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                                 EXECUTION COPY


                                                                    EXHIBIT 10.9

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                                Dated 30 May 2000

                            NTI COMMUNICATIONS CORP.
                                    as Parent

                              NTL (UK) GROUP, INC.
                             as Intermediate Parent

                           NTL COMMUNICATIONS LIMITED
                                   as Borrower

                     MORGAN STANLEY DEAN WITTER BANK LIMITED
                             AND CHASE MANHATTAN PLC
                      as Arrangers and Joint Book Managers

                                       and

                      CHASE MANHATTAN INTERNATIONAL LIMITED
                          as Agent and Security Trustee

                                       and

                                     OTHERS

                              --------------------

                                 L1,300,000,000
                                CREDIT AGREEMENT

                              --------------------


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                                  WHITE & CASE
                                 7-11 Moorgate
                                London EC2R 6HH

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THIS AGREEMENT is made on 30 May 2000

BETWEEN:

(1)     NTL COMMUNICATIONS CORP., a company incorporated in Delaware (the
        "PARENT");

(2)     NTL (UK) GROUP, INC., a company incorporated in Delaware (the
        "INTERMEDIATE PARENT");

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

(4)     MORGAN STANLEY DEAN WITTER BANK LIMITED AND CHASE MANHATTAN PLC as
        arrangers and joint book managers of the 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:

        "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 INCREMENTAL AMOUNT" means the next L500,000,000 of Financial
        Indebtedness incurred pursuant to clause (i) of the definition of
        Permitted Indebtedness after the Incremental Amount.

        "ADVANCE" means an advance (as from time to time consolidated, divided
        or reduced by repayment in accordance with the terms hereof) made or to
        be made by the Banks under the Facility.


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        "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 the Parent and a member of the Covenant Group, which
        may be followed by one or more similar transactions between various
        members of the Covenant Group and culminating with a similar transaction
        between a member of the Covenant Group and a Final Asset Transferee, the
        purpose of which is to enable the Parent 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
        Covenant Group in such a matter as to be neutral to the Covenant Group
        taken as a whole, PROVIDED THAT:

        (a)     the consideration payable (if any) by the first member of the
                Covenant Group to acquire such assets to the Parent 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 Intermediate Parent (having acquired such assets from the
                Parent) transfers them on to another member of the Covenant
                Group, the consideration payable by such a member of the
                Covenant 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 the Parent;

        (d)     the consideration payable by each member of the Covenant 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 the Parent to
                and including the 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 Covenant Group) has any recourse to any member of the
                Covenant Group in relation to such a series


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                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 were provided in favour of the
                Initial Asset Transferor in respect of the relevant assets.

        "ASSIGNED DEBT" means any loan made by the Parent to the Intermediate
        Parent or by the Intermediate Parent to the Borrower where the lender's
        rights in respect of any such loan have been assigned to the Security
        Trustee pursuant to the Inter-Company Loan Assignment.

        "AUTHORISED SIGNATORY" means, in relation to an 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 such 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 the
        aggregate amount which it has advanced hereunder at such time (but not
        including any amount added to the Advances pursuant to Clause 4.3
        (Limitations on Cash Interest)), 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 Borrower,
        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:

        (a)     is required to be used (in respect to such financial year) to
                prepay the Senior Bank Loan in accordance with clause 10.1 of
                the Senior Bank Credit Agreement or the Loan in accordance with
                Clause 9.1 (Mandatory Prepayment from Excess Cash Flow) of this
                Agreement; and

        (b)     has, on or after 1 January 2003, already been used to fund a
                Permitted Payment.

        "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 any reduction in the Available Commitment of a
        Bank pursuant to the terms hereof.

        "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 Borrower,
                           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


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        B =                the revenue generated by, or attributable (whether
                           in whole or in part) to, such asset during the
                           financial year of the Borrower 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 30.4 (Assignments by Banks) or Clause 30.5 (Transfers by
                Banks),

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

        "BUDGET" means a budget delivered by the Borrower to the Agent pursuant
        to Clause 16.5 (Budgets).

        "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 to the Information
        Memorandum.

        "C&W (UK) HOLDINGS" means Cable & Wireless (UK) Holdings plc, a company
        incorporated in England and Wales (company number 3888319), being (on
        and 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 BUSINESS" means (i) any person 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 (ii) any Cable Related
        Business.

        "CABLE RELATED BUSINESS" means a person 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.

        "CAPITAL EVENT PROCEEDS" means the net cash proceeds received by any
        member of the Group from the issuance or sale of Financial Indebtedness
        or equity interests to persons which are not members of the Group other
        than:


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        (a)     Financial Indebtedness under the Senior Bank Credit Agreement
                (other than the Incremental Amount);

        (b)     Financial Indebtedness constituting the Additional Incremental
                Amount;

        (c)     Financial Indebtedness incurred or equity proceeds raised by the
                Group's Australian companies to the extent that the net cash
                proceeds thereof do not exceed L250,000,000;

        (d)     Financial Indebtedness used for the Group's working capital,
                capital expenditure and other general corporate purposes, in
                each case incurred in the ordinary course of business to the
                extent that the aggregate principal amount of such Financial
                Indebtedness does not exceed L50,000,000 at any one time
                outstanding;

        (e)     Financial Indebtedness incurred for working capital purposes
                pursuant to commitments existing on the Execution Date;

        (f)     Non-Recourse Bank Indebtedness incurred by a Non-Recourse
                Subsidiary;

        (g)     Net cash proceeds received from the issuance of equity interests
                (including, without limitation, warrants and options) to
                officers, directors and employees pursuant to stock option or
                other incentive plans, to the extent that the aggregate amount
                of such net cash proceeds received after the Execution Date does
                not exceed L50,000,000;

        (h)     amounts equal to Debt Adjustment Payments from time to time
                invested as contemplated in Clause 19.15 (Debt Adjustment
                Payments); and

        (i)     any net cash proceeds received on conversion and/or cancellation
                and reissue of securities.

        "CAPITAL EVENT PROCEEDS AMOUNT" means at any time of the receipt by the
         Group of Capital Event Proceeds (x) the aggregate amount of Capital
         Event Proceeds (including the Capital Event Proceeds then being
         received) received after the Execution Date multiplied by the
         applicable Required Percentage less (y) the amount of such Capital
         Event Proceeds which have been applied in accordance with Clause 9.6
         (Application of Proceeds), provided (i) any product of such calculation
         which is negative shall be treated as zero and (ii) the Capital Event
         Proceeds Amount for any Capital Event Proceeds received during a Remedy
         Restriction Period shall be an amount equal to 100% of such Capital
         Event Proceeds.

        For the avoidance of doubt, the net cash proceeds of the Incremental
        Amount shall constitute Capital Event Proceeds.

        "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 and, together with
        its subsidiaries, comprising the CWC DataCo Business.

        "CHARGED ACCOUNT" means an account, bearing interest at a commercially
        reasonable rate in relation to the given circumstances, in the name of
        any member of the NTL


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        Holding Group over which security has been granted in favour of the
        Finance Parties (or the Security Trustee on their behalf) on terms
        acceptable to the Agent (or if the Senior Bank Credit Agreement is in
        effect, in favour of the banks under the Senior Bank Credit Facility (or
        a security trustee on their behalf)), into which members of the UK Group
        make deposits for the purpose of making Permitted Payments in accordance
        with paragraph (e) of the definition thereof.

        "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 30.11
        (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 Borrower 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 the Intermediate Parent, any subsidiary of the
        Intermediate Parent which is a direct or indirect holding company of the
        Borrower, the Borrower and the other members of the UK Group. For the
        avoidance of doubt, the Parent is not a member of the Covenant Group.

        "COVENANT GROUP OBLIGOR" means each member of the Covenant Group which
        is an Obligor.

        "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.

        "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 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.


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<PAGE>   8
        "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.

        "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
                issue and/or transfer 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.

        "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 Execution Date from the Borrower 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 39 (Jurisdiction).

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

        "EBITDA" has the meaning given to it in Clause 17.2 (Financial
        Definitions).

        "EGM" means the extraordinary general meeting of 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.


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<PAGE>   9
        "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 Covenant 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 Covenant Group conducted on or from the
        properties owned or used by the relevant member of the Covenant Group.

        "EVENT OF DEFAULT" means any circumstance described as such in Clause 19
        (Events of Default).

        "EXCESS CAPACITY NETWORK SERVICES" means the provision of network
        services, or agreement to provide network services, by 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 such
        a 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 17.2 (Financial
        Definitions).

        "EXCESS CASH FLOW PAYMENT AMOUNT" means for any financial year an amount
        equal to (x) 50 per cent. of Excess Cash Flow for such financial year
        less (y) the permanent reductions to the advances and loans under the
        Senior Bank Credit Agreement required to be made from such Excess Cash
        Flow for such financial year pursuant to clause 10.1 of the Senior Bank
        Credit Agreement.

        "EXECUTION DATE" means the date of this Agreement.

        "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


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        (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.

        "FACILITY" means the L1,300,000,000 multiple draw loan facility granted
        to the Borrower in this Agreement.

        "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 Covenant Group, who is the final transferee in respect of
        a transfer from the Parent, through one or more members of the Covenant
        Group.

        "FINAL MATURITY DATE" means 31 March 2006.

        "FINANCE DOCUMENTS" means this Agreement, the fee letters referred to in
        Clause 21.4 (Agency and other Fees), the Security Documents, the
        Security Trust Agreement, any Guarantor Accession Memorandum, the Parent
        Subordination Agreement, the Intermediate Parent Subordination
        Agreement, the Intercreditor Agreement and any other document designated
        as such by the Agent and the Borrower.

        "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 17.2
        (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 CWC
        Holdings does not assume at least a corresponding amount of indebtedness
        of the Target in consideration for the sale of Caxton.

        "FULL FUNDING DATE" has the meaning given to it in the Intercreditor
        Agreement as in effect on the Execution Date.


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<PAGE>   11
        "FUNDED EXCLUDED SUBSIDIARY" means a UK Group Excluded Subsidiary which:

        (a)     indirectly receives funding from the Parent; 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 the Parent,

        in each case by way of a Funding Passthrough.

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

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

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

                (ii)    secondly made available by the Intermediate Parent to
                        the Borrower by way of Parent Funding; and

                (iii)   thirdly (if relevant) made available by one or more
                        transactions between members of the UK Group 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 the Parent, 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 the Parent
                        by way of dividend or other distribution, loan or the
                        payment of interest on or the repayment of the principal
                        amount of any Subordinated Debt owed to the Parent by
                        the Intermediate Parent.

        "GROUP" means NTL Holdings and its subsidiaries.

        "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).


                                       10
<PAGE>   12
        "GUARANTOR" means the Parent, the Intermediate Parent and any other
        person who becomes a guarantor pursuant to Clause 37.

        "GUARANTOR ACCESSION MEMORANDUM" means a memorandum substantially in the
        form set out in Schedule 10.

        "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 Borrower
        from time to time for the sole purpose of hedging the UK 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.

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

        "INCREMENTAL AMOUNT" means the first L500,000,000 of Financial
        Indebtedness incurred pursuant to clause (i) of the definition of
        Permitted Indebtedness.

        "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 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;


                                       11
<PAGE>   13
        (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,
        inter alia, the Borrower's request and on its behalf, was prepared in
        relation to the Senior Bank Credit Agreement and distributed by the
        Arrangers to selected banks during May 2000 (as the same may be updated
        on or before the Syndication Date).

        "INTEREST PERIOD" means, save as otherwise provided herein:

        (a)     any of those periods mentioned in Clause 4.5 (Interest Periods);
                and

        (b)     in relation to an Unpaid Sum, any of those periods mentioned in
                Clause 23.1 (Default Interest Periods).

        "INITIAL ADVANCE DATE" means the first date on which Advances are made
        under the Facility.

        "INSTRUCTING GROUP" means:

        (a)     before any 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 Loan is
                (or, immediately prior to its repayment, was then) owed.

        "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 after deducting:

        (a)     any reasonable out of pocket expenses incurred by any member of
                the UK 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
        Covenant Group.

        "INTERCREDITOR AGREEMENT" means the agreement dated on or about the
        Execution Date between (inter alia) the Banks, the lenders under the
        Senior Bank Credit Agreement, the Agent and the Security Trustee, by
        which the Banks undertake certain obligations in respect of their rights
        under this Agreement.


                                       12
<PAGE>   14
        "INTER-COMPANY LOAN ASSIGNMENT" means the Assignment Agreement among the
        Parent, the Intermediate Parent and the Security Trustee dated on or
        about the Execution Date.

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

        "INTRA-GROUP SERVICES" means:

        (a)     the provision of services by a member of the UK Group 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 Borrower no less than the cost
                (save in any immaterial respect) incurred by such a member of
                the UK Group 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 Borrower reimbursed by or
                distributed (save in any immaterial respect) to the relevant
                Group member; and

        (c)     the provision of services constituted by NTL Business Limited
                (formerly named NTL Technologies Limited) 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 Borrower 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
                Borrower, shall select; or

        (k)     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


                                       13
<PAGE>   15
                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 Covenant Group.

        "LMA" means the Loan Market Association.

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

        "MANDATORY COST RATE" means the rate determined in accordance with
        Schedule 7 (Mandatory Costs).

        "MARGIN" means 4.50 per cent. per annum, provided that the Margin shall
        increase by 0.50 per cent. per annum on the three month anniversary of
        the Initial Advance Date and by an additional 0.50 per cent. per annum
        on each subsequent three month anniversary of the Initial Advance Date.

        "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
        business, operations, property or condition (financial or otherwise) of
        a Covenant Group Obligor or the UK Group taken as a whole or if on or
        prior to the Pushdown Date, the UK Group taken as a whole (assuming that
        the Pushdown had occurred on the Execution Date) or (b) the ability of
        any Covenant Group 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 Covenant Group which are reasonably likely to
        be material to the business or prospects of the Covenant Group taken as
        a whole.

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

        "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 under paragraph (f) 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 either in
                exchange for, or out of the proceeds of the disposal of, assets
                disposed of under paragraph (f) of the definition of Permitted
                Disposals (such estimated Average Revenue Contributions to be
                reasonably agreed between the Borrower 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 Borrower immediately preceding the date of their
                acquisition, had such assets been owned by the relevant member
                of the UK Group throughout those two financial years).


                                       14
<PAGE>   16
        "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.

        "NON-RECOURSE BANK INDEBTEDNESS" means any Financial Indebtedness
        incurred by a Non-Recourse Subsidiary from financial institutions
        pursuant to a bank credit or loan agreement where the liabilities of
        such Non-Recourse Subsidiary in respect of such Financial Indebtedness
        are not directly or indirectly the subject of a guarantee, indemnity or
        any other form of assurance, undertaking or support from any other
        member of the Group (other than the subsidiaries of such person).

        "NON-RECOURSE SUBSIDIARY" means a person which is a member of the Group
        (other than a member of the Covenant Group, a member of the Target
        Group, the Parent and any direct or indirect parent company of the
        Parent) and whose creditors have no recourse to any other member of the
        Group (other than the subsidiaries of such person) in respect of any
        Financial Indebtedness of that person or any of its subsidiaries (other
        than recourse to any member of the Group which has granted security over
        its shares or other interests in such a Non-Recourse Subsidiary
        beneficially owned by it provided that such recourse is limited to the
        realisation of such security).

        "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 an Advance and ending 2.00 p.m. three
        Business Days before the proposed date for the making of such Advance
        (or such later time as all of the Banks may agree).

        "NTL CC NOTES" means, to the extent such have been issued in either the
        domestic or international capital markets, the bonds, notes or similar
        public debt instruments issued by the Parent and outstanding on the
        Execution Date.

        "NTL HOLDING GROUP" means NTL Holdings and the Borrower'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 Delaware Inc. with effect from the effective date
        of the CWC Holdings Capital Reduction.

        "NTL DELAWARE INC." means NTL (Delaware) Incorporated (formerly named
        NTL Incorporated), a company incorporated in Delaware.

        "NTL TRIANGLE ACCESSION" means the accession of the members of the NTL
        Triangle Sub-Group as guarantors under the Senior Bank Credit Agreement
        in accordance with Clause 34.5 (NTL Triangle Accession) of the Senior
        Bank Credit Agreement.

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


                                       15
<PAGE>   17
        "NTLIH" means NTL Investment Holdings Limited, a company incorporated in
        England and Wales with company number 3173552.

        "OBLIGORS" means the Borrower 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.

        "ORIGINAL FINANCIAL STATEMENTS" means:

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

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

        (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 UK Group.

        "PANEL" means the Panel on Takeovers and Mergers.

        "PARENT COVENANT GROUP" means the Parent and each Guarantor.

        "PARENT FUNDING" means:

        (a)     the subscription by the Intermediate Parent for new equity
                capital of the Borrower; and

        (b)     Subordinated Debt incurred by the Borrower from the Intermediate
                Parent.

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

        "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), (c), (d), (e) and (f) of the


                                       16
<PAGE>   18
                definition of the Pushdown set forth in the Senior Bank Credit
                Agreement as in effect on the Execution Date;

        (b)     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:

                (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)    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 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), (c), (d), (e)
                        or (g) of this definition of Permitted Acquisitions)
                        made by members of the UK Group during the then current
                        financial year, exceeds L100,000,000 (or its equivalent
                        in other currencies):

                        (1)   the Borrower 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 17 (Financial Condition) until the Final
                              Maturity Date; and

                        (3)   the pro forma business plan demonstrates that
                              amounts available for drawdown under the Senior
                              Bank Credit Agreement (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 to the Senior Bank Credit
                              Agreement and this Agreement on the respective
                              maturity date thereof);

        (c)     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 the UK Group (as carried on in accordance with


                                       17
<PAGE>   19
                Clause 18.25 (Change of Business) or acts as a holding company
                for a Permitted Acquisition within paragraph (b) above;

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

        (e)     any acquisition by a member of the UK Group pursuant to a
                Permitted Disposal within paragraphs (g) or (h) of the
                definition thereof;

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

        (g)     any acquisition of assets as referred to in paragraph (a) of the
                definition of Asset Adjustment Payments.

        "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 a member of the
                UK 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 the UK
                Group;

        (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)     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 (f) are applied in accordance with
                                Clause 9.2 (Mandatory Prepayment from Asset
                                Disposals);

        (g)     of an interest in real property by way of a lease or licence
                granted by a member of the UK Group to a member of the UK Group;

        (h)     by a member of the UK Group to another member of the UK Group;

        (i)     (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);


                                       18
<PAGE>   20
        (j)     necessary to effect the transfers of shares referred to in
                paragraphs (d), (e) and (j) of the definition of the Pushdown;

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

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

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

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

         For the avoidance of doubt, in no event shall the transfer of the
         shares of the Borrower or any Guarantor to a person which is not a
         Guarantor constitute a Permitted Disposal.

        "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 (o) of the
                        definition of Permitted Indebtedness;

        (c)     any Encumbrance over or affecting any asset of any company
                (other than a member of the Target Group) 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 (l) or (o) of the
                        definition of Permitted Indebtedness;

        (d)     any netting or set-off arrangement entered into by the
                Intermediate Parent or any member of the UK Group in the normal
                course of its banking arrangements for the purpose of netting
                debit and credit balances;

        (e)     any right of set-off or any title transfer or retention of title
                arrangement entered into by the Intermediate Parent or any
                member of the UK Group 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);


                                       19
<PAGE>   21
        (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
                Covenant Group in good faith;

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

        (l)     any Encumbrance on assets of the UK Group or the Intermediate
                Parent securing the obligations under the Senior Bank Credit
                Agreement;

        (m)     any Encumbrance securing Permitted Indebtedness falling within
                paragraph (i) of the definition of that term;

        (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 in relation
                to property leased to a member of the UK Group; and

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

        "PERMITTED INDEBTEDNESS" means any Financial Indebtedness:

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

        (b)     of the Intermediate Parent, any other Guarantor (other than the
                Parent) or the Borrower, in respect of the Subordinated Debt and
                provided, in the case of the Intermediate Parent and the
                Borrower, that the indebtedness in respect of it constitutes
                Assigned Debt;

        (c)     of a member of the UK Group, from the Borrower or any other
                member of the UK Group;

        (d)     of members of the UK Group under the Senior Bank Credit
                Agreement which does not exceed L2,500,000,000 at any time
                outstanding less the amount of permanent repayment of amounts
                outstanding thereunder and/or (without


                                       20
<PAGE>   22
                duplication) permanent reductions in the commitments thereunder
                (whether the occurring prior to the Pushdown Date or
                thereafter);

        (e)     of the UK Group arising in relation to the implementation of the
                Hedging Strategy;

        (f)     of the Parent, under the NTL CC Notes;

        (g)     of the Parent, where:

                (i)     such Financial Indebtedness does not have any scheduled
                        repayments or other amortisations prior to, and has a
                        final maturity date no earlier than, the date one year
                        after the Final Maturity Date;

                (ii)    after giving effect thereto, the requirements of
                        subclause 17.1.1 through 17.1.4 would be satisfied on a
                        pro forma basis; and

                (iii)   Capital Event Proceeds of such Financial Indebtedness
                        are applied by the Borrower in cancellation of the Loan
                        in accordance with Clause 9.6 (Application of Proceeds)
                        to the extent required by Clause 9.5 (Mandatory
                        Prepayment from Capital Event Proceeds);

        (h)     of the Covenant Group, arising under Permitted Loans and
                Guarantees;

        (i)     on and after the Pushdown Date, of the UK Group, arising under
                one or more credit facilities which does not exceed
                L1,000,000,000 in the aggregate principal amount at any one time
                outstanding less the amount of permanent repayment of amounts
                outstanding thereunder and/or (without duplication) permanent
                reductions in the commitments thereunder (it being understood
                that the Financial Indebtedness permitted by this clause (i)
                may, but shall not be required to be, incurred under the Senior
                Bank Credit Agreement);

        (j)     of the UK Group, 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 (j) by each member of the UK Group
                does not exceed L45,000,000 (or its equivalent);

        (k)     arising in respect of Existing Performance Bonds;

        (l)     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 (l) 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;


                                       21
<PAGE>   23
        (m)     of members of the UK Group under the 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 in
                relation to such facilities and the Secured Ancillary Facilities
                does not exceed L40,000,000 (or its equivalent);

        (n)     of the UK Group in respect of Permitted Overdraft Borrowings,
                provided that the aggregate amount of such Financial
                Indebtedness does not exceed L20,000,000 (or its equivalent);

        (o)     arising in relation to either an Asset Passthrough or a Funding
                Passthrough PROVIDED THAT any such Financial Indebtedness is
                Subordinated Debt if it is owed by a Covenant Group Obligor to a
                member of the Group and Assigned Debt if it is owed by the
                Borrower to the Intermediate Parent or by the Intermediate
                Parent to the Parent; and

        (p)     not falling within paragraphs (a) through (o) above, of any
                member of the UK Group, 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 Service, 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 Service, Inc. or
                Standard & Poor's Corporation; or

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

        "PERMITTED LOANS AND GUARANTEES" means:

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

        (b)     loans made by any member of the UK Group 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 permitted pursuant to subclauses (b) and (c) of the
                definition of Permitted Indebtedness;

        (d)     loans made by a member of the UK Group to a member of the
                Covenant Group where the proceeds of such a loan are either
                directly or indirectly used to fund a Permitted Payment;

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


                                       22
<PAGE>   24
        (f)     any loan made to a UK Group Excluded Subsidiary made out of
                Available Excess Cash Flow;

        (g)     any guarantee or indemnity given by a member of the UK 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;

        (h)     credits granted by any member of the UK Group to a member of the
                Group, where the indebtedness outstanding thereunder relates to
                Intra-Group Services; and

        (i)     loans made to either of the Telecential Partnerships outstanding
                on the Execution Date or made in accordance with Clause 18.16
                (Telecential Partnerships).

        "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.

        "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 Borrower 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 the
                Parent or any other member of the NTL Holding Group in relation
                to:

                (i)     the NTL CC Notes;

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

                (iii)   subject to the NTL Triangle Accession having been
                        completed, any Permitted Refinancings within paragraph
                        (c) 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 proceeds thereof
                        have been invested into the Borrower;


                                       23
<PAGE>   25
                which, in either case, has fallen due or will fall due within
                five Business Days; or

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

        (e)     deposited in the Charged Account and:

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

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

        (f)     of 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; or

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

        (h)     made by either a member of the Target Group or NTL Business
                Limited 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,

        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 by the Parent;

        (b)     the Diamond Notes, by the Parent; or

        (c)     the Triangle Notes, by the Parent;

        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.

        "PLEDGE AGREEMENT" means the Pledge Agreement in agreed form executed or
        to be executed by the Parent in favour of the Security Trustee relating
        to 100% of the capital stock of the Intermediate Parent.


                                       24
<PAGE>   26
        "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 Borrower, over which the
        Borrower has granted or will grant security in favour of the Security
        Trustee and into which sums are deposited in accordance with Clause 9
        (Mandatory Prepayment).

        "PROJECT COMPANY" means a subsidiary of the Borrower (or a person in
        which a subsidiary of the Borrower has an interest), which has a special
        purpose and whose creditors have no recourse to any other member of the
        Covenant 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 which 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).

        "PROPERTIES" means the properties owned or leased by members of the UK
        Group.

        "PUSHDOWN" has the meaning given to it in the Senior Bank Credit
        Agreement as in effect on the Execution Date.

        "PUSHDOWN CONDITION" means that each of the following conditions has
        been satisfied:

        (a)     the Pushdown has been completed in all material respects in
                accordance with the terms of the Senior Bank Credit Agreement as
                in effect on the Execution Date;

        (b)     on the Pushdown Date, and after giving effect to the Pushdown,
                all representations and warranties set forth in this Agreement
                are true in all material respects;

        (c)     on the Pushdown Date and prior to giving effect to the Pushdown,
                the Target Group shall be in compliance with all of the
                covenants set forth in the Senior Bank Credit Agreement as in
                effect on the Execution Date;

        (d)     on the Pushdown Date, and after giving effect to the Pushdown,
                no Event of Default or Potential Event of Default shall be
                continuing; and

        (e)     the Agent shall have received a certificate of the Borrower
                certifying that the conditions set forth in paragraphs (a)
                through (d) above have been satisfied.

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

        "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 that the advance was made; or


                                       25
<PAGE>   27
        (b)     a Treaty Lender.

        "QUARTER DATE" has the meaning given to it in Clause 17.2 (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.

        "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 Borrower on or before the
                Syndication Date,

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

        "RELEVANT PERIOD" has the meaning given to it in Clause 17.2 (Financial
        Definitions).

        "REMEDY RESTRICTION PERIOD" means any period during which the rights and
        remedies of the Banks which would otherwise arise by reason of an Event
        of Default (whether or not such Event of Default is deemed waived
        pursuant to the Intercreditor Agreement) are restricted, delayed or
        suspended, or the Banks are required to waive (or are deemed to have
        waived) conditions to drawdown hereunder, pursuant to the terms of the
        Intercreditor Agreement as in effect on the Execution Date.

        "REPEATED REPRESENTATIONS" means each of the representations set out in
        Clause 15.2 (Status and Due Authorisation), Clause 15.4 (No Immunity),
        Clause 15.7 (Binding Obligations), Clause 15.9 (No Material Defaults) to
        Clause 15.11 (Audited Financial Statements), Clause 15.16 (Budgets),
        Clause 15.21 (Execution of this Agreement), Clause 15.25 (Intellectual
        Property), Clause 15.26 (Security Interest) and Clause 15.27 (Group
        Structure).

        "REQUIRED PERCENTAGE" means:

        (a)     in the case of the first L700,000,000 of Capital Event Proceeds
                (other than Capital Event Proceeds arising from the Incremental
                Amount) received by the Group after the Execution Date, 50 per
                cent.;

        (b)     in the case of Capital Event Proceeds (other than Capital Events
                Proceeds arising from the Incremental Amount) received by the
                Group after the Execution Date which exceed L700,000,000, 70 per
                cent.; and

        (c)     in the case of Capital Event Proceeds arising from the
                Incremental Amount, 100 per cent.


                                       26
<PAGE>   28
        "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; and

        (c)     the reservations in or anything disclosed by any of the legal
                opinions delivered pursuant to Clause 2.4 (Conditions Precedent)
                and Schedule 3 (Conditions Precedent).

        "RESTRICTED GROUP" means any member of the Group other than a member of
        the UK Group.

        "RESTRICTED PAYMENT" means any payment by a member of the Covenant Group
        to a member of the Restricted Group whether by way of dividend or other
        distribution, loan, interest or the payment of interest on or repayment
        of the principal amount of inter-company Indebtedness for Borrowed
        Money.

        "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 Court
        Meeting and of the EGM set out therein 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" has the meaning given to it in the Senior
        Bank Credit Agreement as in effect on the Execution Date.

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


                                       27
<PAGE>   29
        "SECURITY DOCUMENTS" means the Pledge Agreement, the Share Charge, the
        Inter-Company Loan Assignment 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 the Parent,
        the Intermediate Parent and the Security Trustee.

        "SENIOR AGENT" means the person from time to time appointed as agent of
        the banks under the Senior Bank Credit Agreement.

        "SENIOR BANK CREDIT AGREEMENT" means the L2,500,000,000 Credit Agreement
        dated on or about the date hereof among the Borrower, NTL Technologies,
        the Parent, 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.

        "SHARE CHARGE" means the share charge in agreed form executed or to be
        executed by the Intermediate Parent in favour of the Security Trustee
        relating to 65% of the issued share capital of the Borrower.

        "SPECIFIED FINANCIAL INDEBTEDNESS" means any Financial Indebtedness of
        the Parent or any Guarantor (other than arising in respect of any
        letters of credit or performance bonds issued at the request of a member
        of the Group in the ordinary course of its business) arising under (a)
        the NTL CC Notes, (b) any Permitted Refinancing and (c) any Financial
        Indebtedness incurred to refinance the Facility in whole or in part.

        "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 any member of the UK Group (or, prior to
        the Pushdown Date, the Target Group) carried out thereon.

        "STEERING COMMITTEE GROUP" means the Arrangers.

        "SUBORDINATED DEBT" means any loan made by the Parent to any Guarantor
        which is a direct subsidiary of the Parent or by any Guarantor to the
        Borrower or any other Guarantor provided that in each case (x) the
        lender of such loan is the direct parent of the borrower of such loan
        and (y) such loan has been subordinated to the Loan on the terms of a
        Subordination Agreement.

        "SUBORDINATED FUNDING" means:

        (a)     the subscription by the Parent for new equity capital of the
                Intermediate Parent; and


                                       28
<PAGE>   30
        (b)       Subordinated Debt.

        "SUBORDINATION AGREEMENT" means each subordination agreement in the
        agreed form executed or to be executed in connection herewith pursuant
        to which the indebtedness identified therein owed by any Guarantor
        (including, without limitation, the Intermediate Parent) or the
        Borrower, as the case may be, is subordinated to the obligations of the
        Obligors under the Finance Documents.

        "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
        Borrower, as the day on which primary syndication of the Facility is
        completed and (b) the day falling six months after the date hereof.

        "TARGET" means Cable and Wireless Communications plc (company number
        3288998).

        "TARGET GROUP" means CWC Holdings, Target and its direct and indirect
        subsidiaries (other than the Target Group Excluded Subsidiaries (as
        defined in the Senior Bank Credit Agreement)) immediately after the
        Second Caxton Sale, such comprising the CWC ConsumerCo Business and, for
        the purpose of Clause 17.2 (Financial Definitions) and any other
        provisions of this Agreement using the definitions defined in Clause
        17.2 (Financial Definitions), NTL Business Limited.

        "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.

        "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
        17.2 (Financial Definitions).

        "TRANSACTION AGREEMENT" means the restated agreement dated as of 26 July
        1999 between Bell Atlantic Corporation, Cable & Wireless, the Target and
        NTL Delaware 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 Borrower 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


                                       29
<PAGE>   31
                and subject to the terms and conditions set out in Clause 30.3
                (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 30.5 (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 with the United Kingdom on that date
        (subject to the completion of any necessary procedural formalities)
        without a deduction or withholding for or on account of tax imposed by
        the United Kingdom 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).

        "UNPAID SUM" means the unpaid balance of any of the sums referred to in
        Clause 23.1 (Default Interest Periods).

        "UK GROUP" means:

        (a)     for the purpose of Clause 17.1 (UK Group Financial Condition),
                Clause 17.2 (Financial Definitions) and any other provision of
                this Agreement using the definitions defined in Clause 17.2
                (Financial Definitions):

                (i)     the Borrower;

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

                (iii)   Cable & Wireless Communications (South Hertfordshire)
                        Limited;

                (iv)    each of the Borrower'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
                        NTL Business Limited); and

        (b)     for all other purposes, the Borrower and each of its direct or
                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


                                       30
<PAGE>   32
                Date (as defined by this paragraph (b)) are listed on Schedule
                14 to the Senior Bank Credit Agreement.

        "UK GROUP EXCLUDED SUBSIDIARY" means:

        (a)     any subsidiary of the Borrower 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 Borrower);

        (d)     Herts Cable Limited (until such time as it becomes a wholly
                owned subsidiary of the Borrower);

        (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) of the Senior Bank Credit Agreement;

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

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

        (h)     any company (other than a member of the Target Group) which
                becomes a subsidiary of the Borrower 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 Borrower and
        the Agent (acting on the instructions of an Instructing Group, acting
        reasonably) so agree.

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


                                       31
<PAGE>   33
        (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 Borrower 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 or the Borrower and the
        Agent or, if not so executed or initialed, 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 (any deemed
        waiver pursuant to the Intercreditor Agreement not being a waiver for
        these purposes) 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 (any deemed waiver pursuant to the Intercreditor
        Agreement not being a waiver for these purposes) 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;

        "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


                                       32
<PAGE>   34
        (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,

                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 of only Clause 16 (Financial Information),
                Clause 17 (Financial Condition) and where the financial
                definitions referred to in Clause 17.2 (Financial Definition)
                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


                                       33
<PAGE>   35
        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.

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     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 FACILITY

2.1     GRANT OF THE FACILITY

        The Banks grant to the Borrower, upon the terms and subject to the
        conditions hereof, a sterling multiple draw loan facility in an
        aggregate amount of L1,300,000,000, as the same may be reduced in
        accordance with the terms hereof.

2.2     PURPOSE

        The Facility is intended to fund loans by the Borrower to other members
        of the UK Group each of which shall utilize the proceeds thereof to
        finance the working capital


                                       34
<PAGE>   36
        requirements of the UK Group, provided that in no event shall the
        proceeds of any Advance be used for a purpose other than to finance the
        construction, capital expenditure and working capital needs of a Cable
        Business.

2.3     APPLICATION

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

2.4     CONDITIONS PRECEDENT

        Save as the Banks may otherwise agree, the Borrower may not deliver any
        Notice of Drawdown unless the Agent has confirmed to the Borrower and
        the Banks that it has received all of the documents and other evidence
        listed in Schedule 3 (Conditions Precedent) and that each is, in form
        and substance, satisfactory to the Agent. The Agent shall notify the
        Borrower and the Banks promptly upon being so satisfied.

2.5     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.

2.6     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 FACILITY

3.1     DRAWDOWN CONDITIONS FOR ADVANCES

        An Advance will be made by the Banks to the Borrower if:

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

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

        3.1.3   the proposed amount of such Advance is (a) if less than the
                Available Facility an amount or integral multiple of L50,000,000
                or (b) equal to the amount of the Available Facility;

        3.1.4   there would not, immediately after the making of such an
                Advance, be more than five Advances outstanding;

        3.1.5   neither of the events mentioned in sub-clauses 5.1.1 and 5.1.2
                of Clause 5.1 (Market Disruption and Alternative Interest Rates)
                shall have occurred;


                                       35
<PAGE>   37
        3.1.6   to the extent that the initial aggregate principal amount of
                Advances made under this Facility would exceed L300,000,000
                after giving effect to the making of such Advance, the Pushdown
                Condition has been satisfied;

        3.1.7   on and as of the proposed date for the making of such Advance
                (i) no Event of Default or Potential Event of Default is
                continuing and (ii) the Repeated Representations are true in all
                material respects;

        3.1.8   the cash on hand of the UK Group at the close of business on the
                Business Day immediately preceding the date the Notice of
                Drawdown for such Advance is delivered to the Agent shall not
                exceed L25,000,000; and

        3.1.9   in the case of Advances made on or after the Pushdown Date, the
                advances which are outstanding under the Senior Bank Credit
                Agreement shall equal at least L2,500,000,000 less any permanent
                reductions to the availability thereunder made after the
                Execution Date.

3.2     EACH BANK'S PARTICIPATION IN ADVANCES

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

3.3     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 an Advance and
        such reduction was not taken into account in the Available Facility,
        then the amount of that Advance shall be reduced accordingly.

3.4     FORCED DRAWDOWN

        At any time during the continuance of a Remedy Restriction Period, the
        Agent, acting upon the instructions of an Instructing Group, shall have
        the right to require the Borrower to incur an Advance in the amount
        necessary to cause the Full Funding Date to occur (such amount the
        "FORCED DRAWDOWN Amount"). Such right shall be exercised by the giving
        of notice of such drawdown by the Agent to the Banks and the Borrower.

        In such an event, upon notice to each Bank, such Bank shall fund its pro
        rata portion of the Forced Drawdown Amount to the Agent and the Agent,
        on behalf of the Borrower, will transfer the amounts so made available
        to the Borrower's account at the Senior Agent. The Borrower and each of
        the other Obligors acknowledge and agree that the making of an Advance
        by the Banks pursuant to this Clause 3.4 (Forced Drawdown) has been
        irrevocably and unconditionally consented to by the Borrower and the
        Obligors and neither the Borrower nor any other Obligor nor any other
        person shall have the right to revoke, cancel or otherwise limit such
        consent or the right of the Banks to make such Advance hereunder.


                                       36
<PAGE>   38
4.      PAYMENT AND CALCULATION OF INTEREST ON ADVANCES; INTEREST PERIODS

4.1     PAYMENT OF INTEREST

        On the last day of each Interest Period (and, if the Interest Period of
        such Advance exceeds six months, on the expiry of each period of six
        months during such Interest Period) the Borrower shall pay accrued
        interest on the Advance to which such Interest Period relates.

4.2     CALCULATION OF INTEREST

        The rate of interest applicable to an Advance from time to time during
        an Interest Period relating thereto shall be the rate per annum which is
        the lesser of:

        4.2.1   16 per cent. per annum; and

        4.2.2   the sum of:

                (a)     the Margin at such time;

                (b)     the Mandatory Cost Rate; and

                (c)     LIBOR on the Quotation Date therefor.

4.3     LIMITATIONS ON CASH INTEREST.

        Notwithstanding anything to the contrary set forth in this Agreement, to
        the extent that the rate of interest applicable to an Advance on any
        interest payment date for such Advance exceeds the sum of 14 per cent.
        per annum and the increase, if any, in the rate of interest pursuant to
        Clause 4.4 (Default Interest) such excess interest shall be paid by
        adding such excess interest to the principal amount of such Advance
        unless the Borrower shall have given the Agent notice at least three
        Business Days prior to such interest payment date that it shall pay such
        excess amount in cash.

4.4     DEFAULT INTEREST

        The interest rate determined in accordance with Clause 4.2 (Calculation
        of Interest) shall be increased by one per cent. per annum (it being
        understood that the interest rate could by reason of such increase
        exceed 16 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.

4.5     INTEREST PERIODS

        The period for which an Advance is outstanding shall be divided into
        successive periods each of which (other than the first, which shall
        begin on the day such Advance is made) shall start on the last day of
        the preceding such period.

4.6     DURATION


                                       37
<PAGE>   39
        The duration of each Interest Period shall, save as otherwise provided
        herein, be one, two, three or six months or such other period as the
        Agent (acting on instructions of all the Banks) may agree in each case
        as the Borrower may by not less than five Business Days' prior notice to
        the Agent select, PROVIDED THAT:

        4.6.1   if the Borrower fails to give such notice of its selection in
                relation to an Interest Period, the duration of that Interest
                Period shall, subject to sub-clauses 4.6.2, 4.6.3 and 4.6.4 be
                one month;

        4.6.2   if there are more than five Advances outstanding any Interest
                Period which begins during or at the same time as anyone or more
                other Interest Periods shall end at the same time as such one of
                those other Interest Periods as the Borrower may, by not less
                than five Business Days' prior notice to the Agent, select or,
                failing such selection, the first such other Interest Period to
                expire;

        4.6.3   any Interest Period which would otherwise end during the month
                preceding, or extend beyond, the Final Maturity Date shall be of
                such duration that it shall end on the Final Maturity Date; and

        4.6.4   prior to the Syndication Date, Interest Periods shall be one
                month or such other period as the Agent and the Borrower may
                agree.

4.7     CONSOLIDATION OF ADVANCES

        If two or more Interest Periods end at the same time, then, on the last
        day of those Interest Periods, the Advances to which they relate shall
        be consolidated into and treated as a single Advance.

4.8     DIVISION OF ADVANCES

        The Borrower may, by not less than five Business Days' prior notice to
        the Agent, direct that any Advance shall, at the beginning of any
        Interest Period relating thereto, be divided into (and thereafter, save
        as otherwise provided herein, treated in all respects as) two or more
        Advances in such amounts (in aggregate, equaling the amount of the
        Advance being so divided) as shall be specified by the Borrower in such
        notice, PROVIDED THAT the Borrower shall not be entitled to make such a
        direction if:

        4.8.1   as a result of so doing, there would be more than five
                outstanding Advances; or

        4.8.2   any Advance thereby coming into existence would be of an amount
                less than L50,000,000.

5.      MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

5.1     MARKET DISRUPTION

        If, in relation to any Advance:

        5.1.1   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
                Interest Period none or only one of the Reference Banks supplies
                a rate for the purpose of determining LIBOR for the relevant
                Interest Period; or


                                       38
<PAGE>   40
        5.1.2   before the close of business in London on the Quotation Date for
                such 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 Advance would be owed if made that the LIBOR rate does not
                accurately reflect the cost of funding its participation in such
                Advance,

        then the Agent shall notify the Borrower and the Banks of such event
        and, notwithstanding anything to the contrary in this Agreement, Clause
        5.2 (Substitute Interest Period and Interest Rate) shall apply to such
        Advance (if it is a Rollover Advance). If either sub-clause 5.1.1 or
        5.1.2 of Clause 5.1 (Market Disruption and Alternative Interest Rates)
        applies to a proposed Advance (other than a Rollover Advance), such an
        Advance shall not be made.

5.2     SUBSTITUTE INTEREST PERIOD AND INTEREST RATE

        If sub-clause 5.1.1 of Clause 5.1 (Market Disruption and Alternative
        Interest Rates) applies to an Advance, the duration of the relevant
        Interest Period shall be one month or, if less, such that it shall end
        on the Final Maturity Date. If either sub-clause 5.1.1 or 5.1.2 of
        Clause 5.1 (Market Disruption and Alternative Interest Rates) applies to
        an Advance, the rate of interest applicable to each Bank's portion of
        such Advance during the relevant Interest Period shall (subject to any
        agreement reached pursuant to Clause 5.3 (Alternative Rate)) be the rate
        per annum which is the sum of:

        5.2.1   the Margin at such time;

        5.2.2   the Mandatory Cost Rate; and

        5.2.3   the rate per annum notified to the Agent by such Bank before the
                last day of such Interest Period 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
                Advance during such Interest Period.

5.3     ALTERNATIVE RATE

        If either of those events mentioned in sub-clauses 5.1.1 or 5.1.2 of
        Clause 5.1 (Market Disruption and Alternative Interest Rates) occurs in
        relation to an Advance, then if the Agent or the Borrower so requires,
        the Agent and the Borrower 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 Advances and/or (ii) upon which the
        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).

6.      NOTIFICATION

6.1     ADVANCES

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

        6.1.1   the proposed amount of the relevant Advance;


                                       39
<PAGE>   41
        6.1.2   the proposed length of the relevant Interest Period; and

        6.1.3   the aggregate principal amount of the relevant Advance allocated
                to such Bank pursuant to Clause 3.2 (Each Bank's Participation
                in Advances).

6.2     INTEREST PERIODS

        Not less than three Business Days before the first day of an Interest
        Period, the Agent shall notify each Bank of the proposed amount of the
        relevant Advance, the proposed length of such Interest Period and the
        aggregate principal amount of the relevant Advance allocated to such
        Bank pursuant to Clause 3.2 (Each Bank's Participation in Advances).

6.3     INTEREST RATE DETERMINATION

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

6.4     CHANGES TO ADVANCES OR INTEREST RATES

        The Agent shall promptly notify the Borrower and the Banks of any change
        to (a) the proposed length of an Interest Period or (b) any interest
        rate occasioned by the operation of Clause 5 (Market Disruption and
        Alternative Interest Rates).

7.      REPAYMENT AND REDUCTION OF THE FACILITY

7.1     REPAYMENT

        The Borrower shall repay each Advance made to it in full on the Final
        Maturity Date.

8.      CANCELLATION AND PREPAYMENT

8.1     CANCELLATION OF THE FACILITY

        Subject to the provisions of Clause 8.7 (Limitations on Cancellation of
        the Facility), the Borrower 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.

8.2     PREPAYMENT OF THE FACILITY

        Subject to the provisions of Clause 8.7 (Limitations on Cancellation of
        the Facility) and Clause 23.4 (Break Costs), the Borrower 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 an Advance (being a minimum
        amount of L50,000,000 and an integral multiple of L10,000,000).

8.3     NOTICE OF CANCELLATION OR PREPAYMENT

        Any notice of cancellation or prepayment given by the Borrower pursuant
        to this Clause 8 (Cancellation and Prepayment) 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 Borrower to make such
        prepayment on such date.


                                       40
<PAGE>   42
8.4     REPAYMENT OF A BANK'S SHARE OF THE LOAN

        If:

        8.4.1   any sum payable to any Bank by an Obligor is required to be
                increased pursuant to Clause 10.1 (Tax Gross-up); or

        8.4.2   any Bank claims indemnification from an Obligor under Clause
                10.2 (Tax Indemnity), the Agent claims indemnification from an
                Obligor under Clause 10.2 (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 the
                Borrower under Clause 12.1 (Increased Costs),

        the Borrower 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 Loan. On the last day of each then current Interest Period,
        or at any other time subject to the provisions of Clause 23.4 (Break
        Costs), the Borrower shall repay such Bank's portion of the Advance to
        which such Interest Period relates.

8.5     NO FURTHER ADVANCES

        A Bank for whose account a repayment is to be made under Clause 8.4
        (Repayment of a Bank's Share of the Loan) shall not be obliged to
        participate in the making of Advances on or after the date upon which
        the Agent receives the Borrower's notice of its intention to procure the
        repayment of such Bank's share of the Loan, and such Bank's Available
        Commitment shall be reduced to zero.

8.6     NO OTHER REPAYMENTS

        The Borrower shall not repay all or any part of the Loan except at the
        times and in the manner expressly provided for in this Agreement and
        shall not be entitled to reborrow any amount repaid.

8.7     LIMITATION ON CANCELLATION OF THE FACILITY

        Notwithstanding anything to the contrary set forth in this Clause 8
        (Cancellation and Prepayment) or Clause 8.2 (Prepayment of the
        Facility), the Borrower may not voluntarily reduce the Available
        Commitment pursuant to Clause 8.1 (Cancellation of the Facility) or
        prepay all or any part of an Advance pursuant to Clause 8.2 (Prepayment
        of the Facility) at any time that the Senior Bank Credit Agreement is in
        effect, without the consent of the Senior Agent under the Senior Bank
        Credit Facility, unless such reduction or prepayment is permitted under
        Clause 19.35 (Working Capital Facility Amendments) of the Senior Bank
        Credit Agreement as in effect on the Execution Date.

9.      MANDATORY PREPAYMENT

9.1     MANDATORY PREPAYMENT FROM EXCESS CASH FLOW

        The Borrower shall ensure that within ten Business Days of delivery of
        the most recent financial statements of the UK Group pursuant to Clause
        16.1 (Annual Statements), commencing with the financial statements
        delivered in respect of the financial year to ending 31 December 2003,
        the Excess Cash Flow Payment Amount for the financial year to which such
        financial statements relate is applied in cancellation of the Available
        Facility and/or repayment of the Loan in accordance with Clause 9.6
        (Application of


                                       41
<PAGE>   43
        Proceeds).

9.2     MANDATORY PREPAYMENT FROM ASSET DISPOSALS

        The Borrower shall ensure that the net cash proceeds of any disposal
        falling within paragraph (f)(A) of the definition of Permitted Disposals
        of any asset by any member of the UK Group are applied in cancellation
        of the Available Facility and/or repayment of the Loan in accordance
        with Clause 9.6 (Application of Proceeds) unless the relevant member of
        the UK Group can show to the satisfaction of the Agent that:

        9.2.1   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 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 UK Group; or

        9.2.2   such disposal was on arms' length terms and in the ordinary and
                usual course of business of such member of the UK Group; or

        9.2.3   the net disposal proceeds, when aggregated with the net disposal
                proceeds received by members of the UK Group in respect of
                disposals falling within paragraph (f)(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 9.2.1 or 9.2.2 above) does not exceed
                L10,000,000 or its equivalent; or

        9.2.4   the net disposal proceeds are required to be, and are actually,
                applied to the permanent repayments and commitment reductions
                under the Senior Bank Credit Agreement (but only to the extent
                that such net disposal proceeds are actually so applied).

                In the case of sub-clause 9.2.1 only, to the extent that the net
                disposal proceeds therefrom are not deposited in the prepayment
                escrow account established under the Senior Bank Credit
                Agreement, the net disposal proceeds referred to therein will be
                deposited in the Prepayment Escrow Account and the relevant
                member of UK Group shall be entitled, during the 365 day period,
                to withdraw (or, as the case may be, require the Borrower to
                withdraw) sums from such account only to the extent that it is
                able to reasonably demonstrate that such sums will be reinvested
                or applied in accordance with the provisions of sub-clause
                9.2.1. Any amounts not reinvested as specified in sub-clause
                9.2.1 during the 365 day period specified therein shall
                thereafter, be applied in repayment of the Loan in accordance
                with Clause 9.6 (Application of Proceeds), provided that to the
                extent that any amounts are deposited in the Prepayment Escrow
                Account prior to the Pushdown Date, such amounts shall not be so
                applied on such 365th day but shall be retained in the
                Prepayment Escrow Account until the earlier of (x) the later of
                the Pushdown Date and such 365th day (on which later date such
                amounts shall be applied to the permanent repayment of amounts
                outstanding under the Senior Bank Credit Agreement in accordance
                with clause 10.2.1 thereof) and (y) the occurrence of an Event
                of Default (in which event such amounts shall be applied in
                repayment of the Loan in accordance with Clause 9.6 (Application
                of Proceeds)).


                                       42
<PAGE>   44
9.3     MANDATORY PREPAYMENT FROM INSURANCE PROCEEDS

        The Borrower shall ensure that Insurance Proceeds received by 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 cancellation of the Available Facility and/or repayment
        of the Loan in accordance with Clause 9.6 (Application of Proceeds)
        unless the Insurance Proceeds received above the Minimum Threshold are:

        9.3.1   promptly upon receipt, deposited in the Prepayment Escrow
                Account in accordance with the provisions of Clause 9.4 (Payment
                of Insurance Proceeds into Prepayment Escrow Account); and

        9.3.2   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) within a period of 365 days from the date
                of receipt of such Insurance Proceeds by the relevant member of
                the UK Group; or

        9.3.3   are required to be, and are actually, applied to the permanent
                repayment and commitment reductions under the Senior Bank Credit
                Agreement (but only to the extent that such Insurance Proceeds
                are actually so applied).

9.4     PAYMENT OF INSURANCE PROCEEDS INTO PREPAYMENT ESCROW ACCOUNT

        The Borrower shall ensure that to the extent that any Insurance Proceeds
        to be applied in accordance with sub-clause 9.3.2 of Clause 9.3
        (Mandatory Prepayment from Insurance Proceeds) are not deposited in the
        prepayment escrow account established under the Senior Bank Credit
        Agreement such Insurance Proceeds are deposited in the Prepayment Escrow
        Account. The relevant member of the UK Group shall be entitled, during
        the period of 365 days from its receipt of 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). Any sums not so withdrawn during such 365 day period shall
        thereafter be paid to the Agent and applied in cancellation of the
        Available Facility and/or repayment of the Loan in accordance with
        Clause 9.6 (Application of Proceeds), provided that to the extent that
        any amounts are deposited in the Prepayment Escrow Account prior to the
        Pushdown Date, such amounts shall not be so applied on such 365th day
        but shall be retained in the Prepayment Escrow Account until the earlier
        of (x) the later of the Pushdown Date and such 365th day (on which later
        date such amounts shall be applied to the permanent repayment of amounts
        outstanding under the Senior Bank Credit Agreement in accordance with
        clause 10.2.1 thereof) and (y) the occurrence of an Event of Default (in
        which event such amounts shall be applied in repayment of the Loan in
        accordance with Clause 9.6 (Application of Proceeds)).


                                       43
<PAGE>   45
9.5     MANDATORY PREPAYMENT FROM CAPITAL EVENT PROCEEDS

        The Parent shall ensure that upon the receipt of Capital Event Proceeds
        an amount equal to the Capital Event Proceeds Amount as then determined
        is applied in cancellation of the Available Facility and/or repayment of
        the Loan in accordance with Clause 9.6 (Application of Proceeds),
        PROVIDED that there shall be no obligation to apply any such Capital
        Event Proceeds which are otherwise required to be so applied until the
        amount of Capital Event Proceeds which have not been applied by reason
        of this proviso exceed L5,000,000 (in which case the entire amount (and
        not simply the amount in excess of L5,000,000) shall be so applied).

9.6     APPLICATION OF PROCEEDS

        9.6.1   Any amounts required to be applied in cancellation of the
                Available Facility and/or repayment of the Loan pursuant to
                Clause 9.1 (Mandatory Prepayment From Excess Cash Flow) to
                Clause 9.5 (Mandatory Prepayments from Capital Event Proceeds)
                shall be applied as follows:

                (a)     all such amounts required to be applied pursuant to
                        Clause 9.5 (Mandatory Prepayment from Capital Event
                        Proceeds) other than to the extent arising from the
                        Incremental Amount shall be applied (x) first to the
                        repayment of Loan then outstanding and (y) second to the
                        extent any proceeds remain after application pursuant to
                        clause (x), to the reduction of the Available Facility;

                (b)     all such amounts not covered by clause (a) above, shall
                        be applied (x) first, to the reduction of the Available
                        Facility and (y) second, to the extent any proceeds
                        remain after application pursuant to clause (x) (i.e.
                        after the Available Facility has been reduced to zero),
                        to the repayment of Loans then outstanding.

        9.6.2   Any amounts paid to the Agent in accordance with Clause 9.1
                (Mandatory Prepayment from Excess Cash Flow) to Clause 9.5
                (Mandatory Prepayment from Capital Event 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 Borrower so instructs
                        the Agent, be retained in the Prepayment Escrow Account
                        for application on one or more prepayment dates until
                        such time as such amounts have been applied in full in
                        repayment of the Loan in accordance with this Clause
                        9.6.

9.7     MANDATORY PREPAYMENT DUE TO CHANGE IN CONTROL

        9.7.1     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 or any Obligor ceases to be (directly or indirectly)
                a wholly-owned subsidiary of NTL Holdings; or


                                       44
<PAGE>   46
        (c)     the Borrower ceases to be (directly or indirectly) a
                wholly-owned subsidiary of the Parent;

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

        9.7.2   For the purpose of this Clause 9.7 (Mandatory Prepayment due to
                Change in Control):

                "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 or
                        right).

                "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, to obtain or consolidate control of NTL Holdings.

        9.7.3   This Clause 9.7 (Mandatory Prepayment due to Change in Control)
                will not apply, and the Available Commitments will not be
                cancelled, and the 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).

9.8     MANDATORY PREPAYMENT DUE TO PUSHDOWN DATE

        Notwithstanding any other provision of this Agreement, if the Pushdown
        Date has not occurred on or prior to 30 September 2001, on the first
        Business Day after 30 September 2001, the Borrower shall procure the
        immediate repayment of the Loan in full (together with accrued interest
        thereon and any other sum owed by the Borrower hereunder) and


                                       45
<PAGE>   47
        Available Commitment of each Bank shall immediately be cancelled and
        reduced to zero.

10.     TAXES

10.1    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 10.6
        (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.

10.2    TAX INDEMNITY

        Without prejudice to Clause 10.1 (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 10.2 shall not apply to:

        10.2.1  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 (but excluding any such tax that would
                not have arisen but for such Agent or Bank, as the case may be,
                being treated as a resident in a jurisdiction solely by reason
                of having entered into this Agreement, performed its obligations
                or received any payment hereunder or enforced its rights
                hereunder); or

        10.2.2  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


                                       46
<PAGE>   48
        10.2.3  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 10.3.1 and 10.3.2 of
                Clause 10.3 (Banks' Tax Status Confirmation); or

        10.2.4  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.

10.3    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:

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

        10.3.2  it is a bank as defined for the purposes of Section 349 of ICTA
                and is beneficially entitled to its share of the 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.

10.4    U.S. TAX FORMS

        Each Bank that is not a United States person (as such term is defined in
        Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal
        income tax purposes agrees to deliver to the Borrower and the Agent on
        or prior to the Initial Advance Date, or in the case of a Bank that is
        an assignee or transferee of an interest under this Agreement pursuant
        to Clause 30.3 (Assignment and Transfers by Banks) (unless the
        respective Bank was already a Bank hereunder immediately prior to such
        assignment or transfer), on the date of such assignment or transfer to
        such Bank, (i) two accurate and complete original signed copies of
        Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a
        complete exemption under an income tax treaty) (or successor forms)
        certifying to such Bank's entitlement as of such date to a complete
        exemption from United States withholding tax with respect to payments to
        be made under this Agreement, or (ii) if the Bank is not a "bank" within
        the meaning of Section 881(c)(3)(A) of the Code and cannot deliver
        either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect
        to a complete exemption under an income tax treaty) pursuant to clause
        (i) above, (x) a certificate substantially in the form of Schedule 8
        (any such certificate, a "NON-BANK CERTIFICATE") and (y) two accurate
        and complete original signed copies of Internal Revenue Service Form
        W-8BEN (with respect to the portfolio interest exemption) (or successor
        form) certifying to such Bank's entitlement to a complete exemption from
        United States withholding tax with respect to payments of interest to be
        made under this Agreement. In addition, each Bank agrees that from time
        to time after the Initial Advance Date, upon the reasonable request of
        the Borrower or when a change in circumstances of the Bank renders the
        previous certification obsolete or inaccurate in any material respect,
        it will deliver to the Borrower and the Agent two new accurate and
        complete original signed copies of Internal Revenue Service W-8ECI or
        Form W-8BEN (with respect to the benefits of any income tax treaty), or
        Form W-8BEN (with respect to the portfolio interest exemption) and a
        Non-Bank Certificate, as


                                       47
<PAGE>   49
        the case may be, and such other forms as may be required in order to
        confirm or establish the entitlement as of such date of such Bank to a
        continued exemption from or (as a result of a change in law, treaty,
        rule, regulations, guideline or order, or in the interpretation thereof)
        reduction in United States withholding tax with respect to payments
        under this Agreement, or it shall notify the Borrower and the Agent of
        its inability to deliver any such Form or Certificate, in which case
        such Bank shall not be required to deliver any such Form or Certificate
        pursuant to this Clause 10.4. Notwithstanding anything to the contrary
        contained in Clause 10.1 (Tax Gross-up), but subject to Clause 10.5
        (Claims by Banks and the Agent) and the immediately succeeding sentence,
        (x) the Borrower shall be entitled, to the extent it is required to do
        so by law, to deduct or withhold income or similar taxes imposed by the
        United States (or any political subdivision or taxing authority thereof
        or therein) from interest, fees or other amounts payable hereunder for
        the account of any Bank which is not a United States person (as such
        term is defined in Section 7701(a)(30) of the Code) for U.S. federal
        income tax purposes to the extent that such Bank has not provided to the
        Borrower U.S. Internal Revenue Service Forms that establish a complete
        exemption from such deduction or withholding and (y) the Borrower shall
        not be obligated pursuant to Clause 10.1 to gross-up payments to be made
        to a Bank in respect of income or similar taxes imposed by the United
        States if (I) such Bank has not provided to the Borrower the Internal
        Revenue Service Forms required to be provided to the Borrower pursuant
        to this Clause 10.4 or (II) in the case of a payment, other than
        interest that is treated as interest for U.S. federal income tax
        purposes, to a Bank described in clause (ii) above, to the extent that
        such Forms do not establish a complete exemption from withholding of
        such taxes. Notwithstanding anything to the contrary contained in the
        preceding sentence or elsewhere in this Clause 10.4 and except as set
        forth in Clause 10.5 (Claims by Banks and the Agent), the Borrower
        agrees to pay any additional amounts and to indemnify each Bank in the
        manner set forth in Clause 10.1 (Tax Gross-up) in respect of any United
        States taxes deducted or withheld by it as described in the immediately
        preceding sentence as a result of any changes that are effective after
        the Initial Advance Date in any applicable law, treaty, governmental
        rule, regulation, guideline or order, or in the interpretation thereof,
        relating to the deducting or withholding of such taxes.

10.5    CLAIMS BY BANKS AND THE AGENT

        A Bank intending to make a claim pursuant to Clause 10.2 (Tax Indemnity)
        shall notify the Agent of the event giving rise to the claim, whereupon
        the Agent shall notify the Borrower thereof. If the Agent intends to
        make a claim pursuant to Clause 10.2 (Tax Indemnity) it shall notify the
        Borrower of the event giving rise to the claim.

10.6    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 10.1
        (Tax Gross-Up) any amount in respect of taxes levied or imposed by the
        United Kingdom 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 10.6 shall not apply (and each Obligor
        shall be obliged to comply with its obligations under Clause 10.1 (Tax
        Gross-Up)) if:

        10.6.1  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


                                       48
<PAGE>   50
                practice or concession of any relevant taxing authority and as a
                result thereof such Finance Party ceases to be a Qualifying
                Lender; or

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

10.7    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
        imposed by the United Kingdom. If an Obligor is able to demonstrate that
        a deduction or withholding for or on account of tax imposed by the
        United Kingdom 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 10.1 (Tax Gross-Up) as a result
        of such a deduction or withholding.

10.8    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 Borrower of any notices it receives under this
        Clause 10.8 and if it ceases to be a Qualifying Lender.

11.     TAX RECEIPTS

11.1    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
        Borrower and the Obligor who is required to make such a deduction or
        withholding.

11.2    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 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.

11.3    TAX CREDIT PAYMENT

        If an additional payment is made under Clause 10 (Taxes) by an Obligor
        or the Borrower 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


                                       49
<PAGE>   51
        additional payment made pursuant to Clause 10 (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 or, as the case may be, the Borrower 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 or the
        Borrower.

11.4    TAX CREDIT CLAWBACK

        If any Finance Party makes any payment to an Obligor or the Borrower
        pursuant to Clause 11.3 (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 or the
        Borrower 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.

11.5    TAX AND OTHER AFFAIRS

        Subject to Clause 10.7, 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 10 (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.

12.     INCREASED COSTS

12.1    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):

        12.1.1  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;

        12.1.2  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

        12.1.3  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 Advances or any Unpaid Sum,


                                       50
<PAGE>   52
        then the Borrower 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.

12.2    INCREASED COSTS CLAIMS

        A Bank intending to make a claim pursuant to Clause 12.1 (Increased
        Costs) shall notify the Agent of the event giving rise to such claim,
        whereupon the Agent shall notify the Borrower thereof.

12.3    EXCLUSIONS

        Notwithstanding the foregoing provisions of this Clause 12 (Increased
        Costs), no Bank shall be entitled to make any claim under this Clause 12
        (Increased Costs) in respect of any reduction in the rate of return on
        capital, cost or increased cost:

        12.3.1  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 10.1 (Tax Gross-Up) (or would have been
                compensated for under Clause 10.1 (Tax Gross-Up) but was not so
                compensated solely because of Clause 10.4 (Tax Forms), Clause
                10.6 (Excluded Claims) or Clause 10.7 (Treaty Lenders));

        12.3.2  compensated by Clause 10.2 (Tax Indemnity) (or would have been
                compensated for under Clause 10.2 (Tax Indemnity) but was not so
                compensated solely because of one of the exclusions set out in
                sub-clauses 10.2.1 to 10.2.4 of Clause 10.2 (Tax Indemnity));

        12.3.3  compensated by the Mandatory Cost Rate; or

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

13.     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 Advances,
        then that Bank shall, promptly after becoming aware of the same, deliver
        to the Borrower through the Agent a notice to that effect and:

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

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


                                       51
<PAGE>   53
14.     MITIGATION

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

        14.1.1  an increase in any sum payable to it or for its account pursuant
                to Clause 10.1 (Tax Gross-up);

        14.1.2  a claim for indemnification pursuant to Clause 10.2 (Tax
                Indemnity) or Clause 12.1 (Increased Costs); or

        14.1.3  the reduction of its Available Commitment to zero or any
                repayment to be made pursuant to Clause 13 (Illegality),

        then, without in any way limiting, reducing or otherwise qualifying the
        rights of such Bank or the obligations of the Obligors 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 Borrower 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
        Borrower and willing to participate in the 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).

15.     REPRESENTATIONS

        15.1.1  Each Covenant Group Obligor makes the representations and
                warranties set out in Clause 15.2 (Status and Due Authorisation)
                to Clause 15.29 (The Scheme); provided that insofar as the
                representations and warranties set out in sub-clause 15.15.3 of
                Clause 15.15 (Business Plan and Information Memorandum) and
                Clause 15.27 (Group Structure) relate to the Target Group, the
                Borrower makes such representations and warranties to the best
                of its knowledge and belief and without liability to pay damages
                for breach thereof.

        15.1.2  The Parent makes the representations and warranties set out in
                Clauses 15.2 (Status and Due Authorisation) to Clause 15.8 (No
                Winding-Up), Clause 15.21 (Execution of this Agreement) and
                Clause 15.26 (Security Interest) with respect to itself (as
                applicable).

        Each Obligor acknowledges that the Finance Parties have entered into the
        Finance Documents in reliance on those representations and warranties.

15.2    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


                                       52
<PAGE>   54
        security or giving of guarantees contemplated by the Finance Documents
        to which it is a party.

15.3    NO DEDUCTIONS OR WITHHOLDING; ENTITY CLASSIFICATION ELECTION

        Under the laws of its 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 and assuming in the case of United
        States taxes that the tax forms required to be provided in Clause 10.4
        (U.S. Tax Forms) have been so provided). The Borrower has filed a valid
        election to be treated as a disregarded entity for U.S. federal income
        tax purposes and such election currently remains in effect.

15.4    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.

15.5    VALIDITY AND ADMISSIBILITY IN EVIDENCE

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

        15.5.1  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;

        15.5.2  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

        15.5.3  (subject to the Reservations) to make each such Finance Document
                admissible in evidence in England and the United States,

        have been done, fulfilled and performed (other than 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).

15.6    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 15.5 (Validity and Admissibility in Evidence) and fixed duties
        on assignments by way of security.

15.7    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.


                                       53
<PAGE>   55
15.8    NO WINDING-UP

        No Obligor nor member of the UK 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 or any member of the UK 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
        or (as the case may be) such member of the UK 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 member of the
        UK Group to any other member of the UK Group (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.

15.9    NO MATERIAL DEFAULTS

        No member of the Covenant Group is in breach of or in default under any
        agreement to which it is a party (including, without limitation,
        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
        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.

15.10   NO MATERIAL PROCEEDINGS

        No action or administrative proceeding of or before any court,
        arbitrator or agency (including, without limitation, investigative
        proceedings) which could reasonably be expected to have a Material
        Adverse Effect has been started or threatened against any member of the
        Covenant Group or any of their respective assets.

15.11   AUDITED FINANCIAL STATEMENTS

        Its most recent consolidated audited financial statements:

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

        15.11.2 disclose all material liabilities (contingent or otherwise) and
                all material unrealised or anticipated losses any member of the
                Covenant Group; and

        15.11.3 save as disclosed therein, give a true and fair view of the
                financial condition and operations of the Intermediate Parent
                or, as the case may be, the UK Group during the relevant
                financial year.

15.12   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:


                                       54
<PAGE>   56
        15.12.1 were prepared in accordance with accounting principles generally
                accepted in England and Wales and consistently applied;

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

        15.12.3 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.

15.13   NO MATERIAL ADVERSE CHANGE

        Since the date as at which its most recent audited financial statements
        (where required by Clause 16.1 (Annual Statements), consolidated, in the
        case of the Borrower) were stated to be prepared, there has been no
        change in its business or financial condition or, in the business or
        financial condition of any member of the UK Group or of the UK Group
        taken as a whole or, 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.

15.14   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 Clause 2.2 (Purpose) on the terms of the Finance
        Documents.

15.15   BUSINESS PLAN AND INFORMATION MEMORANDUM

        The Borrower:

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

        15.15.2 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

        15.15.3 confirms that the factual information contained in the
                Information Memorandum and any other written factual 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 Borrower's knowledge) to the Agent, the Arrangers and the
                Banks in connection herewith is true, complete and accurate in
                all material respects.

15.16   BUDGETS

        It:

        15.16.1 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 16.5 (Budgets);


                                       55
<PAGE>   57
        15.16.2 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 16.5 (Budgets) are based, to be fair and
                reasonable; and

        15.16.3 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 16.5 (Budgets).

15.17   ENVIRONMENTAL COMPLIANCE

        Each member of the Covenant 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.

15.18   ENVIRONMENTAL CLAIMS

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

15.19   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, over
        all or any of the present or future revenues or assets of any other
        member of the Covenant Group.

15.20   NO LOANS

        Save (in each case) for Permitted Loans and Guarantees, no member of the
        Covenant Group has made any loans or granted any credit or other
        financial accommodation which is or are outstanding.

15.21   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:

        15.21.1 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 (including, without limitation, the NTL CC
                Notes) in a manner that could reasonably be expected to have a
                Material Adverse Effect;

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

        15.21.3 conflict with any applicable law.

15.22   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
        9.7 (Mandatory Prepayment due to Change in Control)) has control (as
        construed in accordance with Clause 9.7 (Mandatory Prepayment due to
        Change in Control)) of, NTL Holdings.


                                       56
<PAGE>   58
15.23   LICENCES AND CONSENTS

        Each member of the Covenant Group has, at all 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
        there has been no act or omission on the part of it, any Covenant 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.

15.24   GOVERNMENT OR REGULATORY AUTHORITY INQUIRY

        No member of the Covenant Group has to the best of its knowledge and
        belief after due and careful inquiry 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.

15.25   INTELLECTUAL PROPERTY

        It is not aware of any adverse circumstance relating to the validity,
        subsistence or use of any member of the Covenant Group's Intellectual
        Property which could reasonably be expected to have a Material Adverse
        Effect.

15.26   SECURITY INTEREST

        15.26.1 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 as specified in the Security
                Document creating or evidencing that interest.

        15.26.2 The shares of Intermediate Parent and the Borrower 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 such persons do not and
                could not restrict or inhibit (whether absolutely, partly, under
                a discretionary power or otherwise) any transfer of such shares
                pursuant to enforcement of the Security Documents.

15.27   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 2.4
        (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 18.29 (Revised Group
        Structure) is true, complete and accurate, in each case as at the date
        of its delivery to the Agent.


                                       57
<PAGE>   59
15.28   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.

15.29   THE SCHEME

        In relation to the Scheme:

        15.29.1   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;

        15.29.2   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;

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

        15.29.4   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.

15.30   EXISTING GROUP INDEBTEDNESS

        15.30.1   The Intermediate Parent owes no Financial Indebtedness to any
                  other members of the Group, other than the Parent.

        15.30.2   The Borrower owes no Financial Indebtedness to any members of
                  the Group, other than the Intermediate Parent.

15.31   REPETITION OF REPRESENTATIONS

        The Repeated Representations shall (to the extent applicable) be deemed
        to be repeated by the Obligors on each date on which an Advance is or is
        to be made and the representations set out in sub-clause 15.15.3 of
        Clause 15.15 (Business Plan and Information Memorandum) shall be deemed
        to be made on the date that the Information Memorandum is approved by
        the Borrower and (save as otherwise disclosed by the Borrower, in
        writing to the Agent, prior to the Syndication Date) on the Syndication
        Date.

16.     FINANCIAL INFORMATION

16.1    ANNUAL STATEMENTS

        16.1.1    The Borrower 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 practice
                  in England and Wales.


                                       58
<PAGE>   60
        16.1.2    In respect of any of its financial years which end before the
                  Pushdown Date, the Borrower shall as soon as the same become
                  available, but in any event within 180 days after the end of
                  each of those financial years, procure the delivery 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.

16.2    QUARTERLY STATEMENTS

        16.2.1    The Borrower 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.

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

16.3    REQUIREMENTS AS TO FINANCIAL STATEMENTS

        The Borrower shall ensure that each set of financial statements
        delivered by it pursuant to this Clause 16 is:

        16.3.1    certified by one of its Authorised Signatories as giving a
                  true and fair view of its financial condition (and in the case
                  of the Borrower, after Pushdown the consolidated financial
                  condition of the UK Group and 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
                  its (or, as the case may be, the UK Group's or the Target
                  Group's) operations during such period; and

        16.3.2    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.

16.4    COMPLIANCE CERTIFICATES

        The Borrower shall ensure that each set of consolidated financial
        statements delivered by it pursuant to Clause 16.1 (Annual Statements)
        or Clause 16.2 (Quarterly Statements) is accompanied by a Compliance
        Certificate signed by two of its Authorised Signatories.

16.5    BUDGETS

        The Borrower 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 16.5, assuming that the Pushdown has been completed) prepared by
        reference to each Financial Quarter in respect of such financial year
        including:


                                       59
<PAGE>   61
        16.5.1    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;

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

        16.5.3    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;

        16.5.4    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 member of the NTL Holding Group to which those
                  Permitted Payments will relate;

        16.5.5    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);

        16.5.6    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

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

        The Borrower shall provide the Agent with details of any material
        changes in the projections delivered under this Clause 16.5 as soon as
        reasonably practicable after it becomes aware of any such change.

16.6    HEDGING

        The Borrower will promptly notify the Agent upon either it or any member
        of the UK Group and prior to the Pushdown Date any member of the Target
        Group entering into any Hedging Agreement, provided that the Borrower
        shall incur no liability to pay damages for failure to so notify the
        Agent of any member of the Target Group entering into any Hedging
        Agreement.

16.7    ASSET PASSTHROUGHS AND FUNDING PASSTHROUGHS

        The Borrower shall, at least five Business Days prior to effecting
        either an Asset Passthrough or a Funding Passthrough provide the Agent
        with:

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

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


                                       60
<PAGE>   62
        16.7.3    a certificate from an Authorised Signatory of the Borrower,
                  confirming that the proposed Asset Passthrough or Funding
                  Passthrough will satisfy all of the requirements of the
                  definition thereof; and

        16.7.4    such other information in relation to the proposed Asset
                  Passthrough or Funding Passthrough as the Agent may reasonably
                  request.

16.8    OTHER FINANCIAL INFORMATION

        The Borrower shall procure that each member of the UK Group and 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 the Intermediate Parent, the UK Group (and, prior to the
        Pushdown Date, the Target Group) as the Agent or any Bank (through the
        Agent) may reasonably require, PROVIDED THAT the Borrower shall not be
        under any obligation to supply any information the supply of which would
        be contrary to any confidentiality obligation binding on it and further
        provided that the Borrower shall incur no liability to pay damages for
        failure so to procure any member of the Target Group.

16.9    ACCOUNTING POLICIES

        The Borrower shall ensure that each set of financial statements
        delivered pursuant to this Clause 16 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
        Borrower notifies the Agent that there have been one or more changes in
        any such accounting policies, practices, procedures or reference period
        and:

        16.9.1    the auditors of the Borrower 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 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

        16.9.2    the Borrower also notifies the Agent that it is no longer
                  practicable to test compliance with the financial condition
                  set out in Clause 17.1 (UK Group Financial Condition) against
                  the financial statements received in which case:

                  (a)   the Agent and the Borrower shall enter into negotiations
                        with a view to agreeing alternative financial conditions
                        to replace those contained in


                                       61
<PAGE>   63
                        Clause 17.1 (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
                        16.9.2, the Agent and the Borrower 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 the Borrower 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 Borrower
                        shall continue to prepare financial statements and
                        calculate such ratios in accordance with sub-clause
                        16.9.1 above.

16.10   GENERAL INFORMATION

        16.10.1   The Borrower and the Intermediate 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.

        16.10.2   Prior to the Pushdown Date, the Borrower shall, as soon as
                  reasonably practicable, furnish the Agent with such general
                  information as 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.

16.11   LITIGATION AND GOVERNMENT OR REGULATORY ENQUIRY The Borrower shall
        advise the Agent forthwith of the details of:

        16.11.1   any litigation, arbitration or administrative proceedings
                  pending or threatened against any member of the Covenant Group
                  or the Target Group which could reasonably be expected to
                  result in liability of such member of the Covenant Group or
                  the Target Group in an amount in excess of L5,000,000 (or its
                  equivalent); and

        16.11.2   any notice or communication received by it or, any member of
                  the Covenant 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; provided that the Borrower shall incur no
                  liability to pay damages for failure to advise the Agent of
                  such pending or threatened litigation, arbitration or
                  administrative proceedings against the Target Group or notice
                  or communication received by the Target Group.

16.12   ACQUISITION INFORMATION

        The Borrower 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


                                       62
<PAGE>   64
        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 Borrower (a) shall be under no
        obligation to supply any information the supply of which it can
        demonstrate 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 and (b) shall have no liability to pay damages for failure
        to provide such information in the possession of any member of the
        Target Group.

17.     FINANCIAL CONDITION

17.1    UK GROUP FINANCIAL CONDITION

        The Borrower shall ensure that the financial condition of the UK Group
        (which shall, for the purposes of this Clause 17.1 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 NTL Business Limited)
        shall be such that:

        17.1.1    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.

                COLUMN ONE                                  COLUMN TWO
               QUARTER DATE                       UK GROUP NET CASH SENIOR DEBT:
                                                         ANNUALISED EBITDA
         31 December 2000                                    13.45:1.00
         31 March 2001                                       11.75:1.00
         30 June 2001                                        9.99:1.00
         30 September 2001                                   7.64:1.00
         31 December 2001                                    6.17:1.00
         31 March 2002                                       6.17:1.00
         30 June 2002                                        4.70:1.00
         30 September 2002                                   4.41:1.00
         31 December 2002                                    4.11:1.00
         31 March 2003                                       4.11:1.00
         30 June 2003                                        3.23:1.00
         30 September 2003                                   3.23:1.00
         31 December 2003                                    2.64:1.00
         31 March 2004                                       2.64:1.00
         30 June 2004                                        2.35:1.00
         30 September 2004                                   2.35:1.00
         31 December 2004                                    2.06:1.00
         31 March 2005                                       2.06:1.00
         30 June 2005 and each Quarter Date                  1.76:1.00
         thereafter


                                       63
<PAGE>   65
        17.1.2    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.

                                                            COLUMN TWO
            COLUMN ONE                               EBITDA: UK GROUP NET CASH
           QUARTER DATE                               SENIOR FINANCE CHARGES
        31 December 2000                                    0.78:1.00
        31 March 2001                                       0.99:1.00
        30 June 2001                                        1.20:1.00
        30 September 2001                                   1.44:1.00
        31 December 2001                                    1.77:1.00
        31 March 2002                                       1.77:1.00
        30 June 2002                                        2.27:1.00
        30 September 2002                                   2.68:1.00
        31 December 2002                                    2.89:1.00
        31 March 2003                                       2.89:1.00
        30 June 2003                                        3.71:1.00
        30 September 2003                                   3.71:1.00
        31 December 2003                                    4.33:1.00
        31 March 2004                                       4.33:1.00
        30 June 2004                                        5.78:1.00
        30 September 2004                                   5.78:1.00
        31 December 2004                                    6.19:1.00
        31 March 2005                                       6.19:1.00
        30 June 2005 and each Quarter Date                  6.19:1.00
        thereafter

        17.1.3    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.

              COLUMN ONE                                 COLUMN TWO
             QUARTER DATE                      EBITDA: TOTAL NET CASH FINANCE
                                                           CHARGES
        31 December 2002                                  1.07:1.00
        31 March 2003                                     1.07:1.00
        30 June 2003                                      1.24:1.00
        30 September 2003                                 1.24:1.00
        31 December 2003                                  1.36:1.00
        31 March 2004                                     1.36:1.00


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<PAGE>   66
        30 June 2004                                      1.44:1.00
        30 September 2004                                 1.44:1.00
        31 December 2004                                  1.65:1.00
        31 March 2005                                     1.65:1.00
        30 June 2005 and each Quarter Date                1.86:1.00
        thereafter

        17.1.4    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.

                 COLUMN ONE                                 COLUMN TWO
                QUARTER DATE                          TOTAL NET DEBT: EBITDA
         31 December 2002                                    12.04:1.00
         31 March 2003                                       11.75:1.00
         30 June 2003                                        9.40:1.00
         30 September 2003                                   9.40:1.00
         31 December 2003                                    8.81:1.00
         31 March 2004                                       8.81:1.00
         30 June 2004                                        6.46:1.00
         30 September 2004                                   6.46:1.00
         31 December 2004                                    6.17:1.00
         31 March 2005                                       6.17:1.00
         30 June 2005 and each Quarter Date                  5.29:1.00
         thereafter

17.2    FINANCIAL DEFINITIONS

        In this Agreement the following terms have the following meanings. For
        the purpose of the financial definitions set out in this Clause 17.2
        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.

        "ANNUALISED EBITDA" means with respect to any Quarter Date, the
        consolidated EBITDA of the UK Group, for the Relevant Period ended on
        such Quarter Date, multiplied by two.

        "CASH" means at any time, cash denominated in sterling (or any other
        currency freely convertible to sterling) and credited to an account in
        the name of a member of the Parent Covenant Group or (as applicable) the
        UK Group with an Eligible Deposit Bank and to which such a member of the
        Parent Covenant Group or the UK Group is alone beneficially entitled and
        for so long as:


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<PAGE>   67
        (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 Parent Covenant Group or the UK 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 Parent
                Covenant Group Net 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.

        "EBIT" means, in respect of any period, 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;

        (b)       any interest (including capitalised interest), commission,
                  discounts or other fees incurred or payable, received or
                  receivable, by any member of 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 Senior Bank Credit
                  Agreement; and

         (d)      any items treated as exceptional or extraordinary items and
                  any other similar items agreed between the Borrower and the
                  Agent (acting on the instructions of an Instructing Group).

        "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 UK Group's business).


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<PAGE>   68
        "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 Parent Covenant Group
                  which fell due during that financial year (excluding any such
                  payments which relate to subordinated debt (as defined in the
                  Senior Bank Credit Agreement) where such payments cannot be
                  made due to the subordination of such subordinated debt (as
                  defined in the Senior Bank Credit Agreement) 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.

        "PARENT COVENANT GROUP NET DEBT" means, at any time (without double
        counting), the aggregate principal, capital or nominal amounts
        (including any capitalised interest) of


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<PAGE>   69
         indebtedness of any member of the Parent Covenant Group constituting
         Indebtedness for Borrowed Money together with any other indebtedness of
         any member of the Parent 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 Parent 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 Parent
                           Covenant Group at such time.

         "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.

        "TOTAL NET DEBT" means, at any time, the aggregate of the UK Group Net
        Senior Debt and the Parent 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 Parent 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 Parent Covenant Group and the
                  UK Group under any interest rate hedging instrument permitted
                  by this Agreement; and

         (c)      deducting any interest receivable by any member of the Parent
                  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:

         (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 Subordinated UK Group Debt; and


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<PAGE>   70
         (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.

17.3    ACCOUNTING TERMS

        All accounting expressions which are not otherwise defined herein shall
        be construed in accordance with generally accepted accounting principles
        in England.

18.     COVENANTS

18.1    NOTIFICATION OF EVENTS OF DEFAULT

        The Borrower 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.

18.2    CLAIMS PARI PASSU
        Each Obligor shall ensure that subject to the Reservations:

        18.2.1    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

        18.2.2    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.

18.3    MAINTENANCE AND LEGAL VALIDITY

        Each Obligor shall:

        18.3.1    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


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<PAGE>   71
                  approved in writing by the Agent acting on the instructions of
                  an Instructing Group); and

         18.3.2   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
                  each jurisdiction in which it owns or leases property or in
                  which it conducts its business (to the extent applicable) of
                  each such Finance Document.

        The Borrower shall procure that each member of the UK Group shall do all
        such things as are necessary to maintain its existence as a legal
        entity.

18.4    INSURANCE

        Each Covenant Group Obligor shall, and shall procure that each member of
        the UK 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
        or, as the case may be, such member of the UK 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.

18.5    ENVIRONMENTAL COMPLIANCE

        Each Covenant Group Obligor shall, and shall procure that each member of
        the UK Group shall, comply in all material respects with all
        Environmental Law and obtain and maintain any Environmental Permits,
        breach of which (or failure to obtain or maintain which) could
        reasonably be expected to have a Material Adverse Effect.

18.6    ENVIRONMENTAL CLAIMS

        Each Covenant Group Obligor shall, and shall procure that each member of
        the UK 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 person'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 or any member of the UK Group in any
        case where such claim would be reasonably likely, if determined against
        such person, to have a Material Adverse Effect.

18.7    MAINTENANCE OF LICENCES AND OTHER AUTHORISATION

        Each Covenant Group Obligor shall, and shall procure that each member
        of the UK Group shall:


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<PAGE>   72
        18.7.1  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

        18.7.2  ensure that each Licence (or any replacement or renewal thereof)
                is held by a member of the UK Group.

18.8    CONDUCT BUSINESS IN ACCORDANCE WITH LICENCES

        Each Covenant Group Obligor shall, and shall procure that each member of
        the UK 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 Covenant Group Obligor shall (and each
        Covenant Group Obligor shall procure that no member of the UK 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.

18.9    STATUTORY REQUIREMENTS

        Each Covenant Group Obligor shall, and shall procure that each member of
        the UK 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.

18.10   REGULATORY NOTICES AND COMMUNICATIONS

        The Borrower shall notify the Agent within fourteen days upon receipt by
        any Covenant Group Obligor or any member of the UK 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.

18.11   COMPLIANCE WITH MATERIAL COMMERCIAL CONTRACTS

        Each Covenant Group Obligor shall, and shall procure that each member
        of the UK Group shall:

        18.11.1   comply in all material respects with its obligations under
                  each Material Commercial Contract to which it is a party and
                  take all action necessary to ensure the continued validity and
                  enforceability of its rights thereunder;

         18.11.2  not amend, vary, novate or supplement any such Material
                  Commercial Contract in any material respect;

         18.11.3  not terminate any such Material Commercial Contract prior to
                  its contractual


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<PAGE>   73
                  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.

18.12   PRESERVATION OF ASSETS

        Each Covenant Group Obligor shall and shall procure that each member of
        the UK 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.

18.13   SECURITY

        Each Covenant Group 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 19.16 (Acceleration and Cancellation)
        or 19.17 (Advances Due on Demand) for facilitating the realisation of
        any such security or any part thereof.

18.14   ACCESS

        Each Covenant Group Obligor 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 Covenant Group Obligor and
        each UK Group member and be permitted to inspect the same during normal
        business hours.

18.15   SUBORDINATED DEBT

        The Parent shall ensure that Subordinated Debt is the only indebtedness
        owed by the Intermediate Parent, the Borrower or any other Guarantor to
        any member of the Group.

18.16   TELECENTIAL PARTNERSHIPS

        The Borrower shall procure that, 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 under
        the Senior Bank Credit Agreement:

        18.16.1   the aggregate of (a) the amount of any loans made by any
                  member 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

        18.16.2   any such loan, asset contribution or cash contribution made by
                  any members of the UK Group within such a L25,000,000
                  threshold is only made to the extent


                                       72
<PAGE>   74
                  and in the manner required by the partnership agreements
                  relating to the Telecential Partnerships, together with 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).

18.17   HEDGING

        The Borrower will:

        18.17.1   promptly notify the Agent upon either it or any member of the
                  UK Group or, prior to the Pushdown Date, any member of the
                  Target Group entering into any currency swap or interest swap,
                  cap or collar arrangements or any other derivative instrument
                  or transaction; and

        18.17.2   not enter into and procure that no member of the UK Group and,
                  prior to the Pushdown Date, no member of the Target Group
                  shall enter into any currency swap or interest swap, cap or
                  collar arrangements or any other derivative instrument or
                  transaction other than in accordance with the Hedging
                  Strategy.

18.18   NEGATIVE PLEDGE

        No Covenant Group Obligor shall, and each Covenant Group Obligor shall
        procure that no member of the UK 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.

18.19   LOANS AND GUARANTEES

        No Covenant Group Obligor shall, and each Covenant Group Obligor shall
        procure that no member of the UK 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.

18.20   DISPOSALS

        No Covenant Group Obligor shall, and each Covenant Group Obligor shall
        procure that no member of the UK 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.

18.21   FINANCIAL INDEBTEDNESS

        18.21.1   No Covenant Group Obligor shall, and each Covenant Group
                  Obligor shall procure that no member of the UK 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.

        18.21.2   The Parent shall procure that the Intermediate Parent and the
                  Intermediate Parent shall procure that the Borrower 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


                                       73
<PAGE>   75
                  Financial Indebtedness owed (a) in the case of the
                  Intermediate Parent, by it to the Parent and (b) in the case
                  of the Borrower, by it to the Intermediate Parent.

        18.21.3   The Parent and Intermediate Parent shall procure that the only
                  Financial Indebtedness outstanding between the Intermediate
                  Parent and the Borrower is Subordinated Debt and Assigned
                  Debt.

        18.21.4   The Intermediate Parent and the Borrower shall procure that
                  the only Financial Indebtedness outstanding between the
                  Intermediate Parent and the Borrower is Subordinated Debt and
                  Assigned Debt.

18.22   RESTRICTED PAYMENTS

        The Intermediate Parent shall not and shall procure that no member of
        the UK Group shall make any Restricted Payment other than Permitted
        Payments.

18.23   ACQUISITIONS AND INVESTMENTS

        No Covenant Group Obligor shall, and each Covenant Group Obligor shall
        procure that no member of the UK 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 any assets (other than
        in the ordinary course of business) 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):

        18.23.1   any investment or acquisition of assets contemplated in the
                  Business Plan or arising out of expenditure being financed by
                  the Senior Bank Credit Agreement;

        18.23.2   any investment in a Project Company made out of Available
                  Excess Cash Flow;

        18.23.3   Permitted Investments; and

        18.23.4   Permitted Acquisitions.

18.24   MERGERS

        No Covenant Group Obligor shall, and each Covenant Group Obligor shall
        procure that no member of the UK Group shall, enter into any merger or
        consolidation with any other person save for, respectively, another
        member of the UK Group (in the case of a member of the UK Group). The
        Parent shall not enter into any merger or consolidation with any other
        person if the validity, perfection or priority of the Security would be
        adversely impaired as a result thereof.

18.25   CHANGE OF BUSINESS

        Save as contemplated in the Business Plan (and PROVIDED THAT nothing in
        this Clause 18.25 shall prevent a member of the Covenant Group from
        making any investment or disposal which is otherwise permitted under
        this Agreement) no Covenant Group Obligor shall, and each Covenant Group
        Obligor shall procure that no member of the UK 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 from its business focus
        as at the date hereof.


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18.26   SHARES

        No Covenant Group Obligor shall, and each Covenant Group Obligor shall
        procure that no member of the UK Group shall, without the prior written
        consent of an Instructing Group, alter any rights attaching to its
        issued shares if those shares are subject to the Security and such an
        alteration would be reasonably likely to prejudice to value of, or the
        ability of the Security Trustee to realise the security over those
        shares.

18.27   TRANSACTIONS WITH AFFILIATES

        No Covenant Group Obligor shall, and each Covenant Group Obligor shall
        procure that no member of the UK Group shall, enter into any transaction
        with an affiliate other than:

        18.27.1   transactions in respect of either Subordinated Funding or
                  Parent Funding;

        18.27.2   transactions between members of the UK Group;

        18.27.3   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 Borrower the transaction is
                  financially fair to the relevant Covenant Group Obligor or, as
                  the case may be, member of the UK Group or, as the case may
                  be, member of the Target Group;

        18.27.4   transactions to effect either an Asset Passthrough or a
                  Funding Passthrough;

        18.27.5   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);

        18.27.6   tax sharing arrangements and agreements to surrender fax
                  losses;

        18.27.7   transactions relating to the provision of Intra-Group
                  Services;

        18.27.8   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

        18.17.9   transactions constituted by loans or investments in any UK
                  Group Exclude Subsidary, where such are otherwise permitted
                  under this Agreement.

18.28   CHANGE IN FINANCIAL YEAR

        No Covenant Group Obligor shall, and each Covenant Group Obligor shall
        procure that no member of the UK Group shall, change the end of its
        financial year, other than as agreed by an Instructing Group, acting
        reasonably or so as to ensure that the financial year of each member of
        the Target Group ends on the same date as the financial year of each
        member of the UK Group; provided that the Borrower shall incur no
        liability to pay damages for failure to so procure with respect to any
        member of the Target Group.


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18.29   REVISED GROUP STRUCTURE

        18.29.1   The 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;

        18.29.2   If any Covenant Group Obligor becomes aware of any material
                  inaccuracy in the corporate structure as set out in either the
                  Group Structure Chart delivered to the Agent pursuant to
                  Clause 2.4 (Conditions Precedent) or any Group Structure Chart
                  delivered to the Agent pursuant to this Clause 18.29, it will
                  deliver to the Agent as soon as reasonably practicable
                  thereafter a revised Group Structure Chart which is true,
                  complete and accurate.

18.30   ISSUANCE OF CAPITAL STOCK

        The Parent shall procure that no capital stock of the Borrower or any
        Guarantor (other than the Parent) is held by any person which is not a
        wholly-owned subsidiary of the Parent or a Guarantor which is either
        party to this Agreement on the Execution Date or has become a Guarantor
        pursuant to Clause 37 (Accession of Guarantors) and all the requirements
        set forth on Schedule 11 with respect thereto have been satisfied.

18.31   RESTRICTIONS ON PAYMENTS

        No Covenant Group Obligor shall, and each Covenant Group Obligor shall
        procure that no member of the UK Group shall, enter into any
        restrictions on the ability of any member of the UK Group to pay
        dividends, to make loans to, repay or prepay loans made by, or transfer
        assets to, the Borrower or any other member of the UK Group, except for
        (a) the restrictions set forth in the Senior Bank Credit Agreement as in
        effect on the Execution Date; (b) restrictions entered into in
        connection with the incurrence of Financial Indebtedness incurred
        pursuant to clause (i) or clause (m) of the definition of Permitted
        Indebtedness provided that such restrictions are no more restrictive
        than those set forth in the Senior Bank Credit Agreement as in effect on
        the Execution Date; (c) restrictions imposed by applicable law; and (d)
        customary non assignment provisions in leases entered into in the
        ordinary course of business and consistent with past practice.

18.32   INVESTMENTS IN THE UK GROUP

        The Borrower shall procure that notwithstanding anything to the contrary
        set forth in this Agreement all investments by the Borrower in the UK
        Group will be in the form of loans (except that to the extent that the
        Borrower determines in good faith that it is tax efficient to make such
        investments in the form of equity or capital contribution, and the
        outstanding principal amount of intercompany loans made by the Borrower
        is at no time less than L1,300,000,000 (or, if less, the outstanding
        principal amount of the Loan and the Available Facility) such
        investments may be in the form of equity or capital contributions).

18.33   MAINTENANCE OF CORPORATE SEPARATENESS

        The Parent (x) will, and will procure that each other Guarantor and the
        Borrower satisfies customary corporate formalities, including the
        holding of regular board of directors' and shareholders' meetings or
        action by directors or shareholders without a meeting and the
        maintenance of corporate offices and records; and (y) will not take any
        action, or conduct its affairs in a manner, which could result in the
        corporate existence of any such person being ignored, or in the assets
        and liabilities of any such person being


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        substantively consolidated with those of any other such person in a
        bankruptcy, reorganization or other insolvency proceeding.

19.     EVENTS OF DEFAULT

        Each of Clause 19.1 (Failure to Pay) to Clause 19.16 (Material Adverse
        Change) describes circumstances which constitute an Event of Default for
        the purposes of this Agreement. Clause 19.17 (Acceleration and
        Cancellation) and Clause 19.18 (Advances Due on Demand) deal with the
        rights of the Agent and the Banks after the occurrence of an Event of
        Default.

19.1    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:

        19.1.1    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;

        19.1.2    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

        19.1.3    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.

19.2    MISREPRESENTATION

        Any representation or statement made or repeated by 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 the Group
        Representative in all other cases, as having been made inaccurately and
        (b) the relevant Obligor becoming aware of such inaccuracy.

19.3    SPECIFIC COVENANTS

        Any of the Obligors fails to comply with any of its obligations under
        Clause 16 (Financial Information) or Clause 18 (Covenants). No Event of
        Default under this Clause 19.3 shall occur in relation to:

        19.3.1    Clause 16.1 (Annual Statements) to Clause 16.8 (Other
                  Financial Information), Clause 16.10 (General Information) or
                  Clause 16.12 (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; and

        19.3.2    Clause 18 (Covenants), if the failure to comply with such is
                  capable of remedy and is remedied within five Business Days of
                  the date on which an Obligor became aware of such failure to
                  comply PROVIDED THAT a breach of any of the obligations under
                  Clause 18.2 (Claims Pari Passu), Clause 18.3 (Maintenance


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                  and Legal Validity), Clause 18.8 (Conduct Business in
                  Accordance with Licences), Clause 18.18 (Negative Pledge),
                  Clause 18.19 (Loans and Guarantees), Clause 18.20 (Disposals),
                  Clause 18.22 (Restricted Payments), Clause 18.23 (Acquisitions
                  and Investments), Clause 18.24 (Mergers) and Clause 18.27
                  (Transactions with Affiliates) shall immediately give rise to
                  an Event of Default.

19.4    OTHER OBLIGATIONS

        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 the Borrower.

19.5    FINANCIAL CONDITION

        At any time any of the requirements of Clause 17.1 (UK Group Financial
        Condition) is not satisfied.

19.6    CROSS DEFAULT

        Any:

        19.6.1    Financial Indebtedness of any member of the Covenant 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;

        19.6.2    Financial Indebtedness of any member of the Covenant Group is
                  declared to be or otherwise becomes due and payable prior to
                  its specified maturity by reason of a default by the relevant
                  member of the Covenant Group;

        19.6.3    commitment for any Financial Indebtedness of any member of the
                  Covenant Group is cancelled or suspended by reason of a
                  default by the relevant member of the Covenant Group; or

        19.6.4    holder or holders, creditor or creditors of any member of the
                  Parent Covenant Group becomes entitled to declare any
                  Specified Financial Indebtedness of such member of the Parent
                  Covenant Group due and payable prior to its specified maturity
                  by reason of default by the relevant member of the Parent
                  Covenant Group after taking account of any applicable grace
                  period,

        save that (x) this Clause shall not apply to any Financial Indebtedness
        of any Obligor or of any other member of the UK Group where such
        Financial Indebtedness or demand in relation thereto (a) is a Permitted
        Project Borrowing, (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 Covenant Group
        does not exceed an aggregate of L20,000,000 (or its equivalent in other
        currencies) and (y) for the avoidance of doubt, an Event of Default
        shall not accrue under sub-clause 19.6.4 of this Clause 19.6 by reason
        of the occurrence of an event described therein in respect of the
        Financial Indebtedness of a member of the UK Group (including, without
        limitation, the Senior Bank Credit Agreement).


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19.7    INSOLVENCY AND RESCHEDULING

        Any Obligor or any member of the UK Group:

        19.7.1    is unable to pay its debts as they fall due;

        19.7.2    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 the UK Group on terms which have been approved in writing
                  by the Agent, acting on the instructions of an Instructing
                  Group);

        19.7.3    makes a general assignment for the benefit of or a composition
                  with its creditors; or

        19.7.4    has a moratorium declared in respect of any of its
                  indebtedness.

19.8    WINDING-UP

        Any Obligor or any member of the UK 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:

        19.8.1    such action, steps or proceedings relate to a solvent
                  liquidation or re-organisation of a member of the UK Group
                  (other than the Borrower) or are on terms which have been
                  approved in writing by the Agent, acting on the instructions
                  of an Instructing Group; or

        19.8.2    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.

19.9    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 any Obligor or any member of the UK Group, where:

        19.9.1    the aggregate value of such assets exceeds L250,000; and

        19.9.2    such execution, distress or possession is not discharged
                  within fourteen days.

19.10   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 19.7
        (Insolvency and Rescheduling), Clause 19.8 (Winding-up) or Clause 19.9
        (Execution or Distress).

19.11   GOVERNMENTAL INTERVENTION

        By or under the authority of any government, (a) the management of any
        Covenant Group Obligor or any other member of the UK Group is wholly or
        partially displaced or the authority of any Covenant Group Obligor or
        any other 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


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        majority of the issued shares of any Covenant Group Obligor or any
        other member of the UK Group or the whole or any 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.

19.12   REPUDIATION

        19.12.1   Any Obligor repudiates any of the Finance Documents; or

        19.12.2   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 the relevant Obligor becomes aware of
                  such event) binding and enforceable.

19.13   ILLEGALITY

        At any time it is or becomes unlawful for 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 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 the relevant Obligor becomes aware of such event) binding and
        enforceable.

19.14   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:

        19.14.1   ten Business Days after the date on which NTL Inc. receives a
                  reimbursement from C&W for such an Asset Adjustment Payment;
                  and

        19.14.2   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 19.14 exceeds L10,000,000 (or its equivalent).

19.15   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 by the
        date which is:

        19.15.1   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


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        19.15.2   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 have not been reimbursed in accordance with
        this Clause 19.15 exceeds L10,000,000 (or its equivalent).

19.16   MATERIAL ADVERSE CHANGE

        Any event or circumstance which would have a Material Adverse Effect
        occurs.

19.17   ACCELERATION AND CANCELLATION

        Upon the occurrence of an Event of Default 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 Borrower:

        19.17.1   declare the 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
                  Borrower hereunder) or declare the Advances to be due and
                  payable on demand of the Agent; and/or

        19.17.2   declare that any undrawn portion of the Facility shall be
                  cancelled, whereupon the same shall be cancelled and the
                  Available Commitment of each Bank shall be reduced to zero;
                  and/or

        19.17.3   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.

19.18   ADVANCES DUE ON DEMAND

        If, pursuant to Clause 19.17 (Acceleration and Cancellation), the Agent
        declares the 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 Borrower:

        19.18.1   require repayment of the 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 Borrower
                  hereunder) or withdraw its declaration with effect from such
                  date as it may specify in such notice;

        19.18.2   select as the duration of any Interest Period which begins
                  whilst such declaration remains in effect a period of six
                  months or less; and/or.

        19.18.3   exercise or direct the Security Trustee to exercise (on its
                  own behalf and on behalf of the Banks) all rights and remedies
                  of a secured party in accordance


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                  with sub-clause 19.17.3 of Clause 19.17 (Acceleration and
                  Cancellation).

20.     GUARANTEE AND INDEMNITY

20.1    GUARANTEE AND INDEMNITY

        Each of the Guarantors irrevocably and unconditionally jointly and
        severally:

        20.1.1    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

        20.1.2    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
                  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.

20.2    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.

20.3    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.

20.4    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:

        20.4.1    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;

        20.4.2    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;


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        20.4.3    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;

        20.4.4    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;

        20.4.5    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;

        20.4.6    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

        20.4.7    any other act, event or omission which, but for this Clause
                  20.4, 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.

20.5    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.

20.6    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:

        20.6.1    to make any demand of any Obligor (save where such demand is
                  expressly required by the terms of the Finance Documents);

        20.6.2    to take any action or obtain judgment in any court against any
                  Obligor;

        20.6.3    to make or file any claim or proof in a winding-up or
                  dissolution of any Obligor; or

        20.6.4    to enforce or seek to enforce any other security taken in
                  respect of any of the obligations of any Obligor under the
                  Finance Documents.


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20.7    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:

        20.7.1    to be indemnified by an Obligor; and/or

        20.7.2    to claim any contribution from any other guarantor of any
                  obligations of the Borrower under the Finance Documents;
                  and/or

        20.7.3    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.

20.8    APPROPRIATIONS

        Until all amounts which may be or become payable by the Borrower 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:

        20.8.1    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

        20.8.2    hold in an interest-bearing suspense account any moneys
                  received from any Guarantor or on account of any Guarantor's
                  liability under this Clause 20 (Guarantee and Indemnity).

21.     COMMITMENT COMMISSION AND FEES

21.1    COMMITMENT COMMISSION ON THE FACILITY

        The Borrower 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 of -3/4 of 1 per cent on an
        amount equal to the average daily Available Commitments during such
        Commitment Period.

21.2    DEFINITIONS AND AVERAGE CALCULATIONS

        For the purposes of Clause 21.1 (Commitment Commission on the Facility):

        21.2.1    "COMMITMENT PERIOD" means each successive period of three
                  months during the period beginning on the date hereof and
                  ending on the Final Maturity Date, PROVIDED THAT if the last
                  such period would otherwise extend beyond the Final Maturity
                  Date it shall be shortened so as to end on that date.

        21.2.2    The average daily utilisation of the Facility during a
                  Commitment Period shall equal the sum of all Advances made by
                  the Banks and outstanding on each day during such Commitment
                  Period, divided by the number of days in such Commitment
                  Period.


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        21.2.3    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.

        21.2.4    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.

21.3    PAYMENT OF COMMITMENT COMMISSION

        The Agent shall promptly after the end of each Commitment Period notify
        the Borrower and the Banks of the amounts payable by the Borrower under
        Clause 21.1 (Commitment Commission on the Facility) in respect of such
        Commitment Period and the Borrower 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.

21.4    AGENCY AND OTHER FEES

        The Borrower shall:

        21.4.1    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 Borrower at the times, and in the amounts, specified in
                  such letter; and

        21.4.2    pay to the Arrangers the fees specified in the letters dated
                  17 May 2000 from the Arrangers to NTL Inc. and the Borrower
                  (and the attachments thereto) at the times, and in the
                  amounts, specified in such letters.

22.     COSTS AND EXPENSES

22.1    TRANSACTION EXPENSES

        The Borrower 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.

22.2    PRESERVATION AND ENFORCEMENT OF RIGHTS

        The Borrower 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).


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22.3    STAMP TAXES

        The Borrower 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.

22.4    AMENDMENT COSTS

        If an Obligor requests any amendment, waiver or consent then the
        Borrower 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.

22.5    BANKS' LIABILITIES FOR COSTS

        If the Borrower fails to perform any of its obligations under this
        Clause 22 (Costs and Expenses), 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.

23.     DEFAULT INTEREST AND BREAK COSTS

23.1    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 26 (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 23 (Default Interest and
        Break Costs)) be selected by the Agent.

23.2    DEFAULT INTEREST

        An Unpaid Sum shall bear interest during each Interest Period 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 an Advance
        in the amount and currency of such Unpaid Sum and for the same Interest
        Period, PROVIDED THAT if such Unpaid Sum relates to an Advance which
        became due and payable on a day other than the last day of an Interest
        Period relating thereto:

        23.2.1    the first Interest Period applicable to such Unpaid Sum shall
                  be of a duration equal to the unexpired portion of the current
                  Interest Period relating to that Advance; and

        23.2.2    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.

23.3    PAYMENT OF DEFAULT INTEREST

        Any interest which shall have accrued under Clause 23.2 (Default
        Interest) in respect of an Unpaid Sum shall be due and payable and shall
        be paid by the Obligor owing such


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        Unpaid Sum on the last day of its Interest Period in respect thereof or
        on such other dates as the Agent may specify by notice to such Obligor.

23.4    BREAK COSTS

        If any Bank or the Agent on its behalf receives or recovers all or any
        part of such Bank's share of an Advance or Unpaid Sum otherwise than on
        the last day of the Interest Period relating thereto, the Borrower 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 Interest Period 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 Interest Period 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 Interest Period.

24.     BORROWER'S INDEMNITIES

24.1    BORROWER'S INDEMNITY

        The Borrower undertakes to indemnify:

        24.1.1    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;

        24.1.2    each Bank against any cost or loss it may suffer under Clause
                  22.5 (Banks' Liabilities for Costs) or Clause 29.6
                  (Indemnification); and

        24.1.3    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 an Advance requested by the Borrower but not made
                  by reason of the operation of any one or more of the
                  provisions hereof.

24.2    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:

        24.2.1    making or filing a claim or proof against such Obligor;

        24.2.2    obtaining or enforcing an order or judgment in any court or
                  other tribunal,

        the Borrower 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.


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25.     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:

        25.1.1    each payment in respect of costs and expenses shall be made in
                  the currency in which the same were incurred; and

        25.1.2    each payment pursuant to Clause 10.2 (Tax Indemnity), Clause
                  12.1 (Increased Costs) or Clause 24 (Borrowers Indemnities)
                  shall be made in the currency specified by the party claiming
                  thereunder.

26.     PAYMENTS

26.1    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.

26.2    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.

26.3    PAYMENTS BY THE AGENT

        26.3.1    Save as otherwise provided herein, each payment received by
                  the Agent pursuant to Clause 26.2 (Payments to the Agent)
                  shall:

                  (a)   in the case of a payment received for the account of the
                        Borrower, be made available by the Agent to the Borrower
                        by application:

                        (i)      FIRST, in or towards payment on the same day of
                                 any amount then due from the 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 the Borrower with such bank
                                 in London as the 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.

        26.3.2    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


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<PAGE>   90
                  regulations or operating procedures of the clearing or
                  settlement system used by the Agent in order to make the
                  payment.

26.4    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.

26.5    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.

26.6    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 the Obligors
        under this Agreement in the following order:

        26.6.1    FIRST, in or towards payment of any unpaid costs and expenses
                  of the Agent;

        26.6.2    SECONDLY, in or towards payment pro rata of any accrued
                  interest or commitment commission due but unpaid;

        26.6.3    THIRDLY, in or towards payment pro rata of any principal due
                  but unpaid; and

        26.6.4    FOURTHLY, in or towards payment pro rata of any other sum due
                  but unpaid.

26.7    VARIATION OF PARTIAL PAYMENTS

        The order of partial payments set out in Clause 26.6 (Partial Payments)
        shall override any appropriation made by the Obligor to which the
        partial payment relates but the order set out in sub-clauses 26.6.2,
        26.6.3 and 26.6.4 of Clause 26.6 (Partial Payments) may be varied if
        agreed by all the Banks.

26.8    BUSINESS DAYS

        26.8.1    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).

        26.8.2    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.


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27.     SET-OFF

27.1    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.

27.2    SET-OFF NOT MANDATORY

        No Bank shall be obliged to exercise any right given to it by Clause

28.     SHARING

28.1    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 26
        (Payments), then such Recovering Bank shall:

        28.1.1    notify the Agent of such receipt or recovery;

        28.1.2    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 26.6 (Partial Payments).

28.2    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 26.6 (Partial
        Payments).

28.3    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 28.2
        (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).

28.4    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:

        28.4.1    each party which has received a share of such Sharing Payment
                  pursuant to Clause 28.2 (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

        28.4.2    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.


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28.5    EXCEPTION
        This Clause 28 (Sharing) 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.

28.6    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.

29.     THE AGENT, THE ARRANGERS AND THE BANKS

29.1    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.

29.2    AGENT'S DISCRETIONS

        The Agent may:

        29.2.1    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 an
                  Obligor in connection with the Finance Documents is true, (b)
                  no Event of Default or Potential Event of Default has
                  occurred, (c) 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;

        29.2.2    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 34 (Notices), Clause
                  29.15 (Banks' Mandatory Cost Details) and Schedule 7
                  (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;

        29.2.3    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;

        29.2.4    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;


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<PAGE>   93
        29.2.5    rely upon any communication or document believed by it to be
                  genuine;

        29.2.6    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;

        29.2.7    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.

        29.2.8    assume (unless it has specific notice to the contrary) that
                  any notice or request made by the Borrower is made on behalf
                  of all the Obligors.

29.3    AGENT'S OBLIGATIONS

        The Agent shall:

        29.3.1    promptly inform each Bank of the contents of any written
                  notice or document received by it in its capacity as Agent
                  from an Obligor under the Finance Documents;

        29.3.2    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;

        29.3.3    promptly notify each Bank of the occurrence of an Event of
                  Default under Clause 19.1 (Failure to Pay);

        29.3.4    promptly notify each Bank of all or any part of the Advances
                  being declared to be immediately due and payable in accordance
                  with either Clause 19.16 (Acceleration and Cancellation) or
                  Clause 19.17 (Advances Due on Demand);

        29.3.5    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;

        29.3.6    if so instructed by an Instructing Group, refrain from
                  exercising any right, power or discretion vested in it as
                  agent hereunder; and

        29.3.7    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.


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29.4    EXCLUDED OBLIGATIONS

        Notwithstanding anything to the contrary expressed or implied herein,
        neither the Agent nor an Arranger shall:

        29.4.1    be bound to enquire as to (a) whether or not any
                  representation made or deemed to be made by 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 an Obligor of its
                  obligations under the Finance Documents or (d) any breach of
                  or default by an Obligor of or under its obligations under the
                  Finance Documents;

        29.4.2    be bound to account to any Bank for any sum or the profit
                  element of any sum received by it for its own account;

        29.4.3    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;

        29.4.4    be under any obligations other than those for which express
                  provision is made herein; or

        29.4.5    be or be deemed to be a fiduciary for any other party hereto.

29.5    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).

29.6    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 its capacity as
        agent under the Finance Documents (other than any which have been
        reimbursed by the Borrower pursuant to Clause 24.1 (Borrowers'
        Indemnity)).

29.7    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
        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


                                       93
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        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:

        29.7.1    for the adequacy, accuracy and/or completeness of the
                  Information Memorandum or any other information supplied by
                  the Agent or the Arrangers, by 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;

        29.7.2    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

        29.7.3    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.

29.8    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 29.7 (Exclusion of Liabilities).

29.9    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.

29.10   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
        29 (The Agent, the Arrangers and the Banks).


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29.11   REMOVAL OF AGENT

        An Instructing Group may, after consultation with the Borrower, 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.

29.12   SUCCESSOR AGENT

        If the Agent gives notice of its resignation pursuant to Clause 29.10
        (Resignation) or it is removed pursuant to Clause 29.11 (Removal of
        Agent), then any reputable and experienced bank or other financial
        institution may, with the prior consent of the Borrower 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.

29.13   RIGHTS AND OBLIGATIONS

        If a successor to the Agent is appointed under the provisions of Clause
        29.12 (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 29 (The Agent, the Arrangers and the Banks) 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.

29.14   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:

        29.14.1   the financial condition, creditworthiness, condition, affairs,
                  status and nature of each member of the Group;

        29.14.2   the legality, validity, effectiveness, adequacy and
                  enforceability of the Finance Documents and any other
                  agreement, arrangement or document entered into, made or
                  executed in anticipation of, pursuant to or in connection with
                  the Finance Documents;

        29.14.3   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

        29.14.4   the adequacy, accuracy and/or completeness of the Information
                  Memorandum and any other information provided by the Agent or
                  the Arrangers 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.


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        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.

29.15   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 7 (Mandatory Costs).

29.16   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 34 (Notices).
        Accordingly, any information or documents received by the Agent other
        than by its agency department in accordance with Clause 34 (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 34 (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.

30.     ASSIGNMENTS AND TRANSFERS

30.1    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.

30.2    NO ASSIGNMENTS AND TRANSFERS BY NTL

        No Obligor shall be entitled to assign or transfer all or any of its
        rights, benefits and obligations under the Finance Documents, other than
        as permitted pursuant to the terms of this Agreement.

30.3    ASSIGNMENT AND TRANSFERS BY BANKS

        30.3.1    Any Bank may, at any time, assign all or any of its rights and
                  benefits hereunder or transfer in accordance with Clause 30.5
                  (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, provided that such Bank procures that the
                  assignee or Transferee executes and delivers to the Agent an
                  Intercreditor Accession Deed in the form attached to the
                  Intercreditor Agreement.

        30.3.2    The prior written consent of the Borrower (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.


                                       96
<PAGE>   98
        30.3.3    The Borrower'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.

30.4    ASSIGNMENTS BY BANKS

        If any Bank assigns all or any of its rights and benefits under the
        Finance Documents in accordance with Clause 30.3 (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.

30.5    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 30.3
        (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:

        30.5.1    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, each of the Obligors
                  and such Bank shall be released from further obligations
                  towards one another under the Finance Documents and their
                  respective rights against one another shall be cancelled (such
                  rights and obligations being referred to in this Clause 30.5
                  (Transfer by Banks) as "DISCHARGED RIGHTS AND OBLIGATIONS");

        30.5.2    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 Obligors and such
                  Transferee have assumed and/or acquired the same in place of
                  the Obligors and such Bank;

        30.5.3    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

        30.5.4    such Transferee shall become a party hereto as a "BANK".


                                       97
<PAGE>   99
30.6     U.S. TAX FORMS

         At the time of a Transfer or Assignment pursuant to Clause 30.3
         (Assignment and Transfers by Banks) to a person which is not already a
         Bank hereunder and which is not a United States person (as such term is
         defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S.
         federal income tax purposes, the Transferee or assignee Bank must
         provide the appropriate Internal Revenue Service Forms (and, if
         applicable, a Non-Bank Certificate) described in Clause 10.4 (U.S. Tax
         Forms).

30.7    NO INCREASED OBLIGATIONS
        If:

        30.7.1    a Bank assigns or transfers any of its rights or obligations
                  under the Finance Documents or changes its Facility Office;
                  and

        30.7.2    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 10.1 (Tax Gross-up), Clause 10.2 (Tax Indemnity) or
                  Clause 12 (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.

30.8    ASSIGNMENT AND TRANSFER FEES

        On the date upon which an assignment takes effect pursuant to Clause
        30.4 (Assignments by Banks) or a transfer takes effect pursuant to
        Clause 30.5 (Transfers by Banks), in each case where such 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.

30.9    DISCLOSURE OF INFORMATION

        Any Bank may disclose to any person:

        30.9.1    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;

        30.9.2    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;

        30.9.3    to whom information may be required to be disclosed by any
                  applicable law; or

        30.9.4    any of its subsidiaries or any holding company (or any
                  subsidiary of a holding company),

        such information about any Obligor or the Group and the Finance
        Documents as such Bank shall consider appropriate PROVIDED THAT, in
        relation to sub-clauses 30.9.1 and


                                       98
<PAGE>   100
        30.9.2, 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 30.9 shall
        procure that those persons keep the information they receive
        confidential (save for disclosures they are required to make by any
        applicable law).

30.10   NOTIFICATION

        The Agent shall within fourteen days of receiving a Transfer Certificate
        or a notice relating to an assignment pursuant to Clause 30.4
        (Assignment by Banks) notify the Borrower (on its own behalf and on
        behalf of the other Obligors) of any assignment or transfer completed
        pursuant to this Clause 30 (Assignments and Transfers).

30.11   MORGAN STANLEY COMMITMENT

        References to the Commitment of Morgan Stanley Dean Witter Bank Limited
        in relation to the Facility shall be construed as references to the
        aggregate Commitment in relation to the 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).

31.     ECONOMIC AND MONETARY UNION

31.1    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:

        31.1.1    (unless prohibited by law) the Agent may designate (after
                  consultation with the Borrower) which currency or currency
                  unit the obligations arising under the Finance Documents are
                  to be denominated or payable in;

        31.1.2    (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

        31.1.3    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.

        (b)       any amount payable by the Agent to the Banks under the Finance
                  Document shall be paid in the euro unit.

31.2    INCREASED COSTS

        The Borrower 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


                                       99
<PAGE>   101
        Kingdom, other than any such cost or reduction or amount foregone
        reflected in the Mandatory Cost Rate.

32.     CALCULATIONS AND EVIDENCE OF DEBT

32.1    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.

32.2    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 32.2 shall
        not apply if only one Reference Bank supplies a quotation.

32.3    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.

32.4    CONTROL ACCOUNTS

        The Agent shall maintain on its books a control account or accounts in
        which shall be recorded (a) the amount of any 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.

32.5    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 32.3 (Evidence of Debt) and Clause 32.4 (Control Accounts) shall
        be prima facie evidence of the existence and amounts of the specified
        obligations of the Obligors.

32.6    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 10.1 (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 10.2 (Tax
        Indemnity), Clause 12.1 (Increased Costs) or Clause 24.1 (Borrower's
        Indemnity) or (c) the amount of any credit, relief, remission or
        repayment as is mentioned in Clause 11.3 (Tax Credit Payment) or Clause
        11.4 (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.

32.7    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 20 (Guarantee and Indemnity).


                                      100
<PAGE>   102
33.     REMEDIES AND WAIVERS, PARTIAL INVALIDITY

33.1    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.

33.2    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.

34.     NOTICES

34.1    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.

34.2    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):

        34.2.1    in the case of an Obligor, the Security Trustee and the Agent,
                  identified with its name below; and

        34.2.2    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); and

        or to any substitute address, fax number or department or officer as the
        Security Trustee, an Obligor or a Bank may notify to the Agent (or the
        Agent may notify to the Borrower (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' Borrower notice. Any
        communication to be made to an Obligor (other than the Borrower) by fax
        shall be made to the fax number identified with the Borrower name below.
        Any communication or document to be made or delivered (a) to an Obligor
        (other than the Borrower) shall be copied to the Borrower and (b) to any
        Obligor (other than the Parent) to the Parent.

34.3    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:

        34.3.1    if by way of fax, when received in legible form;


                                      101
<PAGE>   103
        34.3.2    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

        34.3.3    if a particular department or officer is specified as part of
                  the address details provided under Clause 34.2 (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).

34.4    THE AGENT

        All notices from or to an Obligor shall be sent through the Agent.

34.5    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.

34.6    NOTIFICATION OF CHANGES

        Promptly upon receipt of notification of a change of address or fax
        number pursuant to Clause 34.2 (Addresses) or changing its own address
        or fax number the Agent shall notify the other parties hereto of such
        change.

34.7    DEEMED RECEIPT BY THE OBLIGORS

        Any communication or document made or delivered to the Borrower in
        accordance with Clause 34.3 (Delivery) shall be deemed to have been made
        or delivered to each of the Obligors.

35.     COUNTERPARTS

        This Agreement may be executed in any number of counterparts, all of
        which taken together shall constitute one and the same instrument.

36.     AMENDMENTS

36.1    AMENDMENTS

        If the Agent has the prior consent of an Instructing Group (or the
        Steering Committee Group is so provided under Clause 36.4 (Amendments
        Requiring the Consent of the Steering Committee Group), the Agent, the
        Borrower 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.


                                      102
<PAGE>   104
36.2    AMENDMENTS REQUIRING THE CONSENT OF ALL THE BANKS

        An amendment or waiver which relates to:

        36.2.1    Clause 28 (Sharing) or this Clause 36.1 (Amendments);

        36.2.2    a change in the principal amount of or currency of any
                  Advance, or deferral of the Final Maturity Date;

        36.2.3    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;

        36.2.4    Clause 20 (Guarantee and Indemnity);

        36.2.5    a release of any of the Security;

        36.2.6    a Security Document, where such an amendment or waiver could
                  affect the nature or scope of the property subject to the
                  Security;

        36.2.7    an increase in the commitment of a Bank;

        36.2.8    a change to the Borrower or Guarantors;

        36.2.9    Clause 2.5 (Banks' Obligations Several), Clause 2.6 (Banks'
                  Rights Several);

        36.2.10   the conditions set out in sub-clause 3.1.7 of Clause 3.1
                  (Drawdown Conditions for Advances) if an Event of Default or
                  Potential Event of Default which relates to a Repeated
                  Representation or Clause 18.18 (Negative Pledge) is
                  continuing;

        36.2.11   the definition of Instructing Group, Permitted Encumbrance or
                  Potential Event of Default; or

        36.8.12   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.

36.3    EXCEPTIONS

        Notwithstanding any other provisions hereof, the Agent shall not be
        obliged to agree to any such amendment or waiver if the same would:

        36.3.1    amend or waive this Clause 36 (Amendments), Clause 22 (Costs
                  and Expenses) or Clause 29 (The Agent, the Arrangers and the
                  Banks); or

        36.3.2    otherwise amend or waive any of the Agent's rights hereunder
                  or subject the Agent or the Arrangers to any additional
                  obligations hereunder.

36.4     AMENDMENTS REQUIRING THE CONSENT OF THE STEERING COMMITTEE GROUP

         An amendment or waiver to Clause 9.5 (Mandatory Prepayment from Capital
         Event Proceeds) or the definitions of "Capital Event Proceeds" or
         "Required Percentage" may be made by the Agent acting upon the
         instructions of the Steering Committee Group.

37.     ACCESSION OF GUARANTORS


                                      103
<PAGE>   105
37.1    REQUEST FOR GUARANTOR

        The Borrower may request that any member of the Parent Covenant Group
        become a Guarantor by delivering to the Agent a Guarantor Accession
        Memorandum duly executed by the Borrower and such member of the Parent
        Covenant Group, together with the documents and other evidence listed in
        Schedule 11 (Additional Conditions Precedent) in relation to such
        member.

37.2    GUARANTOR CONDITIONS PRECEDENT

        A company, in respect of which the Borrower has delivered a Guarantor
        Accession Memorandum to the Agent, shall become a Guarantor and assume
        all the rights, benefits and obligations of a Guarantor as if it has
        been an original party hereto as a Guarantor on the date on which the
        Agent notifies the Borrower that it has received, in form and substance
        satisfactory to it, all the documents and other evidence listed in
        Schedule 11 (Additional Conditions Precedent).

38.     GOVERNING LAW

        This Agreement is governed by English law.

39.     JURISDICTION

39.1    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).

39.2    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.

39.3    NON-EXCLUSIVE JURISDICTION

        This Clause 39 (Jurisdiction) is for the benefit of the Finance Parties
        only. As a result and notwithstanding Clause 39.1 (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.

39.4    SERVICE OF PROCESS

        Each Guarantor (other than the Intermediate Parent), 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 any Guarantor ceases to have a place of business in Great Britain or,
        as the case may be, the appointment of the person mentioned in this
        Clause 39.4 ceases to be effective, such person shall immediately
        appoint another person in England to accept service of process on its
        behalf in England. If any Guarantor fails to do so (and such failure
        continues for a period of not less than fourteen days), the Agent shall
        be entitled to


                                      104
<PAGE>   106
         appoint such a person by notice to such person. Nothing contained
         herein shall restrict the right to serve process in any other manner
         allowed by law. This Clause 39.4 applies to Proceedings in England and
         to Proceedings elsewhere.

40.      INTERCREDITOR AGREEMENT

         Each Obligor acknowledges that the Banks have entered into the
         Intercreditor Agreement (including, without limitation, Clause 2.1
         (Waiver of Drawdown Conditions) thereof and that they have been
         provided with a copy thereof. Each Obligor acknowledges that (x)
         neither it nor any other member of the Group nor any other person shall
         be deemed to be a third party beneficiary of the Intercreditor
         Agreement or have any right to enforce or cause the enforcement of any
         right, remedy or obligation of any party to the Intercreditor Agreement
         and (y) the terms of the Intercreditor Agreement can be amended,
         modified, waived or terminated without their consent. The Agent shall
         notify the Borrower of any such amendment, modification, waiver or
         termination promptly after its occurrence.


                                      105
<PAGE>   107
                                   SCHEDULE 1
                                    THE BANKS

<TABLE>
<CAPTION>
BANK                                                                        COMMITMENT
                                                                                 L
<S>                                                                        <C>
The Chase Manhattan Bank                                                      650,000,000
Morgan Stanley Senior Funding, Inc.                                                     0
                                                                              650,000,000
Morgan Stanley Dean Witter Bank Limited                                    --------------
                                                                           L1,300,000,000
                                                                           ==============
</TABLE>


                                       1
<PAGE>   108
                                   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 30 May 2000 whereby a L1,300,000,000
multiple draw loan facility was made available to NTL Communications 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 FACILITY" and ["ADVANCES"]
        accurately summarises its participation in the Credit Agreement and the
        Interest Period or Term of any existing 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 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 30.5 (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 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.

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


                                       1
<PAGE>   109
        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

9.      Bank:

10.     Transferee:

11.     Transfer Date:

<TABLE>
<S>                                               <C>                         <C>
12.     Bank's Participation in the Facility:                                 Portion Transferred
        Bank's Commitment

13.     Advance(s):                               [Term and Repayment Date]   Portion Transferred
        Amount of Bank's Participation
        [Transferor Bank]                         [Transferor Bank]
</TABLE>

14.     Portion Transferred of the Take Down
        Fee payable in respect of Future
        Advances

        By:                                       By:

        Date:                                     Date:


                                       2
<PAGE>   110
                      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 AN ACCESSION MEMORANDUM IN RELATION TO THE SECURITY TRUST
AGREEMENT AND THE INTERCREDITOR AGREEMENT.


                                       3
<PAGE>   111
                                   SCHEDULE 3
                              CONDITIONS PRECEDENT

(A)     CORPORATE DOCUMENTS

1.      In relation to each 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 Obligor, of
                  the constitutional documents of such 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 Obligor, of
                  a board resolution of such Obligor approving the execution,
                  delivery and performance of the Finance Documents to which
                  such Obligor is 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 Obligor
                  pursuant thereto; and

        (c)       a certificate of an Authorised Signatory of such Obligor
                  setting out the names and signatures of the persons authorised
                  to sign, on behalf of such Original Obligor, the Finance
                  Documents to which such Obligor is party and any documents to
                  be delivered by such Obligor pursuant thereto.

2.       In relation to the Borrower a certificate of an Authorised Signatory of
         the Borrower confirming that utilisation of the full amount of the
         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 the Borrower (in the case of its financial
         statements).

(C)      ACQUISITION AND RELATED MATTERS

1.       A copy, certified by an Authorised Signatory of the Borrower as true,
         complete and up-to-date, of the Transaction Agreement.

2.       A certificate from an Authorised Signatory of the Borrower 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 Senior Bank
         Credit Agreement.

3.       A copy, certified as being a true and complete copy by an Authorised
         Signatory of


                                       1
<PAGE>   112
         the Borrower 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 Borrower, 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 100 per cent. of the issued share capital of CWC
         Holdings.

7.       Certificate of an Authorised Signatory of the Borrower confirming that
         all necessary consents, licenses, 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
         any consents or other approvals required under the terms of any
         License.

8.       A letter from the Borrower'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 Pledge Agreement, the Intercompany Loan Assignment Agreement and
         the Share Charge, duly executed and delivered by the relevant Obligor.

2.       A share certificate and executed blank stock transfer form in respect
         of 100% of the issued share capital of Intermediate Parent, as charged
         in favour of the Security Trustee pursuant to the Pledge Agreement.

3.       A share certificate and executed blank stock transfer form in respect
         of 65% of the issued share capital of the Borrower, as charged in
         favour of the Security Trustee pursuant to the Share Charge.

4.       The Parent Subordination Agreement duly executed by the Parent.

5.       The Intermediate Subordination Agreement duly executed by the
         Intermediate Parent.

6.       The Security Trust Agreement duly executed and delivered by the parties
         thereto.

7.       UCC-1 financing statements in respect of the Security executed by the
         Parent and the Intermediate Parent.

(E)      LEGAL OPINIONS

         Legal opinion from the following:

         (a)      White & Case LLP, London, the Agent's English counsel; and

         (b)      Skadden, Arps, Slate, Meagher & Flom LLP, the Parent's United
                  States counsel,

         in each case in substantially the form distributed to the Banks prior
         to the signing of this Agreement.


                                       2
<PAGE>   113
(F)      MISCELLANEOUS

1.       The fees letters referred to in Clause 21.4 (Agency and Other Fees).

2.       Evidence that NTL Group Limited has agreed to act as the agent of the
         Parent and Intermediate Parent for the service of process in England in
         respect of:

         (a)      this Agreement (for the Parent and the Intermediate Parent);

         (b)      the Subordination Agreement (for the Parent and the
                  Intermediate Parent); and

         (c)      the Assignment Agreement (for the Parent and the Intermediate
                  Parent).

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 L2,800,000,000 (or its equivalent)
         has been 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 defined in the Senior Bank Credit Agreement) as at 25 May,
                  2000

         Such evidence comprising of certificates from an Authorised Signatory
         of the Borrower or, as the case may be, the Original Borrower (as
         defined in the Senior Bank Credit Agreement).

5.       Evidence that the Senior Bank Credit Agreement 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.

6.       The Intercreditor Agreement, duly executed by the parties thereto.


                                       3
<PAGE>   114
                                   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 30 May 2000
         and made between, among others, NTL Communications Limited as the
         Borrower, Chase Manhattan PLC and Morgan Stanley Dean Witter Bank
         Limited as arrangers and joint bank managers, 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 Advance], we wish to borrow an Advance of L[ ] upon
         the terms and subject to the conditions contained therein.

4.       We would like this Advance to have an Interest Period of [ ] months'
         duration.

5.       We confirm that, at the date hereof, [the Repeated Representations are
         true in all material respects and no Event of Default [or Potential
         Event of Default] is continuing].

6.       This Advance will be used for the purpose set forth in Clause 2.2
         (Purpose) of the Credit Agreement.

7.       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]


                                       1
<PAGE>   115
                                   SCHEDULE 5
                              EXISTING ENCUMBRANCES

  The Encumbrances set forth in Schedule 5 to the Senior Bank Credit Agreement
                      as in effect on the Execution Date.


                                       1
<PAGE>   116
                                   SCHEDULE 6
                         FORM OF COMPLIANCE CERTIFICATE
                                 [TO BE UPDATED]


To:      Chase Manhattan International Limited

Date:

Dear Sirs,

1.       We refer to an agreement (the "CREDIT AGREEMENT") dated 30 May 2000 and
         made between, among others, NTL Communications Limited as the Borrower,
         Morgan Stanley Dean Witter Bank Limited and Chase Manhattan Plc as
         arrangers and joint bank managers, 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 Senior UK Group Debt on [Quarter Date] to the
                  Annualised EBITDA of the UK Group for the period ended on
                  [Quarter Date] was [ ]:1.

         (b)      The ratio of the EBITDA of the UK Group for the Relevant
                  Period ended on [Quarter Date] to the Consolidated Finance
                  Charges of the [Covenant] Group for that Relevant Period was [
                  ]:1.

         (c)      [The ratio of the Total Covenant Group Debt on [Quarter Date]
                  to the Annualised EBITDA of the UK Group for the Relevant
                  Period ended on [Quarter Date] was [ ]:1

                  The calculation of the above ratios are set out in the
                  Schedule to this Compliance Certificate.

         4.       We also confirm that the amount of Available Excess Cash Flow
                  as at [ ] was [ ].


Signed            Director                           Director
                  of                                 of
                  NTL Communications Limited         NTL Communications Limited


for and on behalf of
[name of auditors of NTL Communications Limited]


                                       1
<PAGE>   117
                                   SCHEDULE 7
                                 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 Interest Period (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 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) + E x 0.01
                 -----------------------  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 Interest
                  Period of the 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.


                                       1
<PAGE>   118
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.

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.


                                       2
<PAGE>   119
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.


                                       3
<PAGE>   120
                                   SCHEDULE 8
                          FORM OF NON-BANK CERTIFICATE

         Reference is hereby made to the Credit Agreement, dated as of
[_________________], 2000, among NTL COMMUNICATIONS LIMITED and various Finance
Parties from time to time party thereto (as amended, modified or supplemented
from time to time, the "Agreement"). Pursuant to the provisions of Clause 10.4
of the Agreement, the undersigned hereby certifies that it is not a "bank" as
such term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986,
as amended.


                                               [NAME OF BANK]



                                               By_____________________________
                                                    Title:

         Date: ____________________


                                       1
<PAGE>   121
                                   SCHEDULE 9
                     FORM OF GUARANTOR ACCESSION MEMORANDUM

To:             Chase Manhattan International Limited
From:           [Subsidiary]
                and
                NTL Communications Corporation (the "PARENT")]
Dated:

Dear Sirs,

1.      We refer to an agreement (the "CREDIT AGREEMENT") dated 30 May 2000 and
        made between, among others, NTL Communications Corporation, NTL (UK)
        Group, Inc., Morgan Stanley Dean Witter Bank Limited and Chase Manhattan
        Plc, as arrangers and joint book managers, 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 Parent requests that [Subsidiary] become a Guarantor pursuant to
        Clause 37 (Accession of Guarantors) of the Credit Agreement.

4.      [Subsidiary] is a company duly organised under the laws of [name of
        relevant jurisdiction].

5.      [Subsidiary] confirms that it has received from the Parent a true and
        up-to-date copy of the Credit Agreement and a list of the Borrowers as
        at the date hereof.

6.      [Subsidiary] 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 [Subsidiary]:

        repeats the Repeated Representations; and

        confirms that no Event of Default or Potential Event of Default is
        continuing or would occur as a result of [Subsidiary] becoming a
        Guarantor.

8.      [Subsidiary's] administrative details are as follows:

        Address:

        Fax No.:

9.      [PROCESS AGENT*

        [Subsidiary] agrees that the documents which start any Proceedings and
        any other


* This clause is required only if the Guarantor is not incorporated in England
or Wales.


                                       1
<PAGE>   122
        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.]

10.     This Memorandum shall be governed by English law.

11.     This Memorandum is executed and delivered as a deed by [Subsidiary].



[NAME OF SUBSIDIARY]

By:
Name:
Title:


NTL COMMUNICATIONS CORPORATION

By:
Name:
Title:


                                       2
<PAGE>   123
                                   SCHEDULE 10
                         ADDITIONAL CONDITIONS PRECEDENT

1.      A copy, certified as at the date of the Guarantor Accession Memorandum a
        true and up-to-date copy by an Authorised Signatory of the proposed
        Guarantor, of the constitutional documents of such proposed Guarantor.

2.      A copy, certified as at the date of the Guarantor Accession Memorandum a
        true and up-to-date copy by an Authorised Signatory of the proposed
        Guarantor, of a board resolution of such proposed Guarantor approving
        the execution and delivery of a Guarantor Accession Memorandum, the
        accession of such proposed Guarantor to this Agreement and the
        performance of its obligations under the Finance Documents and
        authorising a named person or persons to sign such Guarantor Accession
        Memorandum, any other Finance Document and any other documents to be
        delivered by such proposed Guarantor pursuant thereto.

3.      A certificate of an Authorised Signatory of the proposed Guarantor
        setting out the names and signatures of the person or persons authorised
        to sign, on behalf of such proposed Guarantor, the Guarantor Accession
        Memorandum, any other Finance Documents and any other documents to be
        delivered by such proposed Guarantor pursuant thereto.

4.      An opinion of counsel to the proposed Guarantor in form and substance
        reasonably satisfactory to the Agent.

5.      A certificate executed by an Authorised Signatory of such Guarantor and
        the Parent certifying that (i) such Guarantor is a newly formed
        corporation organised under the laws of the United States (or any state
        therein), (ii) such Guarantor has no liabilities other than pursuant to
        the Finance Documents or intercompany loans incurred from its direct
        parent company which are subject to a Subordination Agreement, (iii)
        such Guarantor has no assets other than intercompany loans made to its
        direct subsidiary which are subject to a Subordination Agreement and
        the capital stock of its direct subsidiary all of which are subject to
        a first priority lien pursuant to the Security Documents (or in the
        case such Guarantor is the direct parent of the Borrower, 65% of such
        capital stock) and (iv) 100% of the capital stock of such Guarantor is
        subject to a first priority lien pursuant to the Security Documents.

6.      A deed of accession to the Security Trust Agreement executed by the
        proposed Guarantor, substantially in the form set out in Schedule 1
        (Form of Obligor Deed of Accession) to the Security Trust Agreement.


                                       1
<PAGE>   124
                                                                            Page


                                   SIGNATURES

THE PARENT

NTL COMMUNICATIONS CORP.

By:               /s/ Richard Lubasch

Address:          110 East 59th Street
                  26th Floor
                  New York
                  NY 10022
                  USA

Fax:              001 212 906 8497

Attention:        Richard Lubasch/Lauren Hochman-Blair

THE BORROWER

NTL COMMUNICATIONS LIMITED

By:               /s/ B. Dew

Address:          NTL House
                  Bartley Wood Business Park
                  Hook
                  Hampshire
                  RG27 9XA

Fax:              01256 752170

Attention:        Nigel Roberts

With a copy to:   110 East 59th Street
                  26th Floor
                  New York
                  NY 10022
                  USA

Fax:              001 212 906 8497

Attention:        Richard Lubasch/Lauren Hochman-Blair

THE INTERMEDIATE PARENT

NTL (UK) GROUP, INC.

By:               /s/ B. Dew

Address:          NTL House
                  Bartley Wood Business Park
                  Hook


                                      (i)
<PAGE>   125
                                                                            Page

                  Hampshire
                  RG27 9XA

Fax:              01256 752170

Attention:        Nigel Roberts

With a copy to:   110 East 59th Street
                  26th Floor
                  New York
                  NY 10022
                  USA

Fax:              001 212 906 8497

Attention:        Richard Lubasch/Lauren Hochman-Blair



THE ARRANGERS

CHASE MANHATTAN PLC

By:               /s/ Ann B. Kerns

Address:          125 London Wall
                  London EC2Y 5AJ



MORGAN STANLEY DEAN WITTER BANK LIMITED

By:               /s/ Mathias Blumschein

Address:          1585 Broadway
                  New York3.

                  NY 10036
                  USA

THE AGENT

CHASE MANHATTAN INTERNATIONAL LIMITED

By:               /s/ Ann B. Kerns

Address:          Trinity Tower
                  9 Thomas Moore Street
                  London E1 9YT

Fax:              +44(0) 207 777 2360

Attention:        Steve Clark
                  Loans Agency Department


                                      (ii)
<PAGE>   126
                                                                            Page

THE SECURITY TRUSTEE

CHASE MANHATTAN INTERNATIONAL LIMITED

By:               /s/ Ann B. Kerns

Address:          Trinity Tower
                  9 Thomas Moore Street
                  London E1 9YT

Fax:              +44(0) 207 777 2360

Attention:        Steve Clark
                  Loans Agency Department


THE BANKS

THE CHASE MANHATTAN BANK

By:               /s/ Ann B. Kerns



MORGAN STANLEY DEAN WITTER BANK LIMITED

By:               /s/ Mathias Blumschein



MORGAN STANLEY SENIOR FUNDING, INC.

By:


                                     (iii)