freely convertible into sterling) and credited to an account
         in the name of a member of the Covenant Group, the UK Group or (as
         applicable) the Target Group with an Eligible Deposit Bank and to which
         such a member of the Covenant Group, the UK Group or the Target Group
         is alone beneficially entitled and for so long as:

         (a)      such cash is repayable on demand and repayment of such cash is
                  not contingent on the prior discharge of any other
                  indebtedness of any member of the Covenant Group, the UK Group
                  or the Target Group or of any other person whatsoever or on
                  the satisfaction of any other condition; or

         (b)      such cash has been deposited with an Eligible Deposit Bank as
                  security for any performance bond, guarantee, standby letter
                  of credit or similar facility the contingent liabilities
                  relating to such having been included in the calculation of
                  Covenant Group Net Debt, Target Group Net Senior Debt or, as
                  the case may be, UK Group Net Senior Debt.

         "CURRENT ASSETS" means the aggregate of inventory, trade and other
         receivables of each member of the UK Group including sundry debtors
         (but excluding cash at bank) maturing within twelve months from the
         date of computation.

         "CURRENT LIABILITIES" means the aggregate of all liabilities (including
         trade creditors, accruals and provisions and prepayments) of each
         member of the UK Group falling due within twelve months from the date
         of computation but excluding consolidated aggregate Indebtedness for
         Borrowed Money of the UK Group falling due within such period and any
         interest on such Indebtedness for Borrowed Money due in such period.

         "COVENANT GROUP NET DEBT" means, at any time (without double counting),
         the aggregate principal, capital or nominal amounts (including any
         capitalised interest) of indebtedness of any member of the Covenant
         Group constituting Indebtedness for Borrowed Money together with any
         other indebtedness of any member of the Covenant Group constituting
         Indebtedness for Borrowed Money which is due and payable and has not
         been paid at such time and in respect of which the grace period (if
         any) specified in the documentation relating thereto has expired, but:

         (a)      excluding Indebtedness for Borrowed Money of any member of the
                  Covenant Group to another member of the Group to the extent
                  permitted under this Agreement; and

         (b)      deducting the Cash held by members of the Covenant Group at
                  such time.

         "EBIT" means, in respect of any period, the consolidated net income of
         the Target Group or, as the case may be, the aggregate of the
         consolidated net income of the UK Group for such period adding back
         (only to the extent, in each case, deducted in calculating such
         consolidated net income):

         (a)      any provision on account of taxation;


                                      -86-
<PAGE>   90
         (b)      any interest (including capitalised interest), commission,
                  discounts or other fees incurred or payable, received or
                  receivable, by any member of the Target Group or, as the case
                  may be, the UK Group in respect of Indebtedness for Borrowed
                  Money;

         (c)      any amounts received or paid pursuant to the interest hedging
                  arrangements entered into in respect of the Revolving
                  Facility;

         (d)      any items treated as exceptional or extraordinary items and
                  any other similar items agreed between the Relevant Obligor
                  and the Agent (acting on the instructions of an Instructing
                  Group); and

         (e)      separation and integration costs and payments made by any
                  member of the Target Group under schedule 8 of the Transaction
                  Agreement.

         "EBITDA" means, in respect of any period, EBIT for such period adding
         back (only to the extent, in each case, deducted in calculating EBIT):

         (a)      any amount attributable to amortisation of intangible assets
                  (including goodwill);

         (b)      depreciation of tangible assets and capitalised costs and
                  expenses; and

         (c)      amortisation, or the writing off, of transaction expenses in
                  relation to the Acquisition,

         and deducting any costs and expenses capitalised during such period
         (other than costs and expenses incurred in constructing or upgrading
         cable networks in the ordinary course of the Target Group's business
         or, as the case may be, the UK Group's, business).

         "ELIGIBLE DEPOSIT BANK" means any bank or financial institution with a
         short term rating of at least A1 granted by Standard & Poor's
         Corporation or P1 granted by Moody's Investors Services, Inc.

         "EXCESS CASH FLOW" means, for any financial year, Operating Cash Flow
         for that period LESS Net Total Debt Service for that period.

         "FINANCIAL QUARTER" means the period commencing on the day after one
         Quarter Date and ending on the next Quarter Date.

         "NET TOTAL DEBT SERVICE" means, in respect of any financial year, the
         aggregate of:

         (a)      Total Net Cash Finance Charges for the two Relevant Periods in
                  that financial year; and

         (b)      save to the extent such were immediately reborrowed, the
                  aggregate of scheduled and mandatory payments of the
                  principal, capital or nominal amounts of any Indebtedness for
                  Borrowed Money of any member of the UK Group or the Covenant
                  Group which fell due during that financial year (excluding any
                  such payments which relate to Subordinated Debt where such
                  payments cannot be made due to the subordination of such
                  Subordinated Debt remaining in full force and effect).

         "OPERATING CASH FLOW" means, in respect of any financial year, EBITDA
         of the UK Group for that financial year after:

         (a)      adding back:

                  (i)      any decrease in the amount of Working Capital at the
                           end of such a financial year compared against the
                           Working Capital at the start of such financial year;
                           and

                  (ii)     any cash receipt in respect of any exceptional or
                           extraordinary item; and

         (b)      deducting:

                  (i)      any amount of Capital Expenditure actually made by
                           any member of the UK Group;

                  (ii)     any increase in the amount of Working Capital at the
                           end of such financial year compared against the
                           Working Capital at the start of that financial year;

                  (iii)    any amount actually paid or due and payable in
                           respect of taxes on the profits of any member of the
                           UK Group; and

                  (iv)     any cash payment in respect of any exceptional or
                           extraordinary item,

         and no amount shall be included or excluded more than once.

         "QUARTER DATE" means 31 March, 30 June, 30 September and 31 December in
         each year.

         "RELEVANT PERIOD" means each period of six months ending on a Quarter
         Date.

         "TARGET GROUP NET SENIOR DEBT" means, at any time (without double
         counting), the aggregate principal, capital or nominal amounts
         (including any capitalised interest) of indebtedness of any member of
         the Target Group constituting Indebtedness for Borrowed Money together
         with any other indebtedness of any member of the Target Group
         constituting Indebtedness for Borrowed Money which is due and payable
         and has not been paid at such time and in respect of which the grace
         period (if any) specified in the documentation relating thereto has
         expired but:

         (a)      excluding such Indebtedness for Borrowed Money of any member
                  of the Target Group to another member of the Target Group to
                  the extent permitted under this Agreement;


                                      -87-
<PAGE>   91
         (b)      excluding any Indebtedness for Borrowed Money to the extent
                  such is Subordinated Target Group Debt; and

         (c)      deducting the Cash held by members of the Target Group at such
                  time.

         "TARGET GROUP NET CASH SENIOR FINANCE CHARGES" means, in respect of
         each Relevant Period, the aggregate amount of the interest (including
         the interest element of leasing and hire purchase payments) commission,
         fees and other periodic finance payments paid or due and payable in
         cash on the Target Group Net Senior Debt during such a Relevant Period,

         (a)      adding any commission, fees and other finance payments payable
                  by any member of the Target Group in cash under any interest
                  rate hedging arrangement;

         (b)      deducting any commission, fees and other finance payments
                  receivable by any member of the Target Group under any
                  interest rate hedging arrangement permitted by this Agreement;
                  and

         (c)      deducting any interest receivable by any member of the Target
                  Group on any deposit or bank account.

         "TOTAL NET DEBT" means, at any time, the aggregate of the UK Group Net
         Senior Debt and the Covenant Group Net Debt.

         "TOTAL NET CASH FINANCE CHARGES" means, in respect of each Relevant
         Period, the aggregate amount of the interest (including the interest
         element of leasing and hire purchase payments) commission, fees and
         other periodic finance payments paid or due and payable in cash on the
         Total Net Debt during such a Relevant Period,

         (a)      adding any commission, fees and other finance payments payable
                  by any member of the Covenant Group and the UK Group, in cash
                  under any interest rate hedging arrangement;

         (b)      deducting any commission, fees and other finance payments
                  receivable by any member of the Covenant Group and the UK
                  Group under any interest rate hedging arrangement permitted by
                  this Agreement; and

         (c)      deducting any interest receivable by any member of the
                  Covenant Group and the UK Group, on any deposit or bank
                  account.

         "UK GROUP NET SENIOR DEBT" means, at any time (without double
         counting), the aggregate principal, capital or nominal amounts
         (including any capitalised interest) of indebtedness of any member of
         the UK Group constituting Indebtedness for Borrowed Money together with
         any other indebtedness of any member of the UK Group constituting
         Indebtedness for Borrowed Money which is due and payable and has not
         been paid at such time and in respect of which the grace period (if
         any) specified in the documentation relating thereto has expired but:


                                      -88-
<PAGE>   92
         (a)      excluding such Indebtedness for Borrowed Money of any member
                  of the UK Group to another member of the UK Group to the
                  extent permitted under this Agreement;

         (b)      excluding any Indebtedness for Borrowed Money to the extent
                  such is either Subordinated UK Group Debt or Subordinated
                  Target Group Debt; and

         (c)      deducting the Cash held by members of the UK Group at such
                  time.

         "UK GROUP NET CASH SENIOR FINANCE CHARGES" means, in respect of each
         Relevant Period, the aggregate amount of the interest (including the
         interest element of leasing and hire purchase payments) commission,
         fees and other periodic finance payments paid or due and payable in
         cash on the UK Group Net Senior Debt during such a Relevant Period,

         (a)      adding any commission, fees and other finance payments payable
                  by any member of the UK Group in cash under any interest rate
                  hedging arrangement;

         (b)      deducting any commission, fees and other finance payments
                  receivable by any member of the UK Group under any interest
                  rate hedging arrangement permitted by this Agreement; and

         (c)      deducting any interest receivable by any member of the UK
                  Group on any deposit or bank account.

         "WORKING CAPITAL" means on any date Current Assets less Current
         Liabilities.

18.4     ACCOUNTING TERMS

         All accounting expressions which are not otherwise defined herein shall
         be construed in accordance with generally accepted accounting
         principles in England.

19.      COVENANTS

19.1     NOTIFICATION OF EVENTS OF DEFAULT

         The Group Representative shall promptly inform the Agent of the
         occurrence of any Event of Default or Potential Event of Default and,
         upon receipt of a written request to that effect from the Agent,
         confirm to the Agent that, save as previously notified to the Agent or
         as notified in such confirmation, no Event of Default or Potential
         Event of Default has occurred and is continuing.

19.2     CLAIMS PARI PASSU

         Each Obligor shall ensure that, subject to the Reservations:

         19.2.1   at all times the claims of the Finance Parties against such
                  Obligor under the Finance Documents (other than the Security
                  Documents) to which such Obligor is party rank at least pari
                  passu with the claims of all its other unsecured and
                  unsubordinated creditors; and


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         19.2.2   at all times the claims of the Finance Parties against such
                  Obligor under the Security Documents to which such Obligor is
                  party rank ahead of the claims of all its other creditors
                  (other than (if and to the extent applicable) creditors with
                  the benefit of Permitted Encumbrances) against the assets the
                  subject of the Encumbrances created by such Security
                  Documents.

19.3     MAINTENANCE OF LEGAL VALIDITY

         Each Obligor shall, and the Parent shall procure that each Obligor in
         the UK Group shall and the CWC Parent (on and after the date on which
         it becomes a party hereto) shall procure that, prior to the Pushdown
         Date, each Obligor in the Target Group shall:

         19.3.1   do all such things as are necessary to maintain its existence
                  as a legal person (other than as part of a solvent
                  reorganisation on terms which have been approved in writing by
                  the Agent acting on the instructions of an Instructing Group);
                  and

         19.3.2   obtain, comply with the terms of and do all that is necessary
                  to maintain in full force and effect all authorisations,
                  approvals, licences and consents required in or by the laws
                  and regulations of each jurisdiction in which it owns or
                  leases property or in which it conducts its business to enable
                  it lawfully to enter into and perform its obligations under
                  each of the Finance Documents to which it is expressed to be a
                  party or to ensure the legality or validity or (subject to the
                  Reservations) enforceability or admissibility in evidence in
                  England and in each other jurisdiction in which it owns or
                  leases property or in which it conducts its business (to the
                  extent applicable) of each such Finance Document.

19.4     INSURANCE

         Each Obligor shall, the Parent shall procure that each member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall, prior to the Pushdown Date, procure that
         each member of the Target Group shall, effect and maintain, insurances
         (or, in the case of NTL Insurance Limited (or its successor as the UK
         Group's captive insurance company), insurances and re-insurances) on
         and in relation to its business and assets against such risks as is
         reasonable for a company carrying on a business such as that carried on
         by such Obligor, member of the UK Group or member of the Target Group
         with either (save in respect of NTL Insurance Limited's own insurance)
         NTL Insurance Limited (or its successor as the UK Group's captive
         insurance company) or with a reputable underwriter or insurance company
         and, in the case of NTL Insurance Limited (or its successor as the UK
         Group's captive insurance company), with a reputable underwriter or
         insurance or reinsurance company.

19.5     ENVIRONMENTAL COMPLIANCE

         Each Obligor shall, the Parent shall procure that each member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall, prior to the Pushdown Date, procure that
         each member of the Target Group shall, comply in all material respects
         with all Environmental Law and obtain and maintain

                                      -90-
<PAGE>   94
         any Environmental Permits, breach of which (or failure to obtain or
         maintain which) could reasonably be expected to have a Material Adverse
         Effect.

19.6     ENVIRONMENTAL CLAIMS

         Each Obligor shall, the Parent shall procure that each member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall, prior to the Pushdown Date, procure that
         each member of the Target Group shall, inform the Agent in writing as
         soon as reasonably practicable upon becoming aware of the same if any
         Environmental Claim has been commenced or (to the best of such
         Obligor's, member of the UK Group's or member of the Target Group's
         knowledge and belief) is threatened against it in any case where such
         claim would be reasonably likely, if adversely determined, to have a
         Material Adverse Effect, or of any facts or circumstances which will or
         are reasonably likely to result in any Environmental Claim being
         commenced or threatened against such Obligor, member of the UK Group or
         member of the Target Group in any case where such claim would be
         reasonably likely, if adversely determined, to have a Material Adverse
         Effect.

19.7     MAINTENANCE OF LICENCES AND OTHER AUTHORISATION

         Each Obligor shall, the Parent shall procure that each member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall, prior to the Pushdown Date, procure that
         each member of the Target Group shall:

         19.7.1   ensure that it has the right and is duly qualified to conduct
                  its business and to the extent that the loss of any contract,
                  authorisation, approval, licence, consent, right or franchise
                  could reasonably be expected to have a Material Adverse
                  Effect, do all things necessary to obtain, preserve, keep
                  valid and binding and, where relevant, renew all such
                  contracts, authorisations, approvals, licences, consents,
                  rights and franchises; and

19.7.2            ensure that each Licence (or any replacement or renewal
                  thereof) is held by a member of the UK Group (other than the
                  Parent) or, prior to the Pushdown Date, a member of the Target
                  Group (other than the CWC Parent).

19.8     CONDUCT BUSINESS IN ACCORDANCE WITH LICENCES

         Each Obligor shall, the Parent shall procure that each member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall, prior to the Pushdown Date, procure that
         each member of the Target Group shall carry on its business, or cause
         the same to be carried on, in accordance with the terms and conditions
         of the Licences in all material respects and no Obligor shall, the
         Parent shall procure that no member of the UK Group shall and the CWC
         Parent shall, prior to the Pushdown Date, procure that no member of the
         Target Group shall do, omit to do or suffer to be done, any act whereby
         any person is entitled or empowered to revoke, materially and adversely
         amend, suspend, withdraw or terminate any Licence if such amendment,
         revocation, suspension, withdrawal or termination could reasonably be
         expected to have a Material Adverse Effect.


                                      -91-
<PAGE>   95
19.9     STATUTORY REQUIREMENTS

         Each Obligor shall, the Parent shall procure that each member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall, prior to the Pushdown Date, procure that
         each member of the Target Group shall, comply in all material respects
         with all Statutory Requirements binding upon it or enforceable against
         it in respect of the conduct of its business and the ownership of its
         properties if and insofar as failure to do so could reasonably be
         expected to have a Material Adverse Effect.

19.10    REGULATORY NOTICES AND COMMUNICATIONS

         The:

         19.10.1  Parent shall notify the Agent within fourteen days of receipt
                  by any member of the UK Group of; and

         19.10.2  the CWC Parent (on and after the date on which it becomes a
                  party hereto) shall, prior to the Pushdown Date, notify the
                  Agent within fourteen days of receipt by any member of the
                  Target Group of,

         any notice or communication from any government, court or regulatory
         authority or agency (including, without prejudice to the generality of
         the foregoing, the Secretary of State for Trade and Industry, Oftel or
         the Radiocommunications Agency) which may give rise to the revocation,
         termination, material adverse amendment, suspension, withdrawal or
         avoidance of any Licences or any of the terms and conditions thereof if
         such revocation, termination, material adverse amendment, suspension,
         withdrawal or avoidance could reasonably be expected to have a Material
         Adverse Effect.

19.11    COMPLIANCE WITH MATERIAL COMMERCIAL CONTRACTS

         Each Obligor shall, the Parent shall procure that each member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall, prior to the Pushdown Date, procure that
         each member of the Target Group shall:

         19.11.1  comply in all material respects with its obligations under
                  each Material Commercial Contract to which it is party and
                  take all action necessary to ensure the continued validity and
                  enforceability of its rights thereunder;

         19.11.2  not amend, vary, novate or supplement any such Material
                  Commercial Contract in any material respect;

         19.11.3  not terminate any such Material Commercial Contract prior to
                  its contractual termination date,

         if such non-compliance, failure to take action, amendment, variation,
         novation or supplement or termination, as the case may be, could
         reasonably be expected to have a Material Adverse Effect.

19.12    PRESERVATION OF ASSETS

         Each Obligor shall, the Parent shall procure that each member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall,

                                      -92-
<PAGE>   96
         prior to the Pushdown Date, procure that each member of the Target
         Group shall, maintain and preserve all of its assets that are necessary
         and material in the conduct of its business as conducted at the date
         hereof in good working order and condition (ordinary wear and tear
         excepted), repair (with reasonable promptness) any damage to such
         assets and shall maintain in all material respects all books and
         records which are necessary in connection therewith or in connection
         with the conduct of its business.

19.13    SECURITY

         Each Obligor shall, at its own expense, take all such action as the
         Agent may reasonably require for the purpose of perfecting or
         protecting the Finance Parties' rights under and preserving the
         security interests intended to be created or evidenced by any of the
         Finance Documents to which it is a party, and following the making of
         any declaration pursuant to Clause 20.18 (Acceleration and
         Cancellation) or 20.19 (Revolving Advances Due on Demand) for
         facilitating the realisation of any such security or any part thereof.

19.14    ACCESS

         The Parent (in the case of each member of the UK Group) and the CWC
         Parent (on or after the date on which it becomes a party hereto and in
         the case of each member of the Target Group) shall ensure that any one
         or more representatives, agents and advisers of the Agent and/or any of
         the Banks will be allowed, whilst an Event of Default or Potential
         Event of Default is continuing and with prior notice, to have access to
         the assets, books, records and premises of each UK Group member and
         (prior to the Pushdown Date) each Target Group member and be permitted
         to inspect the same during normal business hours.

19.15    CONSENTS AND PROPERTIES

         Each Obligor which owns a Principal Property shall, the Parent shall
         procure that each such Obligor in the UK Group shall and the CWC Parent
         (on and after the date on which it becomes a party hereto) shall, prior
         to the Pushdown Date, procure that each such Obligor in the Target
         Group shall use all reasonable endeavours to obtain consents to charge
         all of the Principal Properties which are leasehold and which are
         charged pursuant to the Security Documents from the relevant landlords
         as soon as practicable.

19.16    ACQUISITION DATE SECURITY

         The Original Borrower shall procure that, on the Acquisition Date:

         19.16.1  the CWC Accession Memorandum and the documentation required
                  under Clause 34.2 (Guarantor Conditions Precedent) are
                  delivered to the Agent, such as to allow CWC Holdings to
                  accede hereto as both a Guarantor and the CWC Parent in
                  accordance with Clause 34 (Accession of Guarantors and the CWC
                  Parent); and

         19.16.2  the Initial Security is provided.


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<PAGE>   97
19.17    POST-ACQUISITION DATE SECURITY

         The CWC Parent (on and after the date on which it becomes a party
         hereto) and the Original Borrower shall procure that:

         19.17.1  within five Business Days of the Acquisition Date, each member
                  of the Target Group listed in Schedule 13 (Members of the
                  Target Group Providing Guarantees and Security) accedes hereto
                  as a Guarantor in accordance with the provisions of Clause 34
                  (Accession of Guarantors and the CWC Parent) PROVIDED THAT if
                  any member of the Target Group is a party to any agreement
                  which prohibits or restricts the granting of such a guarantee,
                  the CWC Parent and the Original Borrower shall only be obliged
                  to procure that such member of the Target Group accedes hereto
                  as a Guarantor within sixty days of the Acquisition Date (or
                  such later date as may be agreed by an Instructing Group,
                  acting reasonably); and

         19.17.2  within thirty days of the Acquisition Date (or such later date
                  as may be agreed by an Instructing Group (acting reasonably),
                  each member of the Target Group listed in Schedule 13 (Members
                  of the Target Group Providing Guarantees and Security) creates
                  security in favour of the Finance Parties by executing a
                  Debenture and such other Security Documents as the Agent may
                  reasonably require and otherwise delivers to the Agent (in
                  form and substance satisfactory to the Agent) all of the
                  documents and other evidence listed in Part B (Security
                  Documentation) of Schedule 10 (Additional Conditions
                  Precedent) PROVIDED THAT if any member of the Target Group is
                  a party to any agreement which prohibits or restricts the
                  creation of such security, the CWC Parent and the Original
                  Borrower shall only be obliged to procure that such member of
                  the Target Group creates such security and delivers such
                  documents and evidence within sixty days of the Acquisition
                  Date (or such later date as may be agreed by an Instructing
                  Group, acting reasonably).

         The Security Trustee shall, prior to the Pushdown Date and upon the
         written request of the Relevant Obligor, release or allow a member of
         the Target Group to refrain from providing any guarantee or security
         given or to be given in accordance with this Clause 19.17 where such a
         member of the Target Group is a party to an agreement which prohibits
         or restricts the granting of such a guarantee or security interest
         PROVIDED THAT the Security Trustee is satisfied (acting reasonably)
         that following such release the requirements of sub-clause 19.32.1 of
         Clause 19.32 (Guarantors) will continue to be satisfied and the written
         request from the Relevant Obligor confirms (with supporting evidence)
         that this is the case.

19.18    DISCHARGE OF EXISTING TARGET INDEBTEDNESS

         Each of the Original Borrower and, on and after the date on which it
         becomes a party hereto, the CWC Parent, shall:

         19.18.1  in relation to each category of Existing Target Indebtedness
                  set out in the table below, use their reasonable endeavours to
                  procure that the Pushdown

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<PAGE>   98
                  Condition in relation to that category of Existing Target
                  Indebtedness is satisfied no later than the relevant date set
                  out in that table:

<TABLE>
<CAPTION>

                  CATEGORY OF EXISTING TARGET INDEBTEDNESS      LATEST DATE FOR SATISFACTION OF THE
                                                               PUSHDOWN CONDITION IN RELATION TO THAT
                                                                    EXISTING TARGET INDEBTEDNESS
<S>                                                        <C>
                  Yankee Bonds                                   30 days after the Acquisition Date
                  Existing Hedging                                        Acquisition Date
                  Receivables Purchase Facility                           Acquisition Date
                  Sterling Bonds                                          Acquisition Date
                  CWC Credit Agreement                                    Acquisition Date
                  Cable & Wireless Debt                         180 days after the Acquisition Date
                  High Yield Bonds                                       30 September 2000
                  BCM Notes                                  31 March 2001 and 2 July 2001 respectively
                  Videotron Mortgage                             10 days after the Acquisition Date
                  NatWest Finance Leases                        180 days after the Acquisition Date
                  Vehicle Finance Leases                        120 days after the Acquisition Date
                  Overdraft Facilities                                      2 July 2001
                  South Herts Facility                                      2 July 2001
                  TWTV Debt                                                 2 July 2001
</TABLE>

         19.18.2  procure that the Pushdown Condition is satisfied on or prior
                  to 6 July 2001.

19.19    PUSHDOWN

         Each of the CWC Parent, the Parent and the Original Borrower shall:

         19.19.1  procure that (subject to the release by the Security Trustee
                  of the Security, as contemplated in paragraph (a) of the
                  definition of Pushdown), as soon as reasonably practical after
                  and, in any event, no later than ten Business Days after the
                  Pushdown Condition is satisfied, steps (a) to (g) of the
                  definition of the Pushdown are completed in a single day; and

         19.19.2  ensure that, prior to the Pushdown Date, it and each member of
                  the Target Group:

                  (a)      operates its business and utilises (or refrains from
                           utilising) the permissions and exceptions to the
                           covenants set out in this Clause 19 with the
                           overriding objective of allowing the Pushdown to
                           occur as soon as is reasonably practicable after the
                           Acquisition Date; and

                  (b)      does not enter into any transaction or do anything
                           which would require it to utilise any such
                           permissions or exceptions (including, without
                           limitation, those provided by the definitions of
                           Permitted Acquisitions, Permitted Disposals,
                           Permitted Encumbrances, Permitted Indebtedness and
                           Permitted Loans and Guarantees) if, at the time of
                           entering into the transaction or first doing such
                           thing in reliance upon such permission or exception,
                           such transaction or thing could be reasonably
                           expected to delay the Pushdown.


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19.20    UNWINDING OF ACTIONS

         If, at any time:

         19.20.1  it is reasonably likely that by doing so it will enable
                  Pushdown to occur at a date earlier than that on which it
                  could otherwise occur; and

         19.20.2  if the Agent (acting on the instructions of an Instructing
                  Group) so requires,

         the Original Borrower and the CWC Parent shall, and the CWC Parent
         shall procure that each member of the Target Group shall, use its
         reasonable endeavours to repay any indebtedness incurred by it after
         the Execution Date (including, without limitation, the unwinding of any
         outstanding Hedging Agreements) to the extent that such indebtedness
         needs to be repaid to satisfy the Pushdown Condition.

19.21    WORKING CAPITAL FACILITY

         NTL CC and the Parent shall ensure that the full amount of the Working
         Capital Facility is invested by the Parent in the other members of the
         UK Group on or prior to the time anticipated in the Business Plan by
         way of Parent Funding.

19.22    MANDATORY CONTRIBUTION

         NTL CC shall ensure that the cash proceeds (net of any related
         expenses) of any equity or Financial Indebtedness raised by any member
         of the Covenant Group shall be applied as follows:

         19.22.1  to the extent that such amount is required, pursuant to the
                  Working Capital Facility to be applied in mandatory prepayment
                  of the amount outstanding thereunder, such amount shall be
                  invested in the Parent by way of Subordinated Funding and so
                  applied in mandatory prepayment of the amount outstanding
                  under the Working Capital Facility;

         19.22.2  to the extent that such amount is required, pursuant to the
                  Working Capital Facility to be applied in mandatory
                  cancellation of the Working Capital Facility, such amount
                  shall be invested in the Parent by way of Subordinated Funding
                  and onlent by way of Parent Funding to members of the UK Group
                  (other than the Parent);

         19.22.3  to the extent that such amount is not required pursuant to the
                  Working Capital Facility to be applied in mandatory prepayment
                  or cancellation thereof:

                  (a)      from the Acquisition Date up to (and including) 31
                           December 2003, 662/3 per cent. of the aggregate
                           amount of such cash proceeds; and

                  (b)      at all times thereafter, 75 per cent. of the
                           aggregate amount of such cash proceeds,

         in each case other than Excluded Contributions, shall be contributed to
         the Parent by way of Subordinated Funding. The Parent shall in turn
         ensure that any such Subordinated Funding received by it is contributed
         to the other members of the UK Group by way of Parent Funding.


                                      -96-
<PAGE>   100
19.23    NEGATIVE PLEDGE

         No Obligor shall, the Parent shall procure that no member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall, prior to the Pushdown Date, procure that
         no member of the Target Group shall, create or permit to subsist any
         Encumbrance over all or any of its present or future undertaking,
         revenues or assets other than Permitted Encumbrances.

19.24    LOANS AND GUARANTEES

         No Obligor shall, the Parent shall procure that no member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall procure that, prior to the Pushdown Date,
         no member of the Target Group shall, (save in the ordinary course of
         business) make, any loans, grant any credit or give any guarantee or
         indemnity to or for the benefit of any person or voluntarily assume any
         liability, whether actual or contingent, in respect of any obligation
         of any other person other than Permitted Loans and Guarantees.

19.25    DISPOSALS

         No Obligor shall, the Parent shall procure that no member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall, prior to the Pushdown Date, procure that
         no member of the Target Group shall, sell, lease, transfer or otherwise
         dispose of, by one or more transactions or series of transactions
         (whether related or not), the whole or any part of its revenues or its
         assets other than any Permitted Disposal.

19.26    FINANCIAL INDEBTEDNESS

         19.26.1  No Obligor shall, the Parent shall procure that no member of
                  the UK Group shall and the CWC Parent (on and after the date
                  on which it becomes a party hereto) shall, prior to the
                  Pushdown Date, procure that no member of the Target Group
                  shall incur, or allow to subsist, any Financial Indebtedness
                  or enter into any agreement or arrangement whereby it is
                  entitled to incur, create or allow to subsist any Financial
                  Indebtedness other than Permitted Indebtedness.

         19.26.2  NTL CC shall procure that NTL UK shall not incur, or allow to
                  subsist, any Financial Indebtedness between it and any other
                  members of the NTL Holding Group or enter into any agreement
                  or arrangement whereby it is entitled to incur, create or
                  allow to subsist any such Financial Indebtedness other than
                  Financial Indebtedness owed by it to NTL CC.

         19.26.3  NTL CC shall not, and shall procure that no other members of
                  the Covenant Group shall incur, or allow to subsist any
                  Financial Indebtedness or enter into any agreement or
                  arrangement whereby it is entitled to incur, create or allow
                  to subsist any Financial Indebtedness other than, subject to
                  sub-clause 19.26.2, Permitted Covenant Group Indebtedness.

         19.26.4  NTL CC and the Parent shall procure that the only Financial
                  Indebtedness outstanding between:


                                      -97-
<PAGE>   101
                  (a)      NTL UK and the Parent is Subordinated UK Group Debt;
                           and

                  (b)      prior to the Pushdown Date, any members of the NTL
                           Holding Group (as lenders) and the Original Borrower
                           or any members of the Target Group (as borrowers) is
                           Subordinated Target Group Debt.

19.27    RESTRICTED PAYMENTS

         The Original Borrower shall not, the Parent shall not and shall procure
         that no member of the UK Group shall and the CWC Parent (on and after
         the date on which it becomes a party hereto) shall not and shall, prior
         to the Pushdown Date, procure that no member of the Target Group shall
         make any Restricted Payment other than Permitted Payments.

19.28    ACQUISITIONS AND INVESTMENTS

         No Obligor shall, the Parent shall procure that no member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall, prior to the Pushdown Date, procure that
         no member of the Target Group shall, (a) purchase, subscribe for or
         otherwise acquire any shares (or other securities or any interest
         therein) in, or incorporate, any other company or agree to do any of
         the foregoing, or (b) purchase or otherwise acquire (other than in the
         ordinary course of business) any assets or revenues or (without
         limitation to any of the foregoing) acquire any business or interest
         therein or agree to do so, save for (and for agreements relating to):

         19.28.1  any investment or acquisition of assets contemplated in the
                  Business Plan or arising out of expenditure being financed by
                  the Revolving Facility;

         19.28.2  any investment in a UK Group Excluded Subsidiary made out of
                  Available Excess Cash Flow;

         19.28.3  Permitted Investments; and

         19.28.4  Permitted Acquisitions.

19.29    TELECENTIAL PARTNERSHIPS

         The Parent shall, unless all of the partners of the Telecential
         Partnerships are wholly-owned members of the UK Group and are subject
         to an Encumbrance pursuant to the Security Documents:

         19.29.1  procure that the aggregate of (a) the amount of any loans made
                  by any members of the UK Group to either of the Telecential
                  Partnerships after the Execution Date, (b) the book value of
                  any assets contributed by either CableTel Limited or CableTel
                  Investments Limited to either of the Telecential Partnerships
                  after the Execution Date and (c) any cash contributed by
                  either CableTel Limited or CableTel Investments Limited to
                  either of the Telecential Partnerships after the Execution
                  Date does not exceed L25,000,000; and

         19.29.2  use its reasonable endeavours to procure that any such loan,
                  asset contribution or cash contribution made by any members of
                  the UK Group within such a

                                      -98-
<PAGE>   102
                  L25,000,000 threshold is followed, to the extent and in the
                  manner required by the partnership agreements relating to the
                  Telecential Partnerships (as such may be amended from time to
                  time), by a loan, asset contribution or cash contribution by
                  the minority partner in the relevant Telecential Partnership
                  (and funded by the minority shareholder in such a minority
                  partner).

19.30    MERGERS

         No Obligor shall, the Parent shall procure that no member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall, prior to the Pushdown Date, procure that
         no member of the Target Group shall, enter into any merger or
         consolidation with any other person save for, respectively, another
         Obligor or, as the case may be, another member of the UK Group or
         another member of the Target Group.

19.31    CHANGE OF BUSINESS

         Save as contemplated in the Business Plan (and PROVIDED THAT nothing in
         this Clause 19.31 shall prevent an Obligor from making any investment
         or disposal which is otherwise permitted under this Agreement) no
         Obligor shall, the Parent shall procure that no member of the UK Group
         shall and the CWC Parent (on and after the date on which it becomes a
         party hereto) shall, prior to the Pushdown Date, procure that no member
         of the Target Group shall, enter into any type of business sector which
         would result in a change in the business focus of the UK Group taken as
         a whole or, as the case may be, the Target Group taken as a whole from
         its business focus as at the date hereof.

19.32    GUARANTORS

         19.32.1  Prior to the Pushdown Date, and once the members of the Target
                  Group required to do so pursuant to Clause 19.17
                  (Post-Acquisition Date Security) have acceded hereto as
                  Guarantors, the CWC Parent and the Original Borrower shall
                  ensure that, save to the extent that it is unable to do so as
                  a result of the application of the proviso to sub-clause
                  19.17.1 of Clause 19.17 (Post Acquisition Date Security), at
                  all times the aggregate EBITDA of the Guarantors (in each case
                  calculated on an unconsolidated basis) for each Financial
                  Quarter ended on or before the Pushdown Date equals or exceeds
                  90 per cent. of the consolidated EBITDA of the Target Group
                  for such period.

         19.32.2  After the Pushdown Date, the Parent shall ensure that at all
                  times the aggregate EBITDA of the Guarantors (in each case
                  calculated on an unconsolidated basis) for any period of four
                  consecutive Financial Quarters equals or exceeds 95 per cent.
                  of the consolidated EBITDA of the UK Group for such period.

         19.32.3  For the purposes of this Clause 19.32 the aggregate EBITDA of
                  the Guarantors and the consolidated EBITDA of the UK Group at
                  any time after the Pushdown Date:


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                  (a)      prior to the delivery of the financial statements for
                           the first Financial Quarter ended after the Pushdown
                           Date, shall be equal to the aggregate EBITDA of the
                           Guarantors or, as the case may be, the aggregate
                           EBITDA of the UK Group and the Target Group for the
                           four Financial Quarters ended before the Pushdown
                           Date or, if less, the number of Financial Quarters
                           between the Execution Date and the Pushdown Date
                           annualised by multiplying by the relevant fraction;

                  (b)      after the delivery of the financial statements for
                           the first Financial Quarter ended after the Pushdown
                           Date, shall be equal to the aggregate EBITDA of the
                           Guarantors or, as the case may be the aggregate
                           EBITDA of the UK Group for that Financial Quarter,
                           multiplied by four;

                  (c)      after the delivery of the financial statements for
                           the first two Financial Quarters ended after the
                           Pushdown Date, shall be equal to the aggregate EBITDA
                           of the Guarantors or, as the case may be the
                           aggregate EBITDA of the UK Group for those Financial
                           Quarters, multiplied by two;

                  (d)      after the delivery of the financial statements for
                           the first three Financial Quarters ended after the
                           Pushdown Date, shall be equal to the aggregate EBITDA
                           of the Guarantors or, as the case may be, the
                           aggregate EBITDA of the UK Group for those Financial
                           Quarters, multiplied by four and divided by three;
                           and

                  (e)      after the delivery of the financial statements for
                           the first four Financial Quarters ended after the
                           Pushdown Date, shall be equal to the aggregate EBITDA
                           of the Guarantors or, as the case may be the
                           aggregate EBITDA of the UK Group for the immediately
                           preceding four complete Financial Quarters.

         19.32.4  A breach of this Clause 19.32 shall not constitute an Event of
                  Default if (i) one or more subsidiaries of the Parent or, as
                  the case may be, the CWC Parent become Guarantors (in
                  accordance with Clause 34 (Accession of Guarantors and the CWC
                  Parent)), within five Business Days of the earlier of notice
                  by the Agent to the Relevant Obligor of the breach and the
                  Relevant Obligor becoming aware thereof and (ii) the Agent
                  (acting reasonably) is satisfied that this Clause 19.32 will,
                  as a result of the Guarantors thereby created, be satisfied.

19.33    SHARES

         No Obligor shall, the Parent shall procure that no member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall procure that no member of the Target
         Group shall, without the prior written consent of an Instructing Group,
         alter any rights attaching to its issued shares, if:


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         19.33.1  those shares are subject to the Security; and

         19.33.2  such an alteration would be reasonably likely to prejudice the
                  value of, or the ability of the Security Trustee to realise,
                  the Security over the company represented by those shares.

19.34    TRANSACTIONS WITH AFFILIATES

         No Obligor shall, the Parent shall procure that no member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall procure that no member of the Target
         Group shall enter into any transaction with an affiliate other than:

         19.34.1  transactions in respect of either Subordinated Funding or
                  Parent Funding;

         19.34.2  transactions between:

                  (a)      Obligors incorporated in the United Kingdom (other
                           than transactions prohibited under this Agreement);

                  (b)      Obligors incorporated in the United States of America
                           (other than transactions prohibited under this
                           Agreement); and

                  (c)      any other transaction, not falling within (a) or (b)
                           above between members of the Group where such are
                           otherwise permitted by this Agreement;

         19.34.3  transactions in the ordinary course of business and either on
                  no worse than arms' length terms or, where there is no
                  available market by which to assess whether such a transaction
                  is on no worse than arms' length terms, on terms such that in
                  the reasonable opinion of the Parent the transaction is
                  financially fair to the relevant Obligor, member of the UK
                  Group or, as the case may be, member of the Target Group;

         19.34.4  transactions between Cable & Wireless Communications Services
                  Limited and members of the Target Group incorporated in the
                  United States of America, pursuant to existing agency
                  arrangements, PROVIDED THAT the consideration for the
                  provision of such agency arrangements is, in the reasonable
                  opinion of the Parent, no less than the cost (save in any
                  immaterial respect) incurred by Cable & Wireless
                  Communications Services Limited in providing such services;

         19.34.5  transactions to effect either an Asset Passthrough or a
                  Funding Passthrough;

         19.34.6  insurance arrangements entered into in the ordinary course of
                  business with NTL Insurance Limited (or its successor as the
                  captive insurance company to the UK Group);

         19.34.7  tax sharing arrangements and agreements to surrender tax
                  losses;

         19.34.8  transactions relating to the provision of Intra-Group
                  Services;


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         19.34.9  transactions with Cable & Wireless and its subsidiaries in
                  relation to the Transaction Agreement;

         19.34.10 transactions relating to Excess Capacity Network Services
                  PROVIDED THAT the price payable by any affiliates in relation
                  to such Excess Capacity Network Services is no less than the
                  cost incurred by the relevant Obligor, member of the UK Group
                  or, as the case may be, member of the Target Group in
                  providing such Excess Capacity Network Services; and

         19.34.11 transactions constituted by loans or investments in any UK
                  Group Excluded Subsidiary or, prior to the Pushdown Date, in
                  any Target Group Excluded Subsidiary, where such are otherwise
                  permitted under this Agreement.

19.35    WORKING CAPITAL FACILITY AMENDMENTS

         The Parent shall not agree any material amendments to the terms of the
         Working Capital Facility and shall not voluntarily cancel or prepay all
         or any part thereof,:

         19.35.1  unless a replacement or substitute therefor is put in place on
                  terms acceptable to the Banks and it can demonstrate to the
                  satisfaction of the Banks that both NTL CC and it are still
                  able to comply with their obligations under Clause 19.21
                  (Working Capital Facility); or

         19.35.2  an amount equal to such cancellation is invested in the Parent
                  by way of Subordinated Funding and thereafter by the Parent in
                  the other members of the UK Group by way of Parent Funding.

19.36    CHANGE IN FINANCIAL YEAR

         No Obligor shall, the Parent shall procure that no member of the UK
         Group shall and the CWC Parent (on and after the date on which it
         becomes a party hereto) shall (prior to the Pushdown Date) procure that
         no member of the Target Group shall change the end of its financial
         year, other than:

         19.36.1  as agreed by an Instructing Group, acting reasonably;

         19.36.2  in the case of the CWC Parent and the Target, a change so that
                  its financial year ends on 31 May 2000 which is (after May
                  2001) followed by a change in its financial year so that it
                  ends on the same day as the Parent's financial year; or

         19.36.3  so as to ensure that the financial year of any member of the
                  UK Group or the Target Group ends on the same date as the
                  financial year of the Parent.

19.37    REVISED GROUP STRUCTURE

         19.37.1  The Original Borrower shall, within 30 days of the Execution
                  Date, deliver to the Agent the Group Structure Chart referred
                  to in paragraph (b) of the definition of that term;

         19.37.2  If the Relevant Obligor becomes aware of any material
                  inaccuracy in the corporate structure as set out in either the
                  Group Structure Chart delivered to

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<PAGE>   106
                  the Agent pursuant to Clause 2.5 (Conditions Precedent) or any
                  Group Structure Chart delivered to the Agent pursuant to this
                  Clause 19.37, it will deliver to the Agent as soon as
                  reasonably practicable thereafter a revised Group Structure
                  Chart which is true, complete and accurate insofar as it
                  relates to the corporate structure of the UK Group, the Target
                  Group or the NTL Holding Group.

19.38    HEDGING

         The Parent will not and shall procure that no member of the UK Group
         shall and, on or after the date on which it becomes a party hereto, the
         CWC Parent will not and, prior to the Pushdown Date, shall procure that
         no member of the Target Group shall enter into any Hedging Agreement
         other than in accordance with the Hedging Strategy.

19.39    NOTIFICATION OF TARGET GROUP ASSETS

         The CWC Parent and the Original Borrower shall, within twenty days of
         the Acquisition Date provide the Agent with:

         19.39.1  a schedule detailing the real property of the Target Group
                  (other than leasehold interests where a rack rent is paid by
                  the relevant member of the Target Group) and indicating for
                  each such property (a) an estimate of its current value and
                  (b) the nature of its use; and

         19.39.2  the details of the material assets of each member of the
                  Target Group listed in Schedule 13 (Members of the Target
                  Group Granting Security), who will be providing security over
                  those assets in accordance with sub-clause 19.17.2 of Clause
                  19.17 (Post-Acquisition Date Security), to the extent that
                  such details are reasonably required to enable those assets to
                  be sufficiently identified for the purpose of effecting such
                  security.

         Upon receipt of the schedule referred to in sub-clause 19.39.1 the
         Agent (acting reasonably and in consultation with the CWC Parent) shall
         determine which properties are material to the business of the Target
         Group, such properties being those which will be secured in favour of
         the Finance Parties pursuant to Clause 19.17 (Post-Acquisition Date
         Security).

19.40    VOLUNTARY PREPAYMENTS

         The Original Borrower shall not, the Parent shall not, and shall
         procure that no member of the UK Group shall, and the CWC Parent (on
         and after the date on which it becomes a party hereto) shall not, and
         shall, prior to the Pushdown Date, procure that no member of the Target
         Group shall, make any Permitted Payment under paragraph (c) of the
         definition of that term which is used or intended to be used to fund a
         voluntary prepayment by any member of the NTL Holding Group in respect
         of all or any part of any bonds, notes or similar public debt
         instruments issued by such member of the NTL Holding Group.


                                     -103-
<PAGE>   107
20.      EVENTS OF DEFAULT

         Each of Clause 20.1 (Failure to Pay) to Clause 20.17 (Material Adverse
         Change) describes circumstances which constitute an Event of Default
         for the purposes of this Agreement. Clause 20.18 (Acceleration and
         Cancellation) and Clause 20.19 (Revolving Advances Due on Demand) deal
         with the rights of the Agent and the Banks after the occurrence of an
         Event of Default.

20.1     FAILURE TO PAY

         Any of the Obligors fails to pay any sum due from it under any of the
         Finance Documents to which it is a party at the time, in the currency
         and in the manner specified therein unless:

         20.1.1   the sum is of a principal amount which was not paid as a
                  result of a technical error or failure in the transmission of
                  funds and that payment is then received by the Agent within
                  one Business Day of the due date;

         20.1.2   the sum is of an amount of interest and that payment is then
                  received by the Agent within three Business Days of the due
                  date; or

         20.1.3   the sum is of an amount other than principal or interest and
                  that payment is then received by the Agent within five
                  Business Days of the due date.

20.2     MISREPRESENTATION

         Any representation or statement made or repeated by NTL CC, the Parent,
         the CWC Parent or any Obligor in any of the Finance Documents or in any
         notice or other document or certificate delivered by it pursuant
         thereto or in connection therewith is or proves to have been incorrect
         or misleading in any material respect when made or deemed to be made
         and the circumstances giving rise to such inaccuracy, if capable of
         remedy or change, are not remedied or do not change, such that the
         relevant representation or statement would be correct and not
         misleading if repeated five Business Days after the earlier of (a) it
         being notified by the Agent to NTL CC in the case of a representation
         or statement by NTL CC, and to the Group Representative in all other
         cases, as having been made inaccurately and (b) NTL CC, the Parent, the
         CWC Parent or the relevant Obligor becoming aware of such inaccuracy.

20.3     SPECIFIC COVENANTS

         NTL CC, the Parent, the CWC Parent or any of the Obligors fails to
         comply with any of its obligations under Clause 17 (Financial
         Information) or Clause 19 (Covenants). No Event of Default under this
         Clause 20.3 (Specific Covenants) shall occur in relation to:

         20.3.1   Clause 17.1 (Annual Statements) to Clause 17.9 (Other
                  Financial Information) or Clause 17.11 (General Information)
                  to Clause 17.13 (Acquisition Information), if the failure to
                  comply with such is remedied within five Business Days of the
                  Agent giving notice thereof to the Group Representative;


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<PAGE>   108
         20.3.2   Clause 19 (Covenants), if the failure to comply with such is
                  capable of remedy and is remedied within five Business Days of
                  the date on which NTL CC, the Parent, the CWC Parent or, as
                  the case may be, the relevant Obligor became aware of such
                  failure to comply PROVIDED THAT a breach of any of the
                  obligations under Clause 19.2 (Claims Pari Passu), Clause 19.3
                  (Legal Validity), 19.8 (Conduct Business in Accordance with
                  Licences), 19.16 (Acquisition Date Security), Clause 19.17
                  (Post Acquisition Date Security), sub-clause 19.19.1 of Clause
                  19.19 (Pushdown), Clause 19.23 (Negative Pledge), Clause 19.24
                  (Loans and Guarantees), Clause 19.25 (Disposals), Clause 19.27
                  (Restricted Payments), Clause 19.28 (Acquisitions and
                  Investments), Clause 19.30 (Mergers), Clause 19.34
                  (Transactions with Affiliates) and Clause 19.40 (Voluntary
                  Prepayments), shall immediately give rise to an Event of
                  Default; and

         20.3.3   Clause 19.4 (Insurance) to Clause 19.12 (Preservations of
                  Assets) or Clause 19.34 (Transactions with Affiliates), if the
                  failure to comply with such is attributable to a member of the
                  Target Group, is capable of remedy and is remedied within
                  thirty days of the date on which either NTL CC or the Parent
                  becomes aware of such failure to comply PROVIDED THAT this
                  sub-clause 20.3.3 shall cease to apply after the date falling
                  twenty weeks after the Acquisition Date.

20.4     OTHER OBLIGATIONS

         NTL CC, the Parent, the CWC Parent or any of the Obligors fails duly to
         perform or comply with any other obligation expressed to be assumed by
         it in any of the Finance Documents and such failure is not remedied
         within thirty days after the Agent has given notice thereof to NTL CC,
         the Parent, the CWC Parent or, in the case of any Obligor, the Group
         Representative.

20.5     FINANCIAL CONDITION

         At any time any of the requirements of Clause 18.1 (Target Group
         Financial Condition) or Clause 18.2 (UK Group Financial Condition) is
         not satisfied.

20.6     CROSS DEFAULT

         Any:

         20.6.1   Financial Indebtedness of any Obligor or of any other member
                  of the UK Group or, after the Acquisition Date and prior to
                  the Pushdown Date of any other member of the Target Group is
                  not paid when due and payable, after taking account of any
                  applicable grace period, or, if payable on demand (after
                  taking account of any applicable grace period), is not paid on
                  demand;

         20.6.2   Financial Indebtedness of any Obligor or of any other member
                  of the UK Group or, after the Acquisition Date and prior to
                  the Pushdown Date of any other member of the Target Group is
                  declared to be or otherwise becomes due and payable prior to
                  its specified maturity by reason of a default by the

                                     -105-
<PAGE>   109
                  relevant Obligor or other member of the UK Group or Target
                  Group (as the case may be) (after taking account of any
                  applicable grace period);

         20.6.3   commitment for any Financial Indebtedness of any Obligor, or
                  of any other member of the UK Group or, after the Acquisition
                  Date and prior to the Pushdown Date, of any other member of
                  the Target Group is cancelled or suspended by reason of a
                  default by the relevant Obligor or other member of the UK
                  Group or Target Group (as the case may be); or

         20.6.4   creditor or creditors of any Obligor or of any other member of
                  the UK Group or after the Acquisition Date and prior to the
                  Pushdown Date, of any other member of the Target Group becomes
                  entitled (by reason of default) to declare any Financial
                  Indebtedness of such Obligor or other member of the UK Group
                  or Target Group (as the case may be) due and payable prior to
                  its specified maturity by reason of default by the relevant
                  Obligor or other member of the UK Group or Target Group (as
                  the case may be) after taking account of any applicable grace
                  period,

         save that this Clause shall not apply to any Financial Indebtedness of
         any Obligor or of any other member of the UK Group or prior to the
         Pushdown Date, of any other member of the Target Group where such
         Financial Indebtedness or demand in relation thereto (a) is Existing
         Target Indebtedness PROVIDED THAT if any such Existing Target
         Indebtedness is accelerated or otherwise becomes due and payable it is
         repaid in full by the earlier of 5 Business Days after the demand for
         repayment or the end of the grace period contractually provided for in
         respect thereof (and the Revolving Facility may be utilised for such
         purpose), (b) is cash collateralised and such cash is available for
         application in satisfaction of such Financial Indebtedness, (c) is
         being contested in good faith by appropriate action or (d) when
         aggregated with all such Financial Indebtedness of the Obligors and any
         other members of the UK Group or prior to the Pushdown Date of any
         members of the Target Group does not exceed an aggregate of L20,000,000
         (or its equivalent in other currencies).

20.7     INSOLVENCY AND RESCHEDULING

         If (a) NTL CC; (b) any Obligor; (c) on or prior to the Pushdown Date,
         any member of the UK Group or (d) prior to all of the members of the
         Target Group required to become Guarantors in accordance with Clause
         19.17 (Post-Acquisition Date Security) having done so, any member of
         the Target Group:

         20.7.1   is unable to pay its debts as they fall due;

         20.7.2   commences negotiations with any one or more of its creditors
                  with a view to the general readjustment or rescheduling of its
                  indebtedness (other than as part of a solvent reorganisation
                  of NTL CC or the relevant Obligor, member of the UK Group or
                  member of the Target Group, on terms which have been approved
                  in writing by the Agent, acting on the instructions of an
                  Instructing Group);


                                     -106-
<PAGE>   110
         20.7.3   makes a general assignment for the benefit of or a composition
                  with its creditors; or

         20.7.4   has a moratorium declared in respect of any of its
                  indebtedness.

20.8     WINDING-UP

         If (a) NTL CC; (b) any Obligor; (c) on or prior to the Pushdown Date,
         any member of the UK Group or (d) prior to all of the members of the
         Target Group required to become Guarantors in accordance with Clause
         19.17 (Post-Acquisition Date Security) having done so, any member of
         the Target Group takes any corporate action or other steps are taken or
         legal proceedings are started and served for its winding-up,
         dissolution, administration or re-organisation whether by way of
         voluntary arrangement, scheme of arrangement or otherwise or for the
         appointment of a liquidator, receiver, administrator, administrative
         receiver, conservator, custodian, trustee or similar officer of it or
         of its revenues and assets PROVIDED THAT it shall not constitute an
         Event of Default if:

         20.8.1   such action, steps or proceedings relate to a solvent
                  liquidation or re-organisation of a member of the UK Group or,
                  prior to the Pushdown Date, of a member of the Target Group
                  which, in either case is not an Obligor, or are on terms which
                  have been approved in writing by the Agent, acting on the
                  instructions of an Instructing Group; or

         20.8.2   such action, steps or proceedings (a) are frivolous or
                  vexatious, (b) do not relate to the appointment of an
                  administrator (or its equivalent in any other jurisdiction)
                  and (c) are contested in good faith by appropriate legal
                  action and are stayed or discharged within thirty days of
                  their commencement.

20.9     EXECUTION OR DISTRESS

         Any execution or distress is levied against, or an encumbrancer takes
         possession of, the whole or any part of, the property, undertaking or
         assets of (a) NTL CC; (b) any Obligor; (c) on or prior to the Pushdown
         Date, any member of the UK Group or (d) prior to all of the members of
         the Target Group required to become Guarantors in accordance with
         Clause 19.17 (Post-Acquisition Date Security) having done so, any
         member of the Target Group where:

         20.9.1   the aggregate value of such assets exceeds L250,000; and

         20.9.2   such execution, distress or possession is not discharged
                  within thirty days.

20.10    ANALOGOUS EVENTS

         Any event occurs which under the laws of any jurisdiction has a similar
         or analogous effect to any of those events mentioned in Clause 20.7
         (Insolvency and Rescheduling), Clause 20.8 (Winding-up) or Clause 20.9
         (Execution or Distress).

20.11    GOVERNMENTAL INTERVENTION

         By or under the authority of any government, (a) the management of any
         Obligor or, prior to the Pushdown Date, any member of the UK Group is
         wholly or partially

                                     -107-
<PAGE>   111
         displaced or the authority of any Obligor or, prior to the Pushdown
         Date, any member of the UK Group in the conduct of a material part of
         its business is wholly or partially curtailed or (b) all or a majority
         of the issued shares of any Obligor or, prior to the Pushdown Date, any
         member of the UK Group or the whole or any substantial part of its
         revenues or assets is seized, nationalised, expropriated or
         compulsorily acquired, in each case where such is not remedied to the
         satisfaction of the Agent within thirty days of the relevant event
         occurring.

20.12    REPUDIATION

         20.12.1  NTL CC or any Obligor repudiates any of the Finance Documents;
                  or

         20.12.2  the security intended to be created by, or the subordination
                  effected under, the Finance Documents is not or ceases to be
                  legal and valid and (except as contemplated by the
                  Reservations or, if capable of remedy, such as is remedied
                  within five Business Days of the earlier of (a) notice of the
                  relevant event by the Agent to the Group Representative and
                  (b) the date on which NTL CC or the relevant Obligor becomes
                  aware of such event) binding and enforceable.

20.13    ILLEGALITY

         At any time it is or becomes unlawful for NTL CC or any of the Obligors
         to perform or comply with any or all of its obligations under any of
         the Finance Documents to which it is a party or any of the obligations
         of NTL CC or any of the Obligors thereunder are not or cease to be
         legal, valid and (except as contemplated by the Reservations or, if
         capable of remedy, such as is remedied within five Business Days of the
         earlier of (a) notice of the relevant event by the Agent to the Group
         Representative and (b) the date on which NTL CC or, as the case may be,
         the relevant Obligor becomes aware of such event) binding and
         enforceable.

20.14    ASSET ADJUSTMENT PAYMENTS

         If, following a member of the Target Group having made an Asset
         Adjustment Payment within paragraph (a) of the definition thereof, NTL
         Holdings fails to procure that an amount equal to such an Asset
         Adjustment Payment is (in accordance with the other terms of this
         Agreement) reimbursed to that member of the Target Group on or before
         the date which is the earlier of:

         20.14.1  ten Business Days after the date on which NTL Holdings
                  receives a reimbursement from Cable & Wireless for such an
                  Asset Adjustment Payment; and

         20.14.2  thirty Business Days after the date on which such an Asset
                  Adjustment Payment is made,

         PROVIDED THAT the aggregate amount of Asset Adjustment Payments for
         which members of the Target Group have not been reimbursed in
         accordance with this Clause 20.14 exceeds L10,000,000 (or its
         equivalent).


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<PAGE>   112
20.15    DEBT ADJUSTMENT PAYMENTS

         If, following a Debt Adjustment Payment having being made to NTL
         Holdings (or any other member of the Group) in accordance with
         paragraph (a) of the definition thereof, NTL Holdings fails to procure
         that an amount equal to such a Debt Adjustment Payment is (in
         accordance with the other terms of this Agreement) invested in the
         Target Group or the Original Borrower by the date which is:

         20.15.1  in respect of Debt Adjustment Payments anticipated on the
                  Execution Date, ten Business Days after the date on which NTL
                  Holdings receives such a Debt Adjustment Payment; and

         20.15.2  in respect of all other Debt Adjustment Payments, thirty
                  Business Days after the date on which NTL Holdings receives
                  such a Debt Adjustment Payment,

         PROVIDED THAT the aggregate amount of Debt Adjustment Payments for
         which members of the Target Group or the Original Borrower have not
         been reimbursed in accordance with this Clause 20.15 exceeds
         L10,000,000 (or its equivalent).

20.16    COVENANT GROUP CROSS DEFAULT

         Any Permitted Covenant Group Indebtedness is not paid when due and
         payable (after taking into account any applicable grace period) or (by
         reason of the occurrence of a default) is declared to be or otherwise
         becomes due and payable prior to its specified maturity or any holder
         or any creditor in respect of any such Financial Indebtedness becomes
         entitled to declare such Financial Indebtedness due and payable prior
         to its specified maturity save that this clause shall not apply to any
         Financial Indebtedness of any member of the Covenant Group where such
         Financial Indebtedness when aggregated with all such Financial
         Indebtedness of any members of the Covenant Group does not exceed an
         aggregate of L20,000,000 (or its equivalent)

20.17    MATERIAL ADVERSE CHANGE

         Any event or circumstance which would have a Material Adverse Effect
         occurs.

20.18    ACCELERATION AND CANCELLATION

         Upon the occurrence of an Event of Default and at any time thereafter
         whilst such event is continuing, the Agent may (and, if so instructed
         by an Instructing Group, shall) by written notice to the Relevant
         Obligor:

         20.18.1  declare the Revolving Advances to be immediately due and
                  payable (whereupon the same shall become so payable together
                  with accrued interest thereon and any other sums then owed by
                  the Borrowers hereunder) or declare the Revolving Advances to
                  be due and payable on demand of the Agent; and/or

         20.18.2  declare that any undrawn portion of the Revolving Facility
                  shall be cancelled, whereupon the same shall be cancelled and
                  the Available Commitment of each Bank shall be reduced to
                  zero; and/or


                                     -109-
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         20.18.3  exercise or direct the Security Trustee to exercise (on its
                  own behalf and on behalf of the Banks) all rights and remedies
                  of a mortgagee or a secured party at such time and (without
                  limitation), subject to the Security Documents and to the
                  extent permitted by applicable law, (a) foreclose on any or
                  all of the assets subject to the Security by any available
                  judicial procedure, (b) take possession of any or all of the
                  assets subject to the Security and the books and records
                  relating thereto, with or without judicial process and/or (c)
                  enter any premises where any assets subject to the Security,
                  or any books and records relating thereto, are located and
                  take possession of and remove the same therefrom.

20.19    REVOLVING ADVANCES DUE ON DEMAND

         If, pursuant to Clause 20.18 (Acceleration and Cancellation), the Agent
         declares the Revolving Advances to be due and payable on demand of the
         Agent, then, and at any time thereafter, the Agent may (and, if so
         instructed by an Instructing Group, shall) by written notice to the
         Parent:

         20.19.1  require repayment of the Revolving Advances on such date as it
                  may specify in such notice (whereupon the same shall become
                  due and payable on such date together with accrued interest
                  thereon and any other sums then owed by the Borrowers
                  hereunder) or withdraw its declaration with effect from such
                  date as it may specify in such notice; and/or

         20.19.2  select as the duration of any Term which begins whilst such
                  declaration remains in effect a period of six months or less;
                  and/or

         20.19.3  exercise or direct the Security Trustee to exercise (on its
                  own behalf and on behalf of the Banks) all rights and remedies
                  of a mortgagee or a secured party in accordance with
                  sub-clause 20.18.3 of Clause 20.18 (Acceleration and
                  Cancellation).

21.      GUARANTEE AND INDEMNITY

21.1     GUARANTEE AND INDEMNITY

         Each of the Guarantors irrevocably and unconditionally jointly and
         severally:

         21.1.1   guarantees to each Finance Party the due and punctual
                  observance and performance of all the terms, conditions and
                  covenants on the part of each Borrower contained in the
                  Finance Documents and agrees to pay from time to time on
                  demand any and every sum or sums of money which each Borrower
                  is at any time liable to pay to any Finance Party under or
                  pursuant to the Finance Documents and which has become due and
                  payable but has not been paid at the time such demand is made;
                  and

         21.1.2   agrees as a primary obligation to indemnify each Finance Party
                  from time to time on demand from and against any loss incurred
                  by any Finance Party as a result of any of the obligations of
                  each Borrower under or pursuant to the Finance Documents being
                  or becoming void, voidable, unenforceable or ineffective as
                  against such Borrower for any reason whatsoever, whether or


                                     -110-
<PAGE>   114
                  not known to any Finance Party or any other person, the amount
                  of such loss being the amount which the person or persons
                  suffering it would otherwise have been entitled to recover
                  from such Borrower.

21.2     ADDITIONAL SECURITY

         The obligations of each Guarantor herein contained shall be in addition
         to and independent of every other security which any Finance Party may
         at any time hold in respect of any of any Obligor's obligations under
         the Finance Documents.

21.3     CONTINUING OBLIGATIONS

         The obligations of each Guarantor herein contained shall constitute and
         be continuing obligations notwithstanding any settlement of account or
         other matter or thing whatsoever and shall not be considered satisfied
         by any intermediate payment or satisfaction of all or any of the
         obligations of the Borrowers under the Finance Documents and shall
         continue in full force and effect until final payment in full of all
         amounts owing by any Borrower under the Finance Documents and total
         satisfaction of all the Borrowers' actual and contingent obligations
         under the Finance Documents.

21.4     OBLIGATIONS NOT DISCHARGED

         Neither the obligations of each Guarantor herein contained nor the
         rights, powers and remedies conferred in respect of each Guarantor upon
         any Finance Party by the Finance Documents or by law shall be
         discharged, impaired or otherwise affected by:

         21.4.1   the winding-up, dissolution, administration or re-organisation
                  of any Obligor or any other person or any change in its
                  status, function, control or ownership;

         21.4.2   any of the obligations of any Obligor or any other person
                  under the Finance Documents or under any other security taken
                  in respect of any of its obligations under the Finance
                  Documents being or becoming illegal, invalid, unenforceable or
                  ineffective in any respect;

         21.4.3   time or other indulgence being granted or agreed to be granted
                  to any Obligor or any other person in respect of its
                  obligations under the Finance Documents or under any such
                  other security;

         21.4.4   any amendment to, or any variation, waiver or release of, any
                  obligation of any Obligor or any other person under the
                  Finance Documents or under any such other security;

         21.4.5   any failure to take, or fully to take, any security
                  contemplated hereby or otherwise agreed to be taken in respect
                  of any Obligor's obligations under the Finance Documents;

         21.4.6   any failure to realise or fully to realise the value of, or
                  any release, discharge, exchange or substitution of, any
                  security taken in respect of any Obligor's obligations under
                  the Finance Documents; or


                                     -111-
<PAGE>   115
         21.4.7   any other act, event or omission which, but for this Clause
                  21.4, might operate to discharge, impair or otherwise affect
                  any of the obligations of each Guarantor herein contained or
                  any of the rights, powers or remedies conferred upon any of
                  the Finance Parties by the Finance Documents or by law.

21.5     SETTLEMENT CONDITIONAL

         Any settlement or discharge between a Guarantor and any of the Finance
         Parties shall be conditional upon no security or payment to any Finance
         Party by an Obligor or any other person on behalf of an Obligor being
         avoided or reduced by virtue of any laws relating to bankruptcy,
         insolvency, liquidation or similar laws of general application and, if
         any such security or payment is so avoided or reduced, each Finance
         Party shall be entitled to recover the value or amount of such security
         or payment from such Guarantor subsequently as if such settlement or
         discharge had not occurred.

21.6     EXERCISE OF RIGHTS

         No Finance Party shall be obliged before exercising any of the rights,
         powers or remedies conferred upon them in respect of any Guarantor by
         the Finance Documents or by law:

         21.6.1   to make any demand of any Obligor (save where such demand is
                  expressly required by the terms of the Finance Documents);

         21.6.2   to take any action or obtain judgment in any court against any
                  Obligor;

         21.6.3   to make or file any claim or proof in a winding-up or
                  dissolution of any Obligor; or

         21.6.4   to enforce or seek to enforce any other security taken in
                  respect of any of the obligations of any Obligor under the
                  Finance Documents.

21.7     DEFERRAL OF GUARANTORS' RIGHTS

         Until all amounts which may be or become payable by the Borrowers under
         or in connection with the Finance Documents have been irrevocably paid
         in full and unless the Agent otherwise directs, no Guarantor will
         exercise any rights which it may have by reason of performance by it of
         its obligations under the Finance Documents:

         21.7.1   to be indemnified by an Obligor; and/or

         21.7.2   to claim any contribution from any other guarantor of any
                  obligations of any Borrower under the Finance Documents;
                  and/or

         21.7.3   to take the benefit (in whole or in part and whether by way of
                  subrogation or otherwise) of any rights of the Finance Parties
                  under the Finance Documents or of any other guarantee or
                  security taken pursuant to, or in connection with, the Finance
                  Documents by any Finance Party.


                                     -112-
<PAGE>   116
21.8     APPROPRIATIONS

         Until all amounts which may be or become payable by the Borrowers under
         or in connection with the Finance Documents have been irrevocably paid
         in full, each Finance Party (or any trustee or agent on its behalf)
         may:

         21.8.1   refrain from applying or enforcing any other moneys, security
                  or rights held or received by that Finance Party (or any
                  trustee or agent on its behalf) in respect of those amounts,
                  or apply and enforce the same in such manner and order as it
                  sees fit (whether against those amounts or otherwise) and no
                  Guarantor shall be entitled to the benefit of the same; and

         21.8.2   hold in an interest-bearing suspense account any moneys
                  received from any Guarantor or on account of any Guarantor's
                  liability under this Clause 21.

21.9     LIABILITY OF GROUP FOR TARGET GROUP

         Notwithstanding any other provision of the Finance Documents, no member
         of the Group (other than the Original Borrower and any member of the
         Target Group) shall, prior to the Pushdown Date, be liable for or in
         respect of, or to procure the performance of, any obligations of the
         Original Borrower or of any members of the Target Group nor, prior to
         the Pushdown Date, shall there be any recourse to a member of the Group
         (other than the Original Borrower and any member of the Target Group)
         for any representation, warranty or certification made in respect of
         the Original Borrower or any member of the Target Group or any
         document, circumstances or matter pertaining to any member of the
         Target Group or the Original Borrower nor prior to the Pushdown Date,
         shall any member of the Group (other than the Original Borrower and any
         member of the Target Group) be liable for any commitment commission or
         costs, expenses or taxes arising in connection with the availability of
         the Revolving Facility or the utilisation of the Revolving Facility by
         the Original Borrower or any member of the Target Group nor, prior to
         the Pushdown Date, shall any of the Finance Parties exercise any right
         to consolidate or set-off credit balances maintained by any member of
         the Group (other than the Original Borrower or any member of the Target
         Group) against any obligations or liabilities of the Original Borrower
         or any member of the Target Group.

22.      COMMITMENT COMMISSION AND FEES

22.1     COMMITMENT COMMISSION ON THE REVOLVING FACILITY

         The Borrowers, acting through the Relevant Obligor, shall pay to the
         Agent for the account of each Bank in respect of each Commitment Period
         (as defined below) a commitment commission calculated at the rate per
         annum determined pursuant to Clause 22.2 (Rate of Commitment Commission
         for the Revolving Facility) on an amount equal to the average daily
         Available Commitments during such Commitment Period.

22.2     RATE OF COMMITMENT COMMISSION FOR THE REVOLVING FACILITY

         The applicable rate of commitment commission for any Commitment Period
         in respect of the Revolving Facility shall be determined by reference
         to the average daily utilisation of the Revolving Facility during such
         Commitment Period expressed as a

                                     -113-
<PAGE>   117
         percentage of the average daily Commitment during such Commitment
         Period and in accordance with the following scale:

<TABLE>
<CAPTION>

               AVERAGE DAILY UTILISATION AS PERCENTAGE              APPLICABLE RATE OF
               OF AVERAGE DAILY COMMITMENT                          COMMITMENT COMMISSION
<S>                                                                <C>
               Up to and including 50 per cent.                     0.75 per cent.
               Over 50 per cent.                                    0.50 per cent.
</TABLE>

22.3     DEFINITIONS AND AVERAGE CALCULATIONS

         For the purposes of Clauses 22.1 (Commitment Commission on the
         Revolving Facility) and Clause 22.2 (Rate of Commitment Commission for
         the Revolving Facility):

         22.3.1   "COMMITMENT PERIOD" means each successive period of three
                  months during the period beginning on the date hereof and
                  ending on the date falling one month before Final Maturity
                  Date PROVIDED THAT (a) if such a period would otherwise extend
                  beyond the next succeeding Reduction Date it shall be
                  shortened so as to end on that date and (b) if the last such
                  period would otherwise extend beyond the Final Maturity Date
                  it shall be shortened so as to end on that date.

         22.3.2   The average daily utilisation of the Revolving Facility during
                  a Commitment Period shall equal the sum of all Revolving
                  Advances made by the Banks and outstanding on each day during
                  such Commitment Period, divided by the number of days in such
                  Commitment Period.

         22.3.3   The average daily Commitments during a Commitment Period shall
                  equal the aggregate of the Commitments on each day during such
                  Commitment Period divided by the number of days in such
                  Commitment Period.

         22.3.4   The average daily Available Commitments during a Commitment
                  Period shall equal the aggregate of the Available Commitments
                  on each day during such Commitment Period divided by the
                  number of days in such Commitment Period.

22.4     PAYMENT OF COMMITMENT COMMISSION

         The Agent shall promptly after the end of each Commitment Period notify
         the Relevant Obligor (on behalf of the Borrowers) and the Banks of the
         amounts payable by the Borrowers under Clause 22.1 (Commitment
         Commission on the Revolving Facility) in respect of such Commitment
         Period and the Borrowers, acting through the Relevant Obligor, shall
         pay such amount to the Agent for account of the Banks pro rata to each
         Bank's Commitment hereunder from time to time during the applicable
         Commitment Period within five Business Days of such notification.


                                     -114-
<PAGE>   118
22.5     AGENCY AND OTHER FEES

         The Relevant Obligor shall:

         22.5.1   pay (or shall procure that the Borrowers shall pay) to the
                  Agent for its own account the agency fees specified in the
                  letter dated 16 May 2000 from the Agent to NTL Inc. and the
                  Parent at the times, and in the amounts, specified in such
                  letter; and

         22.5.2   pay (or shall procure that the Borrowers shall pay) to the
                  Arrangers the fees specified in the letter dated 17 May 2000
                  from the Arrangers (and others) to NTL Inc. and the Parent
                  (and the attachments thereto) at the times, and in the
                  amounts, specified in such letters.

23.      COSTS AND EXPENSES

23.1     TRANSACTION EXPENSES

         The Borrowers (acting through the Relevant Obligor) shall, from time to
         time on demand of the Agent, reimburse each of the Agent and the
         Arrangers for all reasonable costs and expenses (including legal fees)
         together with any VAT thereon incurred by it in connection with the
         negotiation, preparation and execution of the Finance Documents, any
         other document referred to in the Finance Documents and the completion
         of the transactions therein contemplated.

23.2     PRESERVATION AND ENFORCEMENT OF RIGHTS

         The Borrowers, acting through the Relevant Obligor shall, from time to
         time on demand of the Agent, reimburse the Finance Parties for all
         costs and expenses (including legal fees) on a full indemnity basis
         together with any VAT thereon incurred in or in connection with the
         preservation and/or enforcement of any of the rights of the Finance
         Parties under the Finance Documents and any document referred to in the
         Finance Documents (including, without limitation, any costs and
         expenses reasonably incurred in relation to any investigation as to
         whether or not an Event of Default might have occurred or is likely to
         occur or any steps necessary or desirable in connection with any
         proposal for remedying or otherwise resolving an Event of Default or
         Potential Event of Default).

23.3     STAMP TAXES

         The Borrowers, acting through the Relevant Obligor, shall pay all
         stamp, registration and other taxes to which the Finance Documents or
         any judgment given in connection therewith is or at any time may be
         subject and shall, from time to time on demand of the Agent, indemnify
         the Finance Parties against any liabilities, costs, claims and expenses
         resulting from any failure to pay or any delay in paying any such tax.

23.4     AMENDMENT COSTS

         If an Obligor requests any amendment, waiver or consent then the
         Borrowers, acting through the Relevant Obligor, shall, within five
         Business Days of demand by the Agent, reimburse the Finance Parties for
         all costs and expenses (including legal fees) together with any VAT
         thereon reasonably incurred by such person in responding to or
         complying with such request.


                                     -115-
<PAGE>   119
23.5     BANKS' LIABILITIES FOR COSTS

         If any of the Borrowers fail to perform any of its obligations under
         this Clause 23, each Bank shall, in its Proportion, indemnify each of
         the Agent and the Arrangers against any loss incurred by any of them as
         a result of such failure.

24.      DEFAULT INTEREST AND BREAK COSTS

24.1     DEFAULT INTEREST PERIODS

         If any sum due and payable by an Obligor hereunder is not paid on the
         due date therefor in accordance with Clause 27 (Payments) or if any sum
         due and payable by an Obligor under any judgment of any court in
         connection herewith is not paid on the date of such judgment, the
         period beginning on such due date or, as the case may be, the date of
         such judgment and ending on the date upon which the obligation of such
         Obligor to pay such sum is discharged shall be divided into successive
         periods, each of which (other than the first) shall start on the last
         day of the preceding such period and the duration of each of which
         shall (except as otherwise provided in this Clause 24) be selected by
         the Agent.

24.2     DEFAULT INTEREST

         An Unpaid Sum shall bear interest during each Term in respect thereof
         at the rate per annum which is one per cent. per annum above the
         percentage rate which would apply if such Unpaid Sum had been a
         Revolving Advance in the amount and currency of such Unpaid Sum and for
         the same Term, PROVIDED THAT if such Unpaid Sum relates to a Revolving
         Advance which became due and payable on a day other than the last day
         of a Term relating thereto:

         24.2.1   the first Term applicable to such Unpaid Sum shall be of a
                  duration equal to the unexpired portion of the current Term
                  relating to that Revolving Advance; and

         24.2.2   the percentage rate of interest applicable thereto from time
                  to time during such period shall be that which exceeds by one
                  per cent. the rate which would have been applicable to it had
                  it not so fallen due, save that the Margin shall be, or be
                  deemed to be, 2.25 per cent. per annum.

24.3     PAYMENT OF DEFAULT INTEREST

         Any interest which shall have accrued under Clause 24.2 (Default
         Interest) in respect of an Unpaid Sum shall be due and payable and
         shall be paid by the Obligor owing such Unpaid Sum on the last day of
         its Term in respect thereof or on such other dates as the Agent may
         specify by notice to such Obligor.

24.4     BREAK COSTS

         If any Bank or the Agent on its behalf receives or recovers all or any
         part of such Bank's share of a Revolving Advance or Unpaid Sum
         otherwise than on the last day of the Term thereof, the Borrowers
         (acting through the Relevant Obligor) shall pay to the Agent on demand
         for account of such Bank an amount equal to the amount (if any) by
         which (a) the additional interest which would have been payable on the
         amount so received or recovered had it been received or recovered on
         the last day of that Term

                                     -116-
<PAGE>   120
         exceeds (b) the amount of interest which in the opinion of the Agent
         would have been payable to the Agent on the last day of that Term in
         respect of a deposit in the currency of the amount so received or
         recovered equal to the amount so received or recovered placed by it
         with a prime bank in London for a period starting on the Business Day
         following the date of such receipt or recovery and ending on the last
         day of that Term.

25.      BORROWERS' INDEMNITIES

25.1     BORROWERS' INDEMNITY

         The Borrowers, acting through the Relevant Obligor, undertake to
         indemnify:

         25.1.1   each Finance Party against any cost, claim, loss, expense
                  (including legal fees) or liability together with any VAT
                  thereon, which it may sustain or incur as a consequence of the
                  occurrence of any Event of Default or any default by any
                  Obligor in the performance of any of the obligations expressed
                  to be assumed by it in the Finance Documents;

         25.1.2   each Bank against any cost or loss it may suffer under Clause
                  23.5 (Banks' Liabilities for Costs) or Clause 30.5
                  (Indemnification); and

         25.1.3   each Bank against any cost or loss it may suffer or incur as a
                  result of its funding or making arrangements to fund its
                  portion of a Revolving Advance requested by any Borrower but
                  not made by reason of the operation of any one or more of the
                  provisions hereof.

25.2     CURRENCY INDEMNITY

         If any sum (a "SUM") due from an Obligor under the Finance Documents or
         any order or judgment given or made in relation thereto has to be
         converted from the currency (the "FIRST CURRENCY") in which such Sum is
         payable into another currency (the "SECOND CURRENCY") for the purpose
         of:

         25.2.1   making or filing a claim or proof against such Obligor;

         25.2.2   obtaining or enforcing an order or judgment in any court or
                  other tribunal,

         the Borrowers, acting through the Relevant Obligor, shall indemnify
         each person to whom such Sum is due from and against any loss suffered
         or incurred as a result of any discrepancy between (a) the rate of
         exchange used for such purpose to convert such Sum from the First
         Currency into the Second Currency and (b) the rate or rates of exchange
         available to such person at the time of receipt of such Sum.

26.      CURRENCY OF ACCOUNT AND PAYMENT

         Sterling is the currency of account and payment for each and every sum
         at any time due from an Obligor hereunder, PROVIDED THAT:

         26.1.1   each payment in respect of costs and expenses shall be made in
                  the currency in which the same were incurred; and


                                     -117-
<PAGE>   121
         26.1.2   each payment pursuant to Clause 11.2 (Tax Indemnity), Clause
                  13.1 (Increased Costs) or Clause 25 (Borrowers' Indemnities)
                  shall be made in the currency specified by the party claiming
                  thereunder.

27.      PAYMENTS

27.1     NOTIFICATION OF PAYMENTS

         Without prejudice to the liability of each party hereto promptly to pay
         each amount owing by it hereunder on the due date therefor, whenever a
         payment is expected to be made by any of the parties hereto, the Agent
         shall, at least two Business Days prior to the expected date for such
         payment, notify all the parties hereto of the amount, currency and
         timing of such payment and the identity of the party liable to make
         such payment.

27.2     PAYMENTS TO THE AGENT

         On each date on which this Agreement requires an amount to be paid by
         an Obligor or a Bank, such Obligor or, as the case may be, such Bank
         shall make the same available to the Agent for value on the due date at
         such time and in such funds and to such account with such bank as the
         Agent shall (acting reasonably) specify from time to time.

27.3     PAYMENTS BY THE AGENT

         27.3.1   Save as otherwise provided herein, each payment received by
                  the Agent pursuant to Clause 27.2 (Payments to the Agent)
                  shall:

                  (a)      in the case of a payment received for the account of
                           a Borrower, be made available by the Agent to such
                           Borrower by application:

                           (i)      FIRST, in or towards payment on the same day
                                    of any amount then due from such Borrower
                                    hereunder to the person from whom the amount
                                    was so received; and

                           (ii)     SECONDLY, in or towards payment on the same
                                    day to the account of such Borrower with
                                    such bank in London as such Borrower shall
                                    have previously notified to the Agent for
                                    this purpose; and

                  (b)      in the case of any other payment, be made available
                           by the Agent to the person entitled to receive such
                           payment in accordance with this Agreement (in the
                           case of a Bank, for the account of its Facility
                           Office) for value the same day by transfer to such
                           account of such person with such bank in London as
                           such person shall have previously notified to the
                           Agent.

         27.3.2   A payment will be deemed to have been made by the Agent on the
                  date on which it is required to be made under this Agreement
                  if the Agent has, on or before that date, taken steps to make
                  that payment in accordance with the regulations or operating
                  procedures of the clearing or settlement system used by the
                  Agent in order to make the payment.


                                     -118-
<PAGE>   122
27.4     NO SET-OFF

         All payments required to be made by an Obligor hereunder shall be
         calculated without reference to any set-off or counterclaim and shall
         be made free and clear of and without any deduction for or on account
         of any set-off or counterclaim.

27.5     CLAWBACK

         Where a sum is to be paid hereunder to the Agent for account of another
         person, the Agent shall not be obliged to make the same available to
         that other person until it has been able to establish to its
         satisfaction that it has actually received such sum, but if it does so
         and it proves to be the case that it had not actually received such
         sum, then the person to whom such sum was so made available shall on
         request refund the same to the Agent together with an amount sufficient
         to indemnify the Agent against any cost or loss it may have suffered or
         incurred by reason of its having paid out such sum prior to its having
         received such sum.

27.6     PARTIAL PAYMENTS

         If and whenever a payment is made by an Obligor hereunder and the Agent
         receives an amount less than the due amount of such payment the Agent
         may apply the amount received towards the obligations of that Obligor
         under this Agreement in the following order:

         27.6.1   FIRST, in or towards payment of any unpaid costs and expenses
                  of the Agent;

         27.6.2   SECONDLY, in or towards payment pro rata of any accrued
                  interest or commitment commission due but unpaid;

         27.6.3   THIRDLY, in or towards payment pro rata of any principal due
                  but unpaid; and

         27.6.4   FOURTHLY, in or towards payment pro rata of any other sum due
                  but unpaid.

27.7     VARIATION OF PARTIAL PAYMENTS

         The order of partial payments set out in Clause 27.6 (Partial Payments)
         shall override any appropriation made by the Obligor to which the
         partial payment relates but the order set out in sub-clauses 27.6.2,
         27.6.3 and 27.6.4 of Clause 27.6 (Partial Payments) may be varied if
         agreed by all the Banks.

27.8     BUSINESS DAYS

         27.8.1   Any payment which is due to be made on a day that is not a
                  Business Day shall be made on the next Business Day in the
                  same calendar month (if there is one) or the preceding
                  Business Day (if there is not).

         27.8.2   During any extension of the due date for payment of any
                  principal or an Unpaid Sum under this Agreement interest is
                  payable on the principal at the rate payable on the original
                  due date.


                                     -119-
<PAGE>   123
28.      SET-OFF

28.1     CONTRACTUAL SET-OFF

         Each Obligor authorises each Bank, at any time any sum is due and
         payable hereunder and remains unpaid, to apply any credit balance to
         which such Obligor is entitled on any account of such Obligor with such
         Bank in satisfaction of any sum due and payable from such Obligor to
         such Bank under the Finance Documents but unpaid. For this purpose,
         each Bank is authorised to purchase with the moneys standing to the
         credit of any such account such other currencies as may be necessary to
         effect such application.

28.2     SET-OFF NOT MANDATORY
         No Bank shall be obliged to exercise any right given to it by Clause
         (Contractual Set-off).

29.      SHARING

29.1     PAYMENTS TO BANKS

         If a Bank (a "RECOVERING BANK") applies any receipt or recovery from an
         Obligor to a payment due under this Agreement and such amount is
         received or recovered other than in accordance with Clause 27
         (Payments), then such Recovering Bank shall:

         29.1.1   notify the Agent of such receipt or recovery;

         29.1.2   at the request of the Agent, promptly pay to the Agent an
                  amount (the "SHARING PAYMENT") equal to such receipt or
                  recovery less any amount which the Agent determines may be
                  retained by such Recovering Bank as its share of any payment
                  to be made in accordance with Clause 27.6 (Partial Payments).

29.2     REDISTRIBUTION OF PAYMENTS

         The Agent shall treat the Sharing Payment as if it had been paid by the
         relevant Obligor and distribute it between the Finance Parties (other
         than the Recovering Bank) in accordance with Clause 27.6 (Partial
         Payments).

29.3     RECOVERING BANK'S RIGHTS

         The Recovering Bank will be subrogated into the rights of the parties
         which have shared in a redistribution pursuant to Clause 29.2
         (Redistribution of Payments) in respect of the Sharing Payment (and the
         relevant Obligor shall be liable to the Recovering Bank in an amount
         equal to the Sharing Payment).

29.4     REPAYABLE RECOVERIES

         If any part of the Sharing Payment received or recovered by a
         Recovering Bank becomes repayable and is repaid by such Recovering
         Bank, then:

         29.4.1   each party which has received a share of such Sharing Payment
                  pursuant to Clause 29.2 (Redistribution of Payments) shall,
                  upon request of the Agent, pay to the Agent for account of
                  such Recovering Bank an amount equal to its share of such
                  Sharing Payment; and


                                     -120-
<PAGE>   124
         29.4.2   such Recovering Bank's rights of subrogation in respect of any
                  reimbursement shall be cancelled and the relevant Obligor will
                  be liable to the reimbursing party for the amount so
                  reimbursed.

29.5     EXCEPTION

         This Clause 29 shall not apply if the Recovering Bank would not, after
         making any payment pursuant hereto, have a valid and enforceable claim
         against the relevant Obligor.

29.6     RECOVERIES THROUGH LEGAL PROCEEDINGS

         If any Bank intends to commence any action in any court it shall give
         prior notice to the Agent and the other Banks. If any Bank shall
         commence any action in any court to enforce its rights hereunder and,
         as a result thereof or in connection therewith, receives any amount,
         then such Bank shall not be required to share any portion of such
         amount with any Bank which has the legal right to, but does not, join
         in such action or commence and diligently prosecute a separate action
         to enforce its rights in another court.

30.      THE AGENT, THE ARRANGERS AND THE BANKS

30.1     APPOINTMENT OF THE AGENT

         Each of the Arrangers and the Banks hereby appoints the Agent to act as
         its agent in connection herewith and authorises the Agent to exercise
         such rights, powers, authorities and discretions as are specifically
         delegated to the Agent by the terms hereof together with all such
         rights, powers, authorities and discretions as are reasonably
         incidental thereto.

30.2     AGENT'S DISCRETIONS

         The Agent may:

         30.2.1   assume, unless it has, in its capacity as agent for the Banks,
                  received notice to the contrary from any other party hereto,
                  that (a) any representation made or deemed to be made by the
                  Parent, the CWC Parent, NTL CC or an Obligor in connection
                  with the Finance Documents is true, (b) no Event of Default or
                  Potential Event of Default has occurred, (c) neither the
                  Parent, the CWC Parent, NTL CC nor any Obligor is in breach of
                  or default under its obligations under the Finance Documents
                  and (d) any right, power, authority or discretion vested
                  herein upon an Instructing Group, the Banks or any other
                  person or group of persons has not been exercised;

         30.2.2   assume that (a) the Facility Office of each Bank is that
                  notified to it by such Bank in writing and (b) the information
                  provided by each Bank pursuant to Clause 37 (Notices), Clause
                  30.15 (Banks' Mandatory Cost Details) and Schedule 12
                  (Mandatory Costs) is true and correct in all respect until it
                  has received from such Bank notice of a change to the Facility
                  Office or any such information and act upon any such notice
                  until the same is superseded by a further notice;


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         30.2.3   engage and pay for the advice or services of any lawyers,
                  accountants, surveyors or other experts whose advice or
                  services may to it seem necessary, expedient or desirable and
                  rely upon any advice so obtained;

         30.2.4   rely as to any matters of fact which might reasonably be
                  expected to be within the knowledge of an Obligor upon a
                  certificate signed by or on behalf of such Obligor;

         30.2.5   rely upon any communication or document believed by it to be
                  genuine;

         30.2.6   refrain from exercising any right, power or discretion vested
                  in it as agent hereunder unless and until instructed by an
                  Instructing Group as to whether or not such right, power or
                  discretion is to be exercised and, if it is to be exercised,
                  as to the manner in which it should be exercised;

         30.2.7   refrain from acting in accordance with any instructions of an
                  Instructing Group to begin any legal action or proceeding
                  arising out of or in connection with the Finance Documents
                  until it shall have received such security as it may require
                  (whether by way of payment in advance or otherwise) for all
                  costs, claims, losses, expenses (including legal fees) and
                  liabilities together with any VAT thereon which it will or may
                  expend or incur in complying with such instructions; and

         30.2.8   assume (unless it has specific notice to the contrary) that
                  any notice or request made by the Relevant Obligor is made on
                  behalf of all the Obligors.

30.3     AGENT'S OBLIGATIONS

         The Agent shall:

         30.3.1   promptly inform each Bank of the contents of any written
                  notice or document received by it in its capacity as Agent
                  from the Parent, the CWC Parent, NTL CC or an Obligor under
                  the Finance Documents;

         30.3.2   promptly notify each Bank of the occurrence of any Event of
                  Default or any default by an Obligor in the due performance of
                  or compliance with its obligations under the Finance Documents
                  of which the Agent has notice from any other party hereto;

         30.3.3   promptly notify each Bank of the occurrence of an Event of
                  Default under Clause 20.1 (Failure to Pay);

         30.3.4   promptly notify each Bank of all or any part of the Revolving
                  Advances being declared to be immediately due and payable in
                  accordance with either Clause 20.18 (Acceleration and
                  Cancellation) or Clause 20.19 (Revolving Advances Due on
                  Demand);

         30.3.5   save as otherwise provided herein, act as agent hereunder in
                  accordance with any instructions given to it by an Instructing
                  Group, which instructions shall be binding on the Arrangers
                  and the Banks;


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<PAGE>   126
         30.3.6   if so instructed by an Instructing Group, refrain from
                  exercising any right, power or discretion vested in it as
                  agent hereunder; and

         30.3.7   unless it has a Bank's consent, refrain from acting on behalf
                  of that Bank in any legal or arbitration proceedings relating
                  to any Finance Document.

         The Agent's duties under the Finance Documents are solely mechanical
         and administrative in nature.

30.4     EXCLUDED OBLIGATIONS

         Notwithstanding anything to the contrary expressed or implied herein,
         neither the Agent nor an Arranger shall:

         30.4.1   be bound to enquire as to (a) whether or not any
                  representation made or deemed to be made by the Parent, the
                  CWC Parent, NTL CC or an Obligor in connection with the
                  Finance Documents is true, (b) the occurrence or otherwise of
                  any Event of Default or Potential Event of Default, (c) the
                  performance by either the Parent, the CWC Parent, NTL CC or an
                  Obligor of its obligations under the Finance Documents or (d)
                  any breach of or default by either the Parent, the CWC Parent,
                  NTL CC or an Obligor of or under its obligations under the
                  Finance Documents; 30.4.2 be bound to account to any Bank for
                  any sum or the profit element of any sum received by it for
                  its own account;

         30.4.3   be bound to disclose to any other person any information
                  relating to any member of the Group if (a) such information is
                  confidential or (b) such disclosure would or might in its
                  reasonable opinion constitute a breach of any law or a breach
                  of fiduciary duty;

         30.4.4   be under any obligations other than those for which express
                  provision is made herein; or

         30.4.5   be or be deemed to be a fiduciary for any other party hereto.

30.5     DELEGATION

         The Agent may delegate, transfer or assign to any of its holding
         companies, subsidiaries or subsidiaries of any of its holding companies
         all or any of the rights, powers, authorities and discretions vested in
         it under the Finance Documents and the performance of its duties in
         accordance therewith, and such delegation, transfer or assignment may
         be made upon such terms and subject to such conditions (including the
         power to sub-delegate) and subject to such regulations as the Agent may
         think fit (and the term "Agent" as used in this Agreement shall include
         any such delegate).

30.6     INDEMNIFICATION

         Each Bank shall, in its Proportion, from time to time on demand by the
         Agent, indemnify the Agent against any and all costs, claims, losses,
         expenses (including legal fees) and liabilities together with any VAT
         thereon which the Agent may incur, otherwise than by reason of its own
         gross negligence or wilful misconduct, in acting in

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         its capacity as agent under the Finance Documents (other than any which
         have been reimbursed by the Borrowers pursuant to Clause 25.1
         (Borrowers' Indemnity)).

30.7     EXCLUSION OF LIABILITIES

         Each Bank confirms that it has read the Notice to Recipients in the
         Information Memorandum, that it has complied with the Recipients'
         Obligations (as set out in the Notice to Recipients) and, accordingly,
         that it enters into this Agreement on the basis of the Notice to
         Recipients. In particular, each of the Banks accepts that it is
         entering into this Agreement in reliance only on the representations of
         the Parent, the CWC Parent, NTL CC and the Obligors in this Agreement
         and on its own investigations, that it has not relied on the Arrangers
         and that, except as set out below, it neither has nor will have any
         claims against the Arrangers arising from or in connection with this
         Agreement. Similarly, each of the Banks accepts that the Notice to
         Recipients in the Information Memorandum is applicable also to the
         Agent as if the Agent had been named in addition to the Arrangers in
         the Important Notice.

         Except in the case of gross negligence or wilful default, neither the
         Agent nor any Arranger accepts any responsibility to any of the Banks:

         30.7.1   for the adequacy, accuracy and/or completeness of the
                  Information Memorandum or any other information supplied by
                  the Agent or the Arrangers, by the Parent, the CWC Parent, NTL
                  CC or an Obligor or by any other person in connection with the
                  Finance Documents or any other agreement, arrangement or
                  document entered into, made or executed in anticipation of,
                  pursuant to or in connection with the Finance Documents;

         30.7.2   for the legality, validity, effectiveness, adequacy or
                  enforceability of the Finance Documents or any other
                  agreement, arrangement or document entered into, made or
                  executed in anticipation of, pursuant to or in connection with
                  the Finance Documents; or

         30.7.3   for the exercise of, or the failure to exercise, any
                  judgement, discretion or power given to any of them by or in
                  connection with the Finance Documents or any other agreement,
                  arrangement or document entered into, made or executed in
                  anticipation of, pursuant to or in connection with the Finance
                  Documents.

         Accordingly, neither the Agent nor an Arranger shall be under any
         liability (whether in negligence or otherwise) in respect of such
         matters, save in the case of gross negligence or wilful misconduct.

30.8     NO ACTIONS

         Each of the Banks agrees that it will not assert or seek to assert
         against any director, officer or employee of the Agent or the Arrangers
         any claim it might have against any of them in respect of the matters
         referred to in Clause 30.7 (Exclusion of Liabilities).


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<PAGE>   128
30.9     BUSINESS WITH THE GROUP

         The Agent and the Arrangers may accept deposits from, lend money to and
         generally engage in any kind of banking or other business with any
         member of the Group whether or not it may or does lead to a conflict
         with the interests of any of the Banks. Similarly, the Agent or the
         Arrangers may undertake business with or for others even though it may
         lead to a conflict with the interests of any of the Banks.

30.10    RESIGNATION

         The Agent may resign its appointment hereunder at any time without
         assigning any reason therefor by giving not less than thirty days'
         prior notice to that effect to each of the other parties hereto,
         PROVIDED THAT no such resignation shall be effective until a successor
         for the Agent is appointed in accordance with the succeeding provisions
         of this Clause 30.

30.11    REMOVAL OF AGENT

         An Instructing Group may, after consultation with the Relevant Obligor,
         remove the Agent from its role as agent under the Finance Documents by
         giving notice to that effect to each of the other parties hereto. Such
         removal shall take effect only when a successor to the Agent is
         appointed in accordance with the terms of the Finance Documents.

30.12    SUCCESSOR AGENT

         If the Agent gives notice of its resignation pursuant to Clause 30.10
         (Resignation) or it is removed pursuant to Clause 30.11 (Removal of
         Agent), then any reputable and experienced bank or other financial
         institution may, with the prior consent of the Relevant Obligor be
         appointed as a successor to the Agent by an Instructing Group during
         the period of such notice but, if no such successor is so appointed,
         the Agent may appoint such a successor itself.

30.13    RIGHTS AND OBLIGATIONS

         If a successor to the Agent is appointed under the provisions of Clause
         30.12 (Successor Agent), then (a) the retiring or departing Agent shall
         be discharged from any further obligation under the Finance Documents
         but shall remain entitled to the benefit of the provisions of this
         Clause 30 and (b) its successor and each of the other parties hereto
         shall have the same rights and obligations amongst themselves as they
         would have had if such successor had been a party hereto.

30.14    OWN RESPONSIBILITY

         It is understood and agreed by each Bank that at all times it has
         itself been, and will continue to be, solely responsible for making its
         own independent appraisal of and investigation into all risks arising
         under or in connection with the Finance Documents including, but not
         limited to:

         30.14.1  the financial condition, creditworthiness, condition, affairs,
                  status and nature of each member of the Group;

         30.14.2  the legality, validity, effectiveness, adequacy and
                  enforceability of the Finance Documents and any other
                  agreement, arrangement or document entered into,

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<PAGE>   129
                  made or executed in anticipation of, pursuant to or in
                  connection with the Finance Documents;

         30.14.3  whether such Bank has recourse, and the nature and extent of
                  that recourse, against an Obligor or any other person or any
                  of their respective assets under or in connection with the
                  Finance Documents, the transactions therein contemplated or
                  any other agreement, arrangement or document entered into,
                  made or executed in anticipation of, pursuant to or in
                  connection with the Finance Documents; and

         30.14.4  the adequacy, accuracy and/or completeness of the Information
                  Memorandum and any other information provided by the Agent or
                  the Arrangers, the Parent, the CWC Parent, NTL CC or an
                  Obligor or by any other person in connection with the Finance
                  Documents, the transactions contemplated therein or any other
                  agreement, arrangement or document entered into, made or
                  executed in anticipation of, pursuant to or in connection with
                  the Finance Documents.

         Accordingly, each Bank acknowledges to the Agent and the Arrangers that
         it has not relied on and will not hereafter rely on the Agent and the
         Arrangers or any of them in respect of any of these matters.

30.15    BANKS' MANDATORY COST DETAILS

         Each Bank will supply the Agent with such information and in such
         detail as the Agent may require in order to calculate the Mandatory
         Cost Rate in accordance with Schedule 12 (Mandatory Costs).

30.16    RECEIPT OF INFORMATION BY THE AGENT

         Any information or document received by the Agent shall only be treated
         as having been received by the Agent if the same has been delivered to
         the Agent's agency department in accordance with Clause 37 (Notices).
         Accordingly, any information or documents received by the Agent other
         than by its agency department in accordance with Clause 37 (Notices) is
         not by reason of that receipt to be treated as having been received by
         the Agent unless and until the Agent's agency department has received
         actual notice of the same in accordance with such Clause. Save as
         expressly set out in this Agreement and, unless the Agent's agency
         department shall have received information or documents in accordance
         with Clause 37 (Notices) the Agent shall have no duty to disclose, and
         shall not be liable for the failure to disclose, any information or
         documents, that are communicated to or obtained by the Agent.

31.      ASSIGNMENTS AND TRANSFERS

31.1     BINDING AGREEMENT

         The Finance Documents shall be binding upon and enure to the benefit of
         each party hereto and its or any subsequent successors and Transferees.

31.2     NO ASSIGNMENTS AND TRANSFERS BY NTL

         Neither the Parent, the CWC Parent, NTL CC nor any Obligor shall be
         entitled to assign or transfer all or any of its rights, benefits and
         obligations under the Finance

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<PAGE>   130
         Documents, other than as permitted pursuant to the terms of this
         Agreement PROVIDED THAT the Original Borrower may novate its rights and
         obligations under the Finance Documents to NTLIH pursuant to the
         implementation of the Pushdown.

31.3     ASSIGNMENT AND TRANSFERS BY BANKS

         31.3.1   Any Bank may, at any time, assign all or any of its rights and
                  benefits hereunder or transfer in accordance with Clause 31.5
                  (Transfers by Banks) all or any of its rights, benefits and
                  obligations hereunder to, or enter into any form of
                  sub-participation agreement with, a bank or financial
                  institution.

         31.3.2   The prior written consent of the Relevant Obligor (which shall
                  be deemed to be given on its own behalf and on behalf of the
                  other Obligors) is required for an assignment or transfer by a
                  Bank unless the assignment or transfer is to:

                  (a)      another Bank; or

                  (b)      any subsidiary or holding company (or to any
                           subsidiary of any holding company) of the
                           transferring Bank.

         31.3.3   The Relevant Obligor's consent must not be (a) unreasonably
                  delayed or withheld or (b) withheld solely because the
                  assignment or transfer may result in an increase to the
                  Mandatory Cost Rate.

31.4     ASSIGNMENTS BY BANKS

         If any Bank assigns all or any of its rights and benefits under the
         Finance Documents in accordance with Clause 31.3 (Assignments and
         Transfers by Banks), then, unless and until the assignee has delivered
         a notice to the Agent confirming in favour of the Agent, the Arrangers
         and the other Banks that it shall be under the same obligations towards
         each of them as it would have been under if it had been an original
         party hereto as a Bank (whereupon such assignee shall become a party
         hereto as a "Bank"), the Agent, the Arrangers and the other Banks shall
         not be obliged to recognise such assignee as having the rights against
         each of them which it would have had if it had been such a party
         hereto.

31.5     TRANSFERS BY BANKS

         If any Bank wishes to transfer all or any of its rights, benefits
         and/or obligations under the Finance Documents as contemplated in
         Clause 31.3 (Assignments and Transfers by Banks), then such transfer
         may be effected by the delivery to the Agent of a duly completed
         Transfer Certificate executed by such Bank and the relevant Transferee
         in which event, on the later of the Transfer Date specified in such
         Transfer Certificate and the fifth Business Day after (or such earlier
         Business Day endorsed by the Agent on such Transfer Certificate falling
         on or after) the date of delivery of such Transfer Certificate to the
         Agent:

         31.5.1   to the extent that in such Transfer Certificate the Bank party
                  thereto seeks to transfer by novation its rights, benefits and
                  obligations under the Finance Documents, the Parent, the CWC
                  Parent, NTL CC and each of the Obligors and such Bank shall be
                  released from further obligations towards one another

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<PAGE>   131
                  under the Finance Documents and their respective rights
                  against one another shall be cancelled (such rights and
                  obligations being referred to in this Clause 31.5 as
                  "DISCHARGED RIGHTS AND OBLIGATIONS");

         31.5.2   the Parent, the CWC Parent, NTL CC and each of the Obligors
                  and the Transferee party thereto shall assume obligations
                  towards one another and/or acquire rights against one another
                  which differ from such discharged rights and obligations only
                  insofar as the Parent, the CWC Parent, NTL CC, the Obligors
                  and such Transferee have assumed and/or acquired the same in
                  place of the Parent, the CWC Parent, NTL CC the Obligors and
                  such Bank;

         31.5.3   the Agent, the Arrangers, such Transferee and the other Banks
                  shall acquire the same rights and benefits and assume the same
                  obligations between themselves as they would have acquired and
                  assumed had such Transferee been an original party hereto as a
                  Bank with the rights, benefits and/or obligations acquired or
                  assumed by it as a result of such transfer and to that extent
                  the Agent, the Arrangers and the relevant Bank shall each be
                  released from further obligations to each other under the
                  Finance Documents; and

         31.5.4   such Transferee shall become a party hereto as a "BANK".

31.6     NO INCREASED OBLIGATIONS

         If:

         31.6.1   a Bank assigns or transfers any of its rights or obligations
                  under the Finance Documents or changes its Facility Office;
                  and

         31.6.2   as a result of circumstances existing at the date of the
                  assignment, transfer or change of Facility Office, an Obligor
                  would be obliged to make a payment to the assignee, Transferee
                  or the Bank acting through its new Facility Office under
                  Clause 11.1 (Tax Gross-up), Clause 11.2 (Tax Indemnity) or
                  Clause 13 (Increased Costs),

         then the assignee, Transferee or the Bank acting through its new
         Facility Office shall only be entitled to receive payment under those
         Clauses to the same extent as the assignor, transferor or the Bank
         acting through its previous Facility Office would have been if the
         assignment, transfer or change had not occurred.

31.7     ASSIGNMENT AND TRANSFER FEES

         On the date upon which an assignment takes effect pursuant to Clause
         31.4 (Assignments by Banks) or a transfer takes effect pursuant to
         Clause 31.5 (Transfers by Banks), in each case where such an assignment
         or transfer takes effect after the Syndication Date, the relevant
         assignee or Transferee shall pay to the Agent for its own account a fee
         of L1,000.


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31.8     DISCLOSURE OF INFORMATION

         Any Bank may disclose to any person:

         31.8.1   to (or through) whom such Bank assigns or transfers (or may
                  potentially assign or transfer) all or any of its rights,
                  benefits and obligations under the Finance Documents;

         31.8.2   with (or through) whom such Bank enters into (or may
                  potentially enter into) any sub-participation in relation to,
                  or any other transaction under which payments are to be made
                  by reference to, the Finance Documents or any Obligor;

         31.8.3   to whom information may be required to be disclosed by any
                  applicable law; or

         31.8.4   any of its subsidiaries or any holding company (or any
                  subsidiary of a holding company),

         such information about the Parent, the CWC Parent, NTL CC, any Obligor
         or the Group and the Finance Documents as such Bank shall consider
         appropriate PROVIDED THAT, in relation to sub-clauses 31.8.1 and
         31.8.2, the person to whom such information is to be given has entered
         into a Confidentiality Undertaking. Any Bank which discloses any such
         information to any of the persons referred to in sub-clause 31.8.4
         shall procure that those persons keep the information they receive
         confidential (save for disclosures they are required to make by any
         applicable law).

31.9     NOTIFICATION

         The Agent shall within fourteen days of receiving a Transfer
         Certificate or a notice relating to an assignment pursuant to Clause
         31.4 (Assignments by Banks) notify the Relevant Obligor (on its own
         behalf and on behalf of the other Obligors) of any assignment or
         transfer completed pursuant to this Clause 31.

31.10    MORGAN STANLEY COMMITMENT

         References to the Commitment of Morgan Stanley Dean Witter Bank Limited
         in relation to the Revolving Facility shall be construed as references
         to the aggregate Commitment in relation to the Revolving Facility of
         Morgan Stanley Dean Witter Bank Limited and Morgan Stanley Senior
         Funding, Inc., in such proportions as Morgan Stanley Dean Witter Bank
         Limited notifies to the Agent from time to time and Morgan Stanley
         Senior Funding, Inc. is a party to this Agreement to give effect to
         such Commitment (as so notified).

32.      ECONOMIC AND MONETARY UNION

32.1     ECONOMIC AND MONETARY UNION

         If the United Kingdom becomes a Participating Member State and as a
         result the Bank of England recognises more than one currency or
         currency unit as the lawful currency of the United Kingdom:

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<PAGE>   133
         32.1.1   (unless prohibited by law) the Agent may designate (after
                  consultation with the Relevant Obligor) which currency or
                  currency unit the obligations arising under the Finance
                  Documents are to be denominated or payable in;

         32.1.2   (unless prohibited by law) any translation from currency or
                  currency unit to another shall be at the official rate of
                  exchange recognised by the Bank of England for conversion,
                  rounded up or down by the Agent (acting reasonably); and

         32.1.3   the Finance Documents shall be subject to such reasonable
                  changes of construction as the Agent may specify from time to
                  time to be appropriate to reflect the adoption of the euro in
                  the United Kingdom and any relevant market conventions or
                  practices relating to the euro.

         32.1.4   any amount payable by the Agent to the Banks under the Finance
                  Document shall be paid in the euro unit.

32.2     INCREASED COSTS

         The Relevant Obligor shall, from time to time on demand of the Agent,
         pay to the Agent for the account of such Bank the amount of any cost or
         increased cost incurred by, or of any reduction in any amount payable
         to or in the effective return on its capital to, or of interest or
         other return foregone by, a Bank or any holding company of such Bank as
         a result of the introduction of, changeover to or operation of the euro
         in the United Kingdom, other than any such cost or reduction or amount
         foregone reflected in the Mandatory Cost Rate.

33.      ADDITIONAL BORROWERS

33.1     REQUEST FOR ADDITIONAL BORROWER

         The Relevant Obligor may request that any member of the Target Group or
         any member of the UK Group become an Additional Borrower by delivering
         to the Agent a Borrower Accession Memorandum duly executed by the
         Relevant Obligor and such member of the Target Group or, as the case
         may be, the UK Group, together with the documents and other evidence
         listed in Part A (Accession Conditions Precedent) Schedule 10
         (Additional Conditions Precedent) in relation to such member of the
         Target Group or, as the case may be, the UK Group.

33.2     BORROWER CONDITIONS PRECEDENT

         A company, in respect of which the Relevant Obligor has delivered a
         Borrower Accession Memorandum to the Agent, shall become an Additional
         Borrower and assume all the rights, benefits and obligations of a
         Borrower as if it had been an Original Borrower on the date on which
         the Agent notifies the Relevant Obligor that the Agent has received, in
         form and substance satisfactory to it, all documents and other evidence
         listed in Part A (Accession Conditions Precedent) of Schedule 10
         (Additional Conditions Precedent) in relation to such member of the
         Target Group or, as the case may be, the UK Group, unless on such date
         an Event of Default or Potential Event of Default is continuing or
         would occur as a result of such member of

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<PAGE>   134
         the Target Group or, as the case may be, the UK Group becoming an
         Additional Borrower.

33.3     RESIGNATION OF A BORROWER

         If at any time a Borrower (other than, prior to the Pushdown Date, the
         Original Borrower and, at any time thereafter, NTLIH for so long as it
         has the rights and obligations of the Original Borrower) is under no
         actual or contingent obligation under or pursuant to any Finance
         Document, the Relevant Obligor may request that such Borrower shall
         cease to be a Borrower by delivering to the Agent a Resignation Notice.
         Such Resignation Notice shall be accepted by the Agent on the date on
         which it notifies the Relevant Obligor that it is satisfied that such
         Borrower is under no actual or contingent obligation under or pursuant
         to any Finance Document and such Borrower shall immediately cease to be
         a Borrower and shall have no further rights, benefits or obligations
         hereunder save for those which arose prior to such date.

34.      ACCESSION OF GUARANTORS AND THE CWC PARENT

34.1     REQUEST FOR GUARANTOR

         The Relevant Obligor may request that any member of the UK Group or,
         prior to the Pushdown Date, the Target Group become a Guarantor by
         delivering to the Agent a Guarantor Accession Memorandum duly executed
         by the Relevant Obligor and such member of the UK Group or, as the case
         may be, the Target Group, together with the documents and other
         evidence listed in Part A (Accession Conditions Precedent) of Schedule
         10 (Additional Conditions Precedent) in relation to such subsidiary.

34.2     GUARANTOR CONDITIONS PRECEDENT

         A company, in respect of which the Relevant Obligor has delivered a
         Guarantor Accession Memorandum to the Agent, shall became a Guarantor
         and assume all the rights, benefits and obligations of a Guarantor as
         if it had been an original party hereto as a Guarantor on the date on
         which the Agent notifies the Relevant Obligor that it has received, in
         form and substance satisfactory to it, all the documents and other
         evidence listed in:

         34.2.1   Part B (CWC Holdings Conditions Precedent) of Schedule 3
                  (Conditions Precedent), in respect of the accession of CWC
                  Holdings as a Guarantor; or

         34.2.2   Part A (Accession Conditions Precedent) of Schedule 10
                  (Additional Conditions Precedent), in all other cases.

34.3     RESIGNATION OF A GUARANTOR

         The Relevant Obligor may request that a Guarantor (other than, prior to
         the Pushdown Date, the CWC Parent and, at any time thereafter, the
         Parent) ceases to be a Guarantor by delivering to the Agent a
         Resignation Notice. The Agent shall accept such Resignation Notice and
         notify the Relevant Obligor of its acceptance (whereupon such Guarantor
         shall immediately cease to be a Guarantor and shall have no further
         rights, benefits or obligations hereunder) if:


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<PAGE>   135
         34.3.1   the Agent has received evidence, in form and substance
                  satisfactory to it, confirming that after the release of such
                  a Guarantor the requirements of Clause 19.32 (Guarantors) will
                  continue to be satisfied; or

         34.3.2   an Instructing Group has consented to such request,

         unless on such date an Event of Default or Potential Event of Default
         is continuing or would occur as a result of such cessation.

34.4     ACCESSION OF CWC PARENT

         Upon the Original Borrower delivering the CWC Accession Memorandum to
         the Agent, CWC Holdings shall:

         34.4.1   become a Guarantor in accordance with, and subject to the
                  requirements of, Clause 34.2 (Guarantor Conditions Precedent);
                  and

         34.4.2   become the CWC Parent and assume all the rights, benefits and
                  obligations of the CWC Parent as if it had been an original
                  party hereto as the CWC Parent.

34.5     NTL TRIANGLE ACCESSION

         The Parent may request that all the members of the NTL Triangle
         Sub-Group become Guarantors by delivering to the Agent Guarantor
         Accession Memoranda duly executed by the Parent and the members of the
         NTL Triangle Sub-Group, together with the documents and other evidence
         listed in Part A (Accession Conditions Precedent) and Part B (Security
         Documentation) of Schedule 10 (Additional Conditions Precedent) in
         relation to such members of the NTL Triangle Sub-Group.

34.6     NTL TRIANGLE ACCESSION CONDITIONS PRECEDENT

         The members of the NTL Triangle Sub-Group, in respect of which the
         Parent has delivered Guarantor Accession Memoranda to the Agent, shall
         became Guarantors and each assume all the rights, benefits and
         obligations of a Guarantor as if it had been an original party hereto
         as a Guarantor on the date on which the Agent notifies the Parent that
         it has received, in form and substance satisfactory to it:

         34.6.1   all the documents and other evidence listed in Part A
                  (Accession Conditions Precedent) and Part B (Security
                  Documentation) of Schedule 10 (Additional Conditions
                  Precedent);

         34.6.2   a pro forma business plan (over a period ending at least one
                  year after the Final Maturity Date), together with the key
                  operating assumptions relating thereto, such a pro forma
                  business plan demonstrating:

                  (a)      pro forma compliance with the financial covenants set
                           out in Clause 18 (Financial Condition) until the
                           Final Maturity Date; and

                  (b)      that amounts available for drawdown under the
                           Revolving Facility and under other financing sources
                           committed to the UK Group are sufficient to meet the
                           UK Group's projected financing needs until the Final


                                     -132-
<PAGE>   136
                           Maturity Date (excluding the amount of principal to
                           be repaid in respect of the Revolving Facility on the
                           Final Maturity Date); and

         34.6.3   representations from the Parent to the Finance Parties (in the
                  form agreed by the Agent, acting reasonably) in relation to
                  such a business plan.

35.      CALCULATIONS AND EVIDENCE OF DEBT

35.1     BASIS OF ACCRUAL

         Interest and commitment commission shall accrue from day to day and
         shall be calculated on the basis of a year of 365 days (or, in any case
         where market practice differs, in accordance with market practice) and
         the actual number of days elapsed.

35.2     QUOTATIONS

         If on any occasion a Reference Bank or Bank fails to supply the Agent
         with a quotation required of it under the foregoing provisions of this
         Agreement, the rate for which such quotation was required shall be
         determined from those quotations which are supplied to the Agent,
         PROVIDED THAT, in relation to determining LIBOR, this Clause 35.2 shall
         not apply if only one Reference Bank supplies a quotation.

35.3     EVIDENCE OF DEBT

         Each Bank shall maintain in accordance with its usual practice accounts
         evidencing the amounts from time to time lent by and owing to it
         hereunder.

35.4     CONTROL ACCOUNTS

         The Agent shall maintain on its books a control account or accounts in
         which shall be recorded (a) the amount of any Revolving Advance or any
         Unpaid Sum and each Bank's share therein, (b) the amount of all
         principal, interest and other sums due or to become due from an Obligor
         and each Bank's share therein and (c) the amount of any sum received or
         recovered by the Agent hereunder and each Bank's share therein.

35.5     PRIMA FACIE EVIDENCE

         In any legal action or proceeding arising out of or in connection with
         this Agreement, the entries made in the accounts maintained pursuant to
         Clause 35.3 (Evidence of Debt) and Clause 35.4 (Control Accounts) shall
         be prima facie evidence of the existence and amounts of the specified
         obligations of the Obligors.

35.6     CERTIFICATES OF BANKS

         A certificate of a Bank as to (a) the amount by which a sum payable to
         it hereunder is to be increased under Clause 11.1 (Tax Gross-up), (b)
         the amount for the time being required to indemnify it against any such
         cost, payment or liability as is mentioned in Clause 11.2 (Tax
         Indemnity), Clause 13.1 (Increased Costs) or Clause 25.1 (Borrower's
         Indemnity) or (c) the amount of any credit, relief, remission or
         repayment as is mentioned in Clause 12.3 (Tax Credit Payment) or Clause
         12.4 (Tax Credit Clawback) shall, in the absence of manifest error, be
         prima facie evidence of the existence and amounts of the specified
         obligations of the Obligors.


                                     -133-
<PAGE>   137
35.7     AGENT'S CERTIFICATES

         A certificate of the Agent as to the amount at any time due from a
         Borrower hereunder or the amount which, but for any of the obligations
         of such Borrower hereunder being or becoming void, voidable,
         unenforceable or ineffective, at any time would have been due from such
         Borrower hereunder shall, in the absence of manifest error, be
         conclusive for the purposes of Clause 21 (Guarantee and Indemnity).

36.      REMEDIES AND WAIVERS, PARTIAL INVALIDITY

36.1     REMEDIES AND WAIVERS

         No failure to exercise, nor any delay in exercising, on the part of any
         Finance Party, any right or remedy under the Finance Documents shall
         operate as a waiver thereof, nor shall any single or partial exercise
         of any right or remedy prevent any further or other exercise thereof or
         the exercise of any other right or remedy. The rights and remedies
         herein provided are cumulative and not exclusive of any rights or
         remedies provided by law.

36.2     PARTIAL INVALIDITY

         If, at any time, any provision of the Finance Documents is or becomes
         illegal, invalid or unenforceable in any respect under the law of any
         jurisdiction, neither the legality, validity or enforceability of the
         remaining provisions thereof nor the legality, validity or
         enforceability of such provision under the law of any other
         jurisdiction shall in any way be affected or impaired thereby.

37.      NOTICES

37.1     COMMUNICATIONS IN WRITING

         Each communication to be made under the Finance Documents shall be made
         in writing and, unless otherwise stated, shall be made by fax or
         letter.

37.2     ADDRESSES

         Any communication or document to be made or delivered pursuant to the
         Finance Documents shall be made or delivered to the address or fax
         number (and the department or officer, if any, for whose attention the
         communication is made):

         37.2.1   in the case of the Parent, NTL CC, the Original
                  Borrower, the Security Trustee and the Agent,
                  identified with its name below;

         37.2.2   in the case of each Bank, notified in writing to the
                  Agent prior to the date hereof (or, in the case of a
                  Transferee, at the end of the Transfer Certificate to
                  which it is a party as Transferee);

         37.2.3   in the case of the CWC Parent, in the CWC Accession
                  Memorandum; and

         37.2.4   in the case of each Additional Obligor, in the
                  relevant Accession Memorandum,

         or to any substitute address, fax number or department or officer as
         the Parent, the CWC Parent, NTL CC, the Security Trustee, an Obligor or
         a Bank may notify to the

                                     -134-
<PAGE>   138
         Agent (or the Agent may notify to the Relevant Obligor (on its own
         behalf and on behalf of the other Obligors), the Security Trustee and
         the Banks, if a change is made by the Agent) by not less than five
         Business Days' notice. Any communication to be made to an Obligor
         (other than the Relevant Obligor) by fax shall be made to the fax
         number identified with the Relevant Obligor's name below (or, in the
         case of the CWC Parent, in the CWC Accession Memorandum). Any
         communication or document to be made or delivered to an Obligor (other
         than the Relevant Obligor) shall be copied to the Relevant Obligor. Any
         communication or document to be made or delivered to the Parent, the
         CWC Parent or any Obligor pursuant to the Finance Documents shall be
         copied to NTL CC (at the address or fax number indicated with its name
         below)

37.3     DELIVERY

         Any communication or document to be made or delivered by one person to
         another under or in connection with the Finance Documents shall only be
         effective:

         37.3.1   if by way of fax, when received in legible form;

         37.3.2   if by way of letter, when left at the relevant address or, as
                  the case may be, five days after being deposited in the post
                  postage prepaid in an envelope addressed to it at such
                  address; and

         37.3.3   if a particular department or officer is specified as part of
                  the address details provided under Clause 37.2 (Addresses), if
                  addressed to that department or officer,

         PROVIDED THAT any communication or document to be made or delivered to
         the Agent shall be effective only when received by its agency division
         and then only if the same is expressly marked for the attention of the
         department or officer identified with the Agent's signature below (or
         such other department or officer as the Agent shall from time to time
         specify for this purpose).

37.4     THE AGENT

         All notices from or to either the Parent, the CWC Parent, NTL CC or an
         Obligor shall be sent through the Agent.

37.5     ENGLISH LANGUAGE

         Each communication and document made or delivered by one party to
         another pursuant to the Finance Documents shall be in the English
         language or accompanied by a translation thereof into English certified
         (by an officer of the person making or delivering the same) as being a
         true and accurate translation thereof.

37.6     NOTIFICATION OF CHANGES

         Promptly upon receipt of notification of a change of address or fax
         number pursuant to Clause 37.2 (Addresses) or changing its own address
         or fax number the Agent shall notify the other parties hereto of such
         change.


                                     -135-
<PAGE>   139
37.7     DEEMED RECEIPT BY THE OBLIGORS

         Any communication or document made or delivered to the Relevant Obligor
         in accordance with Clause 37.3 (Delivery) shall be deemed to have been
         made or delivered to each of the Obligors.

38.      COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
         which taken together shall constitute one and the same instrument.

39.      AMENDMENTS

39.1     AMENDMENTS

         If the Agent has the prior consent of an Instructing Group, the Agent,
         the Relevant Obligor, NTL CC and the Obligors party to a Finance
         Document may from time to time agree in writing to amend such Finance
         Document or, as the case may be, the Agent may consent to or waive,
         prospectively or retrospectively, any of the requirements of such
         Finance Document and any amendments or waivers so agreed or consents so
         given shall be binding on all the Finance Parties, PROVIDED THAT no
         such waiver or amendment shall subject any Finance Party hereto to any
         new or additional obligations without the consent of such Finance
         Party.

39.2     AMENDMENTS REQUIRING THE CONSENT OF ALL THE BANKS

         An amendment or waiver which relates to:

         39.2.1   Clause 29 (Sharing) or this Clause 39;

         39.2.2   a change in the principal amount of or currency of any
                  Revolving Advance, or deferral of any Repayment Date, any
                  Reduction Date or the Final Maturity Date;

         39.2.3   a change in the Margin, the amount of any payment of interest,
                  fees or any other amount payable hereunder to any Finance
                  Party or deferral of the date for payment thereof;

         39.2.4   Clause 21 (Guarantee and Indemnity);

         39.2.5   a release of any of the Security;

         39.2.6   a Security Document, where such an amendment or waiver could
                  affect the nature or scope of the property subject to the
                  Security;

         39.2.7   an increase in the commitment of a Bank;

         39.2.8   a change to the Borrowers or Guarantors other than in
                  accordance with Clause 33 (Additional Borrowers) or Clause 34
                  (Accession of Guarantors and the CWC Parent);


                                     -136-
<PAGE>   140
         39.2.9   Clause 2.6 (Banks' Obligations Several), Clause 2.7 (Banks'
                  Rights Several), Clause 33 (Additional Borrowers) or Clause 34
                  (Accession of Guarantors and the CWC Parent);

         39.2.10  the conditions set out in sub-clause 3.1.9 of Clause 3.1
                  (Drawdown Conditions for Revolving Advances) if an Event of
                  Default or Potential Event of Default which relates to a
                  Repeated Representation or Clause 19.23 (Negative Pledge) is
                  continuing;

         39.2.11  the definition of Instructing Group, Permitted Encumbrance or
                  Potential Event of Default; or

         39.2.12  any provision which contemplates the need for the consent or
                  approval of all the Banks,

         shall not be made without the prior consent of all the Banks.

39.3     EXCEPTIONS

         Notwithstanding any other provisions hereof, the Agent shall not be
         obliged to agree to any such amendment or waiver if the same would:

         39.3.1   amend or waive this Clause 39, Clause 23 (Costs and Expenses)
                  or Clause 30 (The Agent, the Arrangers and the Banks); or

         39.3.2   otherwise amend or waive any of the Agent's rights hereunder
                  or subject the Agent or the Arrangers to any additional
                  obligations hereunder.

40.      GOVERNING LAW

         This Agreement is governed by English law.

41.      JURISDICTION

41.1     ENGLISH COURTS

         The courts of England have exclusive jurisdiction to settle any dispute
         (a "DISPUTE") arising out of or in connection with this Agreement
         (including a dispute regarding the existence, validity or termination
         of this Agreement or the consequences of its nullity).

41.2     CONVENIENT FORUM

         The parties agree that the courts of England are the most appropriate
         and convenient courts to settle Disputes between them and, accordingly,
         that they will not argue to the contrary.

41.3     NON-EXCLUSIVE JURISDICTION

         This Clause 41 is for the benefit of the Finance Parties only. As a
         result and notwithstanding Clause 41.1 (English Courts), it does not
         prevent any Finance Party from taking proceedings relating to a Dispute
         ("PROCEEDINGS") in any other courts with jurisdiction. To the extent
         allowed by law, the Finance Parties may take concurrent Proceedings in
         any number of jurisdictions.


                                     -137-
<PAGE>   141
41.4     SERVICE OF PROCESS

         NTL CC agrees that the documents which start any Proceedings and any
         other documents required to be served in relation to those Proceedings
         may be served on it by service of such documents on NTL Group Limited
         at NTL House, Bartley Wood Business Park, Hook, Hampshire RG27 9XA
         (marked for the attention of Robert Mackenzie) or, if different, its
         registered office.

         If NTL Group Limited ceases to have a place of business in Great
         Britain or, as the case may be, its appointment ceases to be effective,
         NTL CC shall immediately appoint another person in England to accept
         service of process on its behalf in England. If NTL CC fails to do so
         (and such failure continues for a period of not less than fourteen
         days), the Agent shall be entitled to appoint such a person by notice
         to NTL CC. Nothing contained herein shall restrict the right to serve
         process in any other manner allowed by law. This Clause 41.4 applies to
         Proceedings in England and to Proceedings elsewhere.



THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS
AGREEMENT.


                                     -138-
<PAGE>   142
                                   SCHEDULE 1

                                    THE BANKS

<TABLE>
<CAPTION>
BANK                                                                         COMMITMENT
                                                                               POUNDS
<S>                                                                         <C>
The Chase Manhattan Bank                                                    135,876,363.65
Morgan Stanley Dean Witter Bank Limited                                     135,876,363.65
Morgan Stanley Senior Funding, Inc.                                                      -
Bank of America, N.A.                                                       135,876,363.65
BNP Paribas                                                                 135,876,363.65
CIBC World Markets plc                                                      135,876,363.65
Citibank, N.A.                                                              135,876,363.65
Deutsche Bank AG London                                                     135,876,363.65
The Royal Bank of Scotland plc                                              135,876,363.65

Banca Commerciale Italiana S.p.A., London Branch                             90,355,878.78
The Bank of Nova Scotia                                                      90,355,878.78
Bankgesellschaft Berlin AG                                                   90,355,878.78
The Governor and Company of the Bank of Scotland                             90,355,878.78
Bayerische Landesbank Girozentrale acting through its
       London Branch                                                         90,355,878.78
Credit Lyonnais                                                              90,355,878.78
Fortis Bank S.A./N.V.                                                        90,355,878.78
HSBC Bank plc                                                                90,355,878.78
Morgan Guaranty Trust Company of New York                                    90,355,878.78
Westdeutsche Landesbank Girozentrale                                         90,355,878.78

Abbey National Treasury Services plc                                         54,616,969.70
Bayerische Hypo- und Vereinsbank AG, London Branch                           54,616,969.70
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.
       (trading as Rabobank International, London Branch)                    54,616,969.70
The Dai-Ichi Kangyo Bank, Limited                                            54,616,969.70
Dresdner Bank AG London Branch                                               54,616,969.70

Fleet National Bank                                                          45,672,727.28
Lloyds TSB Bank plc                                                          45,672,727.28

Credit Agricole Indosuez                                                     25,000,000.00
Credit Industriel et Commercial                                              25,000,000.00

The Bank of Tokyo-Mitsubishi, Ltd.                                           20,000,000.00
Barclays Bank PLC                                                            20,000,000.00
</TABLE>


                                     -139-
<PAGE>   143
<TABLE>
<S>                                                                         <C>
IBM United Kingdom Financial Services Limited                                20,000,000.00

Natexis Banques Populaires (London Branch)                                   15,000,000.00

The Governor and Company of the Bank of Ireland                              10,000,000.00
N M Rothschild & Sons Ltd                                                    10,000,000.00

TOTAL                                                                        2,500,000,000
</TABLE>



                                     -140-
<PAGE>   144
                                   SCHEDULE 2

                          FORM OF TRANSFER CERTIFICATE

To:      Chase Manhattan International Limited

                              TRANSFER CERTIFICATE

relating to the agreement (as from time to time amended, varied, novated or
supplemented, the "CREDIT AGREEMENT") dated o May 2000 whereby a L2,500,000,000
revolving loan facility was made available to a group of borrowers including NTL
Business Limited by a group of banks on whose behalf Chase Manhattan
International Limited acted as agent in connection therewith.

1.      Terms defined in the Credit Agreement shall, subject to any contrary
        indication, have the same meanings herein. The terms Bank, Transferee
        and Portion Transferred are defined in the schedule hereto.

2.      The Bank (i) confirms that the details in the schedule hereto under the
        heading "BANK'S PARTICIPATION IN THE REVOLVING FACILITY" and "REVOLVING
        ADVANCES" accurately summarises its participation in the Credit
        Agreement and the Term of any existing Revolving Advances and (ii)
        requests the Transferee to accept and procure the transfer by novation
        to the Transferee of the Portion Transferred (specified in the schedule
        hereto) of its Commitment and/or its participation in such Revolving
        Advance(s) by counter-signing and delivering this Transfer Certificate
        to the Agent at its address for the service of notices specified in the
        Credit Agreement.

3.      The Transferee hereby requests the Agent to accept this Transfer
        Certificate as being delivered to the Agent pursuant to and for the
        purposes of Clause 31.5 (Transfers by Banks) of the Credit Agreement so
        as to take effect in accordance with the terms thereof on the Transfer
        Date or on such later date as may be determined in accordance with the
        terms thereof.

4.      The Transferee confirms that it has received a copy of the Credit
        Agreement together with such other information as it has required in
        connection with this transaction and that it has not relied and will not
        hereafter rely on the Bank to check or enquire on its behalf into the
        legality, validity, effectiveness, adequacy, accuracy or completeness of
        any such information and further agrees that it has not relied and will
        not rely on the Bank to assess or keep under review on its behalf the
        financial condition, creditworthiness, condition, affairs, status or
        nature of the Parent, the CWC Parent, the NTL Holding Group or the
        Obligors.

5.      The Transferee hereby undertakes with the Bank and each of the other
        parties to the Credit Agreement that it will perform in accordance with
        their terms all those obligations which by the terms of the Finance
        Documents will be assumed by it after delivery of this Transfer
        Certificate to the Agent and satisfaction of the conditions (if any)
        subject to which this Transfer Certificate is expressed to take effect.


                                     -141-
<PAGE>   145
6.      The Bank makes no representation or warranty and assumes no
        responsibility with respect to the legality, validity, effectiveness,
        adequacy or enforceability of the Finance Documents or any document
        relating thereto and assumes no responsibility for the financial
        condition of the Obligors or for the performance and observance by the
        Obligors of any of its obligations under the Finance Documents or any
        document relating thereto and any and all such conditions and
        warranties, whether express or implied by law or otherwise, are hereby
        excluded.

7.      The Bank hereby gives notice that nothing herein or in the Finance
        Documents (or any document relating thereto) shall oblige the Bank to
        (a) accept a re-transfer from the Transferee of the whole or any part of
        its rights, benefits and/or obligations under the Finance Documents
        transferred pursuant hereto or (b) support any losses directly or
        indirectly sustained or incurred by the Transferee for any reason
        whatsoever including the non-performance by an Obligor or any other
        party to the Finance Documents (or any document relating thereto) of its
        obligations under any such document. The Transferee hereby acknowledges
        the absence of any such obligation as is referred to in (a) or (b)
        above.

8.      This Transfer Certificate and the rights, benefits and obligations of
        the parties hereunder shall be governed by and construed in accordance
        with English law.

                                  THE SCHEDULE

1.      Bank:

2.      Transferee:

3.      Transfer Date:

4.      Bank's Participation in the                        Portion Transferred
        Revolving Facility:
        Bank's Commitment

5.      Revolving Advance(s):             Term and Repayment Date
                                            Portion Transferred
        Amount of Bank's Participation
        [Transferor Bank]                         [Transferor Bank]
        By:                                       By:
        Date:                                     Date:


                                     -142-
<PAGE>   146
 ----------------------------------------------------------------------------

                      ADMINISTRATIVE DETAILS OF TRANSFEREE

Address:

Contact Name:

Account for Payments:

Telex:

Fax:

Telephone:

-----------------------------------------------------------------------------

NOTE: EACH TRANSFEREE SHOULD, AT THE SAME TIME AS EXECUTING THIS TRANSFER
CERTIFICATE, EXECUTE ACCESSION MEMORANDA IN RELATION TO THE SECURITY TRUST
AGREEMENT AND THE INTERCREDITOR AGREEMENT.



                                     -143-
<PAGE>   147
                                   SCHEDULE 3


                              CONDITIONS PRECEDENT

                                     PART B
                          INITIAL CONDITIONS PRECEDENT

(A)     CORPORATE DOCUMENTS

1.      In relation to the Parent, the Original Borrower, NTL UK, NTL CC and NTL
        Inc. (each an "ORIGINAL OBLIGOR"):

        (a)     a copy, certified as at the date of this Agreement a true and
                up-to-date copy by an Authorised Signatory of such Original
                Obligor, of the constitutional documents of such Original
                Obligor;

        (b)     a copy, certified as at the date of this Agreement a true and
                up-to-date copy by an Authorised Signatory of such Original
                Obligor, of a board resolution of such Original Obligor
                approving the execution, delivery and performance of the Finance
                Documents to which that Original Obligor is a party and the
                terms and conditions thereof and authorising a named person or
                persons to sign such Finance Documents and any documents to be
                delivered by such Original Obligor pursuant thereto;

        (c)     a certificate of an Authorised Signatory of such Original
                Obligor setting out the names and signatures of the persons
                authorised to sign, on behalf of such Original Obligor, the
                Finance Documents to which that Original Obligor is a party and
                any documents to be delivered by such Original Obligor pursuant
                thereto.

2.      In relation to the Original Borrower, a certificate of an Authorised
        Signatory of the Original Borrower confirming that utilisation of the
        full amount of the Revolving Facility would not breach any restriction
        of its borrowing powers.

3.      The Group Structure Chart referred to in paragraph (a) of the definition
        of that term.

(B)     ACCOUNTS AND REPORTS

1.      The Business Plan.

2.      Copies of the Original Financial Statements referred to in paragraphs
        (a) to (c) of the definition of that term, certified true copies by an
        Authorised Signatory of either the Original Borrower (in the case of its
        and the Target's financial statements) or the Parent (in the case of its
        financial statements).

(C)     ACQUISITION AND RELATED MATTERS

1.      A copy, certified by an Authorised Signatory of the Parent as true,
        complete and up-to-date, of the Transaction Agreement.


                                     -144-
<PAGE>   148
2.      A certificate from an Authorised Signatory of the Parent confirming that
        all the conditions precedent to the completion of the Acquisition in
        accordance with the Transaction Agreement have been satisfied or waived
        as permitted thereby save insofar as such conditions precedent relate to
        or are dependent upon the utilisation of the Revolving Facility.

3.      A copy, certified as being a true and complete copy by an Authorised
        Signatory of the Parent of the resolutions of the shareholders of the
        Target passed at the Court Meetings.

4.      A copy, certified as being a true and complete copy by an Authorised
        Signatory of Parent, of the resolutions of the shareholders of the
        Target passed at the EGM.

5.      A certified copy of the order of the Court sanctioning the Scheme under
        Section 425, as registered with the Registrar of Companies.

6.      Certified copies of executed stock transfer forms evidencing that NTL
        Holdings will, upon registration of the transfers effected by such stock
        transfer forms, hold shares in the issued share capital of CWC Holdings
        (representing 100 per cent. of the shares in CWC Holdings subject to the
        call option in favour of NTL Holdings granted pursuant to the
        Transaction Agreement).

7.      A certificate from an Authorised Signatory of the Parent confirming
        that, immediately following the completion of the Acquisition neither
        any member of the UK Group nor (to the best of such Authorised
        Signatory's knowledge and belief) any member of the Target Group shall
        have (or will have) any Financial Indebtedness outstanding (other than
        Permitted Indebtedness) and that all Encumbrances (other than Permitted
        Encumbrances) have been, or will be, discharged.

8.      A Certificate of an Authorised Signatory of the Parent confirming that
        all necessary consents, licences, authorisations and approvals in
        relation to the Acquisition and the Finance Documents have been
        obtained, together with copy letters from the ITC, Oftel and the DTI and
        copies of any consents or other approvals required under the terms of
        any Licence.

9.      A letter from the Parent's insurance broker addressed to the Agent
        confirming the adequacy of the UK Group's insurance cover.

(D)     SECURITY DOCUMENTS AND RELATED DOCUMENTATION

1.      The Original Borrower Intra-Group Loan Assignment and the Original
        Borrower Security Over Cash Agreement, duly executed and delivered by
        the Original Borrower.

2.      The NTL UK Subordination Agreement, duly executed by NTL UK.

3.      The NTL Subordination Agreement, duly executed by NTL Inc.

4.      The NTL Intra-Group Loan Assignment and the NTL Security Over Cash
        Agreement, duly executed and delivered by NTL Inc.


                                     -145-
<PAGE>   149
5.      The Security Trust Agreement duly executed and delivered by the parties
        thereto.

(E)     LEGAL OPINIONS

1.      A legal opinion from Clifford Chance, London, the Agent's English
        counsel in substantially the form distributed to the Banks prior to the
        signing of this Agreement.

2.      A legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP, NTL CC's
        Delaware counsel, in substantially the form distributed to the Banks
        prior to the signing of this Agreement.

(F)     MISCELLANEOUS

1.      The fees letters referred to in Clause 22.5 (Agency and Other Fees).

2.      Evidence that NTL Group Limited has agreed to act as the agent of NTL
        Inc. and NTL CC for the service of process in England in respect of:

        (a)     this Agreement (for NTL CC); and

        (b)     the NTL Subordination Agreement, the NTL Intra-Group Loan
                Assignment and the NTL Security Over Cash Agreement (for NTL
                Inc.).

3.      Evidence confirming that, in addition to the amounts specified in the
        balance sheet in the management accounts for the Group for the period
        ended 30 April 2000, an amount of no less than L2,800,000,000 (or its
        equivalent) has been or will on the Acquisition Date be invested in the
        common stock or convertible preferred stock of NTL Holdings by France
        Telecom S.A.

4.      Evidence that no less than:

        (a)     L215,798,000 was available for use by the UK Group as at 25 May
                2000; and

        (b)     L591,166,950 was available for use by the Original Borrower as
                at 25 May 2000,

        such evidence comprising of certificates from an Authorised Signatory of
        the Parent or, as the case may be, the Original Borrower.

5.      Evidence that the Working Capital Facility is in place and all
        conditions precedent thereunder (save for those that are conditional on
        the effectiveness of this Agreement) have been satisfied or waived in
        accordance with their terms.


                                     -146-
<PAGE>   150
                                     PART C

                        CWC HOLDINGS CONDITIONS PRECEDENT

(A)      CORPORATE DOCUMENTS

1.       In relation to CWC Holdings:

        (a)     a copy, certified as at the Execution Date a true and up-to-date
                copy by an Authorised Signatory of CWC Holdings, of the
                constitutional documents of CWC Holdings;

        (b)     a copy, certified as at the Execution Date a true and up-to-date
                copy by an Authorised Signatory of CWC Holdings, of a board
                resolution of CWC Holdings approving the execution, delivery and
                performance of the Finance Documents to which CWC Holdings is a
                party and the terms and conditions thereof and authorising a
                named person or persons to sign such Finance Documents and any
                documents to be delivered by CWC Holdings pursuant thereto;

        (c)     a certificate of an Authorised Signatory of CWC Holdings setting
                out the names and signatures of the persons authorised to sign,
                on behalf of CWC Holdings, the Finance Documents to which CWC
                Holdings is a party and any documents to be delivered by CWC
                Holdings pursuant thereto.

2.      A copy, certified as at the date of this Agreement a true and up-to-date
        copy by an Authorised Signatory of CWC Holdings, of the constitutional
        documents of the Target.

3.      A certificate of an Authorised Signatory of CWC Holdings confirming that
        the utilisation of the Revolving Facility would not breach any
        restriction of its borrowing and/or guaranteeing powers.

(B)     SECURITY DOCUMENTS AND RELATED DOCUMENTATION

1.      The CWC Holdings Share Charge and the CWC Holdings Intra-Group Loan
        Assignment, duly executed and delivered by CWC Holdings.

2.      A deed of accession to the Security Trust Agreement executed by CWC
        Holdings, substantially in the form set out in schedule 1 (Form of
        Obligor Deed of Accession) to the Security Trust Agreement.

3.      A letter from the Original Borrower to the Agent (attaching supporting
        advice from the Original Borrower's English solicitors) confirming that
        CWC Holdings is not prohibited by section 151 of the Companies Act 1985
        from entering into the Finance Documents and performing its obligations
        thereunder.

(C)     LEGAL OPINION

A       legal opinion from Clifford Chance, London, the Agent's English counsel
        in substantially the form distributed to the Banks prior to the signing
        of this Agreement.


                                     -147-
<PAGE>   151
                                   SCHEDULE 4
                               NOTICE OF DRAWDOWN

From:    [Borrower]

To:      Chase Manhattan International Limited

Dated:

Dear Sirs,

1.      We refer to the agreement (the "CREDIT AGREEMENT") dated o May 2000 and
        made between, among others, NTL Business Limited as the Original
        Borrower, Chase Manhattan International Limited as agent and the
        financial institutions named therein as Banks. Terms defined in the
        Credit Agreement shall have the same meaning in this notice.

2.      This notice is irrevocable.

3.      We hereby give you notice that, pursuant to the Credit Agreement and on
        [date of proposed Revolving Advance], we wish to borrow a Revolving
        Advance of L[ ] upon the terms and subject to the conditions contained
        therein.

4.      We would like this Revolving Advance to have a Term of [ ] months'
        duration.

5.      We confirm that, at the date hereof [no Certain Funds Event of Default
        is continuing] [(i) no Event of Default or Potential Event of Default is
        continuing and (ii) the Repeated Representations are true in all
        material respects] [(i) no Event of Default is continuing and (ii) those
        of the Repeated Representations, which are not capable of remedy or
        change if incorrect or misleading in any material respect, are true in
        all material respects]*.

6.      [L[ ] of this Revolving Advance will be applied to refinance Existing
        Target Indebtedness.] [As at the proposed date of drawdown, the Existing
        Target Indebtedness will have been fully repaid.]**

7.      [L[ ] of this Revolving Advance will be used to finance either the Cable
        & Wireless Loan, the South Herts Refinancing Loan, Asset Adjustment
        Payments or the working capital requirements of the UK Group or the
        Target Group. We confirm that the amount of such a Revolving Advance is
        equal to or less than the Available Working Capital Amount.]***

------------------

*   Use the first option for Revolving Advances to be made during the Certain
    Funds Period. Use second option for Revolving Advances to be made after the
    Certain Funds Period (if not Rollover Advances). Use third option for
    Rollover Advances.

**  Delete as appropriate.

*** To be included for working capital Advances to be made prior to the Pushdown
    Date.



                                     -148-
<PAGE>   152
8.      The proceeds of this drawdown should be credited to [insert account
        details].

                                               Yours faithfully

                                         .............................
                                             Authorised Signatory
                                             for and on behalf of
                                           [Insert name of Borrower]


                                     -149-
<PAGE>   153
                                   SCHEDULE 5

                              EXISTING ENCUMBRANCES

(A)      TARGET GROUP
<TABLE>
<CAPTION>

              CHARGOR                  DATE                            BENEFICIARY                 SUMMARY
              -------                  ----                            -----------                 -------
<S>                               <C>                <C>                                 <C>
CWC (Ealing) Ltd                     30.12.91         Citicorp Investment Bank Ltd        Deed of Charge (relating to obligations
                                                                                          under a lease, ancillary agreements and
                                                                                          guarantee). Charges the "Charges
                                                                                          Equipment".

CWC Holdings (Leeds) Ltd             07.09.95         NatWest Leasing (GB) Ltd            Fixed charge over 16,092,892 shares in CWC
                                                                                          (Leeds) and the "Equipment" as defined in
                                                                                          the 12 and 7 year leases (unavailable).

CWC Holdings (East
 London) Ltd                         22.03.96         NatWest Specialist Finance Ltd      Fixed charge over 317,520 shares in the
                                                                                          Borrower (presumably CWC (East London).

CWC (Kent) Ltd                       22.03.96         NatWest Specialist Finance Ltd      Debenture.

CWC (B) Ltd                        (i) and (ii)       (i) and (ii) Nationbanks N.A.       (i) Share charge re. Monies due from BCM
                                   18.04.95 x 2         (Carolinas) x2                        (South Herts) Ltd

                                                                                          (ii) Subordination deed (again relating to
                                                                                               BCM (South Herts) Ltd)

CWC (Southampton and
   Eastleigh) Ltd                   30.07.92           NatWest Bank plc                   Charge over credit balance (L1,139,199)

</TABLE>

                                      -150-
<PAGE>   154
<TABLE>
<CAPTION>

              CHARGOR                  DATE                            BENEFICIARY                 SUMMARY
              -------                  ----                            -----------                 -------
<S>                               <C>                <C>                                 <C>
CWC (South East) Ltd             (i)   06.05.97       (i)   NatWest Specialist Finance    (i)   Collateral accounts security
                                                                                                assignment.

                                 (ii)  25.08.98       (ii)  NatWest Leasing (GB)          (ii)  Deed of sale, assignment and
                                                                                                amendment re leases dated 22/3/96
                                                                                                (fiche not available).

                                 (iii) 06.10.99       (iii) Canadian Imperial
                                                            Bank of Commerce              (iii) Deposit agreement and charge.

                                 (iv)  06.10.99       (iv)  Canadian Imperial
                                                            Bank of Commerce              (iv)  Deposit agreement and charge.

                                 (v)   06.10.99       (v)   NatWest Lessors Ltd           (v)   Deed of assignment, amendment and
                                                                                                security unwind re agreements dated
                                                                                                22/3/96.

CWC Corporation Ltd                  16.08.93         Barclays Bank plc                    Legal charge over 11-29 Belmont Hill,
                                                                                           Lewisham (279230 and SGL 1037). Secures
                                                                                           only liabilities relating to bank account
                                                                                           24923057 with the Ocean Village,
                                                                                           Southampton branch.

CWC (Leeds) Ltd                  (i)   07.09.95       (i)   NatWest Leasing (GB) Ltd       (i)  Debenture. Secures all obligations.
                                                                                                Charges all real property with
                                                                                                market value of L1m+, goodwill, bad
                                                                                                debts, IP etc.

                                 (ii)  26.09.96       (ii)  NatWest Leasing (GB) Ltd       (ii)  Conformatory deed of assignment.

                                 (iii) 06.05.97       (iii) NatWest Leasing (GB) Ltd       (iii)  Collateral accounts security
                                                                                                  assignment.

                                 (iv)  06.10.99       (iv)  NatWest Lessors                (iv)   Deed of assignment, amendment and
                                                                                                  security unwind relating to leases
                                                                                                  dated 7/9/95. Secures all
                                                                                                  liabilities under the "Operative
                                                                                                  Documents" (all
</TABLE>


                                      -151-
<PAGE>   155
<TABLE>
<CAPTION>

              CHARGOR                  DATE                            BENEFICIARY                 SUMMARY
              -------                  ----                            -----------                 -------
<S>                               <C>                <C>                                 <C>

                                                                                            dated 07.09.95)

                                                                                         -  12 year lease

                                                                                         -  17 year lease

                                                                                         -  Agreement to acquire

                                                                                         -  Construction agreement

                                                                                         -  Collateral accounts agreement

                                                                                         -  Lease security agreement

                                                                                         -  Guarantee from CWC Holdings (Leeds)

                                                                                         -  10m Guarantee

                                                                                         -  Priority agreement (06.05.97)

                                                                                         -  Collateral accounts security assignment
</TABLE>



                                     -152-
<PAGE>   156
(B) UK GROUP
<TABLE>
<CAPTION>
              CHARGOR                      DATE                 BENEFICIARY                                    SUMMARY
              -------                      ----                 -----------                                    -------
<S>                                  <C>                <C>                                         <C>
NTL Technologies Limited             (i)   30.09.95       (i)   Barclays Bank Plc                     (i)   Guarantee and debenture.
                                     (ii)  15.1.96        (ii)  Barclays Bank Plc                     (ii)  Deed of assignment of
                                                                                                            life policies.
                                     (iii) 3.11.97        (iii) Barclays Bank Plc                     (iii) Debenture.
                                     (iv)  23.11.98       (iv)  Barclays Bank Plc                     (iv)  Charge on cash
                                                                                                             collateral account.
                                     (v)   23.11.98       (v)   Barclays Bank Plc                     (v)   Charge over shares and
                                                                                                             securities.
NTL Kirklees                         (i)   31.01.97       (i)   National Westminster Plc              (i)   Charge over credit
                                                                                                             balance.
                                     (ii)  06.09.97       (ii)  National Westminster Plc              (ii)  Charges over credit
                                                                                                             balances.
NTL South Wales Limited              (i)   31.01.97       (i)   National Westminster Bank Plc         (i)   Charge over credit
                                                                                                             balances.
                                     (ii)  04.06.97       (ii)  National Westminster Bank Plc         (ii)  Charges over credit
                                                                                                             balances.
                                     (iii) 06.08.97       (iii) National Westminster Bank Plc        (iii) Charge over credit
                                                                                                             balances.
Cable Tel Surrey & Hampshire         06.08.97                National Westminster Bank Plc                  Charge over credit
  Limited                                                                                                    balances.

Cable Tel Herts. & Beds Limited      06.08.97                National Westminster Bank Plc                  Charge over credit
                                                                                                              balances.
NTL South Central Limited            14.12.93                Uberior Nominees (Gulliver
                                                             D.P.U.T.) Limited                              Deed of deposit.
</TABLE>



                                                               -153-
<PAGE>   157
<TABLE>
<CAPTION>
              CHARGOR                      DATE                 BENEFICIARY                                    SUMMARY
              -------                      ----                 -----------                                    -------
<S>                                  <C>                <C>                                         <C>
National Trans-communications        (i)   10.06.96       (i)   Chase Manhattan Bank N.A.              (i)   Mortgage or charge
 Limited                                                                                                     executed outside the
                                                                                                             United Kingdom and
                                                                                                             comprising property
                                                                                                             situated outside the
                                                                                                             United Kingdom.

                                     (ii)  17.10.97       (ii)  Chase Manhattan International Limited  (ii)  Debenture.

CableTel (Northern Ireland) Limited  (i)   06.08.97       (i)   National Westminster Bank PLC          (i)   Charge over deposit.

                                     (ii)  17.10.97       (ii)  Chase Manhattan International Limited  (ii)  Debenture.
</TABLE>


                                      -154-
<PAGE>   158
                                   SCHEDULE 6
                         FORM OF COMPLIANCE CERTIFICATE

To:      Chase Manhattan International Limited

Date:

Dear Sirs,

1.       We refer to an agreement (the "CREDIT AGREEMENT") dated o May 2000 and
         made between, among others, NTL Business Limited as the Original
         Borrower, Chase Manhattan International Limited as agent and the
         financial institutions defined therein as Banks.

2.       Terms defined in the Credit Agreement shall bear the same meaning
         herein.

3.       We confirm that:

         (a)      [The ratio of the Target Group Net Senior Debt on [Quarter
                  Date] to the Annualised EBITDA of the Target Group for the
                  Relevant Period ended on [Quarter Date] was [ ]:1.]

         (b)      [The ratio of the EBITDA of the Target Group for the Relevant
                  Period ended on [Quarter Date] to the Target Group Net Senior
                  Finance Charges for that Relevant Period was [ ]:1.]

         (c)      The ratio of the UK Group Net Senior Debt on [Quarter Date] to
                  the Annualised EBITDA of the UK Group for the period ended on
                  [Quarter Date] was [ ]:1.

         (d)      The ratio of the EBITDA of the UK Group for the Relevant
                  Period ended on [Quarter Date] to the UK Group Net Senior
                  Finance Charges for that Relevant Period was [ ]:1.

         (e)      [The ratio of the EBITDA of the UK Group for the Relevant
                  Period ended on [Quarter Date] to the Total Net Finance
                  Charges for that Relevant Period was [ ]:1.]

         (f)      [The ratio of the Total Net Debt on [Quarter Date] to the
                  Annualised EBITDA of the UK Group for the Relevant Period
                  ended on [Quarter Date] was [ ]:1.

         The calculations of the above ratios are set out in the Schedule to
         this Compliance Certificate.

4.       On the basis of above, we confirm that the Margin in relation to any
         Revolving Advance made after your receipt of this Compliance
         Certificate will be [          ] per cent. per annum

5.       We also confirm that:


                                     -155-
<PAGE>   159
         (a)      The aggregate EBITDA of the Guarantors for the 12 month period
                  ending on [Quarter Date] equalled or exceeded [90/95] per
                  cent. of the consolidated EBITDA of the [UK Group / Target
                  Group] for such 12 month period.

         (b)      The amount of Available Excess Cash Flow as at [ ] was [ ].

Signed



-----------------------------------      --------------------------------------

Director                                 Director
of                                       of
[Cable & Wireless Communications         [Cable & Wireless Communications
(Holdings) plc/NTL Communications        (Holdings) plc/NTL Communications
Limited]                                 Limited]

                                  THE SCHEDULE

                       COMPLIANCE CERTIFICATE CALCULATIONS



(A)    RATIO OF TARGET GROUP NET SENIOR DEBT TO TARGET GROUP ANNUALISED EBITDA:

1.     Target Group Net Senior Debt:

       Outstandings under the Facility:
                                                            -------------------

       Other relevant Indebtedness for Borrowed Money:
                                                            -------------------
       Minus

       Intercompany Loans:
                                                            -------------------
       Minus

       Subordinated Debt:
                                                            -------------------

       Minus

       Ending Cash held by members of the Target Group
                                                            -------------------

       TARGET GROUP NET SENIOR DEBT


                                     -156-
<PAGE>   160
2.      Target Group Annualised EBITDA:
        (All line items below refer to the Relevant Period)

        Target Group net income
                                                            -------------------
        Plus
        Any tax provisions
                                                            -------------------
        Plus
        Any interest (whether cash or PIK), commissions,
        discounts or other fees, and any amounts related to
        interest hedging arrangements
                                                            -------------------
        Plus
        Any exceptional or extraordinary items
                                                            -------------------
        Plus
        Any amortisation and depreciation
                                                            -------------------
        TARGET GROUP EBITDA FOR THE RELEVANT PERIOD
                                                            -------------------
        Multiplied by 2

        TARGET GROUP ANNUALISED EBITDA
                                                            -------------------

3.      Ratio:
                                                            -------------------


(B)     RATIO OF TARGET GROUP NET SENIOR INTEREST COVER:

1.      Target Group EBITDA for the Relevant Period:

        (All line items below refer to the Relevant Period)

        Target Group net income
                                                            -------------------
        Plus
        Any tax provisions
                                                            -------------------
        Plus
        Any interest (whether cash or PIK), commissions,
        discounts or other fees, and any amounts related to
        interest hedging arrangements
                                                            -------------------
        Plus
        Any exceptional or extraordinary items
                                                            -------------------
        Plus
        Any amortisation and depreciation
                                                            -------------------
        TARGET GROUP EBITDA FOR THE RELEVANT PERIOD
                                                            -------------------


                                     -157-
<PAGE>   161
2.      Target Group Net Senior Finance Charges (for the Relevant Period):

        Aggregate amount of interest
                                                            -------------------
        on Target Group Net Senior Debt

        Plus
        Commission, fees, and finance payments payable by
        Target Group under interest hedging arrangements
                                                            -------------------
        Minus
        Commission, fees, and finance payments receivable
        by Target Group
                                                            -------------------
        Minus
        Any interest receivable
                                                            -------------------
        TARGET GROUP NET SENIOR FINANCE CHARGES
                                                            -------------------


3.      Ratio:
                                                            -------------------


(C)     UK GROUP NET SENIOR DEBT TO ANNUALISED EBITDA:

1.      UK Group Net Senior Debt:

        Outstandings under the Facility:
                                                            -------------------
        Other relevant Indebtedness for Borrower Money:
                                                            -------------------
        Minus
        Intercompany loans
                                                            -------------------
        Minus
        Subordinated Debt
                                                            -------------------
        Minus
        Ending Cash held by members of the UK Group
                                                            -------------------
        UK GROUP NET SENIOR DEBT
                                                            -------------------


2.       UK Group Annualised EBITDA:
        (All line items below refer to the Relevant Period)

        UK Group net income
                                                            -------------------
        Plus
        Any tax provisions
                                                            -------------------
        Plus
        Any interest, commissions, discounts or other fees,
        and any amounts related to
        interest hedging arrangements
                                                            -------------------
        Plus
        Any exceptional or extraordinary items
                                                            -------------------


                                     -158-
<PAGE>   162
        Plus
        Any amortisation and depreciation
                                                            -------------------
        UK GROUP EBITDA FOR THE RELEVANT PERIOD
        Multiplied by 2
                                                            -------------------
        UK GROUP ANNUALISED EBITDA
                                                            -------------------

3.      Ratio:
                                                            -------------------


(D)     RATIO OF UK GROUP NET SENIOR INTEREST COVER RATIO:

1.      UK Group EBITDA for the Relevant Period:

        (All line items below refer to the Relevant Period)

        UK Group net income
                                                            -------------------
        Plus
        Any tax provisions
                                                            -------------------
        Plus
        Any interest, commissions, discounts or other fees,
        and any amounts related to
        interest hedging arrangements
                                                            -------------------
        Plus
        Any exceptional or extraordinary items
                                                            -------------------
        Plus
        Any amortisation and depreciation
                                                            -------------------
        UK GROUP EBITDA FOR THE RELEVANT PERIOD
                                                            -------------------


2.      UK Group Net Senior Finance Charges (for the Relevant Period):

        Aggregate amount of senior interest
        on UK Group Net Senior Debt
                                                            -------------------
        Plus
        Commission, fees, and finance payments payable by
        UK Group under interest hedging arrangements
                                                            -------------------
        Minus
        Commission, fees, and finance payments receivable
        by UK Group
                                                            -------------------
        Minus
        Any interest receivable
                                                            -------------------


                                     -159-
<PAGE>   163
       UK GROUP NET SENIOR FINANCE CHARGES
                                                            -------------------

3.       Ratio:
                                                            -------------------
(E)      RATIO OF TOTAL NET DEBT TO ANNUALISED EBITDA:

1.       UK Group Net Total Debt:

        UK Group Net Senior Debt:
                                                            -------------------
        Plus
        Covenant Group Net Debt
                                                            -------------------
        Minus
        Ending Cash held by members of the UK Group
                                                            -------------------
        Minus
        Ending Cash held by member of the Covenant Group:
                                                            -------------------
        TOTAL NET DEBT
                                                            -------------------


2.      UK Group Annualised EBITDA:
        (All line items below refer to the Relevant Period)

        UK Group net income
                                                            -------------------
        Plus
        Any tax provisions
                                                            -------------------
        Plus
        Any interest, commissions, discounts or other fees,
        and any amounts related to
        interest hedging arrangements
                                                            -------------------
        Plus
        Any exceptional or extraordinary items
                                                            -------------------
        Plus
        Any amortisation and depreciation
                                                            -------------------
        UK GROUP EBITDA FOR THE RELEVANT PERIOD
                                                            -------------------
        Multiplied by 2

        UK GROUP ANNUALISED EBITDA
                                                            -------------------


3.       Ratio:
                                                            -------------------
(F)      TOTAL INTEREST COVER RATIO:

1.       UK Group EBITDA for the Relevant Period:

        (All line items below refer to the Relevant Period)


                                     -160-
<PAGE>   164
        UK Group net income
                                                            -------------------
        Plus
        Any tax provisions
                                                            -------------------
        Plus
        Any interest, commissions, discounts or
        other fees, and any amounts related to
        interest hedging arrangements
                                                            -------------------
        Plus
        Any exceptional or extraordinary items
                                                            -------------------
        Plus
        Any amortisation and depreciation
                                                            -------------------
        UK GROUP EBITDA FOR THE RELEVANT PERIOD
                                                            -------------------


2.      Total Net Finance Charges (for the Relevant Period):

        Aggregate amount of interest
                                                            -------------------
        on Total Net Debt

        Plus
        Commission, fees, and finance
        payments payable by Target Group under
        interest hedging arrangements
                                                            -------------------
        Minus
        Commission, fees, and finance
        payments receivable by Target Group
                                                            -------------------
        Minus
        Any interest receivable
                                                            -------------------
        TOTAL NET FINANCE CHARGES
                                                            -------------------


3.      Ratio:
                                                            -------------------


                                     -161-
<PAGE>   165
                                   SCHEDULE 7


                      FORM OF BORROWER ACCESSION MEMORANDUM

To:           Chase Manhattan International Limited

From:         [Subsidiary]
              and
              [Cable & Wireless Communications (Holdings) plc (the "CWC
              PARENT")/ NTL Communications Limited (the "PARENT").]
Dated:

Dear Sirs,

1.     We refer to an agreement (the "CREDIT AGREEMENT") dated o May 2000 and
       made between, among others, NTL Business Limited as the Original
       Borrower, Chase Manhattan International Limited as agent and the
       financial institutions defined therein as Banks.

2.     Terms defined in the Credit Agreement shall bear the same meaning herein.

3.     The [CWC] Parent requests that [Subsidiary] become an Additional Borrower
       pursuant to Clause 33.1 (Request for Additional Borrower) of the Credit
       Agreement.

4.     [Subsidiary] is duly organised under the laws of [name of relevant
       jurisdiction].

5.     [Subsidiary] confirms that it has received from the [CWC] Parent a true
       and up-to-date copy of the Credit Agreement.

6.     [Subsidiary] undertakes, upon its becoming a Borrower, to perform all the
       obligations expressed to be undertaken under the Credit Agreement by a
       Borrower and agrees that it shall be bound by the Credit Agreement in all
       respects as if it had been an original party thereto as an Original
       Borrower.

7.     [The [CWC] Parent confirms that, if [Subsidiary] is accepted as an
       Additional Borrower, its guarantee obligations pursuant to Clause 21
       (Guarantee and Indemnity) of the Credit Agreement will apply to all the
       obligations of [Subsidiary] under the Finance Documents in all respects
       in accordance with the terms of the Credit Agreement.]

8.     The [CWC] Parent:

       (a)    repeats the Repeated Representations; and

       (b)    confirms that no Event of Default or Potential Event of Default is
              continuing or would occur as a result of [Subsidiary] becoming an
              Additional Borrower.

9.     [Subsidiary] makes the representations and warranties referred to in
       sub-clause 16.1.1 of Clause 16.1 (Representing Parties).


                                     -162-
<PAGE>   166
10.    [Subsidiary's] administrative details are as follows:

        Address:

        Fax No.:

11.    [Subsidiary] agrees that the documents which start any Proceedings and
       any other documents required to be served in relation to those
       Proceedings may be served on it at [address of Subsidiary's place of
       business in England] or at any address in Great Britain at which process
       may be served on it in accordance with Part XXIII of the Companies Act
       1985]/[on name of process agent in England at address of process agent
       or, if different, its registered office. If [[Subsidiary] ceases to have
       a place of business in Great Britain]/[the appointment of the person
       mentioned above ceases to be effective], [Subsidiary] shall immediately
       appoint another person in England to accept service of process on its
       behalf in England. If it fails to do so (and such failure continues for a
       period of not less than fourteen days), the Agent shall be entitled to
       appoint such a person by notice. Nothing contained herein shall restrict
       the right to serve process in any other manner allowed by law. This
       applies to Proceedings in England and to Proceedings elsewhere.]

12.    [Notwithstanding any other provision of the Finance Documents, the
       Additional Borrower shall not, prior to the Pushdown Date, be liable for
       or in respect of, or to procure the performance of, any obligations of
       the Original Borrower or any member of the Target Group nor, prior to the
       Pushdown Date, shall there be any recourse to the Additional Borrower for
       any representation, warranty or certification made in respect of the
       Original Borrower or any member of the Target Group or any document,
       circumstances or matter pertaining to any member of the Target Group or
       the Original Borrower nor prior to the Pushdown Date, shall any member of
       the Group (other than the Original Borrower and any members of the Target
       Group) be liable for any commitment commission or costs, expenses or
       taxes arising in connection with the availability of the Revolving
       Facility or the utilisation of the Revolving Facility by the Original
       Borrower or any member of the Target Group nor, prior to the Pushdown
       Date shall any of the Finance Parties exercise any right to consolidate
       or set-off credit balances maintained by any member of the Group (other
       than the Original Borrower or any member of the Target Group) against any
       obligations or liabilities of the Original Borrower or any member of the
       Target Group.]1

13.    This Memorandum shall be governed by English law.

       [CABLE & WIRELESS COMMUNICATIONS            [Subsidiary]
       (HOLDINGS) plc/NTL COMMUNICATIONS LIMITED]
       By:                                         By:
          -----------------------------------          ------------------------


                                     -163-
<PAGE>   167
                                   SCHEDULE 8

                     FORM OF GUARANTOR ACCESSION MEMORANDUM

To:         Chase Manhattan International Limited

From:       [Subsidiary] (the "ADDITIONAL GUARANTOR")
            and
            [Cable & Wireless Communications (Holdings) plc (the "CWC PARENT")/
            NTL Communications Limited (the "PARENT")]
Dated:

Dear Sirs,

1.     We refer to an agreement (the "CREDIT AGREEMENT") dated    May 2000 and
       made between, among others, NTL Business Limited as the Original
       Borrower, Chase Manhattan International Limited as agent and the
       financial institutions defined therein as Banks.

2.     Terms defined in the Credit Agreement shall bear the same meaning herein.

3.     The [CWC] Parent requests that the Additional Guarantor become a
       Guarantor pursuant to Clause 34.1 (Request for Guarantor) of the Credit
       Agreement.

4.     The Additional Guarantor is duly organised under the laws of [name of
       relevant jurisdiction].

5.     The Additional Guarantor confirms that it has received from the [CWC]
       Parent a true and up-to-date copy of the Credit Agreement and a list of
       the Borrowers as at the date hereof.

6.     The Additional Guarantor undertakes, upon its becoming a Guarantor, to
       perform all the obligations expressed to be undertaken under the Credit
       Agreement by a Guarantor and agrees that it shall be bound by the Credit
       Agreement in all respects as if it had been an original party thereto as
       a Guarantor.

7.     The [CWC] Parent:

       (a)    repeats the Repeated Representations; and

       (b)    confirms that no Event of Default or Potential Event of Default is
              continuing or would occur as a result of the Additional Guarantor
              becoming a Guarantor.

8.     The Additional Guarantor makes the representations and warranties
       referred to in sub-clause 16.1.1 of Clause 16.1 (Representing Parties)
       insofar as such representations and warranties are Repeated
       Representations.


                                     -164-
<PAGE>   168
9.     The Additional Guarantor's administrative details are as follows:

        Address:

        Fax No.:

10.    The Additional Guarantor agrees that the documents which start any
       Proceedings and any other documents required to be served in relation to
       those Proceedings may be served on it at [address of Subsidiary's place
       of business in England] or at any address in Great Britain at which
       process may be served on it in accordance with Part XXIII of the
       Companies Act 1985] / [on name of process agent in England at address of
       process agent or, if different, its registered office. If the Additional
       Guarantor ceases to have a place of business in Great Britain]/[ the
       appointment of the person mentioned above ceases to be effective], the
       Additional Guarantor shall immediately appoint another person in England
       to accept service of process on its behalf in England. If it fails to do
       so (and such failure continues for a period of not less than fourteen
       days), the Agent shall be entitled to appoint such a person by notice.
       Nothing contained herein shall restrict the right to serve process in any
       other manner allowed by law. This applies to Proceedings in England and
       to Proceedings elsewhere.]

11.    [Notwithstanding any other provision of the Finance Documents, the
       Additional Guarantor shall not, prior to the Pushdown Date, be liable for
       or in respect of, or to procure the performance of, any obligations of
       the Original Borrower or any member of the Target Group nor, prior to the
       Pushdown Date, shall there be any recourse to the Additional Guarantor
       for any representation, warranty or certification made in respect of the
       Original Borrower or any member of the Target Group or any document,
       circumstances or matter pertaining to any member of the Target Group or
       the Original Borrower nor prior to the Pushdown Date, shall any member of
       the Group (other than the Original Borrower and any member of the Target
       Group) be liable for any commitment commission or costs, expenses or
       taxes arising in connection with the availability of the Revolving
       Facility or the utilisation of the Revolving Facility by the Original
       Borrower or any member of the Target Group nor, prior to the Pushdown
       Date shall any of the Finance Parties exercise any right to consolidate
       or set-off credit balances maintained by any member of the Group (other
       than the Original Borrower or any member of the Target Group) against any
       obligations or liabilities of the Original Borrower or any member of the
       Target Group.]2

12.    This Memorandum shall be governed by English law.

13.    This Memorandum is executed and delivered as a deed by [the Additional
       Guarantor].

----------------------------------------------------
[Director of [Subsidiary]

-----------------------------------------------------

                                     -165-
<PAGE>   169
Director/Secretary of [Subsidiary]]
or

[The Common Seal of [Subsidiary]
was affixed to this deed in the presence of

                                           ------------------------------------
                                                Director of [Subsidiary]

                                           ------------------------------------
                                           Director/Secretary of [Subsidiary]]**

[CABLE & WIRELESS COMMUNICATIONS (HOLDINGS) PLC/
NTL COMMUNICATIONS LIMITED]

By:
    ----------------------------------------


                                     -166-
<PAGE>   170
                                   SCHEDULE 9


                            CWC ACCESSION MEMORANDUM

To:             Chase Manhattan International Limited

From:           Cable & Wireless Communications (Holdings) plc ("CWC HOLDINGS")
                and
                NTL Business Limited (the "ORIGINAL BORROWER")
Dated:          [                     ]

Dear Sirs,

1.     We refer to an agreement (the "CREDIT AGREEMENT") dated      May 2000 and
       made between, among others, the Original Borrower, Chase Manhattan
       International Limited as agent and the financial institutions defined
       therein as Banks.

2.     Terms defined in the Credit Agreement shall bear the same meaning herein.

3.     The Original Borrower requests that CWC Holdings becomes:

       (a)    a Guarantor; and

       (b)    the CWC Parent,

       in each case pursuant to Clause 34 (Accession of Guarantors and the CWC
       Parent) of the Credit Agreement.

4.     CWC Holdings is a company duly incorporated under English law (company
       number 3922682).

5.     CWC Holdings confirms that it has received from the Original Borrower a
       true and up-to-date copy of the Credit Agreement and a list of the
       Borrowers as at the date hereof.

6.     CWC Holdings undertakes:

       (a)    upon its becoming a Guarantor, to perform all the obligations
              expressed to be undertaken under the Credit Agreement by a
              Guarantor; and

       (b)    upon its becoming the CWC Parent, to perform all the obligations
              expressed to be undertaken under the Credit Agreement by the CWC
              Parent,

       and agrees that it shall be bound by the Credit Agreement in all respects
       as if it had been an original party thereto as a Guarantor and the CWC
       Parent.

7.     The Original Borrower:

       (a)    repeats the Repeated Representations; and


                                     -167-
<PAGE>   171
       (b)    confirms that no Event of Default or Potential Event of Default is
              continuing or would occur as a result of CWC Holdings becoming a
              Guarantor and the CWC Parent.

8.     CWC Holdings makes the representations and warranties referred to in
       sub-clause 16.1.2 and 16.1.3 of Clause 16.1 (Representing Parties).

9.     CWC Holdings' administrative details are as follows:

        Address:

        Fax No.:

10.    This Memorandum shall be governed by English law.

11.    This Memorandum is executed and delivered as a deed by CWC Holdings.



CABLE & WIRELESS COMMUNICATIONS (HOLDINGS) PLC
Executed as a Deed for it and on its behalf


By:
         -------------------------------------
         Director


         ------------------------------------
         Director/Secretary



NTL BUSINESS LIMITED


By:


                                     -168-
<PAGE>   172
                                  SCHEDULE 10

                         ADDITIONAL CONDITIONS PRECEDENT

                                     PART A
                         ACCESSION CONDITIONS PRECEDENT

1.     Copies, certified as at the date of the relevant Accession Memorandum a
       true and up-to-date copies by an Authorised Signatory of the proposed
       Additional Obligor, of:

       (a)    if such a proposed Additional Obligor is incorporated in a state
              of the United States of America, the certificate of incorporation,
              by laws and a certificate of good standing of such a proposed
              Additional Obligor; or

       (b)    in all other cases, the constitutional documents of such proposed
              Additional Obligor.

2.     A copy, certified as at the date of the relevant Accession Memorandum a
       true and up-to-date copy by an Authorised Signatory of the proposed
       Additional Obligor, of a board resolution of such proposed Additional
       Obligor approving the execution and delivery of an Accession Memorandum,
       the accession of such proposed Additional Obligor to this Agreement and
       the performance of its obligations under the Finance Documents and
       authorising a named person or persons to sign such Accession Memorandum,
       any other Finance Document and any other documents to be delivered by
       such proposed Additional Obligor pursuant thereto.

3.     A certificate of an Authorised Signatory of the proposed Additional
       Obligor setting out the names and signatures of the person or persons
       authorised to sign, on behalf of such proposed Additional Obligor, the
       Accession Memorandum, any other Finance Documents and any other documents
       to be delivered by such proposed Additional Obligor pursuant thereto
       (including, without limitation, a Debenture and the other Security
       Documents to be delivered pursuant to Part B (Security Documentation) of
       this Schedule) and the deed of accession referred to in paragraph 11 of
       this Schedule.

4.     A certificate of an Authorised Signatory of the proposed Additional
       Obligor confirming that the utilisation of the Revolving Facility would
       not breach any restriction of its borrowing and/or guaranteeing powers.

5.     If the proposed Additional Obligor is (a) to become an Additional
       Borrower and (b) organised under the laws of any state of the United
       States of America a certificate from NTL Holdings providing NTL Holding's
       consent to such a proposed Additional Obligor borrowing under the
       Revolving Facility.

6.     If the proposed Additional Obligor is incorporated in a jurisdiction
       other than England and Wales, a copy, certified a true copy by or on
       behalf of the proposed Additional Obligor, of each such law, decree,
       consent, licence, approval, registration or declaration as is, in the
       reasonable opinion of counsel to the Banks, necessary to render the
       relevant Accession Memorandum legal, valid, binding and enforceable, to
       make

                                     -169-
<PAGE>   173
       such Accession Memorandum admissible in evidence in the proposed
       Additional Obligor's jurisdiction of incorporation and to enable the
       proposed Additional Obligor to perform its obligations thereunder and
       under the other Finance Documents.

7.     If requested by the Agent, a copy, certified a true copy by an Authorised
       Signatory of the proposed Additional Obligor, of its latest financial
       statements.

8.     An opinion of the Banks' counsel in the jurisdiction in which the
       proposed Additional Obligor is incorporated in form and substance
       reasonably satisfactory to the Agent.

9.     If the proposed Additional Obligor is to become a Guarantor and is
       incorporated in England and Wales, a letter from the CWC Parent to the
       Agent (attaching supporting advice from the CWC Parent's English
       solicitors) confirming that such proposed Additional Obligor is not
       prohibited by section 151 of the Companies Act 1985 from entering into
       the Finance Documents and performing its obligations thereunder.

10.    If the proposed Additional Obligor is incorporated in a jurisdiction
       other than England and Wales, evidence that the process agent specified
       in the relevant Accession Memorandum has agreed to act as its agent for
       the service of process in England.

11.    A deed of accession to the Security Trust Agreement executed by the
       proposed Additional Obligor, substantially in the form set out in
       schedule 1 (Form of Obligor Deed of Accession) to the Security Trust
       Agreement.

12.    Where the proposed Additional Obligor is to become an Additional
       Borrower, a Guarantor Accession Memorandum executed by such a proposed
       Additional Obligor PROVIDED THAT the liability of any member of the UK
       Group under such a Guarantor Accession Memorandum delivered prior to the
       Pushdown Date shall be limited to the obligations of other members of the
       UK Group under the Finance Documents.

13.    Other than in respect of the accession of the members of the Target Group
       specified in Schedule 13 (Members of the Target Group Providing
       Guarantees and Security) in accordance with Clause 19.17
       (Post-Acquisition Date Security), the documents and evidence specified in
       Part B (Security Documentation) of this Schedule.




                                     -170-
<PAGE>   174
                                     PART B

                             SECURITY DOCUMENTATION

1.     If the relevant Additional Obligor is incorporated in England and Wales,
       Northern Ireland or Scotland a Debenture and, if relevant, Standard
       Securities and Northern Irish supplemental mortgages, executed by the
       proposed Additional Obligor.

2.     If the relevant Additional Obligor is incorporated in a state of the
       United States of America:

       (a)    a general security agreement executed by such an Additional
              Obligor granting the Security Trustee a security interest in all
              of its assets;

       (b)    if applicable, a pledge agreement executed by such an Additional
              Obligor pledging to the Security Trustee all of the shares and
              other securities held by it; and

       (c)    UCC Financing Statements filed against such an Additional Obligor.

3.     If the relevant Additional Obligor is incorporated in a jurisdiction
       other than those mentioned in paragraphs 1 and 2 above, such duly
       executed Security Documents as the Agent may reasonably require to secure
       substantially all of the assets of such an Additional Obligor.

4.     Where the relevant Additional Obligor is granting security over a
       Principal Property:

       (a)    a Report on Title relating to that Principal Property;

       (b)    delivery of all title deeds and documents relating to that
              Principal Property as set out in the agreed form schedule;

       (c)    if that Principal Property is situated in England and Wales and is
              registered at HM Land Registry, official priority searches in
              favour of the Agent of the registers of title of each of the
              registered titles comprising such Principal Property which confirm
              a period of priority of no less than 14 days;

       (d)    if that Principal Property is situated in England and Wales and is
              unregistered, official priority searches in favour of the Agent in
              respect of each of the Land Charges Registers against all relevant
              estate owners since the date of the root conveyance;

       (e)    if that Principal Property is situated in Northern Ireland, a
              priority search issued by the Land Registry in Northern Ireland
              which is valid and in force which confirms a sufficient period of
              priority;

       (f)    if that Principal Property is situated in Scotland and its title
              is registered in the Land Register of Scotland, a Form 13 Report;


                                     -171-
<PAGE>   175
       (g)    if that Principal Property is situated in Scotland and its title
              is recorded in the General Register of Sassiness, appropriate
              personal searches;

       (h)    if that Principal Property is situated in Scotland, letters of
              obligation in a form which reflects current professional practice
              in Scotland;

       (i)    if that Principal Property is situated in a state of the United
              States of America, a mortgage executed by such an Additional
              Obligor over that Principal Property (together with title,
              insurance and such other documents as the Agent may reasonably
              require);

       (j)    notices of charge in duplicate to each of the landlords and
              licensors or other third parties interested in respect of that
              Principal Property, and cheques for any relevant registration
              fees;

       (k)    if that Principal Property is located in England and Wales, such
              Land Registry forms in relation to that Principal Property,
              including Forms AP1 (if necessary) Forms FR1 or the equivalent and
              other forms as the Agent may reasonably require, duly completed by
              and on behalf of the proposed Additional Obligor, together with
              cheques for the payment of all Land Registry fees (including fees
              for expedition) or, if the Principal Property is situated in
              Scotland, all recording/registration dues payable in connection
              with the registration or recording of the security created over
              that Principal Property by or pursuant to the terms of any
              Debenture;

       (l)    any other document, form or fee reasonably required to enable
              security to be registrable and effective in any relevant
              jurisdiction and all third party consents necessary for the
              creation or perfection of any security; and

       (m)    an undertaking from a solicitor satisfactory to the Agent to use
              all reasonable endeavours to satisfy any requisitions raised by HM
              Land Registry or other analogous bodies in connection with the
              application to register any security over such a Principal
              Property.


                                     -172-
<PAGE>   176
                                  SCHEDULE 11

                           FORM OF RESIGNATION NOTICE

To:      Chase Manhattan International Limited

From:    [NTL Incorporated ("NTL HOLDINGS")/
         NTL Communications Limited (the "PARENT")]

Dated:

Dear Sirs,

1.     We refer to an agreement (the "CREDIT AGREEMENT") dated o May 2000 and
       made between, among others, NTL Business Limited as the Original
       Borrower, Chase Manhattan International Limited as agent and the
       financial institutions defined therein as Banks.

2.     Terms defined in the Credit Agreement shall bear the same meaning herein.

3.     [We declare that [name of Borrower] is under no actual or contingent
       obligation under any Finance Document in its capacity as a Borrower.]*

4.     Pursuant to Clause [33.3 (Resignation of a Borrower)]/[34.3 (Resignation
       of a Guarantor)] we hereby request that [name of Obligor] shall cease to
       be a [Borrower]/[Guarantor] under the Credit Agreement.

5.     The aggregate EBITDA of the remaining Guarantors for the last financial
       year of [Cable & Wireless Communications (UK) Holdings plc/the Parent]
       equalled or exceeded [90/95] per cent. of the consolidated EBITDA of the
       [Target Group/UK Group] for such a financial year.]**

                                Yours faithfully



                               [NTL INCORPORATED/
                           NTL COMMUNICATIONS LIMITED]



*  Delete if notice is for a Guarantor.

** Delete if notice is for a Borrower.


                                     -173-
<PAGE>   177
                                  SCHEDULE 12

                                 MANDATORY COSTS

1.     The Mandatory Cost Rate is an addition to the interest rate to compensate
       Banks for the cost of compliance with (a) the requirements of the Bank of
       England and/or the Financial Services Authority (or, in either case, any
       other authority which replaces all or any of its functions) or (b) the
       requirements of the European Central Bank.

2.     On the first day of each Term (or as soon as possible thereafter) the
       Agent shall calculate, as a percentage rate, a rate (the "ADDITIONAL
       COSTS RATE") for each Bank, in accordance with the formula set out below.
       The Mandatory Cost Rate will be calculated by the Agent as a weighted
       average of the Banks' additional costs rates rounded to five decimal
       places (weighted in proportion to the percentage participation of each
       Bank in the relevant Revolving Advance) and will be expressed as a
       percentage rate per annum.

3.     The additional costs rate for any Bank lending from a Facility Office in
       a Participating Member State will be notified by that Bank to the Agent
       as the cost of complying with the minimum reserve requirements of the
       European Central Bank.

4.     The additional cost rate for any Bank lending from a Facility Office in
       the United Kingdom will be calculated by the Agent as follows:

               AB+C(B-D)+Ex0.01
            ________________________   per cent. per annum.
                  100-(A+C)
       Where:

       A      is the percentage of Eligible Liabilities (assuming these to be in
              excess of any stated minimum) which that Bank is from time to time
              required to maintain as an interest free cash ratio deposit with
              the Bank of England to comply with cash ratio requirements.

       B      is the percentage rate of interest (excluding the Margin and the
              Mandatory Cost Rate) payable for the relevant Term on the
              Revolving Loan.

       C      is the percentage (if any) of Eligible Liabilities which that Bank
              is required from time to time to maintain as interest bearing
              Special Deposits with the Bank of England.

       D      is the percentage rate per annum payable by the Bank of England to
              the Agent on interest bearing Special Deposits.

       E      is the rate of charge payable by that Bank to the Financial
              Services Authority pursuant to the Fees Regulations (but, for this
              purpose, ignoring any minimum fee required pursuant to the Fees
              Regulations) and expressed in pounds per L1,000,000 of the Fee
              Base of that Bank.


                                     -174-
<PAGE>   178
5.     For the purposes of this Schedule:

       (a)    "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" have the meanings
              given to them from time to time under or pursuant to the Bank of
              England Act 1998 or (as may be appropriate) by the Bank of
              England;

       (b)    "FEES REGULATIONS" means the Banking Supervision (Fees)
              Regulations 1999 or such other law or regulation as may be in
              force from time to time in respect of the payment of fees for
              banking supervision; and

       (c)    "FEE BASE" has the meaning given to it, and will be calculated in
              accordance with, the Fees Regulations.

6.     In application of the above formula, A, B, C and D will be included in
       the formula as percentages (i.e. 5 per cent. will be included in the
       formula as 5 and not as 0.05). A negative result obtained by subtracting
       D from B shall be taken as zero.

7.     Each Bank shall supply any information required by the Agent for the
       purpose of calculating its additional costs rate. In particular, but
       without limitation, each Bank shall supply the following information in
       writing on or prior to the date on which it becomes a Bank:

       (a)    its jurisdiction of incorporation and the jurisdiction of its
              Facility Office; and

       (b)    such other information that the Agent may reasonably require for
              such purpose.

       Each Bank shall promptly notify the Agent in writing of any change to the
       information provided by it pursuant to this paragraph.

8.     The percentages or rates of charge of each Bank for the purpose of A, C
       and E above shall be determined by the Agent based upon the information
       supplied to it pursuant to paragraph 7 above and on the assumption that
       unless a Bank notifies the Agent to the contrary, each Bank's obligations
       in relation to cash ratio deposits, Special Deposits and the Fee
       Regulations are the same as those of a typical bank from its jurisdiction
       of incorporation with a Facility Office in the same jurisdiction as its
       Facility Office.

       The Agent shall have no liability to any person if such determination
       results in an additional costs rate which over or under compensates any
       Bank and shall be entitled to assume that the information provided by any
       Bank pursuant to paragraphs 3 and 7 above is true and correct in all
       respects.

9.     The Agent shall distribute the additional amounts received pursuant to
       the Mandatory Cost Rate to the Banks on basis of the additional cost rate
       incurred by each Bank, as calculated in accordance with the above formula
       and based on the information provided by each Bank pursuant to paragraphs
       3 and 7 above.


                                     -175-
<PAGE>   179
10.    Any determination by the Agent pursuant to this Schedule in relation to a
       formula, the Mandatory Cost Rate, an additional costs rate or any amount
       payable to a Bank shall, in the absence of manifest error, be conclusive
       and binding on all of the parties hereto.

11.    The Agent may from time to time, after consultation with the Parent (on
       behalf of the Borrowers) and the Banks, determine and notify to all
       parties any amendments or variations which are required to be made to
       this Schedule in order to comply with any change in law, regulation or
       any requirements from time to time imposed by the Bank of England, the
       Financial Services Authority or the European Central Bank (or, in either
       case, any other authority which replaces all or any of its functions) and
       any such determination shall, in the absence of manifest error, be
       conclusive and binding on all the parties hereto.




                                     -176-
<PAGE>   180
                                  SCHEDULE 13
                  MEMBERS OF THE TARGET GROUP GRANTING SECURITY

In the table set out below, "Crown" means either CWC or Cable & Wireless
Communications, as the case may be.

<TABLE>
<CAPTION>
NAME OF MEMBER OF THE TARGET GROUP                       JURISDICTION OF          COMPANY NUMBER (IF
                                                         INCORPORATION            APPLICABLE)
<S>                                                      <C>                      <C>
Cable & Wireless Communications Limited                  England                  3288998
Crown Programming Limited                                England                  3403986
Crown Services Limited                                   England                  3403985
Crown (Chichester) Limited                               England                  3056817
Crown (N) UK                                             England                  2463427
Crown Acquisition Company Limited                        England                  2270117
Crown Holdings (East London) Limited                     England                  2032186
Crown (South East) Limited                               England                  1870928
Crown Equipment No 1 Limited                             England                  2794518
Crown (Kent) Limited                                     England                  2456153
Crown (Aylesbury and Chiltern) Limited                   England                  2416084
Crown (County Durham) Limited                            England                  3128449
Crown (Eastbourne and Hastings) Limited                  England                  3074517
Crown Holdings (Broadland) Limited                       England                  2427172
Crown (Broadland) Limited                                England                  2443741
Crown Holdings (Fenland) Limited                         England                  2427199
Crown (Fenland) Limited                                  England                  2459153
Crown Holdings (Leeds) Limited                           England                  2766909
Crown (Leeds) Limited                                    England                  2400103
Crown Holdings (Norwich) Limited                         England                  2412962
Crown (Norwich) Limited                                  England                  2332233
Crown Holdings (Peterborough) Limited                    England                  2888397
Crown (Peterborough) Limited                             England                  2332232
Crown Management Limited                                 England                  2924200
Crown (Wearside) Limited                                 England                  2475099
Crown (Sunderland) Limited                               England                  2402393
Crown (Yorcan) Limited                                   England                  2371785
Crown (Harrogate) Limited                                England                  2404019
Crown (York) Limited                                     England                  2406267
Crown (CRUK) Limited                                     England                  2329254
Crown (V) Holdings Plc                                   England                  2719474
Crown (City and Westminster) Limited                     England                  2809080
Crown Corporation Limited                                England                  2719477
Crown (Ealing) Limited                                   England                  1721894
Crown Equipment No 2 Limited                             England                  2071491
</TABLE>


                                     -177-
<PAGE>   181
<TABLE>
<CAPTION>
NAME OF MEMBER OF THE TARGET GROUP                       JURISDICTION OF          COMPANY NUMBER (IF
                                                         INCORPORATION            APPLICABLE)
<S>                                                      <C>                      <C>
Crown (Hampshire) Limited                                England                  2351070
Crown No 4 Limited                                       England                  2351068
Crown (Harrow) Limited                                   England                  2459179
Crown No 2 Limited                                       England                  2441766
Crown No 3 Limited                                       England                  2441768
Crown (Southampton and Eastleigh) Limited                England                  1866504
Crown (South London) Limited                             England                  657093
Crown (Greenwich and Lewisham) Limited                   England                  2254009
Crown (Lambeth and Southwark) Limited                    England                  2277986
Crown (Wandsworth) Limited                               England                  1866178
Crown (Thamesmead) Limited                               England                  2461140
Crown (West London) Limited                              England                  1735664
Crown Chartwell Holdings Limited                         England                  3290823
Crown Winston Holdings Limited                           England                  3290821
Crown CableComms Group PLC                               England                  3024703
North CableComms Holdings, Inc.                          Delaware
North CableComms Management, Inc.                        Delaware
North CableComms LLC                                     Delaware
NYNEX CableComms Group, Inc                              Delaware
NYNEX Chartwell Holdings, Inc                            Delaware
Crown (N) UK Telephone and Cable
  TV Holdings Company Limited                            England                  2511877
Crown CableComms Lancashire No 1                         England                  2453249
Crown CableComms Lancashire No 2                         England                  2453059
Crown CableComms Limited                                 England                  2664006
Crown CableComms Manchester Limited                      England                  2511868
Crown CableComms West Surrey Limited                     England                  2512757
Crown (N) Microclock Services Limited                    England                  2861856
Crown (N) Partcheer Company Limited                      England                  2861817
Crown (N) Sideoffer Limited                              England                  2927099
Crown (N) Solent Telephone and Cable TV Company Limited  England                  2511653
Crown (N) Streetunique Projects Limited                  England                  2851203
Crown (N) Streetunit Projects Limited                    England                  2851201
Crown (N) Streetusual Services Limited                   England                  2851019
Crown (N) Streetvision Services Limited                  England                  2851020
Crown (N) Streetvital Services Limited                   England                  2851021
Crown (N) Streetwarm Services Limited                    England                  2851011
Crown (N) Streetwide Services Limited                    England                  2851013
Crown (N) Stikeagent Trading Limited                     England                  2851014
Crown (N) Strikeamount Trading Limited                   England                  2851015
</TABLE>



                                     -178-
<PAGE>   182
<TABLE>
<CAPTION>
NAME OF MEMBER OF THE TARGET GROUP                       JURISDICTION OF          COMPANY NUMBER (IF
                                                         INCORPORATION            APPLICABLE)
<S>                                                      <C>                      <C>
Crown (N) Strikeapart Trading Limited                    England                  2851018
Crown (N) Technical Support Company Limited              England                  2512756
NNS UK Holdings 1, Inc                                   Delaware
NNS UK Holdings 2, Inc                                   Delaware
NYNEX Bromley Company                                    Delaware
NYNEX North CableComms Holdings, Inc                     Delaware
NYNEX North CableComms Management, Inc                   Delaware
Crown CableComms Holdings No 1 Limited                   England                  3709869
Crown CableComms Bury and Rochdale                       England                  2446183
Crown CableComms Cheshire                                England                  2379804
Crown CableComms East Lancashire                         England                  2114543
Crown (N) Wirral Telephone and Cable TV Company          England                  2511873
Crown CableComms Macclesfield                            England                  2459067
Crown CableComms Oldham and Tameside                     England                  2446185
Crown CableComms Staffordshire                           England                  2379800
Crown CableComms Stockport                               England                  2443484
Crown CableComms Wirral                                  England                  2531604
Crown (N) Bolton Cablevision Holdings Company            England                  2422198
Crown Cablecomms Bolton                                  England                  1883383
Crown Derby Cablevision Holdings Company                 England                  2422310
Crown CableComms Derby                                   England                  2387713
Crown (N) Manchester Cablevision Holding Company         England                  2455631
Crown CableComms Greater Manchester                      England                  2407924
NYNEX Programming Subsidiary Company                     Delaware
NYNEX South CableComms Holdings, Inc                     Delaware
NYNEX South CableComms Management, Inc                   Delaware
Crown CableComms Holdings No 2 Limited                   England                  3709840
Crown CableComms Bromley                                 England                  2422195
Crown CableComms Solent                                  England                  2422654
Crown CableComms Surrey                                  England                  2531586
Crown CableComms Sussex                                  England                  2266092
Crown CableComms Wessex                                  England                  2410378
NYNEX Winston Holdings, Inc                              Delaware
Winston Investors LLC                                    Delaware
South CableComms Holdings, Inc                           Delaware
South CableComms Management, Inc                         Delaware
South CableComms LLC                                     Delaware
</TABLE>


                                     -179-
<PAGE>   183
<TABLE>
<CAPTION>
NAME OF MEMBER OF THE TARGET GROUP                       JURISDICTION OF          COMPANY NUMBER (IF
                                                         INCORPORATION            APPLICABLE)
<S>                                                      <C>                      <C>
NYNEX Chartwell Holdings 2, Inc.                         Delaware
NYNEX Solent Company                                     Delaware
NYNEX Surrey Company                                     Delaware
NYNEX Sussex Company                                     Delaware
NYNEX UK Cablecomms Holdings, Inc.                       Delaware
NYNEX Wessex Company                                     Delaware
NYNEX Wirral Company                                     Delaware
</TABLE>



                                     -180-
<PAGE>   184
                                  SCHEDULE 14

                             MEMBERS OF THE UK GROUP

<TABLE>
<CAPTION>
NAME                                                     JURISDICTION OF          COMPANY NUMBER (IF
                                                         INCORPORATION            APPLICABLE)
<S>                                                      <C>                      <C>
NTL Communications Limited                               England                  3521915
NTL Kirklees                                             England                  2495460
CableTel West Riding Limited                             England                  2372564
NTL Investment Holdings Limited                          England                  3173552
CableTel Scotland Limited                                Scotland                 SC119938
NTL Glasgow                                              Scotland                 SC075177
CableTel Newport                                         England                  2478879
NTL South Wales Limited                                  England                  2857050
CableTel Cardiff Limited                                 England                  2740659
CableTel West Glamorgan Limited                          England                  623197
Metro South Wales Limited                                England                  3092897
NTL Group Limited                                        England                  2591237
National Transcommunications Limited                     England                  2487597
CableTel Surrey and Hampshire Limited                    England                  2740651
CableTel Northern Ireland Limited                        Northern Ireland         NI029131
NTL Internet  Limited                                    England                  2985161
NTL Telecom Services Limited                             England                  2937788
Enablis Limited                                          England                  3144815
CableTel Hertfordshire Limited                           England                  2381354
CableTel Telecom Supplies Limited                        England                  2919285
Columbia Management Limited                              England                  2361163
Secure Backup Systems Limited                            England                  3130333
NTL Networks Limited                                     England                  3045209
DTELS Limited                                            England                  2834403
CableTel Central Hertfordshire Limited                   England                  2347168
CableTel Herts and Beds Limited                          England                  1785533
CableTel North Bedforshire Limited                       England                  2455397
Digital Television Network Limited                       England                  3288768
Prospectre Limited                                       Scotland                 SC145280
Metro Hertfordshire Limited                              England                  3092899
NTL Systems Limited                                      England                  3217975
Andover Cablevision Limited                              England                  1932254
ComTel Coventry Limited                                  England                  277802
Tamworth Cable Communications Limited                    England                  3016602
CableTel (UK) Limited                                    England                  2835551
Lichfield Cable Communications Limited                   England                  3016595
Vision Networks Services UK Limited                      England                  3135501

</TABLE>

                                     -181-
<PAGE>   185
<TABLE>
<CAPTION>
NAME                                                     JURISDICTION OF          COMPANY NUMBER (IF
                                                         INCORPORATION            APPLICABLE)
<S>                                                      <C>                      <C>
Wessex Cable Limited                                     England                  2433185
Oxford Cable Limited                                     England                  2450228
ComTel Cable Services Limited                            England                  2265315
NTL Limited                                              England                  2586701
Heartland Cablevision (UK) Limited                       England                  2415170
CableTel Investments Limited                             England                  3157216
Stafford Communications Limited                          England                  2381842
Heartland Cablevision II (UK) Limited                    England                  2443617
CableTel Limited                                         England                  2857052
NTL Milton Keynes Limited                                England                  2410808
NTL Westminster Limited                                  England                  1735641
Swindon Cable Limited                                    England                  318216
Bracknell Cable TV Limited                               England                  2499321
Cable Thames Valley Limited                              England                  2254089
Cable Television Limited                                 England                  683065
NTL South Central Limited                                England                  2387692
Maza Limited                                             England                  2785299
Berkhamsted Properties & Building Contractors Limited    England                  958564
South Yorkshire Cablevision (UK) Limited                 England                  2420981
</TABLE>



                                     -182-
<PAGE>   186
                                  SCHEDULE 15

                          UK GROUP PRINCIPAL PROPERTIES

OFFICES

1.       Crawley Court

SWITCH STATIONS/HEADENDS

1.       Guildford.

2.       Huddersfield.

3.       Cardiff.

4.       Renfrew.

5.       Luton.

6.       Belfast.

7.       Gladstone Road, Northampton (freehold).

8.       Unit 3 Clock Tower Industrial Park Edinburgh.

9.       Unit K2 Gildersom Spur Distribution Centre Leeds.

10.      Unit 6 Amalgamated Drive, Brentford, Middlesex.

11.      Unit 37 Minworth Estate, Sutton Coldfield, Birmingham.

12.      400 Metroplex, Salford, Manchester.

13.      1525 Aztec West, Bristol.

TRANSMISSION SITES

1.       Croydon.

2.       St. Hilary.

3.       Black Hill.

4.       Emley Moor.

5.       Lichfield.

6.       Moel Y Parc.

7.       Ridge Hill.

8.       Winter Hill.

9.       Stockland Hill.


                                     -183-
<PAGE>   187
10.      Black Mountain.

OTHER

1.       Morne Hill, Winchester.

2.       Newman Street, London.

3.       Unit 6, Langley.

4.       Rathbone Place, off Oxford Street, London.



                                     -184-

<PAGE>   188

                                  SCHEDULE 16

                             FORM OF REPORT ON TITLE

1.     Property name and address:

2.     Owner:

       (a)    legal

       (b)    beneficial

3.     Tenure:

4.     If leasehold:

       (a)    term

       (b)    is charging permitted?

       (c)    is assignment permitted?

       (d)    any unduly onerous lease covenants

       (e)    permitted use

       (f)    forfeiture only on breach of covenant and non-payment of rent

5.     If registered, title number and quality of title:

6.     Restrictions or impediments on sale (other than mentioned above):

7.     Other material comments:


                                     -185-
<PAGE>   189
                                   SIGNATURES

THE PARENT

NTL COMMUNICATIONS LIMITED

By:               LEIGH WOOD

Address:          NTL House
                  Bartley Wood
                  Business Park
                  Hook
                  Hampshire RG27 9XA

Fax:              01256 752 170
Attention:        Company Secretary



THE ORIGINAL BORROWER

NTL BUSINESS LIMITED

By:               LEIGH WOOD

Address:          NTL House
                  Bartley Wood
                  Business Park
                  Hook
                  Hampshire RG27 9XA

Fax:              01256 752 170
Attention:        Company Secretary



NTL COMMUNICATIONS CORP.

By:               RICHARD J. LUBASCH

Address:          110 East 59th Street
                  New York
                  NY 10022
                  USA

Fax:              001 212 906 8000
Attention:        Bret Richter/Richard Lubasch



                                     -186-
<PAGE>   190
THE ARRANGERS

CHASE MANHATTAN PLC

By:               ANN B. KERNS

Address:          125 London Wall
                  London EC2Y 5AJ



MORGAN STANLEY DEAN WITTER BANK LIMITED

By:               MATHIAS BLUMSCHEIN

Address:          1585 Broadway
                  New York
                  NY 10036
                  USA



THE AGENT

CHASE MANHATTAN INTERNATIONAL LIMITED

By:               ANN B. KERNS

Address:          Trinity Tower
                  9 Thomas More Street
                  London E1 9YT

Fax:              +44(0) 20 7777 2360

Attention:        Steve Clark
                  Loans Agency Department



THE SECURITY TRUSTEE

CHASE MANHATTAN INTERNATIONAL LIMITED

By:               ANN B. KERNS

Address:          Trinity Tower
                  9 Thomas Moore Street
                  London E1 9YT

Fax:              +44(0) 20 7777 2360

Attention:        Steve Clark



                                     -187-
<PAGE>   191
THE BANKS

THE CHASE MANHATTAN BANK

By:               ANN B. KERNS



MORGAN STANLEY DEAN WITTER BANK LIMITED

By:               MATHIAS BLUMSCHEIN



MORGAN STANLEY SENIOR FUNDING, INC.

By:               TODD VANNUCCI


                                     -188-