EXHIBIT 10.59

                                                              CONFORMED COPY



                                DATED 22 MAY 1996

                                 LOAN AGREEMENT

                                      for a
                      (pound)1,200,000,000 Credit Facility

                                       to


                    TELEWEST COMMUNICATIONS NETWORKS LIMITED


                              THE BANK OF NEW YORK
                               CIBC WOOD GUNDY PLC
                          CHASE INVESTMENT BANK LIMITED
                                 NATWEST MARKETS
                                       and
                            THE TORONTO-DOMINION BANK
                                    ARRANGERS

                               CIBC WOOD GUNDY PLC
                                      AGENT

                               CIBC WOOD GUNDY PLC
                                SECURITY TRUSTEE



        AS AMENDED PURSUANT TO AN AMENDMENT AGREEMENT DATED 31 MAY 1996,
                A SECOND AMENDMENT AGREEMENT DATED 2 AUGUST 1996,
                A THIRD AMENDMENT LETTER DATED 11 SEPTEMBER 1996
              AND A FOURTH AMENDMENT AGREEMENT DATED 27 MARCH 1998


<PAGE>
                                    CONTENTS


PURPOSE AND DEFINITIONS...............................................1


THE FACILITY.........................................................26


CONDITIONS...........................................................27


REVOLVING ADVANCES...................................................27


INTEREST AND INTEREST PERIODS; ALTERNATIVE INTEREST RATES............33


REPAYMENT, PREPAYMENT AND CANCELLATION...............................36


FEES AND EXPENSES....................................................39


PAYMENTS AND TAXES; ACCOUNTS AND CALCULATIONS........................41


REPRESENTATIONS AND WARRANTIES.......................................44


POSITIVE COVENANTS...................................................54


NEGATIVE COVENANTS...................................................63


FINANCIAL COVENANTS..................................................66


EVENTS OF DEFAULT....................................................71


INDEMNITIES..........................................................77


UNLAWFULNESS AND INCREASED COSTS;  MITIGATION........................78


SET-OFF AND PRO RATA PAYMENTS........................................81


ASSIGNMENT, SUBSTITUTION AND LENDING OFFICES.........................82

<PAGE>

ARRANGERS, AGENT AND REFERENCE BANKS.................................85


NOTICES AND OTHER MATTERS............................................89


LEASE FINANCING AND PARI PASSU BORROWINGS............................91


GOVERNING LAW AND JURISDICTION.......................................91



<PAGE>


SCHEDULE 1
         Part A   The Original Charging Subsidiaries
         Part B   The Original Charging Partnerships
         Part C   The Original Non-Charging Subsidiaries
         Part D   The Banks and their Commitments

SCHEDULE 2
         Part A   Form of Drawdown Notice
         Part B   Form of Rollover Notice
         Part C   Form of Conversion Notice

SCHEDULE 3
         Documents and evidence required as conditions precedent

SCHEDULE 4
         Calculation of Additional Cost

SCHEDULE 5
         Form of Substitution Certificate

SCHEDULE 6
         Form of Compliance Certificate to be issued by an Authorised Officer
         of the Borrower

SCHEDULE 7
         Form of Deed of Subordination

SCHEDULE 8
         Existing Encumbrances

SCHEDULE 9
         The Licences

SCHEDULE 10
         Principal Agreements


<PAGE>
THIS AGREEMENT is dated 22 May, 1996

BETWEEN:

(1)      TELEWEST COMMUNICATIONS NETWORKS LIMITED as Borrower;

(2) THE SUBSIDIARIES OF THE BORROWER set out in part A of Schedule 1;

(3) THE ASSOCIATED PARTNERSHIPS OF THE BORROWER set out in part B of Schedule 1;

(4)      THE BANK OF NEW YORK, CIBC WOOD GUNDY PLC, CHASE INVESTMENT BANK
         LIMITED, NATWEST MARKETS (a division of NATIONAL WESTMINSTER BANK PLC)
         and THE TORONTO-DOMINION BANK as Arrangers;

(5)      THE BANKS AND FINANCIAL INSTITUTIONS whose names and addresses are set
         out in Part D of Schedule 1;

(6)      CIBC WOOD GUNDY PLC as Agent; and

(7)      CIBC WOOD GUNDY PLC as Security Trustee.

IT IS AGREED as follows:



<PAGE>


PURPOSE AND DEFINITIONS

PURPOSE

          (a)  This Agreement sets out the terms and conditions upon and subject
               to which all of the Banks agree, according to their several
               obligations, to make available to the Borrower a credit facility
               of up to(pound)1,000,000,000 to be used (i) to assist in the
               financing of the capital expenditure, working capital
               requirements and other permitted related activities for the
               construction and operation of all the (directly or indirectly)
               wholly-owned (save for minority interests approved prior to the
               date hereof) cable telephony and television franchises of the
               Borrower, (ii) to fund the loans to Telewest referred to in
               paragraph (v) of the definition of Permitted Investments, (iii)
               to make payments of interest to Telewest on loans made to the
               Borrower by Telewest in order to enable Telewest to pay
               equivalent cash interest on the Senior Securities and/or to pay
               the costs and expenses of Telewest (up to a maximum of the amount
               set out in paragraph (b)(i) of the definition of Permitted
               Payments), (iv) to assist in the financing of capital expenditure
               incurred or to be incurred in relation to the construction of and
               investment in the National Network as projected in the Long Range
               Plan, (v) to make loans to TCN Entities in order to facilitate
               the purposes set out in (i) to (iv) (inclusive) above, (vi) to
               repay Advances under Tranche A or Tranche B or to pay interest,
               fees and expenses relating to the facility granted pursuant to
               this Agreement and/or (vii) to repay from time to time advances
               made by Telewest under the 1997 Telewest Letter Agreement.
<PAGE>
          (b)  The credit facility referred to above shall not be utilised for
               either the purchase of and/or bid for any Local Delivery
               Operator".

1.2      DEFINITIONS

In this Agreement, unless the context otherwise requires:

"1996 BUDGET" means the budget for the TCN Group for the period commencing on 1
January 1996 and ending on 31 December 1996 in the agreed form;

"1997 TELEWEST LETTER AGREEMENT" means the letter agreement dated 11 September
1997 between Telewest and the Borrower regulating the provision by Telewest to
the Borrower of a (pound)50,000,000 uncommitted revolving on-demand credit
facility;

"ADDITIONAL COST" means in relation to any period a percentage calculated for
such period at an annual rate determined by the application of the formula set
out in Schedule 4;

"ADVANCE" means a Revolving Advance or a Term Advance (as applicable);

"AFFILIATE" means each of Birmingham Cable Corporation Limited (no. 2170379),
Cable London plc (no. 1794264) and The Cable Corporation Limited (no. 2075227)
for so long as the Telewest does not materially reduce its direct or indirect
voting or economic interest in such company;

"AGENT" means CIBC Wood Gundy plc of Cottons Centre, Cottons Lane, London SE1
2QL or such other person as may be appointed agent for the Banks pursuant to
clause 18.11;

"AGREED BASE CASE" means the base case financial and operational projections for
the TCN Group produced by the Borrower dated 12 April 1996;

"ANNUAL BUDGET" means a budget in respect of the TCN Group for each financial
year containing information of the same type and to the same level of detail as
the 1996 Budget or containing such other information or to such other level of
detail as has, at the relevant time, been approved in writing by the Agent
acting on the instructions of the Majority Banks;

"ARRANGERS" means The Bank of New York of 46 Berkeley Street, London W1X 6AA,
CIBC Wood Gundy plc of Cottons Centre, Cottons Lane, London SE1 2QL, Chase
Investment Bank Limited of 125 London Wall, London EC2Y 5AJ, Natwest Markets (a
division of National Westminster Bank Plc) of 135 Bishopsgate, London EC2M 3UR
and The Toronto-Dominion Bank of Triton Court, 14/18 Finsbury Square, London
EC2A 1DB;

"ASSIGNEE" has the meaning ascribed thereto in clause 17.3;

"ASSOCIATED COMPANY" has the meaning attributed thereto in Section 416 of the
Income and Corporation Taxes Act 1988;

"ASSOCIATED PARTNERSHIP" means, in relation to a company, a partnership that is
controlled by that company, or by that company and one or more of its Associated
Companies together, and a company shall be regarded as having control of a
partnership for those purposes if (directly or indirectly, including through
intermediate Associated Partnerships) it possesses, is entitled to, or is
entitled to acquire:
<PAGE>

(a)      more than 50% of the assets of the partnership; or

(b)      more than 50% of the income of the partnership

or if it (directly or indirectly, including through intermediate Associated
Partnerships) is able to direct how the affairs of the partnership are
conducted;

"AUTHORISED OFFICER" means that officer or officers of the Borrower authorised
to sign Compliance Certificates, Drawdown Notices, Rollover Notices, Conversion
Notices and any other notices, requests or confirmations referred to in this
Agreement or relating to the facility granted pursuant to this Agreement;

"AVON LICENCES" means those licences of TCN Entities details of which are set
out in part A of schedule 9;

"BANKING DAY" means a day (other than Saturday or Sunday) on which dealings in
Sterling deposits are carried on in the London Interbank Market and (if payment
is required to be made on such day) on which banks are open for business in
London;

"BANKS" means the banks and financial institutions listed in Part D of schedule
1 and includes their successors in title, Assignees and Substitutes;

"BOND AND FLOATING CHARGES" means the bond and floating charges, in the agreed
form, to be entered into by each Original Charging Subsidiary which is
incorporated in Scotland;

"BORROWED MONEY" means Indebtedness (including, for the avoidance of doubt, but
without double counting, any guarantees of such Indebtedness) in respect of (i)
money borrowed or raised and debit balances at banks, (ii) any bond, note, loan
stock, debenture or similar debt instrument, (iii) acceptance or documentary
credit facilities, (iv) receivables sold or discounted (otherwise than on a
non-recourse basis), (v) payments for assets or services acquired which are
deferred for a period of 90 days or more after the relevant assets or services
were supplied, (vi) hire purchase contracts, (vii) rental payments under Finance
Leases, (viii) guarantees, bonds, standby letters of credit or other instruments
issued in connection with the performance of contracts and (ix) any other
transaction (including without limitation forward sale or purchase agreements
and issues of redeemable shares) having the commercial effect of a borrowing or
raising of money entered into for the purpose of financing a person's
operational or capital requirements provided that in making any calculation of
Borrowed Money under this Agreement no Indebtedness shall be taken into account
more than once;

"BORROWER" means Telewest Communications Networks Limited (formerly Mintdrive
Limited) (No. 3071086) whose registered office is at Unit 1, Genesis Business
Park, Albert Drive, Woking, Surrey GU21 5RW;

"BORROWER/TELEWEST TRANSFER AGREEMENTS" means the agreements entered into
between the Borrower and Telewest pursuant to which the Borrower has acquired
from Telewest the shares in Telewest Communications and SBCC in consideration
for which the Borrower has issued shares to Telewest;
<PAGE>

"BT INTER-CONNECT AGREEMENTS" means the agreements referred to in part A of
Schedule 10;

"CABLE INTERNET" means any arrangements put in place between, inter alia,
members of the TCN Group and others for the development and provision of
internet services via the Cable Systems; "CABLE SYSTEMS" means the
telecommunications and television systems constructed or to be constructed in
the areas covered by the Licences and includes any part of any such system and
all modifications, substitutions, replacements, renewals and extensions made to
such systems;

"CHARGING PARTNERSHIPS" means the Original Charging Partnerships and any other
partnership which may from time to time accede to this Agreement and any
relevant Security Documents pursuant to a Supplemental Deed;

"CHARGING SUBSIDIARIES" means the Original Charging Subsidiaries and any other
company which may from time to time accede to this Agreement and any relevant
Security Documents pursuant to a Supplemental Deed;

"COMMITMENT" means in relation to a Bank the amount set opposite its name in
Part D of schedule 1 or, as the case may be, in any relevant Substitution
Certificate, as amended by any relevant term of this Agreement;

"COMPLIANCE CERTIFICATE" means either (i) a certificate substantially in the
form set out in schedule 6A in relation to the compliance (or otherwise) with
the undertakings in clause 12 issued by an Authorised Officer in relation to
Quarterly Management Accounts or (ii) a certificate substantially in the form
set out in Schedule 6B in relation to the compliance (or otherwise) with the
undertakings in clause 12 issued by the auditors of the TCN Group in relation to
annual financial statements;

"CONSOLIDATED ANNUALISED TCN GROUP NET OPERATING CASH FLOW" means, for the TCN
Group, twice the aggregate of the Consolidated TCN Group Net Operating Cash Flow
in respect of the relevant Six Month Period for the TCN Group;

"CONSOLIDATED ANNUALISED TELEWEST GROUP NET OPERATING CASH FLOW" means, for the
Telewest Group, twice the aggregate of the Consolidated Telewest Group Net
Operating Cash Flow in respect of the relevant Six Month Period for Telewest
Group;

"CONSOLIDATED TCN GROUP NET OPERATING CASH FLOW" means, in respect of each Six
Month Period, the Net Income of the TCN Group (plus any depreciation,
amortisation, other non-cash expenses and non-cash taxes, interest or other
charges in respect of Borrowed Money) but excluding:

               (i)         all sums constituting Management Fees accrued in
                           respect of such Six Month Period to any member of the
                           TCN Group by any Restricted Person;

              (ii)         any extraordinary income (except to the extent that
                           the same is used to meet a related extraordinary
                           expense), net of any Taxes paid or payable in respect
                           of such income, of the TCN Group during such Six
                           Month Period;

             (iii)         any interest income, net of any Taxes paid or payable
                           in respect of such income, of the TCN Group for such
                           Six Month Period;
<PAGE>

              (iv)         any profits or losses attributable to the interest of
                           the TCN Group in any undertaking (as defined in
                           section 259 Companies Act 1985) which is not a
                           subsidiary undertaking (as defined in section 258
                           Companies Act 1985) of the Borrower;

all as determined in accordance with GAAP used in the preparation of and as
shown in the financial statements, Monthly Management Accounts or Quarterly
Management Accounts in respect of periods within such Six Month Period prepared
and delivered to the Agent pursuant to clause 10.1(f), clause 10.1(g) or clause
10.1(h) (as the case may be);

"CONSOLIDATED TELEWEST GROUP NET OPERATING CASH FLOW" means, in respect of each
Six Month Period, the Net Income of the Telewest Group (plus any depreciation,
amortisation, other non-cash expenses and non-cash taxes, interest or other
charges in respect of Borrowed Money) but excluding:

               (i)         any extraordinary income (except to the extent that
                           the same is used to meet a related extraordinary
                           expense), net of any Taxes paid or payable in respect
                           of such income, of the Telewest Group during such Six
                           Month period;

              (ii)         any interest income, net of any Taxes paid or payable
                           in respect of such income, of the Telewest Group for
                           such Six Month Period;

             (iii)         to the extent included within Net Income any profits
                           or losses attributable to the interest of the
                           Telewest Group in any undertaking (as defined in
                           section 259 Companies Act 1985) which is not a
                           subsidiary undertaking (as defined in section 258
                           Companies Act 1985) of the Borrower;

all as determined in accordance with GAAP used in the preparation of and as
shown in the financial statements, Monthly Management Accounts or Quarterly
Management Accounts in respect of periods within such Six Month Period prepared
and delivered to the Agent pursuant to clause 10.1(f), clause 10.1(g) or clause
10.1(h) (as the case may be);

"CONTRIBUTION" means in relation to a Bank the principal amount of the Loan
owing to such Bank at any relevant time;

"CONVERSION DATE" means the date, as specified in the relevant Conversion
Notice, on which any Revolving Advance made under Tranche A is to be converted
to a Revolving Advance under Tranche B, or vice versa, in each case in
accordance with the terms of this Agreement;

"CONVERSION NOTICE" means a notice substantially in the form of Schedule 2C;

"COTSWOLD LICENCES" means those licences of members of the TCN Group details of
which are set out in Part B of schedule 9;

"COX" means Cox Communications, Inc. a company incorporated in Delaware whose
principal place of business is 1400 Lake Hearn Drive, Atlanta, Georgia, 30319,
USA;
<PAGE>

"DEBENTURE" means the composite guarantee and debenture and/or several guarantee
and debentures entered into or to be entered into by the Borrower and each other
TCN Entity in favour of the Security Trustee in the agreed form;

"DEED OF SUBORDINATION" means a deed of subordination to be entered into between
Telewest and the Security Trustee pursuant to the terms of this Agreement,
substantially in the form of schedule 7 or on terms having substantially the
same commercial effect as the form of schedule 7;

"DEFAULT" means any Event of Default or any event or circumstance which with (i)
the giving of any notice referred to in this Agreement, (ii) the lapse of any
period of time referred to in this Agreement or (iii) the satisfaction of any
other condition referred to in this Agreement (or any combination of (i), (ii)
and (iii) above) would constitute an Event of Default;

"DISCLOSURE LETTER" means the letter of even date from the Borrower to the 
Agent;

"DRAWDOWN DATE" means the date being a Banking Day on which an Advance is or is
to be drawn down;

"DRAWDOWN NOTICE" means a notice substantially in the form of schedule 2A;

"EARNINGS" means all monies whatsoever from time to time due or payable to any
member of the TCN Group arising out of the use or operation of the Cable Systems
including (but without limiting the generality of the foregoing) all revenues or
other payments due from Subscribers, damages for breach (or payments for
variation or termination) of any Subscriber's Agreement and any sums recoverable
from the insurers of the Cable Systems for loss of use or damage to such
systems;

"ENCUMBRANCE" means any mortgage, charge (whether fixed or floating), pledge,
lien, hypothecation, assignment, assignation, trust arrangement or security
interest of any kind securing any obligation of any person or any other type of
preferential arrangement (including without limitation title transfer and/or
retention arrangements having similar effect);

"ENVIRONMENTAL CLAIM" means any claim, notice of violation, prosecution, demand,
action, official warning, abatement or other order (condition or otherwise),
relating to Environmental Matters and any notification or order requiring
compliance with the terms of any Environmental Licence or Environmental Law;

"ENVIRONMENTAL LAWS" includes all or any laws, statutes, regulations, treaties,
and judgments of any governmental authority or agency or any regulatory body in
any jurisdiction in which any member of the TCN Group is formed or carries on
business or the European Community relating to Environmental Matters applicable
to any member of the TCN Group and/or construction, installation and operation
of cable television and telecommunications systems in the TCN Franchises and/or
any other activities from time to time carried on by any member of the TCN Group
and/or the occupation or use of any property owned, leased or occupied by any
member of the TCN Group;

"ENVIRONMENTAL LICENCE" means any permit, licence, authorisation, consent or
other approval required at any time by any Environmental Law (but excluding, for
the avoidance of doubt, planning permission, listed building consent and
building regulation approvals) for the construction, installation and operation
of cable television and telecommunications systems in the TCN Franchises and/or
any other activities from time to time carried on by any member of the TCN
Group;
<PAGE>

"ENVIRONMENTAL MATTERS" means: (i) any generation, deposit, disposal, keeping,
treatment, transportation, transmission, handling or manufacture of any waste
(as defined in the Environmental Protection Act 1990) or any Relevant Substance;
(ii) nuisance, noise, defective premises, health and safety at work or
elsewhere; and (iii) the pollution, conservation or protection of the
environment (both natural and built) or of man or any living organism supported
by the environment (both natural and built);

"EVENT OF DEFAULT" means any of the events or circumstances described in clause
13.1;

"EXCESS CASH FLOW" means the Consolidated TCN Group Net Operating Cash Flow for
the relevant Six Month Period, as shown in the relevant Compliance Certificate
less (i) any Total TCN Group Cash Paying Debt Interest Charges accrued during
such Six Month Period, (ii) cash repayments and/or prepayments of any Borrowed
Money of the TCN Group made during such Six Month Period and (iii) capital
expenditure of the TCN Group whether or not incurred to the extent that the same
is included in the Annual Budget for such Six Month Period as delivered to the
Agent under this Agreement;

"FACILITY DEBT INTEREST CHARGES" means, in relation to any period, the total
amount of all interest, fees and commissions accruing in respect of the facility
granted pursuant to this Agreement during such period;

"FINANCE LEASE" means a lease treated as a finance lease pursuant to applicable
accounting standards (including at the date of this Agreement, Statement of
Standard Accounting Practice 21);

"GAAP" means generally accepted accounting principles and practices in the
United Kingdom;

"IMMATERIAL GROUP ENTITY" means any member of the TCN Group other than the
Borrower which (i) is dormant for the purposes of section 250(3) of the
Companies Act 1985 and (ii)(a) does not trade, (b) has no interest, legal or
beneficial, in the Licences, the Cable Systems, the Earnings, the Principal
Agreements, the share capital of any other member of the TCN Group which is not
an Immaterial Group Entity or any other assets used in the business of the TCN
Group and (c) is solvent (within the meaning of Section 123 of the Insolvency
Act 1986 or otherwise);

"INDEBTEDNESS" means any obligation for the payment or repayment of money,
whether as principal or as surety and whether present or future, actual or
contingent;

"INDEMNITY" means an indemnity issued or to be issued by any TCN Entity in
favour of a bank in relation to a bond issued by such bank in favour of any
regulatory body or other person pursuant to any Telecommunications and Cable
Laws;

"INFORMATION MEMORANDUM" means the information memorandum prepared in relation
to the Borrower and the facility granted pursuant to this Agreement and
distributed to certain banks during April 1996;

"INTELLECTUAL PROPERTY RIGHTS" means any patent, trade mark, service mark,
registered design, trade name or copyright required to carry on the business of
constructing, installing or operating cable television and telecommunication
systems in the TCN Franchises and such other business as may be permitted by the
terms of this Agreement and which is carried on at the relevant time;
<PAGE>

"INTEREST PAYMENT DATE" means the last day of an Interest Period (and, in the
case of an Interest Period of more than six months, the dates falling at six
monthly intervals from the commencement of such Interest Period);

"INTEREST PERIOD" means, in relation to any Advance or the Loan, each period for
calculation of interest in respect of such Advance or the Loan ascertained in
accordance with clauses 5.5, 5.6 and 5.7;

"LIBOR" means, in relation to a particular period the arithmetic mean (expressed
as a percentage rounded upwards if necessary to the nearest four decimal places)
of the rates respectively quoted to the Agent by each of the Reference Banks at
the request of the Agent as such Reference Bank's offered rate for deposits of
Sterling in an amount approximately equal to the amount in relation to which
LIBOR is to be determined for a period equivalent to such period to prime banks
in the London Interbank Market at or about 11.00 a.m. on the first day of such
period;

"LICENCES" means the Cotswold Licences, the South East Licences, the North East
Licences, the London South Licences, the Avon Licences, the Scotland Licences,
the SBCC Licences and, if applicable, any other licences issued to TCN Entities
under any Telecommunications and Cable Laws;

"LOAN" means the aggregate principal amount owing to the Banks under this
Agreement at any relevant time;

"LOCAL DELIVERY OPERATOR" means a person holding a licence to operate a cable
telephony and/or cable television system under a Telecommunications and Cable
Law in respect of a prescribed geographical area or any person in relation to
which such person is a wholly-owned (directly or indirectly) Subsidiary;

"LONDON SOUTH/AVON FACILITY" means the (pound)190,000,000 loan facility granted
pursuant to a loan agreement dated 4 October 1993 (as amended) between, among
others, London South Cable Partnership and Avon Cable Limited Partnership as
borrowers and The Toronto-Dominion Bank as agent;

"LONDON SOUTH LICENCES" means those licences of members of the TCN Group details
of which are set out in part C of schedule 9;

"LONG RANGE PLAN" means the operational projections for the Telewest Group and
the TCN Group dated 10 December 1997 and the quarterly financing forecast dated
2 February 1998;

"MAJORITY BANKS" means Banks the aggregate of whose Contributions at any
relevant time exceeds 66_ per cent. of the Loan or, if no Advance is then
outstanding, the aggregate of whose Commitments exceeds 66_ per cent.
of the total of the Commitments of all of the Banks;

"MANAGEMENT FEES" means any management, consultancy or similar fees payable by
any TCN Entity to any Restricted Person or by any Restricted Person to any TCN
Entity, as applicable;

"MARGIN" shall be calculated in accordance with clause 5.2 or 5.3 (as
applicable) provided that, for the purposes of clause 5.8, "MARGIN" shall be
calculated in accordance with clause 5.3 (unless the relevant outstanding sum
was outstanding under Tranche A in which event the Margin shall be calculated in
accordance with clause 5.2);
<PAGE>

"MATERIAL ADVERSE EFFECT" means a material adverse effect on the ability of the
TCN Entities (taken as a whole) to perform all or any of their respective
obligations under or otherwise comply with the terms of this Agreement or any of
the Security Documents;

"MATERIAL FINANCIAL ADVERSE EFFECT" means a material adverse effect on the
ability of the TCN Entities (taken as a whole) to perform all or any of their
respective payment obligations under this Agreement or any of the Security
Documents;

"MAXIMUM FORECASTED DEBT REQUIREMENT" means, in relation to any TCN Entities or
assets which have been acquired by the TCN Group under paragraph (vi) of the
definition of Permitted Investments, the maximum amount, estimated by the
Borrower in good faith and set out in the relevant investment analysis, that
such TCN Entities (taken as a whole) will be required to raise as Borrowed Money
(together with the amount of Borrowed Money that will be required to be raised,
in the case of an acquisition of assets) in order to comply with the
requirements of any Licences or Necessary Authorisations issued to such TCN
Entities (or comprising such assets) or such investment analysis (whichever is
the higher);

"MONTH" means a period beginning in one calendar month and ending in the next
calendar month on the day numerically corresponding to the day of the calendar
month on which it started,provided that (i) if the period started on the last
Banking Day in a calendar month or if there is no such numerically corresponding
day, it shall end on the last Banking Day in such next calendar month and (ii)
if such numerically corresponding day is not a Banking Day, the period shall end
on the next following Banking Day in the same calendar month but if there is no
such Banking Day it shall end on the preceding Banking Day and "months" and
"monthly" shall be construed accordingly;

"MONTHLY MANAGEMENT ACCOUNTS" means the monthly management accounts of the TCN
Group to be delivered (or which may be delivered) to the Agent pursuant to
clause 10.1(h) in the agreed form or containing information of the same type as
is required by such form;

"NATIONAL NETWORK" means the telecommunications systems together with all
associated cables, hardware and software, constructed or to be constructed in
accordance with or as permitted under the National Network Licence;

"NATIONAL NETWORK LICENCE" means the public telecommunications operating licence
granted by the Secretary of State for Trade and Industry to Telewest under the
Telecommunications Act 1984 on 14 January 1997;

"NECESSARY AUTHORISATIONS" means all approvals, authorisations and licences
(other than the Licences) from, all rights granted by and all filings,
registrations and agreements with any person including, without limitation, any
government or other regulatory authority necessary in order to enable each
member of the TCN Group to construct, maintain and operate the Cable Systems and
to carry on such other business as may be permitted by the terms of this
Agreement and which is carried on at the relevant time;
<PAGE>

"NET INCOME" means, (i) in relation to the TCN Group for any period, the net
profit after Taxes of the TCN Group arising out of the use or operation of the
Cable Systems for such period (excluding, if included, the net profit after
Taxes of Cable Guide Limited), and (ii) in relation to the Telewest Group for
any period, the net profit after Taxes of the Telewest Group for such period, in
each case as determined in accordance with GAAP used in the preparation of and
as shown in the financial statements, Monthly Management Accounts or Quarterly
Management Accounts in respect of such period prepared and delivered to the
Agent pursuant to clause 10.1(f), 10.1(g) or 10.1(h);

"NETWORK SERVICE CENTRE" means the arrangements effected pursuant to the
agreement dated 16 May 1994 and expressed to take effect from 1 January 1993
between, inter alia, Telewest Communications Group Limited, United Artists
Communications (North East) Partnership, United Artists Communications
(Cotswolds) Venture and United Artists Communications (South East) Partnership
together with any agreements to similar effect entered into from time to time
between, inter alia, members of the TCN Group and others;

"NON-GUARANTEED COMPUTER LEASE" means any Finance Lease of computer equipment in
respect of which no guarantee has been issued pursuant to this Agreement;

"NON-GUARANTEED LEASE" means any Finance Lease in respect of which (i) no
guarantee has been issued pursuant to this Agreement and (ii) in the case of a
Non-Guaranteed Switch Lease, a Step-in Rights Agreement has been executed;

"NON-GUARANTEED SWITCH LEASE" means any Finance Lease of switch equipment and
software in respect of which (i) no guarantee has been issued pursuant to this
Agreement and (ii) a Step-in Rights Agreement has been executed;

"NON-GUARANTEED VEHICLE LEASE" means any Finance Lease of vehicles in respect of
which no guarantee has been issued pursuant to this Agreement;

"NORTH EAST LICENCES" means those licences of members of the TCN Group details
of which are set out in part D of schedule 9;

"NORTEL STEP-IN RIGHTS AGREEMENT" means the agreement of such name to be entered
into between Nortel Limited, United Artists Communications (North East)
Partnership, United Artists Communications (South East) Partnership, United
Artists Communications (Cotswolds) Venture, London South Cable Partnership,
United Artists Communications (Scotland) Venture, Avon Cable Joint Venture and
the Security Trustee, in the agreed form;

"ORIGINAL CHARGING PARTNERSHIPS" means those partnerships whose names and
principal places of business are set out in part B of schedule 1;

"ORIGINAL CHARGING SUBSIDIARIES" means those companies whose names and
registered numbers are set out in part A of schedule 1;

"ORIGINAL NON-CHARGING SUBSIDIARIES" means those companies whose names and
registered numbers are set out in part C of schedule 1;
<PAGE>

"PERMITTED BORROWINGS" means:

                (i)        any Borrowed Money arising hereunder or under the 
                           Security Documents;

               (ii)        any Borrowed Money approved by the Agent (acting on
                           the instruction of the Majority Banks);

              (iii)        any Borrowed  Money  included  within  Permitted  
                           Intra-TCN  Group  Transactions  or
                           Permitted Guarantees;

               (iv)        any Borrowed Money arising under the interest rate
                           protection arrangements referred to in clause
                           10.1(aa) or clause 11.1(i);

                (v)        any Borrowed Money arising under:

                           (a)      Non-Guaranteed Switch Leases in aggregate 
                                    not exceeding (pound)120,000,000;

                           (b)      Non-Guaranteed Vehicle Leases in aggregate
                                    not exceeding (pound)50,000,000;

                           (c)      Non-Guaranteed Computer Leases in aggregate
                                    not exceeding (pound)20,000,000;

                           (d)      any Borrowed Money arising under
                                    Non-Guaranteed Leases (not falling within
                                    (a), (b) or (c) above) in aggregate not
                                    exceeding (pound)20,000,000;

                           Provided that the aggregate of all Borrowed Money
                           falling within this paragraph (v) shall not at any
                           time exceed (pound)140,000,000;

                (vi)    Subordinated Debt which is the subject of a Deed of
                        Subordination;

                (vii)   any Borrowed Money outstanding to any bank (which has a
                        credit rating from Standard & Poor's Corporation or
                        Moody's Investors Service Inc. of A (or its equivalent)
                        or better) with whom members of the TCN Group have a
                        cash management arrangement in place provided that (a)
                        the aggregate net amounts of Borrowed Money outstanding
                        to all such banks (after taking account of deposits made
                        by members of the TCN Group with the relevant banks)
                        does not exceed(pound)5,000,000 or the excess
                        above(pound)5,000,000 would not otherwise be prohibited
                        under this Agreement, (b) the net balance with each such
                        bank is in credit at least once in any 30 day period and
                        (c) the average (over any 365 day period) of the
                        aggregate of the net amount of Borrowed Money
                        outstanding to all such banks (after taking account of
                        deposits made by members of the TCN Group with the
                        relevant banks) does not exceed (pound)2,500,000;

                (viii)  any Borrowed Money arising under Indemnities not
                        exceeding (pound)250,000 for each TCN Franchise;
<PAGE>

                (ix)    after the end of the Revolving Period, any Borrowed
                        Money not within paragraphs (i) to (viii) above provided
                        that:

                        (a)     such Borrowed Money is incurred after the end of
                                the Revolving Period;

                        (b)     no Default has occurred and is continuing at the
                                date of the incurrence of such Borrowed Money;
                                and

                        (c)     on the two Quarter Days immediately preceding
                                the incurrence of such Borrowed Money (as shown
                                in the relevant Compliance Certificates),
                                immediately after the incurrence of such
                                Borrowed Money and at all times thereafter Total
                                TCN Group Debt is less than 3 times Consolidated
                                Annualised TCN Group Net Operating Cash Flow;

                (x)     any Borrowed Money arising under or in respect of the
                        Second Secured Facility in a maximum principal amount of
                        up to (pound)100,000,000; and

                (xi)    any Borrowed Money not within paragraphs (i) to (x)
                        above and not exceeding at any time in aggregate
                        (pound)15,000,000;

"PERMITTED DISPOSALS" means:

                (i)     the application of cash in (a) the acquisition of assets
                        or services in the ordinary course of business, or the
                        making of loans in the ordinary course of business not,
                        in any such case, prohibited by the terms of this
                        Agreement or any Security Document, (b) the repayment of
                        Permitted Borrowings and the servicing thereof provided
                        that the same is not prohibited or otherwise restricted
                        by the terms of this Agreement or (c) the payment of
                        moneys by the Borrower to Telewest to the extent
                        permitted by the terms of this Agreement;

                (ii)    any disposals approved by the Agent (acting on the
                        instructions of the Majority Banks);

                (iii)   the placing of deposits with banks (which have a credit
                        rating from Standard & Poor's Corporation or Moody's
                        Investor Service Inc. of A (or its equivalent) or
                        better) not in contravention of the terms of this
                        Agreement or any Security Document;

                (iv)    the sale of property or other assets (but excluding any
                        ownership interest in any of the TCN Entities) on bona
                        fide arms length commercial terms in the ordinary course
                        of business to the extent that the net proceeds of sale
                        are applied forthwith after such sale in the acquisition
                        of assets of a similar nature and approximately equal
                        value to be used in the business of constructing,
                        installing or operating cable television and
                        telecommunications systems in the areas covered by the
                        Licences or any directly related business reasonably
                        considered to be financially beneficial to such
                        business;
<PAGE>

                (v)     the disposal of property or other assets (but excluding
                        any ownership interest in any of the TCN Entities) on
                        bona fide arms length commercial terms in the ordinary
                        course of business in consideration for the acquisition
                        of assets of a similar nature and approximately equal
                        value to be used in the business of constructing,
                        installing or operating cable television and
                        telecommunications systems in the areas covered by the
                        Licences or any directly related business reasonably
                        considered to be financially beneficial to such
                        business;

                (vi)    the disposal, for full market value, of any interest
                        rate or currency swap or other hedging instrument no
                        longer required for the purpose for which it was
                        originally entered into;

                (vii)   disposals within Permitted Intra-TCN Group Transactions;

                (viii)  the disposal of assets pursuant to any sale and
                        leaseback transactions which are permitted by and fall
                        within paragraph (v) of the definition of Permitted
                        Borrowings or as is permitted by the Banks pursuant to
                        Clause 20.1;

                (ix)    the disposal of any share (or other securities or any
                        interest therein) in (a) any Affiliate or (b) Cable
                        Guide Limited (registered no: 2025654); and

                (x)     disposals of assets on bona fide arm's length commercial
                        terms by a member of the TCN Group (other than any
                        disposals referred to in paragraphs (i) to (ix)
                        (inclusive) above) where such assets are obsolete or no
                        longer required for the purposes of such member of the
                        TCN Group's business;

"PERMITTED ENCUMBRANCES" means:

                (i)     any Encumbrance arising hereunder or under any of the
                        Security Documents;

                (ii)    any Encumbrance existing at the date hereof and set out
                        in parts I or II of Schedule 8 together with the
                        proposed Encumbrance set out in part III of Schedule 8;

                (iii)   any Encumbrance which the Agent, acting on the
                        instructions of the Majority Banks, has at any time in
                        writing agreed shall be a Permitted Encumbrance;

                (iv)    any Encumbrance arising in the ordinary course of
                        business by operation of law;

                (v)     any Encumbrance in favour of any bank incurred in
                        relation to any cash management or interest netting
                        arrangements;

                (vi)    rights of set-off arising in the normal course of
                        business;

                (vii)   any retention of title of goods supplied to any member
                        of the TCN Group where such retention is agreed in the
                        ordinary course of its trading activities and on
                        customary terms provided that the purchase price
                        relating to such goods is required to be paid within 120
                        days of the date on which the relevant goods are
                        supplied;
<PAGE>

                (viii)  (for the avoidance of doubt) any Encumbrance arising
                        under Finance Leases where the title to the relevant
                        assets does not vest in any member of the TCN Group to
                        the extent amounts outstanding under such Finance Leases
                        fall under paragraph (v) of the definition of Permitted
                        Borrowings;

                (ix)    any Encumbrance (a "NEW ENCUMBRANCE") created by any
                        member of the TCN Group in substitution for any
                        Encumbrance referred to in paragraph (ii) above (an
                        "EXISTING ENCUMBRANCE") provided that (i) such Existing
                        Encumbrance is irrevocably and unconditionally
                        discharged no later than the time of creation of the New
                        Encumbrance, (ii) the New Encumbrance relates only to
                        the same assets as the Existing Encumbrance, (iii) the
                        Indebtedness secured by the New Encumbrance does not
                        exceed the Indebtedness secured by the Existing
                        Encumbrance and (iv) if required by the Agent, before
                        such New Encumbrance is entered into, the beneficiary
                        thereof enters into a priorities arrangement with the
                        Agent and all of the Banks in form and substance
                        satisfactory to the Agent;

                (x)     any Encumbrance arising due to the provision of any
                        services or operations provided by any member of the TCN
                        Group whereby a member of the TCN Group agrees to hold
                        assets and equipment on trust for the benefit of the
                        users thereof provided that (a) the aggregate book value
                        of the assets and equipment held in such an arrangement
                        does not at any time exceed (a) in the case of the
                        Network Service Centre,(pound)25,000,000, (b) in the
                        case of Cable Internet,(pound)15,000,000 and (c) in the
                        case of any such arrangement (including the Network
                        Service Centre and/or Cable Internet),(pound)10,000,000
                        and (b) such users are persons engaged in a similar
                        business to that of the TCN Group;

                (xi)    any Encumbrance granted as security for the obligations
                        of TCN Entities under or in respect of the Second
                        Security Facility provided that an Encumbrance ranking
                        in priority to such Encumbrance has been or is
                        contemporaneously with the granting thereof granted as
                        security for the amounts owed to any of the
                        Beneficiaries (as defined in the Debenture); and

                (xii)   any Encumbrance not within paragraphs (i) to (xi) above
                        and securing Indebtedness in aggregate not exceeding
                        (pound)10,000,000 and where the assets the subject of
                        such Encumbrance have an aggregate book value not
                        exceeding (pound)15,000,000;

"PERMITTED GUARANTEES" means:

                (i)     any guarantees or indemnities arising hereunder or under
                        the Security Documents;

                (ii)    any guarantees or indemnities approved by the Agent
                        (acting on the instructions of the Majority Banks);
<PAGE>

                (iii)   any guarantees or indemnities included within Permitted
                        Intra-TCN Group Transactions;

                (iv)    any guarantees or indemnities included within Permitted
                        Borrowings;

                (v)     any guarantees or indemnities given by any TCN Entity in
                        respect of the liabilities of any other TCN Entity under
                        or in respect of the Second Secured Facility provided
                        that a guarantee or indemnity has been or is
                        contemporaneously with the granting thereof granted by
                        such TCN Entity in respect of the amounts owed to any of
                        the Beneficiaries (as defined in the Debenture); and

                (vi)    any guarantees or indemnities not included in paragraphs
                        (i) to (v) (inclusive) above provided that the maximum
                        liability thereunder (actual or contingent) when
                        aggregated with amounts outstanding as Borrowed Money
                        permitted by virtue of paragraph (x) of the definition
                        of Permitted Borrowings do not exceed in aggregate
                        (pound)15,000,000;

"PERMITTED INTRA-TCN GROUP TRANSACTIONS" means:

                (i)     loans made by a member of the TCN Group to a TCN Entity;

                (ii)    any transaction approved as a Permitted Intra-TCN Group
                        Transaction by the Agent (acting on the instructions of
                        the Majority Banks);

                (iii)   the payment or declaration of any dividend, return on
                        capital, repayment of capital contributions or other
                        distributions by any member of the TCN Group to a
                        shareholder which is a TCN Entity;

                (iv)    the purchase, acquisition, sale or disposal of assets or
                        revenues (including, without limitation, the acquisition
                        of any business or interest therein) by a TCN Entity
                        from or, as the case may be, to another TCN Entity
                        provided such assets or revenues remain charged to the
                        Security Trustee pursuant to a Security Document;

                (v)     the purchase, subscription for, or other acquisition of
                        any share (or other securities or any interest therein)
                        in any TCN Entity by any other TCN Entity provided such
                        shares are charged to the Security Trustee pursuant to a
                        Security Document;

                (vi)    the subscription for shares in any company on its
                        formation or the purchase of shares in any company which
                        has not at any time carried on any business (other than
                        that associated with its formation or any necessary
                        administrative activities) provided that (a) such shares
                        are charged to the Security Trustee pursuant to a
                        Security Document and (b) promptly upon such
                        subscription or purchase being completed such company
                        becomes a TCN Entity pursuant to the provisions of this
                        Agreement; and
<PAGE>

                (vii)   in relation to the ordinary course of trading, the
                        giving by any TCN Entity of any guarantee, bond or
                        indemnity in respect of the liabilities or obligations
                        of any other TCN Entity;

"PERMITTED INVESTMENTS" means:

                (i)     any transaction included within Permitted Disposals;

                (ii)    any transaction included within Permitted Intra-TCN
                        Group Transactions;

                (iii)   any investments approved by the Agent (acting on the
                        instructions of the Majority Banks);

                (iv)    any loans to or investments in Affiliates not exceeding
                        in aggregate (pound)18,000,000 at any time after the
                        date hereof but on or before 31 December 1997;

                (v)     any loans to Telewest representing any amount realised
                        under paragraph (ix)(a) of "Permitted Disposals" and any
                        acquisition of or investment in, or any acquisition of
                        assets falling within paragraph (ii) of clause 11.1(g)
                        of any person which is not a TCN Entity by a TCN Entity
                        provided that (a) such person is engaged in or such
                        assets are required for the business of (or a similar
                        business to that of) the TCN Group, (b) at the relevant
                        time, no Default has occurred and is continuing or would
                        result from the making of any such loan, acquisition or
                        investment and (c) the amount of any such loans together
                        with the aggregate consideration paid for all
                        investments or acquisitions falling within this
                        paragraph (v) does not exceed the aggregate net
                        consideration received in respect of disposals falling
                        within paragraph (ix)(a) of the definition of Permitted
                        Disposals;

                (vi)    on or after 1 January 1997, (a) any acquisition of the
                        entire ownership interest in, or (b) any acquisition of
                        assets falling within paragraph (ii) of clause 11.1(g)
                        of, any person which is not a TCN Entity in each case by
                        a TCN Entity provided that:

                           (1)      the consideration payable for such
                                    acquisition is satisfied entirely by (i) the
                                    issue to the vendor of shares in Telewest
                                    and/or (ii) the payment of cash to the
                                    vendor provided that, for the purposes of
                                    funding such payment, Subordinated Debt
                                    which is the subject of a Deed of
                                    Subordination has been lent to a TCN Entity
                                    and/or Telewest has subscribed in cash for
                                    equity share capital in the Borrower (which
                                    share capital is charged to the Security
                                    Trustee pursuant in accordance with Clause
                                    11.1(f)) in an aggregate amount which is not
                                    less than the amount of such consideration
                                    and is applied in satisfaction of such
                                    consideration;
<PAGE>

                           (2)      in the case of sub-paragraph (a) above, such
                                    person becomes a TCN Entity
                                    contemporaneously with the making of such
                                    acquisition or investment or, in the case of
                                    sub-paragraph (b) above, such assets are
                                    charged (or become subject to a charge) to
                                    the Security Trustee pursuant to a Security
                                    Document contemporaneously with the
                                    acquisition thereof;

                           (3)      the Borrower has delivered to the Agent an
                                    investment analysis prepared by the Borrower
                                    which shows that, immediately after making
                                    such acquisition or investment:

                                (A)     the Maximum Forecasted Debt Requirement
                                        arising as a result of all such
                                        acquisitions or investments (together
                                        with the aggregate consideration paid or
                                        payable (other than by (i) the issue to
                                        the relevant vendor of shares in
                                        Telewest or (ii) the payment to the
                                        relevant vendor of all or part of the
                                        proceeds of issue of any shares in
                                        Telewest (and, in either case, the
                                        consequential issue of shares and/or the
                                        creation of Subordinated Debt by the
                                        Borrower to Telewest)) in respect of all
                                        such acquisitions or investments) will
                                        not exceed(pound)120,000,000; and

                                (B)     the Maximum Forecasted Debt Requirement
                                        arising as a result of all such
                                        acquisitions or investments will not
                                        exceed (pound)40,000,000 in each of
                                        financial years 1997 and 1998 and
                                        (pound)80,000,000 in any subsequent
                                        financial year of the Borrower; and

                           (4)      in the case of sub-paragraph (a) above such
                                    person is a Local Delivery Operator or in
                                    the case of paragraph (b) above such assets
                                    consist of all or substantially all of the
                                    assets of a Local Delivery Operator
                                    including all licences issued to such Local
                                    Delivery Operator under the relevant
                                    Telecommunications and Cable Laws;

                (vii)   any transaction not within paragraphs (i) to (vi)
                        (inclusive) above which would otherwise be prohibited
                        under clause 11.1(g) where the value of the aggregate
                        net consideration (in cash or otherwise) paid by members
                        of the TCN Group in any financial year of the Borrower
                        does not exceed (pound)1,000,000 (provided that if any
                        such amount is not used in any financial year it may be
                        carried forward and used in subsequent financial years);

"PERMITTED PAYMENTS" means any payments or transfers of assets (including Value
Added Tax thereon, if applicable):

(a)      to any Restricted Person in relation to transactions carried out on
         bona fide arm's length commercial terms in the ordinary course of
         business;
<PAGE>

(b)      (1) by the Borrower to Telewest (whether by way of (in the case of (i),
         (ii) or (iv) below) dividend, other distribution, loan or interest
         payable on Subordinated Debt or (2) (in the case of (iii) below) rental
         payments by the relevant TCN Entity to Telewest in respect of a
         sub-Finance Lease entered into between such parties in relation to the
         relevant Telewest Lease) where such payment is to be used (and is so
         used within a reasonable time) to fund:

        (i)     costs and expenses of Telewest incurred in relation to the TCN
                Group of up to:

                (1)     in respect of the period from the date hereof to 31
                        December, 1996,(pound)1,000,000; and

                (2)     in respect of each financial year thereafter,
                        (pound)2,000,000;

         (ii)     the payment by Telewest of cash interest on the Senior
                  Securities then due or due within five Banking Days;

         (iii)    the payment of rental due on any Telewest Lease; or

         (iv)     the repayment of any advances made by Telewest under the 1997
                  Telewest Facility Agreement (subject to no event or
                  circumstance having occurred which is continuing and which
                  constitutes a Default),

         provided that (1) no Default has occurred and is continuing or would
         result from the making of any payment under this paragraph (b) and (2)
         in the case of any rental payment, Telewest directs that such payment
         be made to (and such payment is made to) the lessor under the
         corresponding Telewest Lease to be applied in or towards discharging
         Telewest's rental obligations under such Telewest Lease, and

(c)      consisting of dividends or other distributions or the payment of
         interest on or the repayment of Subordinated Debt made to any
         Restricted Person after the end of the Revolving Period provided that:

                (i)        on the two Quarter Days immediately preceding the
                           making of any such payment (adjusted as if such
                           payment had then been made) and immediately after
                           such payment the ratio of each of (A) Total TCN Group
                           Debt to Consolidated Annualised TCN Group Net
                           Operating Cash Flow and (B) Total Telewest Group Debt
                           to Consolidated Annualised Telewest Group Net
                           Operating Cash Flow in each case does not exceed 3.0
                           times; and

               (ii)        no Default has occurred and is continuing or would
                           result from the making of any payment under this
                           paragraph (c);

"PLEDGE AND SECURITY AGREEMENTS" means each of the pledge and security
agreements to be entered into in favour of the Security Trustee by each of the
partners in each of the Charging Partnerships formed in the State of Colorado in
substantially the agreed form;

"PRINCIPAL AGREEMENTS" means the Sky Standard Cable Operator Agreements and the
BT Inter-Connect Agreements together with any agreements replacing any of the
same;
<PAGE>

"PRO-FORMA TOTAL TCN GROUP DEBT SERVICE" means the aggregate of (i) the total
forecast amount of interest (calculated by reference to the rate of interest in
effect in relation to the relevant Borrowed Money of the TCN Group on the date
on which the calculation falls to be made, adjusted to take account of any
interest rate hedging arrangements) and any other charges (other than expenses
and any one-off fees paid otherwise than in lieu of interest or discount)
payable in respect of Borrowed Money of the TCN Group in respect of the twelve
months immediately following the date on which the relevant calculation under
this Agreement falls to be made and (ii) the principal amount of any Borrowed
Money of the TCN Group due to be repaid in accordance with the terms of such
Borrowed Money during such period;

"PRO-FORMA TOTAL TELEWEST GROUP DEBT SERVICE" means the aggregate of (i) the
total forecast amount of interest (calculated by reference to the rate of
interest in effect in relation to the relevant Borrowed Money of the Telewest
Group on the date on which the calculation falls to be made, adjusted to take
account of any interest rate hedging arrangements) and any other charges (other
than expenses and any one-off fees paid otherwise than in lieu of interest or
discount) payable in respect of Borrowed Money of the Telewest Group in respect
of the twelve months immediately following the date on which the relevant
calculation under this Agreement falls to be made and (ii) the principal amount
of any Borrowed Money of the Telewest Group due to be repaid in accordance with
the terms of such Borrowed Money during such period;

"QUALIFYING BANK" means a person which falls within the definition of "bank" for
the purposes of section 840A of the Income and Corporation Taxes Act 1988, which
is beneficially entitled to any interest payable to it under this Agreement and
any other Security Document to which it is a party and which is within the
charge to corporation tax as respects such interest but so that if such Act is
amended or repealed, this definition shall be amended in such manner as the
Agent, after consultation with the Borrower, shall determine to be necessary in
order to define persons of the relevant equivalent category to whom the Borrower
may make payments hereunder without any obligation to make deduction or
withholding thereof;

"QUARTER DAYS" means 31st March, 30th June, 30th September and 31st December in
any year;

"QUARTERLY MANAGEMENT ACCOUNTS" means the quarterly management accounts of the
Telewest Group or the TCN Group (as the case may be) to be delivered to the
Agent pursuant to clause 11.1(g) in the agreed form or containing information of
the same type as is required by such form;

"QUARTERLY PERIOD" means each period of approximately three months commencing on
the day after a Quarter Day and ending on the next following Quarter Day;

"RBL STEP-IN RIGHTS AGREEMENT" means the agreement of such name to be entered
into between RB Leasing (March) Limited, Telewest, United Artists Communications
(North East) Partnership, United Artists Communications (South East)
Partnership, United Artists Communications (Cotswolds) Venture, London South
Cable Partnership, Scotcable (Motherwell) Limited, Kingdom Cablevision Limited,
Tayside Cable Systems Limited, Avon Cable Joint Venture and the Security Trustee
in form and substance reasonably satisfactory to the Borrower and the Agent;
<PAGE>

"REFERENCE BANKS" means the principal London offices of The Bank of New York,
Canadian Imperial Bank of Commerce, The Chase Manhattan Bank, N.A., National
Westminster Bank Plc and The Toronto-Dominion Bank and/or any other Bank
appointed as such pursuant to clause 18.12;

"REGION" means each of the geographical regions into which the business of the
TCN Group is divided at any relevant time for management accounting purposes,
being at the date of this Agreement, (i) London South, (ii) South West, (iii)
Scotland, (iv) South East, (v) North East, (vi) the North West and (vii) the
Midlands and being as from 1 January 1998, (a) London and South East, (b)
Scotland and North East, (c) Midlands and South West and (d) North West;

"REIMBURSEMENT AGREEMENT" means the agreement of such name to be entered into
between each of Original Charging Partnerships and the Borrower in the agreed
form;

"RELEVANT REVOLVING PERIOD" means the Tranche A Revolving Period or the Tranche
B Revolving Period, as applicable;

"RELEVANT SUBSTANCE" means (i) any radioactive emissions, (ii) electricity and
any electrical or electromagnetic emissions and (iii) any substance whatsoever
(whether in a solid or liquid form or in the form of a gas or vapour and whether
alone or in combination with any other substance) which is capable of causing
harm to man or any other living organism supported by the environment (both
natural and built), or damaging the environment (both natural and built) or
public health or welfare;

"RESTRICTED PAYMENT" means (a) any direct or indirect distribution, dividend,
loan or other payment (whether in cash, property, securities or otherwise) by
any member of the TCN Group (including, without limitation, any payment on
account of the share capital of the Borrower or capital stock or other
securities of the Borrower) or any interest thereon, (b) any transfer of any
assets by any member of the TCN Group and (c) any payment (whether in cash,
property, securities or otherwise) of principal of, or interest on, Subordinated
Debt, in each case to any Restricted Person;

"RESTRICTED PERSON" means any member of the Telewest Group other than (i) the
TCN Entities and (ii) Cable Guide Limited (registered no: 2025654);

"REVOLVING ADVANCE" means an Advance made during the Revolving Period;

"REVOLVING FACILITY" means the revolving loan facility granted to the Borrower
pursuant to this Agreement;

"REVOLVING PERIOD" means the period from (and including) the date hereof to (and
including) 31 December 2000;

"ROLLOVER NOTICE" means a notice substantially in the form of Schedule 2B;

"SBC" means SBC International Inc. of 2 Read's Way, Suite 222, Corporate
Commons, Newcastle, Delaware 19720, USA;

"SBCC" means SBC CableComms (UK) Limited (No. 2795350);
<PAGE>

"SBCC LICENCES" means those licences of members of the TCN Group details of
which are set out in part G of schedule 9;

"SCOTLAND FACILITY" means the (pound)195,000,000 loan facility granted pursuant
to a loan agreement dated 13 June 1994 (as amended) between, among others,
Telewest Scotland Holdings Limited as borrower and Canadian Imperial Bank of
Commerce as agent;

"SCOTLAND LICENCES" means those licences of members of the TCN Group details of
which are set out in part E of schedule 9;

"SCOTTISH SECURITY DOCUMENTS" means the Bond and Floating Charges, the Standard
Securities, and the Share Pledges;

"SECOND SECURED FACILITY" means the loan facility of up to (pound)100,000,000
granted or to be granted to the Borrower under and in accordance with the Second
Secured Facility Agreement;

"SECOND SECURED FACILITY AGREEMENT" means the agreement for the Second Secured
Facility entered into or to be entered into between the Borrower as borrower,
the Arrangers as arrangers, The Toronto-Dominion Bank as agent and certain banks
and financial institutions;

"SECURITY DOCUMENTS" means the Debenture, the Deed of Subordination, the Pledge
and Security Agreements, the Telewest Assignment, the Reimbursement Agreement,
the Scottish Security Documents, the RBL Step-in Rights Agreement, the Nortel
Step-in Rights Agreement, any other Step-in Rights Agreement, the Security Trust
Deed, any Supplemental Deed and all other mortgages, charges, guarantees,
indemnities and other instruments from time to time entered into in favour of
the Agent, the Security Trustee and/or the Banks by way of guarantee or other
assurance of and/or security for amounts owed to any of the Beneficiaries (as
defined or to be defined in the Debenture);

"SECURITY TRUST DEED" means the security trust deed to be entered into between
the Borrower, Telewest, the Original Charging Subsidiaries, the Original
Charging Partnerships, the Arrangers, the Banks, the Bond Providers referred to
therein, the Interest Rate Beneficiaries referred to therein, the Agent and the
Security Trustee;

"SECURITY TRUSTEE" means CIBC Wood Gundy plc of Cottons Centre, Cottons Lane,
London SE1 2QL and/or such other person as may be appointed as security trustee
pursuant to any Security Document (as the context requires);

"SENIOR SECURITIES" means the $300,000,000 95/8% senior debentures due 2006 and
$1,536,413,000 11% senior discount debentures due 2007 issued by Telewest on 3
October 1995;

"SHARE PLEDGES" means the share pledges to be entered into by certain Original
Charging Subsidiaries over the shares in those members of the TCN Group
incorporated in Scotland (other than those which are Original Non-Charging
Subsidiaries) in the agreed form;

"SIX MONTH PERIOD" means each period of six months ending on the last day of a
calendar month;

"SKY STANDARD CABLE OPERATOR AGREEMENTS" means the agreements referred to in
part B of Schedule 10;
<PAGE>

"SOUTH EAST LICENCES" means those licences of members of the TCN Group details
of which are set out in part F of schedule 9;

"STANDARD SECURITY" means the second ranking standard security to be entered
into by Scotcable (Motherwell) Limited in relation to Block 7, Goldie Road,
Bothwell Park Industrial Estate, Uddingston;

"STEP-IN RIGHTS AGREEMENT" means, in relation to any Non-Guaranteed Switch
Lease, a step-in rights agreement between the lessor, the lessee and the
Security Trustee, in substantially the form, mutatis mutandis (with such
amendments as the Security Trustee may approve) as the Nortel Step-in Rights
Agreement;

"STERLING" and "(POUND)" mean the lawful currency for the time being of the
United Kingdom and in respect of all payments to be made under this Agreement in
Sterling means immediately available, freely transferable cleared funds;

"SUBSCRIBER" means a person who has entered into an agreement (which has not
expired or been terminated) (a "SUBSCRIBER'S AGREEMENT") with a TCN Entity to be
provided with services by a TCN Entity through the operation of the Cable
Systems;

"SUBORDINATED DEBT" means, at any relevant time, all Indebtedness of the TCN
Entities owed to a Restricted Person;

"SUBSIDIARY" of a person means (a) any company or entity directly or indirectly
controlled by such person, for which purpose "control" means either ownership of
more than 50 per cent. of the voting share capital (or equivalent right of
ownership) of such company or entity or power to direct its policies and
management whether by contract or otherwise or the right to receive more than 50
per cent. of any distributions (of whatever nature) made in respect of the share
capital or other ownership interests of such company or entity and (b) in the
case of a company incorporated in England and Wales or Scotland, a Subsidiary
Undertaking;

"SUBSIDIARY UNDERTAKING" has the meaning given to such term in section 258
Companies Act 1985;

"SUBSTITUTE" has the meaning ascribed thereto in clause 17.4;

"SUBSTITUTION CERTIFICATE" means a certificate substantially in the form of
schedule 5;

"SUPPLEMENTAL DEED" means a deed supplemental to this Agreement, the Debenture
and certain of the other Security Documents executed, inter alios, by a
Subsidiary or Associated Partnership of the Borrower in the form of schedule 4
to the Debenture or in such other form as is agreed between the Agent and the
Borrower whereby such Subsidiary or Associated Partnership becomes a party to
this Agreement and any relevant Security Document as a Charging Subsidiary or
Charging Partnership, as the case may be;

"TAXES" includes all present and future taxes, levies, imposts, duties, fees or
charges of a similar nature together with interest thereon and penalties in
respect thereof and "Taxation" shall be construed accordingly;
<PAGE>

"TCI" means Tele-Communications, Inc. whose principal place of business is at
Terrace Tower II, 5619, DTC Parkway Englewood, Colorado, U.S.A.;

"TCN ENTITIES" means the Borrower, each Original Charging Subsidiary and each
Original Charging Partnership together with any company or partnership which is
or becomes a party to this Agreement and the relevant Security Documents
pursuant to clause 10.1(x);

"TCN FRANCHISES" means those areas in which the TCN Group is permitted to
operate cable television and cable telecommunications systems pursuant to the
Licences;

"TCN GROUP" means the Borrower, all its Subsidiaries and all its Associated
Partnerships from time to time;

"TELECOMMUNICATIONS AND CABLE LAWS" means the Telecommunications Act 1984, the
Cable and Broadcasting Act 1984, the Broadcasting Act 1990 and all other laws,
statutes, regulations and judgements relating to telecommunications or cable
television applicable to any member of the TCN Group, and/or the business
carried on by, any member of the TCN Group (for the avoidance of doubt, not
including laws, statutes, regulations or judgments relating solely to consumer
credit, data protection or intellectual property);

"TELEWEST" means Telewest Communications plc (No. 2983307);

"TELEWEST ASSIGNMENT" means the assignment by way of security to be entered into
by Telewest of Telewest's rights in and to the Subordinated Debt in the agreed
form;

"TELEWEST COMMUNICATIONS" means Telewest Communications Cable Limited (No.
2883742);

"TELEWEST GROUP" means Telewest, all its Subsidiaries and all its Associated
Partnerships;

"TELEWEST LEASE" means a Finance Lease of tangible and/or intangible assets by
Telewest where such assets are the subject of a sub-Finance Lease between
Telewest and a member of the TCN Group;

"TELEWEST/TCN LOAN AGREEMENT" means the loan agreement dated 21 May 1996
pursuant to which Telewest has made a loan to the Borrower in an amount of
(pound)399,739,534.58;

"TERM" means, in relation to a Revolving Advance, the period for which such
Revolving Advance is or is to be made, as specified in the Drawdown Notice or
Rollover Notice for such Revolving Advance, or as otherwise determined in
accordance with the provisions hereof;

"TERM ADVANCE" means, after the end of the Revolving Period, the advance deemed
to be made pursuant to clause 4.15 and any advance resulting from the division
and/or consolidation of any Term Advance in accordance with clause 4.15;

"TERM DATE" means, in relation to a Revolving Advance, the last day of the Term
of such Revolving Advance;

"TERM PERIOD" means the period from (and including) 1 January 2001 to (and
including) 31 December 2005;
<PAGE>

"TERM REPAYMENT DATE" means each of the dates referred to in clause 6.2;

"TOTAL COMMITMENTS" means at any relevant time the total of the Commitments of
all the Banks at such time;

"TOTAL TCN GROUP CASH PAYING DEBT" means that part of Total TCN Group Debt in
respect of which interest and any other charges (except expenses and any one-off
fees paid otherwise than in lieu of interest or discount) is currently paid or
payable;

"TOTAL TCN GROUP CASH PAYING DEBT INTEREST CHARGES" means, in relation to any
period, the total amount of all interest, fees and commissions accruing in
respect of Total TCN Group Cash Paying Debt during such period;

"TOTAL TCN GROUP DEBT" means the aggregate consolidated amount of all Borrowed
Money of the TCN Group less the amount of the loan made by Telewest to the
Borrower dated 21 May 1996 pursuant to the Telewest/TCN Loan Agreement;

"TOTAL TELEWEST GROUP CASH PAYING DEBT" means that part of Telewest Group Debt
in respect of which interest and any other charges (except expenses and any
one-off fees paid otherwise than in lieu of interest or discount) is currently
paid or payable;

"TOTAL TELEWEST GROUP CASH PAYING DEBT INTEREST CHARGES" means, in relation to
any period, the total amount of all interest, fees and commissions accruing in
respect of Total Telewest Group Cash Paying Debt during such period;

"TOTAL TELEWEST GROUP DEBT" means the aggregate consolidated amount of all
Borrowed Money of the Telewest Group;

"TRANCHE A" means that part of the Facility made available to the Borrower under
this Agreement which is referred to herein as such;

"TRANCHE A LOAN" means the aggregate principal amount of all Revolving Advances
made under Tranche A which are, at the relevant time, outstanding under Tranche
A;

"TRANCHE A REVOLVING PERIOD" means the period from (and including) the date
hereof to (and including) 30 September 1998;

"TRANCHE B" means that part of the Facility made available to the Borrower under
this Agreement which is referred to herein as such;

"TRANCHE B LOAN" means, at any time during the Revolving Period, the aggregate
principal amount of all Revolving Advances made under Tranche B which are, at
the relevant time, outstanding under Tranche B and, at any time after the
Tranche B Revolving Period, the aggregate principal amount of all Term Advances
outstanding under Tranche B;

"TRANCHE B REVOLVING PERIOD" means the period from (and including) 1 July 1996
to (and including) 31 December 2000;
<PAGE>

"ULTIMATE SHAREHOLDERS" means US WEST, TCI, Cox and SBC and "Ultimate
Shareholder" means any one of them; and

"US WEST" means US WEST, Inc. whose principal place of business is at 7800 East
Orchard Road, Englewood, Colorado 80111, U.S.A.

1.3        HEADINGS

Clause headings and the table of contents are inserted for convenience of
reference only and shall be ignored in the interpretation of this Agreement.

1.4      CONSTRUCTION OF CERTAIN TERMS

In this Agreement, unless the context otherwise requires:

(a)               reference to clauses and schedules are to be construed as
                  references to the clauses of, and schedules to, this Agreement
                  and references to this Agreement include its schedules;

(b)               reference to (or to any specified provision of) this Agreement
                  or any other document shall be construed as references to this
                  Agreement, that provision or that document as in force for the
                  time being and as from time to time amended in accordance with
                  the terms thereof, or, as the case may be, with the agreement
                  of the relevant parties and (where such consent is, by the
                  terms of this Agreement or the relevant document required to
                  be obtained as a condition to such amendment being permitted)
                  the prior written consent of the Agent, all of the Banks or
                  the Majority Banks (as the case may be);

(c)               reference to a "regulation" include any present or future
                  regulation, rule, directive, requirement, request or guideline
                  (whether or not having the force of law) of any agency,
                  authority, central bank or government department or any
                  self-regulatory or other national or supra-national authority;

(d)      words importing the plural shall include the singular and vice versa;

(e)      reference to a time of day are to London time;

(f)               references to a person shall be construed as including
                  references to an individual, firm, company, corporation,
                  unincorporated body of persons or any State or any agency
                  thereof and that person's successors in title;

(g)               reference to a document "in the agreed form" means in the form
                  of a draft of such document initialled by way of
                  identification by the Agent and the Borrower;

(h)               references to a "guarantee" include references to an indemnity
                  or other assurance against financial loss including, without
                  limitation, an obligation to purchase assets or services as a
<PAGE>
                  consequence of a default by any other person to pay any
                  Indebtedness and "guaranteed" shall be construed accordingly;

(i)               reference to "set-off" includes retention, compensation and
                  the balancing of accounts under Scots law;

(j)               references to any enactment shall be deemed to include
                  reference to such enactment as re-enacted, amended or
                  extended; and

(k)               references to "business" in relation to any member of the TCN
                  Group mean the construction, installation, operation and
                  utilisation of cable television and/or telecommunications
                  systems in the TCN Franchises and/or any business directly
                  related thereto and reasonably considered to be financially
                  beneficial to such business, and references to "ordinary
                  course of business" in relation to any member of the TCN Group
                  shall be similarly construed.

1.5      MAJORITY BANKS

Where this Agreement provides for any matter to be determined by reference to
the opinion of the Majority Banks or to be subject to the consent or request of
the Majority Banks or for any action to be taken on the instructions of the
Majority Banks, such opinion, consent, request or instructions shall (as between
the Banks) only be regarded as having been validly given or issued by the
Majority Banks if all of the Banks shall have received appropriate prior notice
of the matter on which such opinion, consent, request or instructions are
required to be obtained and the relevant majority of Banks shall have given or
issued such opinion, consent, request or instructions but the Borrower and each
other TCN Entity shall be entitled (and bound) to assume that such notice shall
have been duly received by each Bank and that the relevant majority shall have
been obtained to constitute Majority Banks whether or not this is in fact the
case.


1.6      AGENT'S OPINION

Where this Agreement provides for the Agent's opinion to determine whether any
matter would or is reasonably likely to have a Material Financial Adverse
Effect, a Material Adverse Effect and/or a material adverse effect, as the case
may be, the Agent shall act in accordance with the instructions of the Majority
Banks (acting reasonably) in making such determination.

1.7      BANK COMMITMENTS

For the purpose of the definition of "Majority Banks" in clause 1.2 and of
clause 18.10 references to the Commitment of a Bank shall, if the Total
Commitments have, at any relevant time, been reduced to zero, be deemed to be a
reference to the Commitment of that Bank immediately prior to such reduction to
zero.
<PAGE>

2.       THE FACILITY

2.1      AMOUNT

The Banks, relying upon each of the representations and warranties in clause 9
and in the Security Documents, agree to lend to the Borrower by way of Advances
upon and subject to the terms of this Agreement the principal sum of up to
(pound)1,200,000,000. The obligation of each Bank under this Agreement shall be
to contribute that proportion of each Advance which, as at the Drawdown Date of
such Advance, its Commitment bears to the Total Commitments.

2.2      OBLIGATIONS SEVERAL

The obligations of each Bank under this Agreement are several; the failure of
any Bank to perform such obligations shall not relieve any other Bank, the
Arrangers, the Agent, the Security Trustee or any TCN Entity of any of their
respective obligations or liabilities under this Agreement nor shall the Agent,
the Arrangers or the Security Trustee be responsible for the obligations of any
Bank (except for its own obligations, if any, as a Bank) nor shall any Bank be
responsible for the obligations of any other Bank under this Agreement.

2.3      INTERESTS SEVERAL

Notwithstanding any other term of this Agreement (but without prejudice to the
provisions of this Agreement relating to or requiring action by the Majority
Banks) the interests of the Agent, the Arrangers, the Security Trustee and the
Banks are several and the amount due to the Agent (for its own account), to each
Arranger, to the Security Trustee and to each Bank is a separate and independent
debt. The Agent, each Arranger, the Security Trustee and each Bank shall have
the right to protect and enforce its rights arising out of this Agreement and it
shall not be necessary for the Agent, any Arranger, the Security Trustee or any
Bank (as the case may be) to be joined as an additional party in any proceedings
for this purpose.

3.       CONDITIONS

3.1      DOCUMENTS AND EVIDENCE

The obligations of each Bank to make its Commitment available shall be subject
to the condition that the Agent, or its duly authorised representative, shall
have received the documents and evidence specified in schedule 3 in form and
substance satisfactory to all of the Banks not later than three Banking Days
before the day on which the Drawdown Notice in respect of the first Advance is
given. The Agent shall notify the Banks of receipt of such Drawdown Notice and
whether or not the form and substance of such documents are satisfactory to the
Agent.

3.2      GENERAL CONDITIONS PRECEDENT

The obligation of each Bank to contribute to any Advance is subject to the
further conditions that at the time of the giving of a Drawdown Notice for, and
at the time of the making of, such Advance:
<PAGE>

(a)               the representations and warranties referred to in clause 9.3,
                  including those deemed to be made by the Borrower pursuant to
                  such clause, being (subject as provided in clause 9.3) true
                  and correct as of each such time as if each was made with
                  respect to the facts and circumstances existing at such time;
                  and

(b)               no Default shall have occurred and be continuing which has not
                  been remedied or expressly waived or would result from the
                  making of such Advance.

3.3      WAIVER OF CONDITIONS PRECEDENT

The conditions specified in this clause 3 are inserted solely for the benefit of
the Banks and may be waived on their behalf in whole or in part and with or
without conditions by the Agent acting on the instructions of all of the Banks
in respect of the first Advance and on the instructions of the Majority Banks in
respect of subsequent Advances without prejudicing the right of the Agent acting
on such instructions to require fulfilment of such conditions in whole or in
part in respect of any other Advance.

4.       REVOLVING ADVANCES

TRANCHE A AND TRANCHE B

Subject to the terms and conditions of this Agreement, Revolving Advances may be
made, at the option of the Borrower, under either Tranche A or Tranche B.

4.2      MAXIMUM TRANCHE A OUTSTANDINGS

The aggregate principal amount of Revolving Advances outstanding under Tranche A
on any day falling within the period set out in column (1) below shall not
exceed the amount set out against such period in column (2) below and no
Revolving Advance shall be made under Tranche A if, following the making of such
Revolving Advance, such limit would be exceeded:

            (1)                                             (2)
          PERIOD                                 MAXIMUM AGGREGATE PRINCIPAL
                                                 AMOUNT OF REVOLVING ADVANCES
                                                       UNDER  TRANCHE A

 up to (but excluding) 31 March 1998               (pound)300,000,000

 from (and  including) 31 March 1998 to
 (and including) 30 September 1998                 (pound)100,000,000

 thereafter

                                                              nil

<PAGE>

MAXIMUM TRANCHE B OUTSTANDINGS

The aggregate principal amount of Revolving Advances outstanding under Tranche B
on any day falling within the period set out in column (1) below shall not
exceed the amount calculated by multiplying Consolidated Annualised TCN Group
Net Operating Cash Flow (determined by reference to the most recently delivered
Monthly Management Accounts) at such time by the number set out against such
period in column (2) below and no Revolving Advances shall be made under Tranche
B if, following the making of such Revolving Advance, such limit would be
exceeded:

           (1)                                                    (2)
          PERIOD                                     MULTIPLE  OF  CONSOLIDATED
                                                     ANNUALISED  TCN  GROUP NET
                                                     OPERATING CASH FLOW
 from  1  July,   1996  to  (and  including)  31                6.5
 December, 1998

 from (but excluding) 31 December,  1998 to (and                6.0
 including) 30 June, 1999

 from  (but  excluding)  30  June,  1999 to (and                5.0
 including) 31 December, 1999

 from (but excluding) 31 December,  1999 to (and                4.0
 including) 31 December, 2000

4.4      MAXIMUM AGGREGATE OUTSTANDING ADVANCES

The aggregate principal amount of the Loan shall not at any time exceed
(pound)1,200,000,000 and no RevoLVIng Advance shall be made under this Agreement
if, following the making of such Revolving Advance, such limit would be
exceeded.

4.5      DRAWDOWN

Subject to the terms and conditions of this Agreement a Revolving Advance will
be made to the Borrower following receipt by the Agent from the Borrower of a
Drawdown Notice signed by an Authorised Officer not later than 10 a.m. on the
second Banking Day before the proposed Drawdown Date. A Drawdown Notice shall be
effective on actual receipt by the Agent and, once given, shall, subject as
provided in clause 5.10(a), be irrevocable. No Drawdown Notice may be given in
respect of an amount which is the subject of a notice received by the Agent
under clause 6.9.
<PAGE>

4.6      ROLLOVER

Subject to the terms and conditions of this Agreement, if the Borrower wishes to
draw a Revolving Advance under Tranche A or Tranche B on any day (the "RELEVANT
DAY") of an amount of not more than the amount of a Revolving Advance which is
due to be repaid on the Relevant Day in accordance with clause 4.13, the
Borrower shall not be obliged to serve a Drawdown Notice in relation to such new
Revolving Advance but may serve a Rollover Notice signed by an Authorised
Officer specifying the amount of the new Revolving Advance and the Term thereof
and whether such new Revolving Advance is to be made under Tranche A or Tranche
B. A Rollover Notice shall be effective on actual receipt by the Agent (which
must be no later than 10 a.m. on the second Banking Day before the Relevant Day)
and, once given, shall, subject as provided in clause 5.10(a), be irrevocable.
No Rollover Notice may be given in respect of an amount which is the subject of
a notice received by the Agent under clause 6.9.

4.7      NO ROLLOVER NOTICE

If the Agent does not receive a Rollover Notice from the Borrower in accordance
with clause 4.6 in respect of a new Revolving Advance under either Tranche A or
Tranche B to be made on the Term Date of a Revolving Advance outstanding to the
Borrower then, subject to the terms and conditions of this Agreement (including
without limitation clauses 4.2, 4.3 and 4.4), a Revolving Advance of an amount
equal to the amount of the Revolving Advance due to be repaid shall be made to
the Borrower under Tranche A, if the Revolving Advance due to be repaid was
outstanding under Tranche A, or under Tranche B, if the Revolving Advance due to
be repaid was outstanding under Tranche B on such Term Date for a Term of one
month or such other period as shall comply with clause 4.10 unless the amount of
such Revolving Advance is the subject of a notice received by the Agent under
clause 6.9.

4.8      CONVERSION TO TRANCHE A

The Borrower may at any time during the Tranche A Revolving Period convert all
or any of the outstanding Revolving Advances made to the Borrower under Tranche
B so that such Revolving Advances are outstanding under Tranche A, in each case
with effect from the relevant Conversion Date, following receipt by the Agent of
a Conversion Notice signed by an Authorised Officer not later than 10 a.m. on
the second Banking Day before the proposed Conversion Date. A Conversion Notice
under this clause 4.8 shall be effective on actual receipt by the Agent and once
given shall be irrevocable. Each Conversion Notice given under this clause 4.8
shall contain a confirmation that, on the relevant Conversion Date, the Borrower
will be in compliance with the provisions of clause 4.2, having taken into
account such conversion. No Tranche B Advance may be converted to a Tranche A
Advance if either (i) such Tranche B Advance became a Tranche B Advance as a
result of conversion from a Tranche A Advance during the then current Interest
Period or (ii) the most recent conversion of a Tranche B Advance to a Tranche A
Advance took place within one month prior to the date of the proposed conversion
(but this proviso (ii) shall not restrict the conversion of more than one
Tranche B Advance to a Tranche A Advance on any one day).

4.9      CONVERSION TO TRANCHE B

The Borrower may at any time during the Tranche A Revolving Period convert all
or any of the outstanding Revolving Advances made to the Borrower under Tranche
A so that such Revolving Advances are outstanding under Tranche B with effect
<PAGE>

from the relevant Conversion Date, following receipt by the Agent of a
Conversion Notice signed by an Authorised Officer not later than 10 a.m. on the
second Banking Day before the proposed Conversion Date. A Conversion Notice
under this clause 4.9 shall be effective on actual receipt by the Agent and once
given shall be irrevocable. Each Conversion Notice under this clause 4.9 shall
contain a confirmation that, on the relevant Conversion Date, the Borrower will
be in compliance with the provisions of clause 4.3, having taken into account
such conversion. No Tranche A Advance may be converted to a Tranche B Advance if
either (i) such Tranche A Advance became a Tranche A Advance as a result of
conversion from a Tranche B Advance during the then current Interest Period or
(ii) the most recent conversion of a Tranche A Advance to a Tranche B Advance
took place within one month prior to the date of the proposed conversion (but
this proviso (ii) shall not restrict the conversion of more than one Tranche A
Advance to a Tranche B Advance on any one day).

4.10     TERM AND AMOUNT OF REVOLVING ADVANCES

        (a)     Revolving Advances may be made only on Banking Days falling
                within, in the case of Revolving Advances made under Tranche A,
                the Tranche A Revolving Period or, in the case of Revolving
                Advances made under Tranche B, the Tranche B Revolving Period,
                and may be borrowed only for a Term of one month or two, three
                or six months or (with the prior agreement of all of the Banks)
                any other period in any such case ending not later than the last
                day of the Relevant Revolving Period Provided that any Revolving
                Advances made less than one month prior to the last day of the
                Relevant Revolving Period may only be borrowed for the period up
                to and ending on such date;

        (b)     each Revolving Advance shall be of either (i) (pound)10,000,000
                or any larger sum which IS an integral multiple of
                (pound)5,000,000 or (ii) the remaining available facility under
                Tranche A or Tranche B (as applicable);

        (c)     no Revolving Advance may be drawn down under Tranche A and no
                Revolving Advance drawn down under Tranche B may be converted to
                Tranche A on any day if the making of such Revolving Advance or
                such conversion would cause the limits contained in either
                clause 4.2 or clause 4.4 to be exceeded;

        (d)     no Revolving Advance may be drawn down under Tranche B and no
                Revolving Advance drawn down under Tranche A may be converted to
                Tranche B on any day if the making of such Revolving Advance or
                such conversion would cause the limits contained in either
                clause 4.3 or clause 4.4 to be exceeded; and

        (e)     no Revolving Advance may be drawn down if, as a result, there
                would be more than eight Revolving Advances then outstanding.

4.11     NOTIFICATION TO BANKS

On the date of receipt of a Drawdown Notice or a Rollover Notice complying with
the terms of this Agreement or if a Revolving Advance is otherwise to be made in
accordance with clause 4.7 the Agent shall notify each Bank thereof, of the date
on which such Revolving Advance is to be made, the Term thereof, whether such
Revolving Advance is to be made under Tranche A or Tranche B. Subject to the
provisions of clauses 3 and 4.13, on the date for the making of the relevant
Revolving Advance each of the Banks shall make available to the Agent its
portion of such Revolving Advance in accordance with clause 8.2. On the date of
receipt of a Conversion Notice complying with the terms of this Agreement the
Agent shall notify each Bank thereof and of the Conversion Date and whether
under Tranche A or Tranche B and the amount which is the subject of such
Conversion Notice.
<PAGE>

4.12


         TERMINATION OF COMMITMENTS

Any part of the Commitments undrawn and uncancelled in respect of Tranche B at
the end of the Tranche B Revolving Period or, in respect of Tranche A at the end
of the Tranche A Revolving Period, shall thereupon be automatically reduced to
zero.

4.13     REPAYMENT OF REVOLVING ADVANCES

The Borrower agrees to repay each Revolving Advance in respect of which the Term
Date is before the last day of the Relevant Revolving Period on such Term Date.
If a Revolving Advance (the "NEW REVOLVING ADVANCE") is to be made to the
Borrower on a day on which another Revolving Advance made to the Borrower (the
"MATURING REVOLVING ADVANCE") is due to be repaid then, subject to the terms of
this Agreement and so long as the conditions referred to in clause 3.2 shall
have been satisfied in relation to the new Revolving Advance, (i) the maturing
Revolving Advance shall be deemed to have been repaid on its Term Date either in
whole (if the new Revolving Advance is equal to or greater than the maturing
Revolving Advance) or in part (if the new Revolving Advance is less than the
maturing Revolving Advance) and the Borrower shall only be obliged to repay the
principal amount by which the maturing Revolving Advance exceeds the new
Revolving Advance and (ii) to the extent that the maturing Revolving Advance is
so deemed to have been repaid, the principal amount of the new Revolving Advance
to be made on such date shall be deemed to have been credited to the account of
the Borrower by the Agent on behalf of the Banks in accordance with the terms of
this Agreement and the Banks shall only be obliged to make available to the
Borrower pursuant to clause 4.11 a principal amount (if any) equal to the amount
by which the new Revolving Advance exceeds the maturing Revolving Advance.

4.14     CONVERSION TO A TERM LOAN

On the last day of the Tranche B Revolving Period the revolving credit facility
made available under Tranche B shall convert to a term loan and all outstanding
Revolving Advances the Term Date of which is the last day of the Revolving
Period shall be consolidated with any other such Revolving Advances into the
Loan and be repaid in accordance with clause 6.

4.15     TERM ADVANCES

Following the consolidation referred to in clause 4.14, all Revolving Advances
shall be deemed to have been repaid and the Loan shall be deemed to be a Term
Advance for the purposes of this Agreement. The Borrower may by notice received
by the Agent not later than 10 a.m. on the second Banking Day before the
beginning of each Interest Period in respect of a Term Advance specify that such
Term Advance shall be divided into more than one Term Advance, or consolidated
with any other Term Advance outstanding in respect of the Loan in respect of
which the then current Interest Period ends on the same day as the current
Interest Period in respect of such Term Advance. No more than 12 Term Advances
may be outstanding under this Agreement at any time. If more than one Term
Advance is outstanding in respect of the Loan each such Term Advance shall be
either (pound)10,000,000 or any larger sum which is an integral multiple of
(pound)5,000,000 or the balance of the Loan.
<PAGE>

5.       INTEREST AND INTEREST PERIODS; ALTERNATIVE INTEREST RATES

5.1      NORMAL INTEREST RATES

The Borrower agrees to pay interest on each Advance in respect of each Interest
Period relating thereto on each Interest Payment Date at the rate per annum
determined by the Agent to be the aggregate of (a) the applicable Margin, (b)
the Additional Cost and (c) LIBOR.

5.2      TRANCHE A MARGIN

The Margin in relation to any Revolving Advance made under Tranche A shall be
2.25 per cent. per annum.

5.3      TRANCHE B MARGIN

The Margin in relation to any Revolving Advance made under Tranche B and any
Term Advance shall (subject to the proviso below) be the rate set out in column
(1) below against the ratio of Total TCN Group Cash Paying Debt to Consolidated
Annualised TCN Group Net Operating Cash Flow set out in column (2) below as
shown in the most recently delivered Monthly Management Accounts (or, after the
end of the Revolving Period, the most recently delivered Quarterly Management
Accounts or Monthly Management Accounts) of the TCN Group delivered to the Agent
under this Agreement prior to the first day of the relevant Interest Period:

<TABLE>
<CAPTION>
                      (1)                                                             (2)
                  RATE (PER CENT.                            RATIO  OF  TOTAL  TCN  GROUP  CASH   PAYING   DEBT  TO
                  PER ANNUM)                                 CONSOLIDATED  ANNUALISED  TCN GROUP NET OPERATING CASH
                                                             FLOW
<S>                                                         <C>
                  1.875                                      greater than or equal to 6.0

                  1.500                                      less than 6.0 but greater than or equal to 4.5

                  1.000                                      less than 4.5 but greater than or equal to 3.0

                  0.500                                      less than 3.0
</TABLE>

provided that if on the first day of the relevant Interest Period the Borrower
has failed to deliver any relevant financial statements then due under this
Agreement within the time period for the Borrower so to deliver such financial
statements, then the Margin for such Advance during such Interest Period shall
from (and including) the last day upon which such financial statements were due
to (but excluding) the date of delivery of such financial statements be 1.875
per cent. per annum.
<PAGE>
5.4       Conversion Margin

In respect of any Interest Period during which a Revolving Advance is converted
from Tranche A to Tranche B (or vice versa) the Margin for that part of the
Interest Period that the Revolving Advance was outstanding under Tranche A shall
be determined in accordance with clause 5.2 and the Margin for that part of the
Interest Period that the Revolving Advance was outstanding under Tranche B was
outstanding shall be determined in accordance with clause 5.3.

5.5       Interest Periods

The Interest Period in relation to each Revolving Advance shall be of a duration
equal to the Term of such Revolving Advance. Interest Periods in respect of Term
Advances shall be of a duration determined in accordance with clauses 5.6 and
5.7.

5.6       Selection of Interest Periods for Term Advances

The Borrower may by notice received by the Agent not later than 11 a.m. on the
second Banking Day before the beginning of each Interest Period in respect of a
Term Advance specify whether such Interest Period shall have a duration of one
month or two, three or six months or (with the prior agreement of all of the
Banks) any other period.

5.7       Determination of Interest Periods for Term Advances

Every Interest Period in respect of a Term Advance shall be of the duration
specified by the Borrower pursuant to clause 5.6 but so that:

     (a)  the initial Interest Period in respect of each Term Advance will
          commence on the last day of the Tranche B Revolving Period and each
          subsequent Interest Period in respect of such Term Advance will
          commence forthwith upon the expiry of the previous Interest Period in
          respect of such Term Advance;

     (b)  Interest Periods in respect of Term Advances of an aggregate amount at
          least equal to the amount of the Loan to be repaid on any Term
          Repayment Date shall end on such date; and

     (c)  if the Borrower fails to specify the duration of an Interest Period in
          accordance with the provisions of clause 5.6 and this clause 5.7 such
          Interest Period shall, subject to this clause 5.7, have a duration of
          one month.

5.8       Default interest

If the Borrower fails to pay any sum (including, without limitation, any sum
payable pursuant to this clause 5.8) on its due date for payment under this
Agreement the Borrower agrees to pay interest on such sum from the due date up
to the date of actual payment (as well after as before judgment) at a rate
determined by the Agent pursuant to this clause 5.8. The period beginning on
such due date and ending on such date of payment shall be divided into
successive periods of not more than three months as selected by the Agent (after
consultation with the Banks) each of which (other than the first, which shall
commence on such due date) shall commence on the last day of the preceding such
period. The rate of interest applicable to each such period shall be the
aggregate (as determined by the Agent) of (a) one per cent. per annum, (b) the
<PAGE>

Margin, (c) the Additional Cost and (d) LIBOR, provided that if such unpaid sum
is all or part of an Advance which shall have become due and payable prior to
the last day of the then current Interest Period relating thereto, the first
such period selected by the Agent shall end on the last day of such Interest
Period and interest shall be payable on such unpaid sum during such period at a
rate one per cent. above the rate applicable thereto immediately before it
became due. Default interest under this clause 5.8 shall be due and payable on
the last day of each period determined by the Agent pursuant to this clause 5.8
or, if earlier, on the date on which the sum in respect of which such default
interest is accruing shall actually be paid. If, for the reasons specified in
clause 5.10(a)(i) or (ii), the Agent is unable to determine a rate in accordance
with the foregoing provisions of this clause 5.8 each Bank shall promptly notify
the Agent of the cost of funds to such Bank and interest on any sum not paid on
its due date for payment shall be calculated for each Bank at a rate determined
by the Agent to be one per cent. per annum above the aggregate of the Margin and
the cost of funds (including Additional Cost) to such Bank.

5.9       Notification of Interest Periods and interest rate

The Agent shall notify the Borrower and the Banks promptly of the amount of each
Term Advance, the duration of each Interest Period or other period for the
calculation of interest (or, as the case may be, default interest) and of each
rate of interest determined by it under this clause 5.

5.10      Market disruption; non-availability

     (a)  If and whenever, at any time prior to the commencement of any Interest
          Period:

               (i)  the Agent shall have determined (which determination shall,
                    in the absence of manifest error, be conclusive), that
                    adequate and fair means do not exist for ascertaining LIBOR
                    during such Interest Period; or

               (ii) none or only one of the Reference Banks supplies the Agent
                    with a quotation for calculating LIBOR; or

               (iii)the Agent shall have received notification from Banks with
                    Contributions aggregating not less than one-third of the
                    Loan that deposits in Sterling are not available to such
                    Banks in the London Interbank Market in the ordinary course
                    of business in sufficient amounts to fund their
                    contributions to the relevant Advance for such Interest
                    Period or that LIBOR does not accurately reflect the cost to
                    such Banks of obtaining such deposits;

                the Agent shall forthwith give notice (a "Determination Notice")
          thereof to the Borrower and to each of the Banks. A Determination
          Notice shall contain particulars of the relevant circumstances giving
          rise to its issue. After the giving of any Determination Notice the
          undrawn amount of the Commitments of all of the Banks shall not be
          borrowed until notice to the contrary is given to the Borrower by the
          Agent.

     (b)  During the period of 10 days after any Determination
          Notice has been given by the Agent under clause 5.10(a), (i)
          if the Borrower so requires, the Borrower and the Agent and
          each affected Bank shall enter into negotiations with a view
          to agreeing a substitute basis for determining the rates of
<PAGE>

          interest from time to time applicable to the Advances
          thereafter and any such substitute basis that is agreed shall
          take effect in accordance with its terms; and (ii) if no
          substitute basis has been agreed between the Borrower, the
          Agent and each affected Bank pursuant to paragraph (i) above,
          each affected Bank shall certify a substitute basis for
          funding its contribution to the relevant Advance.  Such
          substitute basis may (without limitation) include alternative
          interest periods, alternative currencies or alternative rates
          of interest but shall include a margin above the cost of funds
          including Additional Cost, if any, to such Bank equivalent to
          the Margin for the relevant Interest Period determined in
          accordance with clauses 5.2 and 5.3 (as applicable).

                Each substitute basis so agreed in accordance with (i) or,
          failing such agreement, certified in accordance with (ii) shall be
          binding upon the Borrower, the Agent and (in the case of (i)) each
          Bank and (in the case of (ii)) each affected Bank and shall take
          effect in accordance with its terms from the date specified in the
          Determination Notice.

5.11      Reference Bank quotations

If any Reference Bank is unable or otherwise fails to furnish a quotation for
the purpose of calculating LIBOR the interest rate shall be determined, subject
to clause 5.10, on the basis of the quotations furnished by the remaining
Reference Banks.

6.         Repayment, prepayment and cancellation   Repayment,
prepayment and cancellation

6.1       Repayment of the Tranche A Loan

The Borrower agrees to repay the outstanding amount of the Tranche A Loan on or
before 30 September 1998.

6.2       Repayment of the Tranche B Loan

The Borrower agrees to repay the Tranche B Loan in instalments on each date
specified in column (1) below and in the proportion of the Tranche B Loan
outstanding at the end of the Tranche B Revolving Period specified opposite the
relevant date in column (2) below.

                (1)                        (2)
                Date                 Proportion

          31 December 2001              5.00%
          31 March 2002                 5.00%
          30 June 2002                  5.00%
          30 September 2002             5.00%
          31 December 2002              5.00%
          31 March 2003                 6.25%
          30 June 2003                  6.25%
          30 September 2003             6.25%
          31 December 2003              6.25%
          31 March 2004                 6.25%
          30 June 2004                  6.25%
          30 September 2004             6.25%
          31 December 2004              6.25%
          31 March 2005                 6.25%
          30 June 2005                  6.25%
          30 September 2005             6.25%
          31 December 2005              6.25%
<PAGE>

6.3       Voluntary prepayment

The Borrower may prepay any Advance in whole or in part (being oe10,000,000 or
any larger sum which is an integral multiple of oe5,000,000) at any time.

6.4       Additional voluntary prepayment

The Borrower may also prepay (in whole but not in part only), without premium or
penalty, but without prejudice to its obligations under clauses 5.10, 8.7 and
15.2:

     (a)  the Contribution of any Bank to which the Borrower shall have become
          obliged to pay additional amounts under clause 8.7 or 15.2;

     (b)  any Bank's Contribution to which a substitute basis applies by virtue
          of clause 5.10(b); or

     (c)  the Contribution of any Bank if it is or becomes contrary to any law
          or regulation for that Bank to contribute to Advances or to maintain
          its Commitment or fund or maintain its Contribution.

Upon any notice of such prepayment being given, the Commitment of the relevant
Bank shall be reduced to zero.

6.5       Mandatory Prepayment

(a)  The  Borrower shall apply, or procure the application of,
     50 per cent. of Excess Cash Flow (if any) in respect of each
     of the Six Month Periods of the Borrower ending on 30 June and
     31 December in each year (commencing with the Six Month Period
     ending 30 June 2001) in prepayment of the Loan provided that
     the firstoe10,000,000 which the Borrower would, but for this
     proviso,  have  been obliged so to apply or  procure  the
     application of may be retained by the Borrower (but without
     prejudice to the operation of this clause 6.5(a) in respect of
     all other relevant amounts).

(b)  Each prepayment to be made under paragraph (a) above shall:

               (i) be made on Interest Payment Dates falling after the date upon
               which the Quarterly Management Accounts in respect of the
               Quarterly Period ending on the last day of the relevant Six Month
               Period are delivered to the Agent pursuant to clause 10.1(g),
               beginning with the first such date and continuing until the
<PAGE>

               prepayment obligation under paragraph (a) above in respect of
               such Six Month Period has been satisfied; and

               (ii) if on any Interest Payment Date upon which an amount of
               Excess Cash Flow is to be applied in prepayment of the Loan:

                          (1) such amount is less than the amount of the
                    Advances whose Interest Period ends on such date, the
                    Borrower may select against which Advance or Advances the
                    prepayment is to be made and the proportion of the relevant
                    amount to be prepaid on each Advance but shall ensure that
                    the full amount of such Excess Cash Flow required to be
                    applied is so applied in prepayment;

                          (2) such amount is equal to or greater than the amount
                    of the Advances whose Interest Period ends on such date, the
                    Borrower shall prepay each such Advance on such date.

(c)  The  Borrower's obligations under paragraphs (a) and  (b)
     above shall cease in respect of the relevant Six Month Period
     and all future Six Month Periods if, in respect of each of two
     consecutive Six Month Periods, Total TCN Group Debt on the
     last day of the relevant Six Month Period is less than 3.5
     times Consolidated Annualised TCN Group Net Operating Cashflow
     calculated by reference to such Six Month Period, each as
     demonstrated in the Compliance Certificate for the Quarterly
     Period  ending on the last day of the relevant Six  Month
     Period.

(d)  If  the  Compliance Certificate for one Quarterly  Period
     demonstrates that Total TCN Group Debt on the relevant Quarter
     Day is less than 3.5 times Consolidated Annualised TCN Group
     Net Operating Cashflow calculated by reference to the Six
     Month Period ending on such Quarter Day, then the Borrower's
     obligations under paragraphs (a) and (b) above  shall  be
     suspended  until the delivery of the Quarterly Management
     Accounts for the subsequent Quarterly Period (the "Subsequent
     Accounts") are delivered. If the Compliance Certificate in
     respect of that subsequent Quarterly Period also demonstrates
     that Total TCN Group Debt on the relevant Quarter Day is less
     than 3.5 times Consolidated Annualised TCN Group Net Operating
     Cashflow calculated by reference to the Six Month  Period
     ending on such subsequent Quarter Day then such suspended
     obligations shall be extinguished; if not, then such suspended
     obligations shall take effect as of the date of delivery of
     the  Subsequent Accounts but otherwise in accordance with
     paragraphs (a) and (b) above.

6.6       Application of prepayments to repayment instalments

Any amounts prepaid pursuant to this Agreement in respect of the Tranche B Loan
after the end of the Tranche B Revolving Period shall be applied against the
repayment instalments calculated pursuant to clause 6.2 pro rata to such
instalments.

6.7       Amounts payable on prepayment

Any prepayment under this Agreement shall be made together with: (a) accrued
interest to the date of prepayment (calculated, in the case of any prepayment of
a Bank's Contribution pursuant to clause 6.4(b), and in respect of the period
during which the relevant substitute basis has applied by virtue of clause
<PAGE>

5.10(b), at a rate per annum equal to the rate certified by such Bank in
accordance with clause 5.10(b)); (b) any additional amount payable under clause
8.7 or 15.2; and (c) all other sums payable by the Borrower to the relevant Bank
or the Banks (as the case may be) under this Agreement including, without
limitation, any accrued commitment commission payable under clause 7.1(c) and
any amounts payable under clause 14.

6.8       Notice of prepayment

No prepayment may be effected unless the Borrower shall have given the Agent at
least two Banking Days' notice of its intention to make such prepayment. Every
notice of prepayment shall be effective only on actual receipt by the Agent,
shall be irrevocable and shall oblige the Borrower to make such prepayment on
the date specified. No amount prepaid after the end of the Tranche B Revolving
Period may be reborrowed. The Borrower may not prepay the Loan or any part
thereof save as expressly provided in this Agreement.

6.9       Cancellation of Commitments

The Borrower may at any time by notice to the Agent (effective only on actual
receipt) cancel with effect from a date not less than two Banking Days after the
receipt by the Agent of such notice the whole or any part (being oe10,000,000 or
any larger sum which is an integral multiple of oe5,000,000) of the total of the
Commitments of all of the Banks which is not then outstanding or requested in a
Drawdown Notice in respect of which an Advance has not then been made. Any such
notice of cancellation, once given, shall be irrevocable and upon such
cancellation taking effect the Commitment of each of the Banks shall be reduced
proportionately.

7.        Fees and expenses   Fees and expenses

7.1       Fees

The Borrower agrees to pay to the Agent whether or not any part of the
Commitments is ever advanced:

     (a)  Front end fee

                on the earlier of (i) the date of the first Revolving Advance
          and (ii) the date falling 7 days after the date of this Agreement, for
          the account of the Arrangers, an up-front fee of an amount agreed
          between the Borrower and the Arrangers and set out in a letter of even
          date herewith;

     (b)  Agency fee

                on the earlier of (i) the date of the first Advance and (ii) the
          date falling 7 days after the date of this Agreement and on each
          anniversary of the date of this Agreement until all moneys owing under
          this Agreement have been paid in full, for the account of the Agent,
          an agency fee of an amount agreed between the Borrower and the Agent
          and set out in a letter of even date herewith; and
<PAGE>

     (c)  Commitment commission

                in arrears on each Quarter Day after the date of this Agreement
          and on the last day of the Revolving Period, for the account of each
          Bank, commitment commission computed from the date of this Agreement
          at the rate of 0.35 per cent. per annum on the daily undrawn and
          uncancelled amount of such Bank's Commitment provided that commitment
          commission shall cease to be payable to any Bank which shall be in
          breach of its obligation to make Revolving Advances under this
          Agreement with effect from the date of such breach and for so long as
          such breach is continuing.

7.2       Expenses

The Borrower agrees to pay to the Agent within 30 days from the date on which
the Agent makes demand on the Borrower for payment of the same:

     (a)  all reasonable out-of-pocket expenses (including legal,
          other professional, printing and out-of-pocket expenses)
          incurred by the Agent, the Arrangers and the Security Trustee
          in connection with the negotiation, preparation (including
          reasonable due diligence), syndication and execution of this
          Agreement and the Security Documents and of any amendment or
          extension of or the granting of any waiver or consent under
          this Agreement or any Security Document together with interest
          at the rate referred to in clause 5.8 from the date falling 30
          days after the date of demand for payment of such expenses to
          the date of payment (as well after as before judgment); and

     (b)  all expenses (including legal and out-of-pocket expenses)
          incurred by the Agent, the Arrangers, the Security Trustee and
          the Banks or any of them in contemplation of, or otherwise in
          connection with, the enforcement of, or preservation of any
          rights under, this Agreement or any Security Document, or
          otherwise in respect of the moneys owing under this Agreement,
          together with interest at the rate referred to in clause 5.8
          from the date falling 30 days after the date of demand for
          payment of such expenses to the date of payment (as well after
          as before judgment).

7.3       Value Added Tax

All fees and expenses payable pursuant to this clause 7 shall be paid together
with Value Added Tax (if any) properly chargeable thereon.

7.4       Stamp and other duties

The Borrower agrees (i) to pay all stamp, documentary, registration or other
like duties or taxes (including any duties or taxes payable by the Agent, the
Arrangers, the Security Trustee and the Banks) imposed on or in connection with
this Agreement, any Security Document or the Loan and (ii) to indemnify the
Agent, the Arrangers, the Security Trustee and the Banks against any liability
arising by reason of any delay or omission by the Borrower to pay such duties or
taxes.
<PAGE>

8. Payments and Taxes; accounts and calculations Payments and Taxes; accounts
and calculations

8.1        No  set-off  or counterclaim; distribution  to  the
Banks

All payments to be made by the Borrower under this Agreement shall be made in
full, without any set-off or counterclaim whatsoever and, subject as provided in
clause 8.7, free and clear of any deductions or withholdings, in Sterling on the
due date to the account of the Agent at such bank in London as the Agent may
from time to time specify for this purpose. Save as otherwise expressly provided
by this Agreement such payments shall be for the account of the Banks and the
Agent shall forthwith distribute such payments in like funds as are received by
the Agent to the Banks rateably in accordance with their Commitments and/or
Contributions, as the case may be.

8.2       Payments by the Banks

All sums to be advanced by the Banks to the Borrower under this Agreement shall
be remitted in Sterling on the date of the relevant Advance to the account of
the Agent at such bank in London as the Agent may have notified to the Banks and
shall be paid by the Agent on such date in like funds as are received by the
Agent to the account of the Borrower specified in the relevant Drawdown Notice.

8.3       Agent may assume receipt

Where any sum is to be paid under this Agreement to the Agent for the account of
another person, the Agent may assume that the payment will be made when due and
may (but shall not be obliged to) make such sum available to the person so
entitled. If it proves to be the case that such payment was not made to the
Agent, then the person to whom such sum was so made available shall on request
refund such sum to the Agent together with interest thereon sufficient to
compensate the Agent for the cost of making available such sum up to the date of
such repayment and the person by whom such sum was payable shall indemnify the
Agent for any and all loss or expense which the Agent may sustain or incur as a
consequence of such sum not having been paid on its due date.

8.4       Non-Banking Days

When any payment under this Agreement would otherwise be due on a day which is
not a Banking Day, the due date for payment shall be extended to the next
following Banking Day unless such Banking Day falls in the next calendar month
in which case payment shall be made on the immediately preceding Banking Day. If
any date or day specifically referred to in this Agreement (being a date for the
making of any payment under this Agreement) is not a Banking Day all references
thereto shall be deemed to be references to the immediately preceding Banking
Day.

8.5       Calculations

All interest and other payments of an annual nature under this Agreement or to
be calculated on an annual basis shall accrue from day to day and be calculated
on the basis of actual days elapsed and a 365 day year.
<PAGE>

8.6       Certificates conclusive

Any certificate or determination of the Agent, any Arranger, the Security
Trustee or any Bank as to any rate of interest or any amount payable under this
Agreement shall, in the absence of manifest error, be conclusive and binding on
each TCN Entity and (in the case of a certificate or determination by the Agent)
on the Banks.

8.7       Grossing-up for Taxes

If at any time the Borrower is required to make any deduction or withholding in
respect of Taxes from any payment due under this Agreement for the account of
any Bank, any Arranger, the Security Trustee or the Agent (or if the Agent is
required to make any such deduction or withholding from a payment to any
Arranger, the Security Trustee or a Bank), the sum due from the Borrower in
respect of such payment shall, subject to clause 8.8, be increased to the extent
necessary to ensure that, after the making of such deduction or withholding,
each Bank, any Arranger, the Security Trustee and the Agent receives on the due
date for such payment (and retains, free from any liability in respect of such
deduction or withholding) a net sum equal to the sum which it would have
received had no such deduction or withholding been required to be made and the
Borrower shall indemnify each Bank, each Arranger, the Security Trustee and the
Agent against any losses or costs incurred by any of them by reason of any
failure of the Borrower to make any such deduction or withholding or by reason
of any increased payment not being made on the due date for such payment. The
Borrower shall promptly deliver to the Agent copies of (or, where required,
originals of) any receipts, certificates or other proof evidencing the amounts
(if any) paid or payable in respect of any deduction or withholding as
aforesaid.

8.8       Qualifying Banks

Each Bank agrees promptly to notify the Borrower if it ceases to be a Qualifying
Bank. If any Bank is not or ceases to be a Qualifying Bank, then (save in
circumstances where such Bank has ceased to be a Qualifying Bank by reason of
any change in any law, directive or regulation or in its application or
interpretation, in each case taking effect after the date of this Agreement) the
Borrower shall not be liable to pay to that bank under clause 8.7 any sum in
excess of the sum it would have been obliged to pay if that Bank had been, or
had not ceased to be, a Qualifying Bank.

8.9       Claw-back of Tax benefit

If following any such deduction or withholding as is referred to in clause 8.7
from any payment by the Borrower, the Agent, any Arranger, the Security Trustee
or any Bank shall receive or be granted a credit against or remission for any
taxes payable by it, the Agent, any Arranger, the Security Trustee or such Bank
shall, subject to the Borrower having made any increased payment in accordance
with clause 8.7 and to the extent that the Agent, such Arranger, the Security
Trustee or such Bank can do so without prejudicing the retention of the amount
of such credit or remission and without prejudice to the right of the Agent,
such Arranger, the Security Trustee or such Bank to obtain any other relief or
allowance which may be available to it, reimburse the Borrower with such amount
as the Agent, such Arranger, the Security Trustee or such Bank shall in its
absolute discretion certify to be the proportion of such credit or remission as
will leave the Agent, such Arranger, the Security Trustee or such Bank (after
such reimbursement) in no worse position than it would have been in had there
been no such deduction or withholding from the payment by the Borrower as
<PAGE>

aforesaid. Such reimbursement shall be made forthwith upon the Agent, such
Arranger, the Security Trustee or such Bank certifying that the amount of such
credit or remission has been received by it provided that the Agent, the
relevant Arranger, the Security Trustee or the relevant Bank shall not
unreasonably delay before so certifying. Nothing contained in this Agreement
shall oblige the Agent, any Arranger, the Security Trustee or any Bank to
disclose to the Borrower, any other TCN Entity or any other person any
information regarding its tax affairs or tax computations or interfere with the
right of the Agent, such Arranger, the Security Trustee or such Bank to arrange
its tax affairs in whatever manner it thinks fit and, in particular, none of the
Agent, the Arrangers, the Security Trustee or the Banks shall be under any
obligation to claim relief from its corporate profits, tax liability or similar
tax liabilities in respect of such tax in priority to any other claims, reliefs,
credits or deductions available to it. Without prejudice to the generality of
the foregoing, none of the Borrower or any other TCN Entity shall by virtue of
this clause 8.9, be entitled to enquire about the Agent's, any Arranger's, the
Security Trustee's or any Bank's tax affairs.

8.10      Bank accounts

Each Bank shall maintain, in accordance with its usual practices, an account or
accounts evidencing the amounts from time to time lent by, owing to and paid to
it under this Agreement. The Agent shall maintain a control account showing the
Loan and other sums owing by the Borrower under this Agreement and all payments
in respect thereof made by the Borrower from time to time. The control account
shall be prima facie evidence as to the amount from time to time owing by the
Borrower under this Agreement.

8.11      Partial payments

If, on any date on which a payment is due to be made by the Borrower under this
Agreement, the amount received by the Agent from the Borrower falls short of the
total amount of the payment due to be made by the Borrower on such date then,
without prejudice to any rights or remedies available to the Agent and the Banks
under this Agreement, the Agent shall apply the amount actually received from
the Borrower in or towards discharge of the obligations of the Borrower under
this Agreement in the following order, notwithstanding any appropriation made,
or purported to be made, by the Borrower:

     (a)  first, in or towards payment to the Arrangers, of any portion of the
          front end fee payable under clause 7.1(a) which shall have become due
          but remains unpaid;

     (b)  secondly, in or towards payment to the Agent, the Arrangers, the
          Security Trustee and the Banks, on a pro rata basis, of any unpaid
          fees, costs and expenses of the Agent, the Arrangers, the Security
          Trustee and the Banks under this Agreement and any portion of the
          agency fee payable under clause 7.1(b) which shall have become due but
          remains unpaid;

     (c)  thirdly, in or towards payment to the Banks, on a pro rata basis, of
          any accrued commitment commission payable under clause 7.1(c) which
          shall have become due but remains unpaid;

     (d)  fourthly, in or towards payment to the Banks, on a pro rata basis, of
          any accrued interest in respect of the Tranche A Loan which shall have
          become due but remains unpaid;
<PAGE>

     (e)  fifthly, in or towards payment to the Banks, on a pro rata basis, of
          any accrued interest on the Tranche B Loan which shall have become due
          but remains unpaid;

     (f)  sixthly, in or towards payment to the Banks, on a pro rata basis, of
          any principal of the Tranche A Loan which shall have become due but
          remains unpaid;

     (g)  seventhly, in or towards payment to the Banks, on a pro rata basis, of
          any principal of the Tranche B Loan which shall have become due but
          remains unpaid;

     (h)  eighthly, in or towards payment of any other sum which shall have
          become due but remains unpaid (and, if more than one such sum so
          remains unpaid, on a pro rata basis).

The order of application set out in this clause 8.11 may be varied by the Agent
if all Banks so direct.

9.         Representations and warranties      Representations
and warranties

9.1       Repeated representations and warranties

Each TCN Entity severally represents and warrants in respect of itself and, in
the case of the Borrower, each other member of the TCN Group to each of the
Banks, the Arrangers, the Security Trustee and the Agent that:

     (a)  Due  incorporation of the Borrower and the  Charging
          Subsidiaries

               the Borrower, each Charging Subsidiary and each other Subsidiary
          of the Borrower are duly incorporated and validly existing under the
          laws of the respective countries of their incorporation as limited
          liability companies and have power to carry on their respective
          business as they are now being and hereafter proposed to be conducted
          and to own their respective property and other assets;

     (b)  Power of the Borrower and each Charging Subsidiary

                the Borrower and each Charging Subsidiary have all requisite
          power to execute, deliver and perform their respective obligations
          under this Agreement and the Security Documents to which they are
          party including, in the case of the Borrower to borrow the
          Commitments; compliance has been made with all necessary requirements
          and all necessary corporate, shareholder or other action has been
          taken by the Borrower and each Charging Subsidiary to authorise the
          execution, delivery and performance of this Agreement and the Security
          Documents to which they are a party; no limitation on the powers of
          the Borrower to borrow will be exceeded as a result of borrowings
          under this Agreement and notwithstanding the generality of the
          foregoing, each Charging Subsidiary (where necessary) has amended its
          Articles of Association to permit:

               (i)  any transfer of its shares in favour of the Security
                    Trustee (or its nominee) pursuant to any Security Document;
                    and
<PAGE>

               (ii) any transfer of its shares where such transfer is duly
                    executed by the Security Trustee (or its nominee) pursuant
                    to any power of sale under any Security Document;


     (c)  Due formation of Charging Partnerships

                each Charging Partnership is a general or limited partnership
          duly formed, validly existing and in good standing under the laws of
          the State of Colorado or England and having other TCN Entities (being
          in the case of the Charging Partnerships formed in the State of
          Colorado, the TCN Entities that have executed or are expected to
          execute the Pledge and Security Agreements) as its only partners
          (there being no outstanding rights to acquire further interests
          therein) and has provided to the Agent a true, correct and complete
          copy of the partnership agreement pursuant to which it was formed and
          currently exists, as amended to date. Each Charging Partnership has
          the power and authority to own its properties and to carry out its
          business as it is now being and is hereafter proposed to be conducted.
          Each Charging Partnership is duly qualified, validly existing and in
          good standing and authorised to do business in each jurisdiction in
          which the character of its properties or the nature of its business
          requires such qualification or authorisation;

     (d)       Power of the Charging Partnerships

                each Charging Partnership has all requisite power to execute,
          deliver and perform its obligations under this Agreement and the
          Security Documents to which it is a party, compliance has been made
          with all necessary requirements and all necessary action has been
          taken to authorise the execution, delivery and performance by each
          Charging Partnership of this Agreement and the Security Documents to
          which it is a party; no resolution (other than resolutions that have
          already been adopted) is required pursuant to the terms of any
          partnership agreement forming any Charging Partnership to authorise
          the execution, delivery and performance by it of this Agreement and
          the Security Documents to which it is a party;

     (e)  Binding Obligations

                this Agreement constitutes valid and legally binding obligations
          of each TCN Entity enforceable in accordance with its terms subject to
          the qualifications contained in the legal opinions referred to in
          Schedule 3 which relate to this Agreement. The Security Documents to
          which they are a party constitute valid and legally binding
          obligations of each TCN Entity enforceable in accordance with their
          respective terms subject to the qualifications contained in the legal
          opinions referred to in Schedule 3 which relate to the relevant
          Security Document and for this purpose any statement contained in the
          qualifications to any such legal opinion that no opinion is given or
          expressed in relation to any particular matter shall be deemed to be a
          qualification of such opinion as regards such matter;
<PAGE>

     (f)  No conflict with other obligations

                the execution and delivery of, the performance of their
          respective obligations under, and compliance with the provisions of,
          this Agreement by each TCN Entity and the Security Documents to which
          they are a party by each TCN Entity will not (i) contravene in any
          material respect any existing applicable law, statue, rule or
          regulation or any judgment, decree or permit to which any TCN Entity
          is subject, (ii) (in the case of the Borrower and each Charging
          Subsidiary) contravene or conflict with any provision of the
          Memorandum and Articles of Association of the Borrower or any Charging
          Subsidiary, (iii) (in the case of each Charging Partnership)
          contravene or conflict with any provision of the partnership agreement
          of any Charging Partnership, (iv) breach in any material respect any
          term of the Licences or the Necessary Authorisations, (v) conflict
          with in any material respect, or result in any breach of any of the
          terms of, or constitute a default under any agreement (including any
          partnership agreements) to which any TCN Entity is a party or is
          subject or by which it or any of its property is bound or (vi) result
          in the creation or imposition of or oblige any TCN Entity, any
          Subsidiary or Associated Partnership of the Borrower or any of their
          respective Associated Companies or Associated Partnerships to create
          any Encumbrance (other than those created by the Security Documents)
          on any TCN Entity, any Subsidiary or Associated Partnership of the
          Borrower's or any of their respective Associated Companies' or
          Associated Partnerships' undertakings, assets, rights or revenues;

     (g)  No litigation

                save as disclosed in the Disclosure Letter, no litigation,
          arbitration or administrative proceeding is taking place, pending or,
          to the knowledge of the officers of any TCN Entity (as the case may
          be), threatened against any TCN Entity or Telewest which (if adversely
          determined) would or is reasonably likely, in the opinion of the
          Agent, to have a Material Adverse Effect;

     (h)  Financial statements

          (i)  the audited financial statements of the Telewest Group,
               the TCN Group and the Borrower in respect of the financial
               year ended on 31 December 1995 as delivered to the Agent have
               been prepared in accordance with GAAP which principles have
               (save, in relation to any repetition of this warranty pursuant
               to this Agreement, where the Borrower is permitted to prepare
               financial statements on a New Basis and is not required to
               prepare financial statements on the Original Basis (each as
               defined in clause 10.1(i))) been consistently applied and
               present fairly and accurately the financial position of each
               such entity as at such date and the results of the operations
               of each such entity respectively for the financial year ended
               on such date and, as at such date, no such entity had any
               significant liabilities (contingent or otherwise) nor any
               significant unrealised or anticipated losses, which, in any
               such case, are not disclosed by, or reserved against in, such
               financial statements;

          (ii) the pro forma consolidated financial projections for the
               financial years ending 31 December 1996 to 31 December 2006
               inclusive for the TCN Group and the operating statistics
<PAGE>
               projections for each Region for such financial years, and the
               Agreed Base Case have been prepared based upon historical
               financial information and upon the assumptions set forth therein,
               which assumptions were reasonable both when made and are
               reasonable on the date hereof;

     (i)
          No filing required

                it is not necessary to ensure the legality, validity,
          enforceability or admissibility in evidence of this Agreement or any
          of the Security Documents that any of them or any other instrument be
          notarised, filed, recorded, registered or enrolled in any court or
          public office (save for (i) the registration of the Debenture, the
          Pledge and Security Agreements, the Telewest Assignment and the
          Scottish Security Documents pursuant to Section 395 or 410 Companies
          Act 1985 and, in the case of (1) the Debenture, pursuant to the Land
          Registration Act 1925 and the Land Charges Act 1925 and regulations
          made thereunder and (2) the Standard Securities, the recording thereof
          in the Register of Sasines or registration thereof in the Land
          Register for Scotland (as appropriate) and (ii) the filing of UCC- 1
          Financing Statements and continuation statements with respect to the
          Pledge and Security Agreements pursuant to the Colorado Uniform
          Commercial Code);

     (j)  Choice of law

               the choice by each TCN Entity of English law to govern this
          Agreement and the Security Documents to which they are a party (other
          than the Pledge and Security Agreements and the Reimbursement
          Agreement, under which Colorado law is to govern and the Scottish
          Security Documents, under which Scots law is to govern) and the
          submission by such TCN Entity to the jurisdiction of the English
          courts, are valid and binding subject to the qualifications contained
          in the legal opinions referred to in Schedule 3 which relate to this
          Agreement or the Security Documents and for this purpose any statement
          contained in the qualifications to any such legal opinion that no
          opinion is given or expressed in relation to any particular matter
          shall be deemed to be a qualification of such opinion as regards such
          matter;

     (k)  Legal and beneficial owners

                save as disclosed in the Disclosure Letter and subject to any
          Permitted Encumbrances, the TCN Entities are the legal and beneficial
          owners of and have good and marketable title to all their respective
          properties and other material assets free from any Encumbrances;

     (l)  No material adverse change

                there has been no adverse change in the financial position of
          the TCN Group from that set forth in the financial statements referred
          to in clause 9.1(h)(i) and there has been no adverse change in the
          operations or business prospects of the TCN Group from that set forth
          in such financial statements which, in either case, would or is
          reasonably likely, in the opinion of the Agent, to have a Material
          Financial Adverse Effect;
<PAGE>

     (m)
          Solvency

                 after giving effect to the transactions contemplated hereby,
          the Revolving Advances to be made hereunder and the application of the
          proceeds thereof, and taking into account the execution, delivery and
          effectiveness of the Reimbursement Agreement, (i) on a pro forma
          basis, the fair value and the present fair saleable value of each
          Associated Partnership's assets will exceed that Associated
          Partnership's stated liabilities and identified contingent
          liabilities, (ii) each Associated Partnership will have the ability to
          pay its debts as they become absolute or mature, and (iii) the capital
          or assets remaining in each Associated Partnership after consummation
          of the transactions contemplated hereby will not be unreasonably small
          to conduct that Associated Partnership's business as it is now
          conducted and is proposed to be conducted during the term hereof;

     (n)  Compliance with Environmental Laws and Licences

               each member of the TCN Group:

          (i)  complies and has at all times complied with all Environmental
               Laws and Environmental Licences and all other laws, regulations
               and judgments (other than Telecommunications and Cable Laws) the
               breach of which would or is reasonably likely to have a Material
               Financial Adverse Effect; and

          (ii) has obtained and maintains in full force and effect all
               Environmental Licences, and there are no facts or circumstances
               entitling any such Environmental Licences to be revoked,
               suspended, amended, varied, withdrawn or not renewed where such
               revocation, suspension, amendment, variation, withdrawal or
               non-renewal, would or is reasonably likely to have a Material
               Financial Adverse Effect;

     (o)  Environmental Claim

                no Environmental Claim is pending or has been made or threatened
          against any member of the TCN Group or any of their respective
          officers or any occupier of any property owned or leased by any member
          of the TCN Group and no member of the TCN Group has any reason to
          believe that it or, in the case of the Borrower, any of its
          Subsidiaries or Associated Partnerships has or is likely to have any
          liability in relation to Environmental Matters which would or is
          reasonably likely to have a Material Financial Adverse Effect;

     (p)  Deposit of Relevant Substance

                to the best of its knowledge and belief, no Relevant Substance
          has been deposited, disposed of, kept, treated, imported, exported,
          transported, processed, manufactured, used, collected, sorted or
          produced at any time, or is present in the environment (whether or not
          on property owned, leased, occupied or controlled by any member of the
          TCN Group) in circumstances which are likely to result in an
          Environmental Claim against any member of the TCN Group which would,
          or is reasonably likely to have a Material Financial Adverse Effect;
<PAGE>

     (q)  Disclosure of inspection results

                full details have been given to the Agent of any inspections,
          investigations, studies, audits, tests, reviews or other analyses in
          relation to Environmental Matters relating to any member of the TCN
          Group or to the best of the knowledge of any member of the TCN Group
          (as the case may be) any property now owned, leased or occupied by any
          member of the TCN Group and of all Environmental Licences which
          disclose any matters which would or would be reasonably likely to have
          a Material Financial Adverse Effect;

     (r)  Intellectual Property Rights

          (i)  the Intellectual Property Rights owned by each member of the TCN
               Group are free from any Encumbrance (save for those created or to
               be created by or pursuant to the Security Documents) and any
               other rights or interests in favour of third parties;

          (ii) the Intellectual Property Rights owned by each member of the TCN
               Group are all the Intellectual Property Rights required by them
               in order to carry on, maintain and operate in all material
               respects their respective businesses, properties and assets and
               no member of the TCN Group in carrying on its business infringes
               any Intellectual Property Rights of any third party where any
               action taken by such third party in respect of any such
               infringement would or is reasonably likely to have a Material
               Financial Adverse Effect; and

          (iii)no Intellectual Property Rights owned by each member of the TCN
               Group are being infringed, nor is there any threatened
               infringement of any such Intellectual Property Rights which, in
               either case would or is reasonably likely to have a Material
               Financial Adverse Effect; and

     (s)  Copyright matters

                save as disclosed in the Disclosure Letter, each member of the
          TCN Group has obtained all consents and taken all other action
          required in connection with the secondary transmission by it of any
          broadcast television signals and no member of the TCN Group has any
          knowledge, nor is it aware of any claim, that it is or may be liable
          to any person for any copyright infringement of any nature whatsoever
          as a result of the operation of its business which liability in the
          opinion of the Agent would or is reasonably likely to have a Material
          Financial Adverse Effect.
<PAGE>

9.2      Further Representations and Warranties

Each TCN Entity severally further represents and warrants in respect of itself
and, in the case of the Borrower, each other member of the TCN Group to each of
the Banks, the Arrangers, the Security Trustee and the Agent that:

     (a)  Principal Agreements

                save as disclosed in the Disclosure Letter (i) the Principal
          Agreements which have been entered into on or prior to the date of
          this Agreement are in full force and effect and (ii) to the best of
          its knowledge and belief after due enquiry, (1) no party is in breach
          of the terms thereof, (2) there is no dispute subsisting between the
          parties thereto and (3) no amendments have been made thereto (save for
          any amendments thereto referred to in Schedule 10 to this Agreement);

     (b)  Licences and Necessary Authorisations

                the Licences are in full force and effect and each TCN Entity
          (as the case may be) is in compliance in all material respects with
          all provisions thereof. Save as set out in the Disclosure Letter, each
          TCN Entity has secured all the Necessary Authorisations, all such
          Necessary Authorisations are in full force and effect and each TCN
          Entity is in compliance in all material respects with all provisions
          thereof. To the best of the knowledge of the TCN Entity, neither the
          Licences nor any of the Necessary Authorisations are the subject of
          any pending or threatened attack or revocation;

     (c)  Consents obtained

                 every consent, authorisation, licence or approval of, or
          registration with or declaration to, governmental or public bodies or
          authorities or courts (other than the Licences and the Necessary
          Authorisations) required by each TCN Entity to authorise, or required
          by each TCN Entity in connection with, the execution, delivery,
          validity, enforceability or admissibility in evidence of this
          Agreement and the Security Documents to which they are a party or the
          performance by each TCN Entity of their respective obligations under
          this Agreement and the Security Documents (other than (i) the
          registration of the Debenture, the Pledge Security Agreements, the
          Telewest Assignment and the Scottish Security Documents pursuant to
          Section 395 or 410 of the Companies Act 1985 and, in the case of (1)
          the Debenture, pursuant to the Land Registration Act 1925 and the Land
          Charges Act 1925 and regulations made thereunder and (2) the Standard
          Securities, the recording thereof in the Register of Sasines or
          registration thereof in the Land Register for Scotland (as
          appropriate) and (ii) the filing of UCC- 1 Financing Statements with
          respect to the Pledge and Security Agreements pursuant to the Colorado
          Uniform Commercial Code) has been obtained or made and is in full
          force and effect and there has been no material default in the
          observance of the conditions or restrictions (if any) imposed in, or
          in connection with, any of the same;
<PAGE>

     (d)
          Contractual commitments

                no dividends of the Borrower or repayments of the capital
          contributions made by Telewest to the Borrower or any other rights or
          benefits have been declared, made or paid by the Borrower and no
          member of the TCN Group has entered into any contractual commitments
          of a material nature (other than (i) the Principal Agreements, (ii)
          for the purpose of carrying out the business of constructing,
          installing and operating cable television and telecommunications
          systems in the TCN Franchises or such other business as is permitted
          by the terms of this Agreement or (iii) contractual commitments
          arising pursuant to or constituting Permitted Borrowings, Permitted
          Disposals, Permitted Guarantees, Permitted Intra-TCN Group
          Transactions, Permitted Investments or Permitted Encumbrances);

     (e)  No withholding Taxes

                as at the date of this Agreement, on the basis that all of the
          Banks are Qualifying Banks, no Taxes are imposed by withholding or
          otherwise on any payment to be made to the Agent, the Arrangers, the
          Security Trustee or the Banks by any TCN Entity under this Agreement
          or any Security Document to which any of them is a party or are
          imposed on or by virtue of the execution or delivery by any TCN Entity
          of this Agreement or any Security Document to which any of them is a
          party or any document or instrument to be executed or delivered under
          this Agreement or any such Security Document (other than stamp duty
          payable on any Security Document);

     (f)  Telecommunications and Cable Laws

                each member of the TCN Group complies and has at all times
          complied in all material respects with all Telecommunications and
          Cable Laws but excluding, for these purposes only, breaches of
          Telecommunications and Cable Laws which have been expressly waived by
          the relevant regulatory authority;

     (g)  No Default

               no Default has occurred and is continuing which
          has not been expressly waived;

     (h)  Information Memorandum

                subject to the next paragraph, to the best of the Borrower's
          knowledge and belief after due enquiry, as at the date of the
          Information Memorandum the factual information contained in the
          Information Memorandum was true and accurate in all material respects
          and not misleading in any material respect and the Information
          Memorandum does not omit any material facts; all reasonable enquiries
          have been made by the Borrower to verify the facts and statements
          contained therein; all opinions, projections and forecasts contained
          therein and the assumptions on which such opinions, projections and
          forecasts were based were arrived at after due and careful
          consideration and enquiry and represent the views of the Borrower as
          at the date of the Information Memorandum; there are no material facts
          or circumstances which have not been disclosed to the Arrangers prior
          to the date hereof the omission of which would make any material
          factual information contained in the Information Memorandum inaccurate
          or misleading in any material respect either as at the date of the
          Information Memorandum or as at the date of this Agreement or any of
          the opinions, projections and forecasts contained in the Information
          Memorandum (and the assumptions on which such opinions, projections
          and forecasts were made) misleading in any material respect either as
          at the date of the Information Memorandum or as the date of this
          Agreement.
<PAGE>

                No warranty or representation is made in respect of (i) any
          information, facts, statements, opinions, projections, forecasts,
          demographic statistics or circumstances relating to the cable and
          telecommunications industry as a whole ("Information"), (ii) any
          person other than Telewest, the Borrower and members of the TCN Group
          or (iii) any Information which is in the public domain or which is
          identified in the Information Memorandum as having been obtained from
          or made by a source, or being those of a person, other than the
          Borrower, any other member of the TCN Group or Telewest;

     (i)  Carry on business solely in UK

                each of the TCN Entities (i) does not employ any employees in
          the State of Colorado or elsewhere in the United States of America and
          (ii) carries on business solely in, and its principal places of
          business, books and records and the property (other than the interests
          in the Original Charging Partnerships) subject to the Security
          Documents are located in, the United Kingdom (except that, in the case
          of any Charging Partnership formed in the State of Colorado, if it
          maintains an office in the United States of America, it maintains such
          office in the State of Colorado). Control and management of each of
          the TCN Entities takes place outside the United States of America; and

     (j)       Immaterial Group Entities

                each member of the TCN Group (other than Cable Guide Limited
          (registered no. 2025654)) which is not an Immaterial Group Entity is a
          party to this Agreement and each Original Non-Charging Subsidiary
          (other than Cable Guide Limited) is an Immaterial
          Group Entity.
<PAGE>

9.3  Repetition

The representations and warranties in clause 9.1 (and so that (i) the
representation and warranty in clause 9.1(h)(i) shall for this purpose refer to
the then latest audited financial statements of the Borrower or the latest
consolidated financial statements of the TCN Group or the Telewest Group (as
applicable) verified by the auditors of the TCN Group and delivered to the Agent
under clause 10.1, (ii) the representation and warranty contained in clause
9.1(h)(ii) shall for this purpose refer to the then latest pro forma
consolidated financial projections of the TCN Group and the then latest
operating statistics projections for each Region and shall not include a
representation or warranty as to the Agreed Base Case, and (iii) the
representation and warranty in clause 9.1(l) shall for this purpose refer to the
latest audited financial statements of the TCN Group delivered to the Agent
under clause 10.1) shall be deemed to be repeated by each TCN Entity in respect
of itself on and as of each Interest Payment Date and the date on which each
Advance is made under this Agreement. Additionally, the Borrower shall be deemed
to represent and warrant as at each such date in respect of the then latest
audited and/or verified financial statements delivered to the Agent under clause
10.1(f) that (A) such financial statements have been prepared in accordance with
GAAP which have been consistently applied (save as provided for in Clause
10.1(i)) and present fairly and accurately the financial position of the
Borrower and the consolidated financial position of the TCN Group and the
Telewest Group respectively as at the dates to which such financial statements
were made up and the results of the operations of the Borrower and the
consolidated results of the operations of the TCN Group and the Telewest Group
respectively for the financial year ended on such date and that as at such date,
neither the Borrower nor any member of the TCN Group nor the Telewest Group had
any significant liabilities (contingent or otherwise) which are not disclosed
by, or reserved against in, such financial statements (or the notes thereto) and
neither the TCN Group nor the Telewest Group had any unrealised or anticipated
losses and (B) there has been no adverse change in the financial position of the
Borrower or the consolidated financial position of the TCN Group or the Telewest
Group from that set forth in the latest set of financial statements delivered
pursuant to clause 10.1(f) and there has been no adverse change in the
operations or business prospects of the Borrower or the TCN Group or the
Telewest Group from that set forth in such financial statements which, in either
case, would or is reasonably likely to have a Material Financial Adverse Effect.

10.       Positive covenants  Positive covenants

10.1 Covenants

     Each TCN Entity jointly and severally undertakes with each of the Banks,
     each of the Arrangers, the Security Trustee and the Agent that they will
     from the date of this Agreement and so long as any monies are owing under
     this Agreement or any part of the Commitments remains outstanding:

     (a)  Notice of Default, etc.

               promptly inform the Agent of (i) any occurrence of which it
          becomes aware which would or is reasonably likely to have a Material
          Adverse Effect (ii) any Default and any potential breach of any of the
          undertakings set out in clause 12 forthwith upon becoming aware
          thereof and will from time to time, if so requested by the Agent,
          confirm to the Agent in writing that, save as otherwise stated in such
          confirmation, no Default has occurred and is continuing, (iii) any
<PAGE>

          lapse, suspension or termination of or refusal by any person to renew
          or extend any Licence or Necessary Authorisation or any breach of any
          Licence or Necessary Authorisation where any such breach would or is
          reasonably likely to have a Material Adverse Effect, (iv) (to the
          extent known to any TCN Entity) the commencement of all proceedings
          and investigations by or before any governmental body and all actions
          and proceedings in any court or before any arbitrator where any such
          proceedings, investigations or actions would, if adversely determined,
          have a Material Adverse Effect (v) any application of which it becomes
          aware for any other licence or franchise agreement by means of cable
          television systems (including satellite master antennae television
          systems and multi-point microwave distribution systems) with respect
          to the territory covered by the Licences where any such application,
          if successful, would or is reasonably likely to have a Material
          Adverse Effect and (vi) any breach of any Telecommunications and Cable
          Laws by any member of the TCN Group which would or is reasonably
          likely to have a Material Adverse Effect;

     (b)  Consents and authorisations

                obtain or cause to be obtained (i) every consent, authorisation,
          licence (other than a Licence or a renewal or extension thereof) or
          approval of, or registration with or declaration to, governmental or
          public bodies or authorities or courts and (ii) every notarisation,
          filing, recording, registration or enrolment in any court or public
          office in the United Kingdom (in any such case) required by any TCN
          Entity or Telewest to authorise the execution, delivery, validity,
          enforceability or admissibility in evidence of this Agreement and the
          Security Documents or the performance by any TCN Entity or Telewest of
          their respective obligations under this Agreement and the Security
          Documents to which they are a party;

     (c)  Licences

               (i)  obtain or cause to be obtained every Licence and ensure
                    that (A) where there are any Subscribers within the relevant
                    TCN Franchise subscribing for services covered by a Licence,
                    (1) such Licence is not revoked, cancelled, suspended,
                    withdrawn, terminated, expires or otherwise ceases to be in
                    full force and effect unless the same is, prior to or
                  contemporaneously with such event, renewed or replaced and (2)
                    none of the DTI, ITC, OFTEL nor any other relevant authority
                    issues any notice in respect of any TCN Franchise informing
                    any TCN Entity that it has or will (whether or not following
                    the failure to satisfy certain conditions) revoke, cancel,
                  suspend, withdraw, terminate or not permit the renewal of such
                    Licence (whether or not such notice gives any TCN Entity a
                    period within which to remedy the matter which gave rise to
                    such notice) and (B) such Licence is not modified and no TCN
                    Entity commits any breach of the terms or conditions thereof
                    (including, without limitation, any failure to meet the
                    milestones referred to therein) where any such modification,
                    breach or failure would or is reasonably likely, in the
                    opinion of the Agent, to have a Material Financial Adverse
                    Effect;
<PAGE>

               (ii) apply to extend or renew each Licence no later than 12
                    months before the date on which the same is scheduled to
                    expire and take all steps required by Telecommunications and
                    Cable Laws and all other steps reasonably necessary to
                    effect the extension or renewal of the same for a period
                    extending at least 24 months after the scheduled final
                    repayment date of the Tranche B Loan;

     (d)  Necessary Authorisations

                obtain or cause to be obtained every Necessary Authorisation and
          ensure that (i) none of the Necessary Authorisations is revoked,
          cancelled, suspended, withdrawn, terminated, expires and is not
          renewed or otherwise ceases to be in full force and effect and (ii) no
          Necessary Authorisation is modified and no TCN Entity commits any
          breach of the terms or conditions of any Necessary Authorisation
          which, in the case of any of the actions or events referred to in
          either (i) or (ii), would or is reasonably likely, in the opinion of
          the Agent, to have a Material Adverse Effect;


     (e)  Business of the Borrower and the Charging Subsidiaries

                in the case of the Charging Subsidiaries and Charging
          Partnerships, engage in the business of acting as the holder of shares
          and/or partnership interests in other TCN Entities and/or the business
          of constructing, installing, operating and utilising cable television
          and telecommunications systems in the TCN Franchises and in no other
          activities save for any directly related business reasonably
          considered to be financially beneficial to such business; in the case
          of the Borrower engage in the business of acting as the holding
          company of its Subsidiaries and Associated Partnerships (which shall
          include the raising of Permitted Borrowings and the onlending of such
          Borrowed Money to TCN Entities or to Telewest in accordance with the
          provisions of this Agreement) and in no other activities;

     (f)  Financial statements

                prepare financial statements of the Borrower and consolidated
          financial statements of the Telewest Group and the TCN Group in
          accordance with GAAP and cause such financial statements to be
          reported on by their respective auditors and deliver to the Agent
          sufficient copies of the same for distribution to all of the Banks as
          soon as practicable but not later than 180 days after the end of the
          financial year to which they relate;

     (g)  Quarterly Management Accounts

                in respect of each Quarterly Period, prepare unaudited
          consolidated Quarterly Management Accounts for the TCN Group and the
          Telewest Group in each case containing information of the same type
          and to the same level of detail as in the format agreed with the
          Arrangers (including, without limitation, a profit and loss account,
          balance sheet, cash flow statement and, in relation to each Region, a
          summary of operating statistics in the agreed form and, in the case of
          the last Quarterly Period of each financial year, a profit and loss
          account, balance sheet and cash flow statement for that financial year
          in the agreed form) or omitting any such information or detail or
          containing such other information or to such other level of detail or
          containing such other information or to such other level of detail as
          may, from time to time, be approved by the Agent (acting on the
          instructions of the Majority Banks) in writing and deliver a copy of
          the same to the Agent for distribution to all of the Banks as soon as
          practicable but not later than 30 days (in the case of the last
          Quarterly Period of each financial year, 50 days) after the Quarterly
          Period to which they relate;
<PAGE>

     (h)
          Monthly Management Accounts

               in respect of each calendar month ending during the Revolving
          Period (and in respect of each calendar month after the end of the
          Revolving Period for which the Borrower so chooses), prepare unaudited
          consolidated Monthly Management Accounts for the TCN Group in each
          case containing information of the same type and to the same level of
          detail as in the format agreed with the Arrangers (including, without
          limitation, a profit and loss account, balance sheet and cash flow
          statement) or omitting any such information or detail or containing
          such other information or to such other level of detail or containing
          such other information or to such other level of detail as may, from
          time to time, be approved by the Agent (acting on the instructions of
          the Majority Banks) in writing and deliver a copy of the same to the
          Agent for distribution to all of the Banks as soon as practicable but
          not later than 30 days (in the case of the last calendar month of each
          financial year 50 days) after the calendar month to which they relate;

     (i)  Change in basis of accounts

                the Borrower shall ensure that all financial statements
          delivered under Clause 10.1(f) are prepared in accordance with GAAP
          and in accordance with the accounting principles and practices used in
          the preparation of the financial statements referred to in clause
          9.1(h)(i) and the 1996 Budget (the "Original Basis") consistently
          applied in respect of each financial year unless to do so would be
          inconsistent with then current GAAP (the "New Basis"). If the
          preparation of financial statements on the Original Basis is contrary
          to New Basis then the Borrower shall promptly notify the Agent in
          writing of the relevant change and (at the option of the Borrower)
          shall either (1) prepare and deliver to the Agent audited financial
          statements on both the Original Basis and the New Basis (or shall
          prepare and deliver financial statements on the New Basis only but
          shall also prepare and deliver an audited reconciliation statement (a
          "Reconciliation Statement") showing those adjustments necessary in
          order to reconcile the financial statements produced on the New Basis
          to the Original Basis) or (2) request the Agent to enter into good
          faith negotiations for such amendment (if any) as are necessary to the
          covenants contained in Clause 12.1 and any other provisions of this
          Agreement affected by such change, in which event the Agent will enter
          into such negotiations for a period of not more than 28 days. If
          agreement is reached between the Borrower and the Agent (acting on the
          instructions of the Majority Banks) within such period as to the
          amendment of any such covenants or provisions, then the parties hereto
          will enter into such documentation and take such other steps as are
          required to put such amendments into effect following which the
          Borrower shall then be obliged to produce financial statements on the
          New Basis only. If no such agreement is reached then the Borrower
          shall be obliged to prepare and deliver financial statements on both
          the Original Basis and the New Basis (or shall prepare and deliver
          audited financial statements on the New Basis accompanied by a
          Reconciliation Statement).

                Where the Borrower is under an obligation to deliver financial
          statements under clause 10.1(f) on both the Original Basis and the New
          Basis (or on the New Basis but accompanied by a Reconciliation
          Statement), Monthly Management Accounts and Quarterly Management
          Accounts shall also be delivered on both bases or on the New Basis but
          accompanied by a Reconciliation Statement.
<PAGE>

                All financial statements, Quarterly Management Accounts, Monthly
          Management Accounts and Reconciliation Statements delivered pursuant
          to this clause 10.1(i) shall be delivered within the relevant time
          period set out in clause 10.1.

                The provisions of this clause 10.1(i) shall also apply, mutatis
          mutandis, to the preparation and delivery of the Annual Budget under
          clause 10.1(j)(a)(iii);

     (j)  Delivery of reports

                deliver to the Agent, for distribution to the Banks (in the case
          of a Compliance Certificate issued by the auditors of the TCN Group)
          sufficient copies for all of the Banks or (in any other case):

                     (a) each of the following documents, in each case at the
               time of issue thereof or (in the case of the Compliance
               Certificates referred to in (ii) below) together with the
               financial statements prepared in respect of each financial year
               and Quarterly Management Accounts prepared in respect of each
               Quarterly Period pursuant to clause 10.1(g) in respect of the
               financial period to which such Compliance Certificate relates:

               (i)  every document issued by the Borrower to its shareholders
                    (in their capacity as a shareholder) or issued by the
                    Borrower or any of its Subsidiaries or Associated
                    Partnerships to its creditors generally;

               (ii) a Compliance Certificate stating that the Borrower and each
                    other member of the TCN Group as at the last day of the
                    financial period to which such financial statements or
                    Quarterly Management Accounts relate were in compliance with
                    the relevant covenants and undertakings in clause 12 (or if
                    it was not in compliance indicating the extent of the
                    breach);

               (iii)an Annual Budget for each financial year for the TCN Group
                    no later than 45 days after the beginning of such financial
                    year; and

               (iv) no later than 90 days after the end of each financial year,
                    revised financial projections and revised projections for
                    operating statistics in relation to the TCN Group containing
                    information of the same type and to the same level of detail
                    as the base case financial projections and operating
                    statistics projections contained in the Agreed Base Case,
                    such projections to extend to at least the earlier of (a)
                    ten years from the end of such financial year and (b) 31
                    December 2007 and to contain details of the assumptions on
                    the basis of which such projections have been prepared and
                    an explanation of any discrepancies from the most recently
                    delivered financial projections and projections for
                    operating statistics delivered under this sub-paragraph
<PAGE>
                    (j)(iv) (or, in the case of the first such financial
                    projections, from the base case financial projections or
                    operating statistics projections (as the case may be)
                    contained in the Agreed Base Case); and

                     (b) sufficient copies for all of the Banks of every
               document or announcement issued by Telewest to its shareholders
               generally or made available by Telewest to the public where any
               such document or announcement relates to the financial position
               or prospects of Telewest;

     (k)  Financial Year End

                maintain  a financial year end of 31  December
          for each TCN Entity;

     (l)  Authorised Officers

                ensure that any new or replacement Authorised Officer has
          provided the Agent with evidence satisfactory to it of such new
          officer(s)' authority and a specimen of his or their signature(s)
          prior to signing any Compliance Certificates, Drawdown Notices,
          Rollover Notices, Conversion Notices or any other notices, requests or
          confirmations referred to in this Agreement or relating to the
          facility granted pursuant to this Agreement;

     (m)  Auditors

                ensure that KPMG Peat Marwick is appointed as auditors of each
          TCN Entity and not change such appointment without appointing a major
          firm of recognised international standing and repute;

     (n)  Provision of Further Information

                notify the Agent of any change to the business of any TCN Entity
          where due to such change such business would thereafter be carried on
          in a different Region providing details of such change as soon as
          practicable after making such change and provide the Agent with a copy
          of (i) each Principal Agreement entered into after the date of this
          Agreement and (ii) any material report, notice or other communication
          relating to the Licences, the Necessary Authorisations and such
          financial and other information concerning each TCN Entity and their
          respective affairs as the Agent or any Bank (acting through the Agent)
          may from time to time reasonably require;

     (o)  Insurance

               maintain insurance cover in accordance with the terms and
          conditions of the Security Documents and ensure that such insurance
          cover is governed by English law;
<PAGE>
     (p)  Inspection

                permit representatives of the Agent or any of the Banks upon
          three Banking Days' prior written notice to the Borrower and after
          having made arrangements with the Borrower so to do to (a) visit and
          inspect the properties of any TCN Entity during normal business hours,
          (b) inspect and make extracts from and copies of its books and records
          and (c) discuss with its principal officers and auditors, its
          business, assets, liabilities, financial position, results of
          operations and business prospects;


     (q)  Notification of Environmental Claim and Expenditure

                promptly on becoming aware of it inform the Agent of any
          Environmental Claim which has been made or threatened against any
          member of the TCN Group or any occupier of any property owned or
          leased by any member of the TCN Group or any requirement by any
          Environmental Licence or applicable Environmental Laws for any member
          of the TCN Group to make any investment or incur any expenditure in
          excess of oe500,000 in aggregate in any calendar year or to take or
          desist from taking any action which would or is reasonably likely, if
          substantiated, to have a Material Financial Adverse Effect;

     (r)  Delivery of Environmental Licences and other information

                promptly on receipt provide the Agent with copies of all
          material Environmental Licences and the terms and conditions thereof
          and any material amendments thereto;

     (s)  Compliance with laws and regulations

                comply with the terms and conditions of all laws (other than
          Telecommunications and Cable Laws, the Licences and the Necessary
          Authorisations including any milestone requirements in respect
          thereof), regulations, agreements, licences and concessions including,
          without limitation, all Environmental Laws and all Environmental
          Licences if the failure to comply therewith, would or is reasonably
          likely, in the opinion of the Agent, to have a Material Financial
          Adverse Effect;

     (t)  Relevant Substance

                notify the Agent forthwith upon becoming aware of any Relevant
          Substance at or brought on to any property owned, leased or occupied
          by any member of the TCN Group which is likely to give rise to an
          Environmental Claim which would or is reasonably likely to have a
          Material Financial Adverse Effect and take or procure the taking of
          all necessary action to deal with, remedy or remove from such property
          or prevent the incursion of (as the case may be) that Relevant
          Substance in order to prevent such an Environmental Claim and in a
          manner that complies with all requirements of Environmental Law;
<PAGE>

     (u)  Taxes

                file or cause to be filed all tax returns required to be filed
          in all jurisdictions in which it is situated or carries on business or
          is otherwise subject to Taxation and will pay all Taxes shown to be
          due and payable on such returns or any assessments made against it
          within the period stipulated for such payment (other than those being
          contested in good faith and where such payment may be lawfully
          withheld);

     (v)  Cost capitalisation policy

                 maintain a cost capitalisation policy consistent with the cost
          capitalisation policy used in the preparation of the financial
          statements referred to in clause 9.1(h)(i) or such other cost
          capitalisation policy as may be approved by the auditors and the Agent
          (acting on the instructions of the Majority Banks) from time to time;

     (w)  Use of Proceeds

                 ensure  that  the  Borrower  uses  the   Loan
          exclusively  for  the purposes specified  in  clause
          1.1;

     (x)  New TCN Entities

                it will and will procure that each Subsidiary or Associated
          Partnership that is or becomes a member of the TCN Group (other than
          an Immaterial Group Entity unless such Immaterial Group Entity no
          longer complies with the definition of Immaterial Group Entity) and
          which is not already a party to this Agreement promptly upon such
          Subsidiary or Associated Partnership becoming a member of the TCN
          Group, executes and delivers a Supplemental Deed and provides the
          Agent with such evidence as it may reasonably request as to the power
          and authority of such party to enter into such Supplemental Deed and
          that such Supplemental Deed constitutes (subject to any qualifications
          contained in any legal opinions delivered in connection therewith and
          reasonably acceptable to the Majority Banks and for this purpose any
          statement contained in the qualification to any such legal opinion
          that no opinion is given or expressed in relation to any particular
          matter shall be deemed to be a qualification of such opinion as
          regards such matter) valid and legally binding obligations of such
          party enforceable in accordance with its terms. The parties hereto
          agree that upon the execution and delivery of such Supplemental Deed
          by all parties thereto such Subsidiary or Associated Partnership shall
          become a party to this Agreement as a TCN Entity and a party to each
          relevant Security Document as a chargor;

     (y)  Maintain Operating Capacity

               ensure that the TCN Group will maintain:

               (i)  managerial, subscriber and technical services from time to
                    time sufficient, in the reasonable opinion of the Borrower
                    to meet the projected demand from Subscribers for cable
                    television and telephony services at that time; and
<PAGE>
               (ii) switch capacity from time to time sufficient, based on the
                    projections most recently delivered under Clause
                    10.1(j)(a)(iv) (or, if none, the projections contained in
                    the Agreed Base Case), to meet the projected demand from
                    Subscribers for cable telephony services at that time;

     (z)  Reimbursement Agreement

                comply with their respective obligations under the Reimbursement
          Agreement and not assign or transfer all or any part of their
          respective rights and/or obligations under the Reimbursement Agreement
          or amend, vary or waive all or any of the provisions of the
          Reimbursement Agreement; and

          (aa) Agreed Hedging Programme

                as from the first Drawdown Date, maintain interest rate hedging
          with a Bank in accordance with the following principles:

               (i)  Fixed Rate (not including the Margin): In respect of hedging
                    outstandings at any time, no more than 2% over the swap
                    yield curve for the relevant time at the date of entry into
                    the hedging instrument first entered into in respect of
                    outstandings at such future date;

(ii) Period:  Minimum of 3 years hence at any time;

               (iii)Notional Principal Amount: At any time no less than 50% of
                    the forecasted amount of the Loan from time to time
                    outstanding over the following 3 year period as set out in
                    the Agreed Base Case.

11.       Negative Covenants  Negative Covenants

11.1      Covenants

Each TCN Entity jointly and severally undertakes with each of the Banks, each of
the Arrangers, the Security Trustee and the Agent from the date of this
Agreement and so long as any monies are owing under this Agreement or any of the
Commitments remain outstanding that, without the prior written consent of the
Agent acting on the instructions of the Majority Banks:

     (a)  Negative Pledge

                they will not permit any Encumbrance (other than Permitted
          Encumbrances) by any member of the TCN Group to subsist, arise or be
          created or extended over all or any part of their respective present
          or future undertakings, assets, rights or revenues to secure or prefer
          any present or future Indebtedness of any member of the TCN Group or
          any other person;
<PAGE>

     (b)  No Merger

                they  will procure that no member of  the  TCN
          Group  merges or consolidates with any other company
          or person;

     (c)  Disposals

                they will procure that no TCN Entity sells, transfers, leases,
          lends or otherwise disposes of or ceases to exercise control over the
          whole or any part of their present or future undertakings, assets,
          rights or revenues whether by one or a series of transactions related
          or not other than Permitted Disposals, provided that in the case of
          any Permitted Intra-TCN Group Transaction which involves any asset of
          any nature being transferred by any means whatsoever (directly or
          indirectly) by the Borrower, an Original Charging Subsidiary or an
          Original Charging Partnership to another TCN Entity (not being the
          Borrower, an Original Charging Subsidiary or an Original Charging
          Partnership), the relevant transfer must be made expressly subject to
          the security interests granted under the Security Documents;

     (d)  Borrowed Money

                they will procure that no member of the TCN Group creates,
          assumes, incurs or otherwise permits to be outstanding any Borrowed
          Money other than Permitted Borrowings;

     (e)  Guarantees

                they will procure that no member of the TCN Group incurs any
          obligations or assumes any liability under any guarantee other than
          Permitted Guarantees;

     (f)       Issue of Shares

                neither the Borrower nor any other member of the TCN Group
          issues any shares of any class provided that the Borrower may issue
          shares to Telewest and any member of the Group may issue shares to any
          TCN Entity provided that such shares are charged in favour of the
          Security Trustee pursuant to the terms of a Security Document and
          there is delivered at the same time to the Security Trustee the
          relevant share certificates and blank stock transfer forms in respect
          thereof;

     (g)       Investments

                they will procure that no member of the TCN Group (i) makes any
          loan or advance to, or enters into any transaction having the effect
          of lending money with, any person or otherwise acquires for a
          consideration any document evidencing Indebtedness, capital stock or
          other securities of any person or (ii) acquires all or any substantial
          part of the assets, property or business of any other person or any
          assets that constitute a division or operating unit of the business of
          any other person or creates or acquires any Subsidiary or Associated
          Partnership other than in the case of any of (i) and (ii) above,
          Permitted Investments;
<PAGE>
     (h)  Capital Expenditure

                they will procure that no member of the TCN Group incurs any
          capital expenditure other than (a) in relation to the business of
          constructing, installing, operating and utilising cable television and
          telecommunications systems in the area permitted by the Licences or
          any directly related business reasonably considered to be financially
          beneficial thereto or (b) in Permitted Investments provided that no
          capital expenditure may be incurred or Permitted Investment made in
          relation to Telewest (Worcester) Limited (No. 0247098) until such time
          as licences are issued to such Company pursuant to both the
          Broadcasting Act 1990 and the Telecommunications Act 1984 in relation
          to a cable television and telecommunications system;

     (i)       Swaps and Hedging

                they will procure that no member of the TCN Group enters into
          any interest rate or currency swaps or other hedging arrangements
          other than in the case of a TCN Entity (i) directly relating to the
          risk management of any Borrowed Money permitted to subsist by the
          terms of this Agreement or (ii) forward foreign exchange contracts
          entered into in the normal course of business in relation to future
          liabilities of such TCN Entity incurred in relation to the
          construction, maintenance or operation of the Cable Systems up to an
          aggregate notional principal amount at any time outstanding of (in
          respect of all such contracts entered into by TCN Entities)
          oe80,000,000, for a period not in excess of 15 months and having an
          average life not in excess of nine months;

     (j)       Change of Business

                they will procure that the TCN Group (taken as a whole) does not
          change the nature of the business carried on by it in any material
          respect from that carried on at the date of this Agreement and that no
          TCN Entity ceases to carry on a business where any such cessation
          would or is reasonably likely to have a Material Adverse Effect;

     (k)  Memoranda  and Articles of Association;  Partnership
          Agreements

               the Borrower will not, and will procure that no Charging
          Subsidiary amends its Memorandum or Articles of Association in any way
          which would restrict the ability of the Security Trustee to exercise
          its rights under the Security Documents in respect of the shares in
          such company and no Charging Partnership will amend its partnership
          agreement in any way which would restrict or impair the ability of the
          Security Trustee to exercise its rights under the Pledge and Security
          Agreements in respect of the partnership interests in such partnership
          or otherwise as may be limited or prohibited under the Pledge and
          Security Arrangements;

     (l)  Restricted Payments

                they will procure that no member of the TCN Group makes any
          Restricted Payment other than Permitted Payments;
<PAGE>
     (m) Services to Restricted Persons, TCI and US WEST

                they will procure that no TCN Entity enters into any contractual
          or other arrangements with a Restricted Person or any of the Ultimate
          Shareholders or any of their Subsidiaries or Associated Partnerships
          other than on bona fide arms length commercial terms in the ordinary
          course of trading or contractual arrangements between Telewest and the
          Borrower regulating any Subordinated Debt which is the subject of a
          Deed of Subordination, provided that, for the avoidance of doubt, no
          TCN Entity shall be entitled to pay any amount to any Restricted
          Person pursuant to any contractual or other arrangement referred to in
          this clause 11.1(m) unless such payment is a Permitted Payment;

     (n)  Liabilities of Restricted Persons

               they will procure that no Restricted Person has outstanding any
          liabilities to any TCN Entity which, when aggregated with the
          liabilities of that Restricted Person to each other TCN Entity and of
          each other Restricted Person to each TCN Entity, exceeds oe100,000.

                In this clause 11.1(n) "liabilities" of a Restricted Person to a
          TCN Entity shall mean liabilities incurred after the date hereof and
          shall include, without limitation, (i) any liabilities of that TCN
          Entity to a third party entered into on behalf of that Restricted
          Person and (ii) any payments made by that TCN Entity on behalf of that
          Restricted Person, in either case where such liabilities or payments
          have not been discharged or reimbursed but shall exclude any
          liabilities of a Restricted Person to a TCN Entity which are a
          Permitted Investment by that TCN Entity in that Restricted Person; and

     (o)  No Carrying on Business in United States

                None of the TCN Entities (i) shall employ any employees in the
          State of Colorado or elsewhere in the United States and (ii) shall
          carry on any business or maintain its principal places of business,
          books and records and the property subject to the Security Documents
          in the United States. Control and management of each of the TCN
          Entities shall take place outside the United States of America.

12.       Financial Covenants Financial Covenants

12.1      Covenants

Each TCN Entity jointly and severally undertakes with each of the Banks, the
Arrangers, the Security Trustee and the Agent:

     (a)       Minimum Consolidated TCN Group Net Operating Cash Flow

                to ensure that from (and including) the date hereof to (but
          excluding) the second consecutive Quarter Day (as shown in the
          relevant Compliance Certificates) upon which Total TCN Group Debt is
          equal to or less than five times Consolidated Annualised TCN Group Net
<PAGE>
          Operating Cash Flow (i) on each Quarter Day as shown in the relevant
          Compliance Certificate and (ii) on the last day of each financial year
          as shown in the relevant Compliance Certificate, the amount of
          Consolidated TCN Group Net Operating Cash Flow for the preceding Six
          Month Period shall not be less than:

                     Date                    Covenant (pound)000s
                     ----                    --------------------

               31 March 1998                      40,000
               30 June 1998                       46,000
               30 September 1998                  54,000
               31 December 1998                   64,000
               31 March 1999                      71,000
               30 June 1999                       74,000
               30 September 1999                  84,000
               31 December 1999                   98,000
               31 March 2000                      110,000
               30 June 2000                       118,000
               30 September 2000                  129,000
               31 December 2000                   147,000
               31 March 2001                      180,800
               30 June 2001                       204,800
               30 September 2001                  213,500
               31 December 2001                   230,900
               31 March 2002                      260,700
               30 June 2002                       286,400
               30 September 2002                  295,200
               31 December 2002                   304,000
               31 March 2003                      325,400
               30 June 2003                       348,800
               30 September 2003                  359,600
               31 December 2003                   370,400
               31 March 2004                      391,100
               30 June 2004                       413,800
               30 September 2004                  426,600
               31 December 2004                   439,400
               31 March 2005                      451,500
               30 June 2005                       465,300
               30 September 2005                  479,700
               31 December 2005                   494,100

     (b)  Tranche B Loan/Consolidated Annualised  TCN Group Net
          Operating Cash Flow

                to ensure that (i) on each Quarter Day falling within the period
          set out in column (1) below and (ii) on the last day of each financial
          year falling within the period set out in column (1) below the ratio
          of the Tranche B Loan to Consolidated Annualised TCN Group Net
          Operating Cash Flow calculated by reference to the Six Month Period
          ending on such day (as shown in the relevant Compliance Certificate)
          shall not exceed the number set out against such period in column (2)
          below
<PAGE>
          (1)                                (2)
          Period                             Ratio

          from   1  July  1996  to   (and    6.5
          including) 31 December, 1998

          from  1  January 1999  to  (and    6.0
          including) 30 June, 1999

          from   1  July  1999  to   (and    5.0
          including) 31 December, 1999

          from  1  January 2000  to  (and    4.0
          including) 31 December 2000

          thereafter                         3.5

     (c)  Facility Debt Interest Cover

                to ensure that (i) on each Quarter Day falling within the period
          set out in column (1) below and (ii) on the last day of each financial
          year falling within the period set out in column (1) below the ratio
          of Consolidated TCN Group Net Operating Cash Flow in respect of the
          Six Month Period ending on such day to Facility Debt Interest Charges
          for such Six Month Period shall not be less than the number set out
          against such period in column (2) below


          (1)                                (2)
          Period                             Ratio

          from  1  January 1997  to  (and    1.20:1
          including) 31 December 1997

          from  1  January 1998  to  (and    1.50:1
          including) 31 December 1998

          from  1  January 1999  to  (and    2.00:1
          including) 31 December 1999

          from  1  January 2000  to  (and    2.50:1
          including) 30 June 2000

          from   1  July  2000  to   (and    3.00:1
          including) 31 December 2000

          from 1 January 2001 onwards        4.00:1
<PAGE>

          12.(jjjjj)     TCN Group Debt Interest Cover

                to ensure that (i) on each Quarter Day falling within the period
          set out in column (1) below and (ii) on the last day of each financial
          year falling within the period set out in column (1) below, the ratio
          of Consolidated TCN Group Net Operating Cash Flow in respect of the
          Six Month Period ending on such day to Total TCN Group Cash Paying
          Debt Interest Charges during such Six Month Period shall not be less
          than the number set out against such period in column (2) below

                      (1)                              (2)
                     Date                              Ratio

               1 January 1998 - 30 June 1998           1.00:1
               1 July 1998 - 31 December 1998          1.20:1
               1 January 1999 - 30 June 1999           1.25:1
               1 July 1999 - 31 December 1999          1.35:1
               1 January 2000 - 31 March 2000          1.50:1
               1 April 2000 - 30 September 2001        1.75:1
               1 October 2001 - 31 March 2002          2.00:1
               1 April 2002 - 30 June 2002             2.25:1
               1 July 2002 - 31 December 2002          2.50:1
               1 January 2003 - 31 March 2003          2.75:1
               1 April 2003 onwards                    3.00:1

     (d)  Telewest Group Debt Interest Cover

                to ensure that (i) on each Quarter Day falling within the period
          set out in column (1) below and (ii) on the last day of each financial
          year falling within the period set out in column (1) below the ratio
          of Consolidated Telewest Group Net Operating Cash Flow in respect of
          the Six Month Period ending on such day to Total Telewest Group Cash
          Paying Debt Interest Charges during such Six Month Period shall not be
          less than the number set out against such period in column (2) below


          (1)                                (2)
          Period                             Ratio

          from  1  January 1998  to  (and    1.00:1
          including) 31 December 1998

          from  1  January 1999  to  (and    1.25:1
          including) 31 December 1999

          from 1 January 2000 onwards        1.50:1
<PAGE>
     (e)
          Pro-Forma Total Telewest Group Debt Service Cover

                to ensure that (i) on each Quarter Day falling within the period
          set out in column (1) below and (ii) on the last day of each financial
          year falling within the period set out in column (1) below, the ratio
          of Consolidated Annualised Telewest Group Net Operating Cash Flow
          calculated by reference to the Six Month Period ending on such day to
          Proforma Total Telewest Group Debt Service (as shown in the relevant
          Compliance Certificate) shall not be less than the number set out
          against such period in column (2) below:

                    (1)                                     (2)
                    Date                                    Ratio

                    1 January 1999 - 31 December 2001    1.00  :1

                    1 January 2002 - 31 December 2002    1.20  :1

                    1 January 2003 - 31 December 2003    1.40  :1

                    1 January 2004 onwards               1.50 : 1

     (f)  Pro-forma Total TCN Group Debt Service Cover

                to ensure that (i) on each Quarter Day falling within the period
          set out in column (1) below and (ii) on the last day of each financial
          year falling within the period set out in column (1) below, the ratio
          of Consolidated Annualised TCN Group Net Operating Cash Flow
          calculated by reference to the Six Month Period ending on such day to
          Proforma Total TCN Group Debt Service (as shown in the relevant
          Compliance Certificate) shall not be less than the number set out
          against such period in column (2) below:

                 (1)                                             (2)
               Period                                            Ratio

               1 April 2000 - 31 December 2001                  1.00 : 1

               1 January 2002 - 31 December 2002                1.20 : 1

               1 January 2003 - 31 December 2003                1.40 : 1

               1 January 2004 onwards                           1.50 : 1


12.2      Auditors certificate

If at any time the Majority Banks do not consider (acting reasonably) that any
figure set out in any Compliance Certificate issued by any Authorised Officer is
correct, they shall be entitled within 30 days of the date of the delivery of
such Compliance Certificate to the Agent pursuant to clause 10.1 to call for a
certificate from the Borrower's auditors as to such figure. For such purposes
the Borrower's auditors shall act as independent experts and not as arbiters and
every such certificate shall be addressed to the Agent (on behalf of the Banks)
and be at the expense of the Borrower. The Majority Banks may only call for one
<PAGE>

such certificate in any calendar year. If the Majority Banks call for such a
certificate all calculations under this Agreement by reference to the relevant
figure shall (i) until the Borrower's auditors deliver the relevant certificate
under this clause 12.2 be made by reference to the figure set out in the
relevant Compliance Certificate delivered to the Agent under this Agreement and
(ii) following the delivery by the Borrower's auditors of a certificate under
this clause 12.2 be made by reference to such certificate and the Borrower
undertakes forthwith to take all action, including, without limitation, the
prepayment of all or part of the Loan so as to procure that all action taken on
the basis of the relevant Compliance Certificate which on the basis of such
auditors certificate would not have been permitted is reversed.

13.        Events  of  Default                     Events   of
Default

13.1      Events of Default

Each of the following events and circumstances is an Event of Default (whether
or not caused by any reason outside the control of any TCN Entity):

     (a)       Non-payment

                (i) any principal amount due and payable under this Agreement is
          not paid on the due date or (ii) an amount of interest due and payable
          under this Agreement is not paid within 3 Banking Days of the due date
          or (iii) any other sum due and payable under this Agreement is not
          paid within 5 Banking Days of the due date, and, in each such case, in
          the manner stipulated in this Agreement; or

     (b)       Breach of certain obligations

                     (i) any TCN Entity or Telewest commits any breach of the
               undertakings contained in clauses 10.1(a), (c)(i)(A) and (B), (e)
               and (k), 11.1(a), (b), (c), (f), (g), (h), (i), (j), (k) and (l),
               and 12.1; or

                     (ii) any TCN Entity commits any breach of the undertakings
               contained in clauses 11.1(d) and (e) and, in respect of any such
               breach where the principal amount of the relevant Borrowed Money
               or guarantee does not exceed oe1,000,000, such breach is not
               remedied within five Banking Days of such breach; or

     (c)       Breach of other obligations

                any TCN Entity or Telewest commits any breach of or omits to
          observe any of the obligations or undertakings expressed to be assumed
          by them under this Agreement (other than failure to pay any sum when
          due or any breach of the undertakings referred to in (b)) above or any
          of the Security Documents and, in respect of any such breach or
          omission which in the opinion of the Majority Banks is capable of
          remedy, such remedial action as the Majority Banks shall require is
          not carried out within 28 days of the Agent notifying the Borrower of
          such default and of such remedial action; or
<PAGE>
     (d)       Misrepresentation

                any representation or warranty made or deemed to be made or
          repeated by or in respect of any TCN Entity or Telewest in or pursuant
          to this Agreement or the Security Documents or in any notice,
          certificate or statement referred to in or delivered under this
          Agreement or the Security Documents is or proves to have been
          incorrect or misleading in any material respect on the date on which
          it was made or deemed to be made or repeated; or

     (e)       Challenge to security

                any Security Document is not or ceases to be effective (unless
          by reason of the Banks' or the Security Trustee's failure to file any
          required UCC Statements in the United States) or any TCN Entity or
          Telewest shall in any way challenge, or any proceedings shall in any
          way be brought to challenge (and in the case of a proceeding brought
          by someone other than any TCN Entity or Telewest shall continue
          unstayed for 30 days) the prior status of the charges created by the
          Security Documents or the validity or enforceability of the Security
          Documents Provided that the creation or existence of the Permitted
          Encumbrances shall not be deemed to be a challenge to the prior status
          of such charges for the purposes of this clause 13.1(e); or

     (f)       Cross-default

                (i) Borrowed Money of any member of the TCN Group or Telewest
          (which, in aggregate and including for these purposes any Borrowed
          Money referred to in clause 13.1(f)(ii) below, exceeds oe7,500,000) is
          not paid when due (or within any applicable grace period expressly
          contained in the agreement relating to such Borrowed Money in its
          original terms) or becomes due or (ii) any creditor of any member of
          the TCN Group, or Telewest becomes entitled to declare any such
          Borrowed Money in excess of oe7,500,000 (in aggregate) due and payable
          prior to the date when it would otherwise have become due; or

     (g)  Hedging Default

               an event entitling the relevant counterparty to terminate any
          arrangements in relation to interest rate hedging permitted pursuant
          to clause 11.1(i) or any other interest rate or currency swap or other
          hedging arrangements entered into by any member of the TCN Group
          occurs and the aggregate notional principal amounts of the swaps or
          other hedging arrangements entitled to be so terminated exceeds
          oe25,000,000; or

     (h)  Appointment of receivers and managers

                (i) any administrative or other receiver is appointed of any
          member of the TCN Group (other than an Immaterial Group Entity), or
          Telewest or any part of their respective assets and/or undertakings or
          (ii) any other legal proceedings are taken which are not irrevocably
          discharged or withdrawn within 28 days of the commencement thereof to
          enforce any Encumbrance over all or any part of the assets of any
          member of the TCN Group or Telewest; or
<PAGE>

     (i)  Insolvency

                any member of the TCN Group (other than an Immaterial Group
          Entity) or Telewest is deemed unable to pay its debts within the
          meaning of sections 123(1)(e) or (2) of the Insolvency Act 1986 or any
          member of the TCN Group, (other than an Immaterial Group Entity) or
          Telewest otherwise becomes insolvent or stops or suspends making
          payments (whether of principal or interest) with respect to all or any
          class of its debts or is unable or announces an intention so to do or
          admits inability to pay its debts as they fall due; or

     (j)       Legal process

                any judgment or order made against any member of the TCN Group
          (other than an Immaterial Group Entity) or Telewest is not stayed or
          complied with within 28 days or a creditor attaches or takes
          possession of, or a distress, execution, sequestration, diligence
          (other than on the dependence of an action) or other process is levied
          or enforced upon or sued out against, any material part of the
          undertaking, assets, rights or revenues of any member of the TCN Group
          (other than an Immaterial Group Entity) or Telewest and is not
          discharged within 28 days; or

     (k)  Compositions

                any steps are taken or negotiations commenced, by any member of
          the TCN Group (other than an Immaterial Group Entity) or Telewest or
          by their respective creditors with a view to proposing any kind of
          composition, compromise or arrangement involving such company and any
          group or class of its creditors generally; or

     (l)  Winding-up

                (i) any member of the TCN Group (other than an Immaterial Group
          Entity) or Telewest takes any action or any legal proceedings are
          started (not being action or proceedings which can be demonstrated to
          the satisfaction of the Agent by providing an opinion of a leading
          firm of London solicitors to that effect, is frivolous, vexatious or
          an abuse of the process of the court or relates to a claim to which
          such person has a good defence and which is being vigorously contested
          by such body) for any member of the TCN Group (other than an
          Immaterial Group Entity) or Telewest to be adjudicated or found
          bankrupt or insolvent (other than for the purpose of an amalgamation
          or reconstruction previously approved in writing by the Agent acting
          on the instructions of the Majority Banks) or (ii) an order is made or
          resolution passed for the winding-up of any other member of the TCN
          Group (other than an Immaterial Group Entity) or Telewest or a notice
          is issued convening a meeting for the purpose of passing any such
          resolution; or
<PAGE>

     (m)       Administration

                any petition is presented or other step is taken for the purpose
          of the appointment of an administrator of any member of the TCN Group
          (other than an Immaterial Group Entity) or Telewest or an
          administration order is made in relation to any member of the TCN
          Group (other than an Immaterial Group Entity) or Telewest; or

     (n)       Analogous proceedings

                there occurs, in relation to any member of the TCN Group (other
          than an Immaterial Group Entity) or Telewest in any country or
          territory in which any of them carries on business or to the
          jurisdiction of which courts any part of their respective assets is
          subject, any event which, in the reasonable opinion of the Agent,
          appears in that country or territory to correspond with, or have an
          effect equivalent or similar to, any of those mentioned in clauses
          13.1(h) to (m) inclusive or any member of the TCN Group or Telewest
          (subject always to equivalent grace periods and de minimis amounts as
          are referred to in such clauses being exceeded) otherwise becomes
          subject, in any such country or territory, to the operation of any law
          relating to insolvency, bankruptcy or liquidation; or

     (o)  Change of control of Telewest

                at any time prior to the second consecutive Quarter Day in
          respect of which the relevant Compliance Certificates demonstrate that
          each of the ratios of (A) Total TCN Group Debt to Consolidated
          Annualised TCN Group Net Operating Cash Flow and (B) Total Telewest
          Group Debt to Consolidated Annualised Telewest Group Net Operating
          Cash Flow is less than or equal to 3.0 times, either:

                    (i) TCI and US WEST (directly or indirectly) cease to hold
               at least (1) if TCI or US WEST have at any time disposed of any
               of their voting or economic interest in Telewest Group to any
               third party (not being TCI, US WEST or any entity controlled,
               directly or indirectly, by either of them or by both of them
               together) 40 per cent. or (2) otherwise, 30 per cent. of the
               voting and economic interest in Telewest; or

                     (ii) any person or persons acting together in concert
               (other than, for these purposes, TCI, US WEST, SBC and/or Cox
               and/or any entities controlled, directly or indirectly, by any of
               them or by any two or more of them together or which controls any
               one or more of them) acquire either (1) a greater voting or
               economic interest in Telewest than TCI and US WEST (together, and
               directly or indirectly) or (2) 40 per cent. of the voting and
               economic interest in Telewest.

                For these purposes persons "acting together in concert" means
          persons who pursuant to an agreement or understanding (whether formal
          or informal) actively co-operate together with a view to acquiring all
          or any part of the voting and economic interest in Telewest and those
          persons who are presumed to be acting in concert for the purposes of
          the City Code on Take-overs and Mergers shall also be deemed to be
          acting in concert for these purposes; or
<PAGE>
     (p)  Change of control of the Borrower or any Charging Subsidiary or
          Charging Partnerships

               (i)  any Charging Subsidiary (other than an Immaterial Group
                    Entity and United Artists Communications (London South)
                    Limited) ceases to be a wholly owned and controlled
                    Subsidiary of the Borrower or any Charging Partnership
                    ceases to have as its sole partners members of the TCN
                    Group; or

               (ii) the Borrower ceases to be a wholly owned Subsidiary of
                    Telewest; or

     (q)  Principal Agreements

               (i)  any Principal Agreement is terminated, suspended, revoked
                    or cancelled or otherwise ceases to be in full force and
                    effect unless services of a similar nature to those provided
                  pursuant to such Principal Agreement are at all times provided
                    to the TCN Group on similar commercial terms or on terms no
                    less beneficial to the relevant member of the TCN Group save
                   where any such services are provided on more onerous terms to
                    the relevant member of the TCN Group due to the mandatory
                    requirements of OFTEL, the Office of Fair Trading, the
                    Department of Trade and Industry, the European Commission or
                    any other regulatory body and any such termination,
                  suspension, revocation, cancellation or cessation would have a
                    Material Financial Adverse Effect; or

               (ii) any alteration or variation is made to any term of any
                    Principal Agreement which would have a Material Financial
                    Adverse Effect; or

               (iii)any party breaches any term of or repudiates any of its
                    obligations under any of the Principal Agreements where such
                    breach or repudiation would have a Material Financial
                    Adverse Effect; or

     (r)       Unlawfulness

                it becomes unlawful at any time for the Borrower, any TCN Entity
          or Telewest to perform any of their respective material (in the
          opinion of the Majority Banks) obligations under this Agreement or the
          Security Documents or any of the material (in the opinion of the
          Majority Banks) obligations of any TCN Entity or Telewest under this
          Agreement and the Security Documents becomes unenforceable in any way
          or there ceases to be a first priority charge over the relevant
          property or assets of the Borrower, any TCN Entity or Telewest as
          intended and created by the Security Documents save for Permitted
          Encumbrances; or
<PAGE>

     (s)
          Environmental matters

                as a result of any Environmental Law: (a) the Agent, any of the
          Arrangers, the Security Trustee or any of the Banks becomes, in the
          opinion of the Agent, subject to a material obligation (actual or
          contingent, in the case of any contingent obligation, being one which,
          at the relevant time, would be likely to arise) in relation to any
          Relevant Substance on or from any property, owned, occupied or leased
          by any member of the TCN Group or Telewest; or (b) the rights and
          claims of the Agent, any of the Arrangers, the Security Trustee, or
          any of the Banks under this Agreement or any of the Security Documents
          become subordinated to the claims and rights of any competent agency
          of the United Kingdom or the European Community; or

     (t)  Telecommunications and Cable Laws

               any TCN Entity fails to comply with any term or condition of any
          Telecommunications and Cable Law where such non-compliance would or is
          reasonably likely to have a Material Adverse Effect, in the opinion of
          the Agent; or

     (u)  Repudiation

                any TCN Entity or Telewest repudiates this Agreement or any
          Security Document to which it is a party or does or causes or permits
          to be done any act or thing evidencing an intention to repudiate this
          Agreement or any such Security Document; or

     (v)  Seizure

                all or a material part of the undertakings, assets, rights or
          revenues of or shares or other ownership interests in the TCN Group
          (taken as a whole) or Telewest are seized, nationalised, expropriated
          or compulsorily acquired by or under the authority of any government;
          or

     (w)  Material events

                any other event occurs or circumstances arise which in the
          opinion of the Agent acting on the instructions of the Majority Banks
          is likely materially adversely to affect the ability of the TCN Group
          (taken as a whole) to fulfil all or any of its obligations under this
          Agreement or any Security Document.

13.2      Acceleration

(A)     If at any time or during any period, (i) Telewest or any member of the
        TCN Group (other than an Immaterial Group Entity) shall reside or have a
        domicile, a place of business or a property in the United States (to the
        extent that such residence, domicile, place of business or property is
        sufficient for a person to become a "debtor" under section 109(a) of the
        U.S. Federal Bankruptcy Code) and (ii) an Event of Default specified in
        clauses 13.1(h) to (n) shall have occurred and be continuing in respect
        of Telewest or any such member of the TCN Group, as applicable, in
        furtherance of which Event of Default an order for relief with respect
        to Telewest or such member of the TCN Group, as applicable, shall
<PAGE>
        actually be (or shall be deemed to have been) entered under the U.S.
        Federal Bankruptcy Code, then the obligation of each Bank to make its
        Commitment available shall be automatically terminated and the Loan and
        all interest and commitment commission accrued and all other sums
        payable under this Agreement immediately shall become due and payable.

(B)     At any time after the happening of any Event of Default (other than in
        the circumstances set out in sub-clause (A) above), so long as the same
        is continuing, the Agent may, and if so requested by the Majority Banks
        shall, without prejudice to any other rights of the Banks, by notice to
        the Borrower declare that:

     (a)  the obligation of each Bank to make its Commitment available shall be
          terminated, whereupon the Commitments shall be reduced to zero
          forthwith; and/or

     (b)  the Loan and all interest and commitment commission accrued and all
          other sums payable under this Agreement have become due and payable,
          whereupon the same shall, immediately, or on demand or otherwise in
          accordance with the terms of such notice, become due and payable;
          and/or

     (c)  it and/or the Security Trustee shall exercise any of the rights
          granted to the Agent, the Security Trustee or the Banks under the
          Security Documents.

13.3      On demand basis

If, pursuant to clause 13.2(B)(b), the Agent declares the Loan to be due and
payable on demand then, at any time thereafter, the Agent may (and, if so
instructed by the Majority Banks, shall) by written notice to the Borrower: (a)
call for repayment of the Loan on such date as may be specified in such notice
whereupon the Loan shall become due and payable on the date so specified
together with all interest and commitment commission accrued and all other sums
payable under this Agreement or (b) withdraw such declaration with effect from
the date specified in such notice.
     Indemnities    Indemnities

14.1      Miscellaneous Indemnities

The Borrower shall on demand indemnify each Bank, each Arranger, the Security
Trustee and the Agent, without prejudice to any of their other rights under this
Agreement, against any loss (including in the case of (a) or (b) below loss of
Margin) or expense which such Bank, such Arranger, the Security Trustee or the
Agent shall certify as sustained or incurred by it as a consequence of:

     (a)  any default in payment by the Borrower of any sum under
          this Agreement when due;

     (b)  the occurrence of any other Event of Default;

     (c)  any repayment or prepayment of the Loan or part thereof being made
          under clause 6 or 15.1 otherwise than on the last day of an Interest
          Period relating to the part of the Loan repaid or prepaid; or
<PAGE>
     (d)  any Advance not being made for any reason (excluding any default by
          the Agent or any Bank) after a Drawdown Notice has been given,

including, but not limited to, any loss or expense sustained or incurred by such
Bank in maintaining or funding its Contribution or any part thereof or in
liquidating or reemploying deposits from third parties acquired or contracted
for to fund its Contribution or any part thereof or any other amount owing to
such Bank.

14.2      Currency Indemnity

If any sum due from the Borrower under this Agreement or any order or judgment
given or made in relation hereto has to be converted from the currency (the
"first currency") in which the same is payable under this Agreement or under
such order or judgment into another currency (the "second currency") for the
purpose of (a) making or filing a claim or proof against the Borrower, (b)
obtaining an order or judgment in any court or other tribunal or (c) enforcing
any order or judgment given or made in relation to this Agreement, the Borrower
agrees to indemnify and hold harmless the Agent, each Arranger, the Security
Trustee, and each Bank from and against any loss suffered as a result of any
difference between (i) the rate of exchange used for such purpose to convert the
sum in question from the first currency into the second currency and (ii) the
rate or rates of exchange at which the Agent, such Arranger, the Security
Trustee or such Bank may in the ordinary course of business purchase the first
currency with the second currency upon receipt of a sum paid to it in
satisfaction, in whole or in part, of any such order, judgment, claim or proof.
Any amount due from the Borrower under this clause 14.2 shall be due as a
separate debt and shall not be affected by judgment being obtained for any other
sums due under or in respect of this Agreement and the term "rate of exchange"
includes any premium and costs of exchange payable in connection with the
purchase of the first currency with the second currency.

14.3      Environmental Indemnity

The Borrower agrees to indemnify on demand each Bank, each Arranger, the
Security Trustee and the Agent, and their respective officers, employees, agents
and delegates (together the "Indemnified Parties") in respect of which each
Bank, each Arranger, the Security Trustee and the Agent holds this indemnity on
trust, without prejudice to any of their other rights under this Agreement,
against any loss, liability, action, claim, demand, cost, expense, fine or other
outgoing whatsoever whether in contract, tort, delict or otherwise and whether
arising at common law, in equity or by statute which the relevant Indemnified
Party shall certify as sustained or incurred by it at any time as a consequence
of, or relating to, or arising directly or indirectly out of, an Environmental
Claims made or asserted against such Indemnified Party which would not have
arisen if this Agreement had not been executed and which was not caused by the
negligence or wilful default of the relevant Indemnified Party.

15.         Unlawfulness  and  Increased  Costs;    Mitigation
Unlawfulness and Increased Costs;  Mitigation

15.1      Unlawfulness

If it is or becomes contrary to any law or regulation for any Bank to contribute
to Advances or to maintain its Commitment or fund or maintain its Contribution,
such Bank shall promptly, through the Agent, notify the Borrower whereupon (a)
such Bank's Commitment shall be reduced to zero and (b) the Borrower shall be
<PAGE>
obliged to prepay the Contribution of such Bank on the earlier of (i) the date
falling 30 days after the date of receipt by the Borrower of the relevant notice
pursuant to this clause or (ii) the latest date permitted by the relevant law or
regulation. Without prejudice to the reduction of such Bank's Commitment to zero
or the obligations of the Borrower to make such repayment, the Borrower, the
Agent and such Bank shall negotiate for a period not exceeding 14 days with a
view to such Bank making available its Commitment and/or funding or maintaining
its Contribution in whole or in part in a manner which is not unlawful.


15.2      Increased Costs

If the result of any change in, or in the interpretation or application of, or
the introduction of, any law or regulation, request or requirement (whether or
not having the force of law, but, if not having the force of law, with which the
relevant Bank or, as the case may be, its holding company habitually complies)
including, without limitation, those relating to Taxation, capital adequacy,
liquidity, reserve assets, cash ratio deposits and special deposits is to:

     (a)  subject any Bank to Taxes or change the basis of Taxation
          of any Bank with respect to any payment under this Agreement
          (other than Taxes or Taxation on the overall net income,
          profits or gains of such Bank imposed in the jurisdiction in
          which its principal or lending office under this Agreement is
          located and other than Taxes currently payable by such Bank on
          amounts received by it under this Agreement but only to the
          extent so payable at the date hereof); and/or

     (b)  increase the cost to, or impose an additional cost on, any Bank or its
          holding company in making or keeping available all or part of such
          Bank's Commitment or maintaining or funding such Bank's Contribution;
          and/or

     (c)  reduce the amount payable or the effective return to any Bank under
          this Agreement; and/or

     (d)  reduce any Bank's or its holding company's rate of return on its
          overall capital by reason of a change in the manner in which it is
          required to allocate capital resources to such Bank's obligations
          under this Agreement; and/or

     (e)  require any Bank or its holding company to make any additional payment
          or forego (to a greater extent than at the date hereof) a return
          calculated by reference to or on any amount received or receivable by
          such Bank under this Agreement; and/or

     (f)  require any Bank or its holding company to incur or sustain a loss
          (including a loss of future potential profits) additional to that
          incurred or sustained at the date hereof by reason of being obliged to
          deduct a greater part of such Bank's Commitment or Contribution from
          its capital for regulatory purposes, than is required to be deducted
          at the date hereof,

then  and  in each such case (but subject to clauses 15.3  and 15.4):
<PAGE>

          (i)  such Bank shall notify the Borrower through the Agent in writing
               of such event promptly upon its becoming aware of the same; and

          (ii) the Borrower agrees to pay on demand, made at any time, whether
               or not such Bank's Contribution has been repaid, to the Agent for
               the account of such Bank the amount which such Bank specifies (in
               a certificate setting forth the basis of the computation of such
               amount but not including any matters which such Bank or its
               holding company regards as confidential) is required to
               compensate such Bank and/or (if and to the extent that, such
               holding company has passed the cost of the same on to such Bank)
               its holding company for such liability to Taxes, increased or
               additional cost, reduction, payment or foregone return.

15.3      Exceptions

Nothing in this clause shall entitle any Bank to compensation for any such
increased cost, reduction, payment or foregone return (a) to the extent that the
same is taken into account in calculating the Additional Cost or (b) to the
extent that the same is the subject of an additional payment under clause 8.7.

15.4      Further Exception

Nothing in this clause shall entitle any Bank to compensation for any such
increased cost, reduction, payment or foregone return which arises as a
consequence of any law or regulation implementing the proposals as currently
drafted for international convergence of capital measurement and capital
standards published by the Basle Committee on Banking Regulations and
Supervisory Practices in July 1988.

15.5      Mitigation

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

     (a)  the Borrower being required to make an increased payment to such Bank
          pursuant to clause 8.7;

     (b)  the reduction of such Bank's Commitment to zero or the Borrower being
          required to prepay such Bank's Contribution pursuant to clause 15.1;
          or

     (c)  the Borrower being required to make a payment to such Bank to
          compensate such Bank for an increased cost, reduction, payment or
          foregone return pursuant to clause 15.2(ii),

then, without in any way limiting, reducing or otherwise qualifying the
obligations of the Borrower under clauses 8 and 15, such Bank shall, in
consultation with the Agent, endeavour to take such reasonable steps as may be
open to it to mitigate or remove such circumstances including (without
limitation) the transfer of its rights and obligations under this Agreement to
another bank or financial institution acceptable to the Borrower or a change of
lending office of such Bank to one acceptable to the Borrower unless, in either
case, to do so might (in the opinion of such Bank) be prejudicial to such Bank
or be in conflict with such Bank's general banking policies or involve such Bank
in expense or an increased administration burden.
<PAGE>

16.       Set-off and Pro Rata Payments        Set-off and Pro
Rata Payments

16.1      Set-off

The Borrower authorises each Bank to apply any credit balance to which the
Borrower is then entitled on any account of the Borrower with such Bank at any
of its branches in or towards satisfaction of any sum then due and payable from
the Borrower to such Bank under this Agreement. For this purpose each Bank is
authorised to purchase with the moneys standing to the credit of such account
such other currencies as may be necessary to effect such application. No Bank
shall be obliged to exercise any right given to it by this clause. Each Bank
shall notify the Agent and the Borrower forthwith upon the exercise or purported
exercise of any right of set-off giving full details in relation thereto and the
Agent shall inform the other Banks.

16.2      Pro Rata Payments

     (a)  If at any time any Bank (the "Recovering Bank") receives
          or recovers any amount owing to it by the Borrower under this
          Agreement by direct payment, set-off or in any manner (but
          excluding any recoveries by virtue of any cash management or
          interest netting arrangements operated by any Bank in its
          capacity as a provider of day to day banking services to the
          TCN Group to the extent that such arrangements are permitted
          by this Agreement) other than by payment through the Agent
          pursuant to clause 8.1 or 8.11 (not being a payment received
          from an Assignee, a Substitute or a Sub-Participant), the
          Recovering Bank shall, within two Banking Days of such receipt
          or recovery (a "Relevant Receipt") notify the Agent of the
          amount of the Relevant Receipt.  If the Relevant Receipt
          exceeds the amount which the Recovering Bank would have
          received if the Relevant Receipt had been received by the
          Agent and distributed pursuant to clause 8.1 or 8.11 (as the
          case may be) then:

               (i)  within two Banking Days of demand by the Agent, the
                    Recovering Bank shall pay to the Agent an amount equal to
                    the excess;

               (ii) the Agent shall treat the excess amount so paid by the
                    Recovering Bank as if it were a payment made by the Borrower
                    and shall distribute the same to the Banks (other than the
                    Recovering Bank) in accordance with clause 8.11; and

               (iii)as between the Borrower and the Recovering Bank the excess
                    amount so re-distributed shall be treated as not having been
                    paid but the obligations of the Borrower to the other Banks
                    shall, to the extent of the amounts so re-distributed to
                    them, be treated as discharged.

     (b)  If any part of the Relevant Receipt subsequently has to be wholly or
          partly refunded by the Recovering Bank (whether to a liquidator or
          otherwise) each Bank to which any part of such Relevant Receipt was so
          re-distributed shall on request from the Recovering Bank repay to the
          Recovering Bank such Bank's pro rata share of the amount which has to
          be refunded by the Recovering Bank.
<PAGE>
     (c)  Each Bank shall on request supply to the Agent such information as the
          Agent may from time to time request for the purpose of this clause
          16.2.

     (d)  Notwithstanding the foregoing provisions of this clause
          16.2 no Recovering Bank shall be obliged to share any Relevant
          Receipt which it receives or recovers pursuant to legal
          proceedings taken by it to recover any sums owing to it under
          this Agreement with any other party which has a legal right
          to, but does not, either join in such proceedings or commence
          and diligently pursue separate proceedings to enforce its
          rights in the same or another court (unless the proceedings
          instituted by the Recovering Bank are instituted by it without
          prior notice having been given to such party through the
          Agent).

16.3      No Release

For the avoidance of doubt it is hereby declared that failure by any Recovering
Bank to comply with the provisions of clause 16.2 shall not release any other
Recovering Bank from any of its obligations or liabilities under clause 16.2.

16.4      No Charge

The provisions of this clause 16 shall not, and shall not be construed so as to,
constitute a charge by a Bank over all or any part of a sum received or
recovered by it in the circumstances mentioned in clause 16.2.

17.         Assignment,   Substitution  and  Lending   Offices
Assignment, Substitution and Lending Offices

17.1      Benefit and Burden

This Agreement shall be binding upon, and enure for the benefit of, the Banks,
the Arrangers, the Agent, the Security Trustee, the TCN Entities and their
respective successors.


17.2      No Assignment by Borrower

None of the TCN Entities may assign or transfer any of its rights or obligations
under this Agreement.

17.3      Assignment by Banks

Each Bank (an "Assignor Bank") may assign all or any part of its rights in
respect of its Contribution to any Qualifying Bank (an "Assignee") with the
prior written consent of the Borrower (which shall not be unreasonably withheld
or delayed) provided that no such consent is necessary if such Assignee is a
wholly owned Subsidiary of such Assignor Bank or a person of whom such Assignor
Bank is a wholly owned Subsidiary. No Bank may assign all or any part of its
rights in respect of its Contribution to any person which is not a Qualifying
Bank.
<PAGE>

17.4      Substitution

Each Bank (a "Transferor Bank") may transfer, by way of novation, all or any
part of its rights, benefits and/or obligations under this Agreement and the
Security Trust Deed to any Qualifying Bank (a "Substitute") with the prior
written consent of the Borrower (which shall not be unreasonably withheld or
delayed) provided that no such consent is necessary if such Substitute is a
wholly-owned Subsidiary (being a Qualifying Bank) of such Transferor Bank or a
person (being a Qualifying Bank) of whom such Transferor Bank is a wholly-owned
Subsidiary if any such transfer would not give rise to any obligation to make
any payment on the part of the Borrower which it would not have had to make at
such time but for such transfer. Any such novation shall be effected upon five
Banking Days' prior notice by delivery to the Agent of a duly completed
Substitution Certificate duly executed by such Bank, the Substitute and the
Agent (for itself, the Arrangers, the Security Trustee, the Borrower, the
Charging Subsidiaries and the other Banks). On the effective date specified in a
Substitution Certificate so executed and delivered, to the extent that they are
expressed in such Substitution Certificate to be the subject of the novation
effected pursuant to this clause 17.4:

     (a)  the existing parties to this Agreement and the Bank party to the
          relevant Substitution Certificate shall be released from their
          respective obligations towards one another under this Agreement and
          the Security Trust Deed ("discharged obligations") and their
          respective rights against one another under this Agreement
          ("discharged rights") shall be cancelled;

     (b)  the Substitute party to the relevant Substitution Certificate and the
          existing parties to this Agreement and the Security Trust Deed (other
          than the Bank party to such Substitution Certificate) shall assume
          obligations towards each other which differ from the discharged
          obligations only insofar as they are owed to or assumed by such
          Substitute instead of to or by such Bank;

     (c)  the Substitute party to the relevant Substitution Certificate and the
          existing parties to this Agreement and the Security Trust Deed (other
          than the Bank party to such Substitution Certificate) shall acquire
          rights against each other which differ from the discharged rights only
          insofar as they are exercisable by or against such Substitute instead
          of by or against such Bank,

and on the date upon which such novation takes effect (where such novation takes
place after 19 July 1996) the Substitute shall pay to the Agent for its own
account a fee of oe500. The Agent shall promptly notify the Borrower of the
receipt by it of any Substitution Certificate and deliver a copy thereof to the
Borrower.

17.5      Reliance on Substitution Certificate

The Agent, the Banks, the Arrangers, the Security Trustee and each TCN Entity
shall be fully entitled to rely on any Substitution Certificate delivered to the
Agent in accordance with the foregoing provisions of this clause 17 which is
complete and regular on its face as regards its contents and purportedly signed
on behalf of the relevant Bank and the Substitute and none of the Agent, the
Banks, the Arrangers, the Security Trustee or each TCN Entity shall have any
liability or responsibility to any party as a consequence of placing reliance on
and acting in accordance with any such Substitute Certificate if it proves to be
the case that the same was not authentic or duly authorised.
<PAGE>
17.6      Authorisation of Agent

Each TCN Entity, each Arranger, the Security Trustee and each Bank irrevocably
authorises the Agent to counter-sign each Substitution Certificate on its behalf
without any further consent of, or consultation with such TCN Entity, such
Arranger, the Security Trustee or such Bank except, in the case of the Borrower,
the consent required pursuant to clause 17.3 or 17.4.

17.7      Construction of certain references

If any Bank assigns all or any part of its rights or novates all or any part of
its rights, benefits and obligations as provided in clause 17.3 or 17.4 all
relevant references in this Agreement to such Bank shall thereafter be construed
as a reference to such Bank and/or its Assignee or Substitute (as the case may
be) to the extent of their respective interests.

17.8      Lending offices

Each Bank shall lend through its office at the address specified in Schedule 1
or, as the case may be, in any relevant Substitution Certificate or through any
other office located in the United Kingdom of such Bank selected from time to
time by such Bank through which such Bank wishes to lend for the purposes of
this Agreement. If the office through which a Bank is lending is changed
pursuant to this clause 17.8, such Bank shall notify the Agent promptly of such
change.

17.9      Disclosure of information

Save as permitted pursuant to the terms of this Agreement or the relevant
Security Document any information furnished pursuant to this Agreement or any
Security Document to which the Borrower or any other TCN Entity (as the case may
be) is a party to the Agent, the Arranger, the Security Trustee or the Banks
shall be kept confidential by the recipient and the Agent, the Arrangers, the
Security Trustee and the Banks, save that the provisions of this clause 17.9
shall not apply:

     (a)  to any information already known to the recipient;

     (b)  to any information subsequently received by the recipient which it
          would otherwise be free to disclose;

     (c)  to any information which is or becomes public knowledge otherwise than
          as a result of a breach by any person of this clause 17.9 or of any
          confidentiality undertaking entered into pursuant to clause 17.11; and

     (d)  to any extent that the recipient is required to disclose the same
          pursuant to any law or order of any court or order or request of any
          governmental agency with whose instructions the recipient habitually
          complies.
<PAGE>
17.10          Sub-participation

No Bank may enter into any sub-participation arrangements in relation to all or
any part of its rights and obligations under this Agreement with any person
without the consent of the Borrower and the Agent.

17.11          Confidentiality undertaking

Any Bank, the Security Trustee, any Arranger or the Agent may, having obtained
the prior consent of the Borrower (such consent not to be unreasonably withheld)
disclose to a prospective Assignee or Substitute or to any other person who may
propose entering into contractual relations with such Bank, the Security
Trustee, any Arranger or the Agent in relation to this Agreement or any Security
Document any information referred to in clause 17.9 subject to the prospective
Assignee or Substitute or other person first entering into a confidentiality
undertaking with the Borrower and the other TCN Entities in substantially the
same terms as clause 17.9 and this clause 17.11.

18.        Arrangers,  Agent  and Reference  Banks  Arrangers,
Agent and Reference Banks

18.1      Appointment of Agent

Each Bank irrevocably appoints the Agent as its agent for the purposes of this
Agreement and any relevant Security Document and authorises the Agent (whether
or not by or through employees or agents) to take such action on such Bank's
behalf and to exercise such rights, remedies, powers and discretions as are
specifically delegated to the Agent by this Agreement and/or any relevant
Security Document, together with such powers and discretions as are reasonably
incidental thereto. None of the Agent, the Arrangers or the Security Trustee
shall, however, have any duties, obligations or liabilities to the Banks beyond
those expressly stated in this Agreement and/or the Security Documents.

18.2      Amendments to this Agreement

     (a)  Subject  to clause 18.2(b) and save where  otherwise
          provided in this Agreement, the Agent may, with the consent of
          the Majority Banks (or if and to the extent expressly
          authorised by the other provision of this Agreement), amend,
          modify or otherwise vary or waive breaches of, or defaults
          under, or otherwise excuse performance of, any provision of
          this Agreement or any other Security Document entered into in
          favour of the Agent.  Any such action so authorised and
          effected by the Agent shall be promptly notified to the Banks
          by the Agent and shall be binding on all of the Banks.

     (b)  Except with the prior written consent of all of  the
          Banks, the Agent shall not have authority on behalf of the
          Banks (A) to agree with any TCN Entity any amendment to this
          Agreement or to grant waivers in respect of breaches of or
          defaults under this Agreement or to excuse performance of this
          Agreement which would (i) reduce the Margin, (ii) extend the
          due date or reduce the amount of any payment of principal,
          interest or other amount payable under this Agreement, (iii)
          change the currency in which any amount is payable under this
          Agreement, (iv) increase any Bank's Commitment, (v) change the
          definition of "Majority Banks" in clause 1.2, change clauses
          3.3, 4.2, 4.3, 4.4, 15.2, 16.2 or 17.2, (vi) change this
          clause 18.2, (B) to release any asset of whatever nature that
<PAGE>
          is subject to a Security Document unless such release is to
          permit the disposal or other dealing with such asset in
          accordance with the terms of this Agreement or the relevant
          Security Document or (C) to release any TCN Entity (other than
          an Immaterial Group Entity) from all of its obligations under
          this Agreement and the Security Documents.

          (c) Each TCN Entity (other than the Borrower) irrevocably appoints the
          Borrower to act on its behalf as its agent in relation to this
          Agreement and any amendment agreement relating hereto and irrevocably
          authorises the Borrower to execute on its behalf any amendments to
          this Agreement without further reference to or the consent of such TCN
          Entity and to give any waivers, consents and notices in relation to
          this Agreement and any amendment agreement relating hereto and to take
          any other action in relation to this Agreement and any amendment
          agreement relating hereto.

18.3       Rights of Agent, Security Trustee and each Arranger
as Bank; no partnership

With respect to its own Commitment and Contribution (if any) the Agent, the
Security Trustee and each Arranger shall have the same rights and powers under
this Agreement as any other Bank and may exercise the same as though it were not
performing the duties and functions delegated to it under this Agreement and/or
the Security Documents and the term "Banks" shall, unless the context clearly
otherwise indicates, include the Agent, the Security Trustee, each Arranger in
its individual capacity as a Bank. This Agreement shall not and shall not be
construed so as to constitute a partnership between the parties or any of them.

18.4       No liability of the Arrangers, the Security Trustee
and Agent

None of the Arrangers, the Security Trustee or the Agent shall:

     (a)  be obliged to request any certificate or opinion under
          clause 10 or 12 or to make any enquiry as to the use of the
          proceeds of the Loan unless (in the case of the Agent) so
          required in writing by any Bank, in which case the Agent shall
          promptly make the appropriate request of the Borrower, or be
          obliged to make any enquiry as to any default by the Borrower
          in the performance  or observance of any of the provisions of
          this Agreement or as to the existence of a Default unless (in
          the case of the Agent) the Agent has actual knowledge thereof
          or has been notified in writing thereof by a Bank, in which
          case the Agent shall promptly notify the Banks of the relevant
          event or circumstance; or

     (b)  be liable to any Bank for any action taken or omitted under or in
          connection with this Agreement or the Loan unless caused by their or
          its gross negligence or wilful misconduct.

For the purpose of this clause 18 neither the Agent nor the Security Trustee
shall be treated as having actual knowledge of any matter of which the corporate
finance or any other division outside the corporate lending or loan
administration departments of the person for the time being acting as the Agent
or the Security Trustee, as the case may be, may become aware in the context of
corporate finance or advisory activities from time to time undertaken by the
Agent or the Security Trustee, as the case may be, for any TCN Entity, Telewest,
any Affiliate, any Ultimate Shareholder or any of their respective Subsidiaries,
Associated Partnerships or Affiliates.
<PAGE>
18.5      Agent's duty to notify and take action

The Agent shall:

     (a)  promptly notify each Bank of the contents of each notice, certificate
          or other document received by the Agent from the Borrower under or
          pursuant to clause 11 and provide each Bank with a copy of each set of
          financial statements, Monthly Management Accounts or Quarterly
          Management Accounts delivered to the Agent under clause 10.1(f), (g)
          or (h); and

     (b)  (subject to its being indemnified to its satisfaction) take such
          action or, as the case may be, refrain from taking such action with
          respect to any Default of which the Agent has actual knowledge as the
          Majority Banks or Banks (as the case may be) may reasonably direct.

18.6      Identity of the Banks

The Agent may deem and treat (a) each Bank as the person entitled to the benefit
of the Contribution of such Bank for all purposes of this Agreement unless and
until a notice of assignment of such Bank's Contribution or any part thereof or
a Substitution Certificate shall have been filed with the Agent, and (b) the
office set opposite the name of each Bank in Part D of Schedule 1 or, as the
case may be, in any relevant Substitution Certificate as such Bank's lending
office unless and until a written notice of change of lending office shall have
been received by the Agent; and the Agent may act upon any such notice unless
and until the same is superseded by a further such notice.

18.7       Non-reliance on the Arrangers, the Security Trustee
or the Agent

Each Bank acknowledges that it has not relied on any statement, opinion,
forecast or other representation made by the Arrangers, the Security Trustee or
the Agent to induce it to enter into this Agreement an that it has made and will
continue to make, without reliance on the Agent, the Arrangers or the Security
Trustee and based on such documents as it considers appropriate, its own
appraisal of the creditworthiness of each TCN Entity and Telewest and its own
independent investigation of the financial condition and affairs of each TCN
Entity and Telewest in connection with the making and continuation of the Loan
under this Agreement. None of the Arrangers, the Security Trustee or the Agent
shall have any duty or responsibility, either initially or on a continuing
basis, to provide any Bank with any credit or other information with respect to
any TCN Entity or Telewest, whether coming into their or its possession before
the making of any Advance or at any time or times thereafter, other than (in the
case of the Agent) as provided in clause 18.5(a).

18.8 No Responsibility on Arrangers, Security Trustee or Agent
     for Borrower's, etc. performance

None of the Arrangers, the Security Trustee or the Agent shall have any
responsibility to any Bank on account of the failure of any TCN Entity or
Telewest, to perform their respective obligations under this Agreement or the
Security Documents or for the financial condition of any TCN Entity or Telewest,
or for the completeness or accuracy of any statements, representations or
warranties in this Agreement, the Security Documents or any document delivered
<PAGE>
under this Agreement, the Security Documents or for the execution,
effectiveness, adequacy, genuineness, validity, enforceability or admissibility
in evidence of this Agreement or the Security Documents or of any certificate,
report or other document executed or delivered under this Agreement or the
Security Documents or otherwise in connection with the Loan or its negotiation
or for acting (or, as the case may be, refraining from acting) in accordance
with the instructions of the Majority Banks or all of the Banks (as the case may
be). The Arrangers, the Security Trustee and the Agent shall be entitled to rely
on any communication, instrument or document believed by them or it to be
genuine and correct and to have been signed or sent by the proper person and
shall be entitled to rely as to legal or other professional matters on opinions
and statements of any legal or other professional advisers selected or approved
by them or it.

18.9      Other dealings

The Arrangers, the Security Trustee and the Agent may, without any liability to
account to the Banks, accept deposits from, lend money to, and generally engage
in any kind of banking or trust business with, each TCN Entity, Telewest or any
of their respective Subsidiaries, Associated Partnerships or Affiliates or any
of the Banks as if they or it were not an Arranger, the Security Trustee or the
Agent (as the case may be).

18.10          Reimbursement and indemnity by Banks

Each Bank shall reimburse the Arrangers, the Security Trustee and the Agent
(rateably in accordance with such Bank's Commitment, at any time before the
making of the first Advance or if no Advance is then outstanding, or
Contribution, at any other time) to the extent that such Arranger, the Security
Trustee or the Agent is not reimbursed by the Borrower, for the charges and
expenses incurred by such Arranger, the Security Trustee and the Agent in
connection with the negotiation, preparation, syndication and execution of this
Agreement and/or in contemplation of, or otherwise in connection with, the
enforcement of, or the preservation of any rights under, or in carrying out its
duties under, this Agreement and/or the Security Documents including (in each
case) the fees and expenses of legal or other professional advisers. Each Bank
shall indemnify the Agent and the Security Trustee (rateably in accordance with
such Bank's Commitment, at any time before the making of the first Advance or if
no Advance is then outstanding, or Contribution, at any other time) against all
liabilities, damages, costs and claims whatsoever incurred by the Agent or the
Security Trustee (as the case may be) in connection with this Agreement and/or
the Security Documents or any document or report referred to in this Agreement
or the performance of its duties under this Agreement and/or the Security
Documents or any action taken or omitted by the Agent or the Security Trustee
(as the case may be) under this Agreement and/or the Security Documents, unless
such liabilities, damages, costs or claims arise from the Agent's or the
Security Trustee's (as the case may be) own gross negligence or wilful
misconduct.

18.11          Retirement of Agent

     (a)  The Agent may retire from its appointment as Agent under this
          Agreement and/or the relevant Security Documents having given to the
          Borrower and each of the Banks not less than 30 days' notice of its
          intention to do so, provided that no such retirement shall take effect
          unless there has been appointed by the Banks (after consultation with
          the Borrower) as a successor agent:

               (i)  a Bank; or
<PAGE>
               (ii) any other reputable and experienced financial institution
                    with offices in London nominated and accepted by the
                    Majority Banks and to which the Borrower has given its
                    consent (such consent not to be unreasonably withheld or
                    delayed); or, failing such nomination;

               (iii)any reputable and experienced bank or financial institution
                    with offices in London nominated by the Agent and to which
                    the Borrower has given its consent (such consent not to be
                    unreasonably withheld or delayed).

     (b)  All of the Banks (other than the Agent, in its capacity
          as a Bank) may, having given to the Agent not less than 30
          days' notice of the intention to do so, remove the Agent from
          its appointment as such under the Agreement.  The removal
          shall automatically be of effect on the expiry of the notice
          save, where the Banks (other than the Agent, in its capacity
          as a Bank) shall have failed to appoint a successor agent
          falling within the requirements of clause 18.11(a) (i) or
          (ii), in which case the removal shall be deferred until such
          appointment is made.  The Banks (other than the Agent, in its
          capacity as a Bank) shall immediately notify the Agent in
          writing of their making such appointment.

     (c)  Upon any such successor as aforesaid being appointed, the
          retiring Agent shall be discharged from any further obligation
          under this Agreement and/or the relevant Security Documents
          and its successor and each of the other parties to this
          Agreement and/or the relevant Security Documents shall have
          the same rights and obligations among themselves as they would
          have had if such successor had been a party to this Agreement
          and/or the relevant Security Documents in place of the
          retiring Agent.

18.12          Change of Reference Banks

If (a) the whole of the Contribution (if any) of any Reference Bank is prepaid,
(b) the Commitment (if any) of any Reference Bank is reduced to zero in
accordance with clause 6.4 or 15.1, (c) a Reference Bank assigns and/or novates
the whole of its rights and obligations (if any) as a Bank under this Agreement
or (d) any Reference Bank ceases to provide quotations to the Agent for the
purposes of determining LIBOR, the Agent may, acting on the instructions of the
Majority Banks, terminate the appointment of such Reference Bank and after
consultation with the Borrower appoint another Bank to replace such Reference
Bank.

18.13          Security Documents

Each Bank acknowledges and agrees to the terms and conditions of the Security
Documents and the Security Trustee and the Banks agree that the Banks will,
subject to the terms of the Security Trust Deed, be entitled to all the rights
and subject to the liabilities and obligations of the Banks (and, if applicable,
the Bond Providers and/or Interest Rate Beneficiaries (as defined therein))
under the Debenture and any other Security Document entered into by the Security
Trustee for the benefit of the Banks and, if applicable, the Bond Providers
and/or Interest Rate Beneficiaries.
<PAGE>

19.        Notices  and other matters             Notices  and
other matters

19.1      Notices

Every notice, request, demand or other communication under this Agreement shall,
if addressed to the Borrower, be copied to Telewest and, if addressed to any
other TCN Entity, be copied to the Borrower and Telewest, and shall:

     (a)  be in writing delivered personally or by first-class prepaid letter
          (airmail if applicable and available), telex or telefax (confirmed in
          the case of a telefax, by first-class prepaid letter (airmail if
          available));

     (b)  be deemed to have been received, subject as otherwise
          provided in this Agreement, in the case of a letter, when
          delivered personally or 3 days (7 days in the case of a letter
          posted from one country to another) after it has been put into
          the post and, in the case of a telex or telefax, at the time
          of despatch with, in the case of telex, confirmed answerback
          of the addressee appearing at the beginning and end of the
          transmission or it the case of a telefax, with confirmation by
          the sender's facsimile machine that the message has been
          received at the correct facsimile number (provided that if the
          date of delivery or despatch is not a business day in the
          country of the addressee or if the time of despatch of any
          telex or telefax is after the close of business in the country
          of the addressee it shall be deemed to have been received at
          the opening of business on the next such business day); and

     (c)  be sent:

               (i)  to the Borrower and each other TCN Entity at:

                    c/o Telewest Communications plc
                    Genesis Business Park
                    Albert Drive
                    Woking
                    Surrey  GU21 5RW

                    Telefax: 01483 750901
                    Attention:   Vice-President - Treasury

               (ii) to the Agent and the Security Trustee at:

                    Cottons Centre
                                 Cottons Lane
                                 London SE1  2QL

                    Telex:       888229 - CIBC G
                    Telefax: 0171 234 6433
                    Attention:   Supervisor, Banking Services
<PAGE>
               (iii)to each Arranger and each Bank at its address, telex number
                    or telefax number specified in Part D of Schedule 1 or in
                    any relevant Substitution Certificate,

                or to such other address, telex number or telefax number as is
          notified by the Borrower, a TCN Entity, the Agent, an Arranger, the
          Security Trustee or a Bank (as the case may be) to the other parties
          to this Agreement.

19.2      Notices through the Agent

Every notice, request, demand or other communication under this Agreement to be
given by any TCN Entity to any other party shall be given to the Agent for
onward transmission as appropriate and to be given to any TCN Entity shall
(except as otherwise provided in this Agreement) be given by the Agent.

19.3      No implied waivers, remedies cumulative

No failure or delay on the part of the Agent, the Arrangers, the Security
Trustee, the Banks or any of them to exercise any power, right or remedy under
this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise by the Agent, the Arrangers, the Security Trustee, the Banks or
any of them of any power, right or remedy preclude any other or further exercise
thereof or the exercise of any other power, right or remedy. The remedies
provided in this Agreement are cumulative and are not exclusive of any remedies
provided by law.

20.  Lease  Financing and Pari Passu BorrowingsLease Financing
     and Pari Passu Borrowings

20.1      Lease Financing

Each Bank, the Security Trustee, the Arrangers and the Agent acknowledges that
the Borrower or a TCN Entity may wish to enter into Finance Leases from time to
time. Accordingly the parties hereto agree that they will negotiate in good
faith should the relevant TCN Entity wish to use the facility granted pursuant
to this Agreement by way of guarantees or letters of credit in favour of the
lessors in respect of such Finance Leases in order to agree arrangements
satisfactory to all parties. If, no later than 30 June, 1997, any Finance Lease
is entered into by a TCN Entity which is supported by guarantees or letters of
credit given under the facility granted pursuant to this Agreement (and the
mandate therefor has been awarded to the prospective lessor no later than 31
January, 1997) which does not, in the opinion of each Bank (acting reasonably),
require such Bank to assume any greater credit or other risk or any onerous
obligations, then any such arrangements shall not involve the payment of a fee
to any of the Banks, the Arrangers, the Agent or the Security Trustee and each
Bank, the Security Trustee, each of the Arrangers and the Agent undertakes to
act reasonably to agree any relevant documentation.

20.2      Pari Passu Borrowings

Each Bank, the Security Trustee, the Arrangers and the Agent agrees that any
lender of any Borrowed Money within paragraph (ix) of Permitted Borrowings shall
be entitled to share in the security constituted by the Security Documents on a
pari passu basis with the Banks and agrees to enter into such supplemental
documentation (at the cost of the Borrower) as may reasonably be required in
order to effect the same.
<PAGE>

21.       Governing law and jurisdiction     Governing law and
jurisdiction

21.1      Law

This Agreement is governed by and shall be construed in accordance with English
law.

21.2      Submission to jurisdiction

Each TCN Entity agrees for the benefit of the Agent, the Arrangers, the Security
Trustee and the Banks that any legal action or proceedings in connection with
this Agreement against any TCN Entity or any of their respective assets may be
brought in the English courts. Each TCN Entity irrevocably and unconditionally
submit to the jurisdiction of such courts and in the case of TCN Entities which
are not incorporated or organised under the laws of England, irrevocably
designate, appoint and empower Legibus Secretaries Limited at present of 200
Aldersgate Street, London EC1A 4JJ to receive for them and on their behalf,
service of process issued out of the English courts in any legal action or
proceedings arising out of or in connection with this Agreement. The submission
to such jurisdiction shall not (and shall not be construed so as to) limit the
right of the Agent, the Arrangers, the Security Trustee or the Banks to take
proceedings against any TCN Entity to enforce any judgment obtained in any court
referred to in this clause 21.2 in any jurisdiction in which any of the assets
of any TCN Entity are situated, nor shall the taking of proceedings in any one
or more jurisdiction referred to in this clause 21.2 preclude the taking of
proceedings in any other such jurisdiction, whether concurrently or not.

21.3      Inconvenient forum

Each TCN Entity irrevocably waives any objection they may have now or hereafter
to the laying of venue of any action or proceeding in any court or jurisdiction
referred to in clause 21.2 and any claim they may have now or hereafter that any
action or proceeding brought in such courts or jurisdiction has been brought in
an inconvenient forum.

IN WITNESS whereof the parties to this Agreement have caused this Agreement to
be duly executed on the date first above written.
<PAGE>

                          SCHEDULE 1
                            Part A

              The Original Charging Subsidiaries


                (1)                             (2)
            COMPANY NAME                  COMPANY NUMBER
Telewest Communications Group                 2514287
Limited
Telewest Communications Cable                 2883742
Limited
Telewest Holdings Limited                     2982404
Telewest Parliamentary Holdings              251 4316
Limited
Theseus No 1 Limited                          2994027
Theseus No. 2 Limited                         2994061
The Cable Equipment Store Limited             2693805
United Artists Communications                 1743081
(Cotswolds) Limited
United Artists Communications                 2318746
(Nominees) Limited
United Artists Communications (North          2378214
East) Limited
United Artists Communications (South          2270764
East) Limited
United Artists Communications (South          2270763
Thames Estuary) Limited
United Artists Communications                 2407676
(Tyneside) Limited
SBC CableComms (UK) Limited                   2795350
Southwestern Bell International               2378768
Holdings Limited
Midlands Cable Communications                 1882074
Limited
Telford Telecommunications Limited            2389377
North West Cable Communications               2321124
Limited
Cable Communications Wigan Limited            2451112
Cable Communications (Central                 1737862
Lancashire) Limited
Cable Communications Liverpool                1615567
Limited
Cable Communications (St. Helens &            2466599
Knowsley) Limited
Telewest (Motherwell) Limited                SC150057
United Artists Communications                 1697437
(London South) Limited
United Artists Communications (Avon)         2271287
Limited
<PAGE>
Tayside Cable Systems Limited                SC096816
Kingdom Cablevision Limited                  SC119523
Scotcable (Motherwell) Limited               SC121617
Scotcable (Cumbernauld) Limited              SC121614
Scotcable (Dumbarton) Limited                SC121700
Cable North (Forth District)                 SC122481
Limited
United Artists Communications                 SC80891
(Scotland) Limited
Telewest Scotland Holdings Limited           SC150058
Telewest Communications (Internet)           03141035
Limited
Telewest Southport Limited                   03085912
Crystal Palace Radio Limited                 01459745
Avon Cable Investments Limited                2487110
Telewest (Worcester) Limited                 02475098

<PAGE>

                            Part B

              The Original Charging Partnerships

               (1)                               (2)
         PARTNERSHIP NAME            PRINCIPAL PLACE OF BUSINESS

Cotswolds Cable Limited             Concord House,
Partnership                         Staverton Technology Park,
                                    Staverton,
                                    Cheltenham,
                                    Gloucestershire GL51 6TQ

Estuaries Cable Limited             Communications House,
Partnership                         Scimitar Park,
                                    Courtauld Park,
                                    Basildon,
                                    Essex SS1 1ND

TCI/US WEST Cable Communications    Genesis Business Park,
Group                               Albert Drive,
                                    Woking,
                                    Surrey GU21 5RW

Tyneside Cable Limited Partnership  Communications House,
                                    1 Duke's Way West,
                                    Team Valley,
                                    Gateshead,
                                    County Durham NE11 6EG

United Artists Communications       Communications House,
(North East) Partnership            1 Duke's Way West,
                                    Team Valley,
                                    Gateshead,
                                    County Durham NE11 6EG

United Artists Communications       Communications House,
(South East) Partnership            Scimitar Park,
                                    Courtauld Park, Basildon,
                                    Essex SS1 1ND

London South Cable Partnership      Communications Centre, 5
                                    Factory Lane,
                                    Croydon, Surrey

Avon Cable Limited Partnership      700 Waterside Drive, Aztec
                                    West,
                                    Almondsbury, Bristol BS12 4ST

Edinburgh Cable Limited             1 South Gyle Crescent Lane,
Partnership                         Edinburgh, EH2 9EG

United Cable (London South)         Communications Centre,
Limited Partnership                 5 Factory Lane, Croydon,
                                    Surrey
<PAGE>

Avon Cable Joint Venture            700 Waterside Drive, Aztec
                                    West,
                                    Almondsbury, Bristol BS12 4ST

London South Joint Venture          Communications Centre,
                                    5 Factory Lane, Croydon,
                                    Surrey

United Artists Communications       Network Centre,
(Cotswolds) Venture                 Staverton Technology Park,
                                    Staverton,
                                    Cheltenham, Gloucestershire
                                    GL51 6TQ

United Artists Communications       1 South Gyle Crescent Lane,
(Scotland) Venture                  Edinburgh, EH2 9EG
     
<PAGE>
                            Part C

            The Original Non-Charging Subsidiaries


                   (1)                            (2)
              COMPANY NAME                   COMPANY NUMBER

Cable Communications Telecomm Limited           02423585
Cable Communications Limited                    01860121
Cable Communications (Fylde & Wyre)             02935056
Limited
Telewest Share Trust Limited                    02472760
Telewest Trustees Limited                       03071066
Crystalvision Productions Limited               01947225
Capital City Cablevision Limited                SC80665
Edinburgh Cablevision Limited                   SC078895
Hieronymous Limited                             SC80135
Cable Communications South East                 03006851
Staffordshire Limited
Cable Communications Shrewsbury Limited         03039816
Perth Cable Television Limited                  SC032627
Dundee Cable and Satellite Limited              SC093114
Cable Guide Limited                             02025654

<PAGE>
                            Part D

               The Banks and their Commitments

        Name             Address and telex and     Commitment
                           facsimile numbers          (pound)

The Bank of New York   46 Berkeley Street           240,000,000
Company, Inc.          London
                       W1X  6AA

                       Tel:      0171 322 6017
                       Fax:    0171 322 6032
                       Attention:Loans
                               Administration
Canadian Imperial      Cottons Centre               240,000,000
Bank of Commerce       Cottons Lane
                       London SE1 2QL

                       Tel:      0171 234 6000
                       Fax:   0171 234 6433
                       Attention:Supervisor,
                              Banking Services
Chemical Bank          Trinity Tower                240,000,000
                       9 Thomas More Street
                       London E1 9YT

                       Tel:      0171 777 2170
                       Fax:   0171 777 2114
                       Attention:Julian Pitt,
                              Asset Finance
National Westminster   135 Bishopsgate              240,000,000
Bank Plc               London EC2M 3UR

                       Tel:      0171 375 5085
                       Fax:   0171 375 5820
                       Telex: 882121
                       Attention:Portfolio
                              Management
The Toronto-Dominion   Triton Court                 240,000,000
Bank                   14/18 Finsbury Square
                       London EC2A 1DB

                       Tel:      0171 920 0272
                       Fax:   0171 638 2551
                       Telex: 886142
                       Attention:Manager,
                              Corporate
                              Services

                                                   1,200,000,000
                                                   -------------
<PAGE>

                          SCHEDULE 2

                            Part A

                   Form of Drawdown Notice



To:  CIBC Wood Gundy plc
     Cottons Centre
     Cottons Lane
     London  SE1 2QL


Attention: Supervisor, Banking Services                               [Date]

                       (pound)1,200,000,000 Loan Facility
                        Loan Agreement dated 22 May, 1996
            (as from time to time amended, varied, extended, restated
                        or replaced the "Loan Agreement")

1.   We refer to the above Loan Agreement and hereby give you notice that we
     wish to draw a Revolving Advance under Tranche [A]/[B] of oe[ ] on [ ] and
     select a Term for such Revolving Advance of [ ] months. The funds should be
     credited to [name and number of account] with [bank in London].

2. We confirm that:

          (i)  no event or circumstance has occurred and is continuing
               which constitutes a Default;

          (ii) the representations and warranties referred to in clause 9.3
               including those deemed to be made by the Borrower pursuant to
               such clause are (subject as provided in clause 9.3) true and
               correct at the date hereof as if each was made with respect to
               the facts and circumstances existing at the date hereof;

          (iii)the borrowing to be effected by such Revolving Advance will be
               within our powers, has been validly authorised by appropriate
               action and will not cause any limit on our borrowings (whether
               imposed by statute, regulation, agreement or otherwise) to be
               exceeded; and

          (iv) [if drawdown is to be used to fund an acquisition or
               investment within (vi) of "Permitted Investments"] the
               investment/acquisition towards which the proceeds of this
               drawdown will be applied satisfies the requirements of paragraph
               (vi) of the definition of Permitted Investments.

3.   We confirm that Consolidated Annualised TCN Group Net Operating Cash Flow
     in the most recently delivered Monthly Management Accounts was [ ].
<PAGE>

4.   We further confirm that the ratio of the Tranche B Loan (including, for
     these purposes, the amount of the Advance the subject of this notice) to
     Consolidated Annualised TCN Group Net Operating Cash Flow as calculated
     from the most recently delivered Monthly Management Accounts delivered to
     the Agent under this Agreement was [ ].


Words and expressions defined in the Loan Agreement shall have the same meanings
where used herein.

                     For and on behalf of
           Telewest Communications Networks Limited



      ..................................................
                      Authorised Officer

<PAGE>
                          SCHEDULE 2

                            Part B

                   Form of Rollover Notice

To:  CIBC Wood Gundy plc
     Cottons Centre
     Cottons Lane
     London  SE1 2QL

Attention:  Supervisor, Banking Services                              [Date]

                       (pound)1,200,000,000 Loan Facility
                        Loan Agreement dated 22 May, 1996
                (as from time amended, varied, extended, restated
                        or replaced the "Loan Agreement")

We refer to the above Loan Agreement and hereby give you notice that we wish to
draw a Revolving Advance of oe[ ] on [ ] under Tranche [A/B] and select a Term
for such Revolving Advance of [ ] months. The funds should be applied in
repayment [in part] of the Revolving Advance of oe[ ] which falls due to be
repaid on the same day in accordance with clause 4.13 of the Loan Agreement.

Words and expressions defined in the Loan Agreement shall have the same meanings
when used herein.

                     For and on behalf of
           Telewest Communications Networks Limited


                 ...........................
                      Authorised Officer
<PAGE>
                          SCHEDULE 2

                            Part C

                  Form of Conversion Notice


To:  CIBC Wood Gundy plc
     Cottons Centre
     Cottons Lane
     London  SE1 2QL

Attention: Supervisor, Banking Services                               [Date]

                       (pound)1,200,000,000 Loan Facility
                        Loan Agreement dated 22 May, 1996
                (as from time amended, varied, extended, restated
                        or replaced the "Loan Agreement")

We refer to the Revolving Advance made to us of oe[ ] on [ ] with a Term of [ ]
under Tranche [A]/[B]. Words and expressions defined in the Loan Agreement shall
have the same meanings when used herein.

We hereby give you notice that we wish to convert such Revolving Advance to a
Revolving Advance under Tranche [A/B] with effect from [ ] (the "Conversion
Date").

We confirm that:

          (iv) no event or circumstance has occurred and is continuing
               which constitutes a Default;

          (v)  the representations and warranties referred to in clause 9.3
               including those deemed to be made by the Borrower pursuant to
               such clause are (subject as provided in clause 9.3) true and
               correct at the date hereof as if each was made with respect to
               the facts and circumstances existing at the date hereof; and

          (vi) the borrowing effected by such Revolving Advance is within our
               powers, has been validly authorised by appropriate action and
               will not cause any limit on our borrowings (whether imposed by
               statute, regulation, agreement or otherwise) to be exceeded.
<PAGE>

We confirm that as at the Conversion Date we will be in compliance with clause
4.2 and clause 4.3 of the Loan Agreement.


                     For and on behalf of
           Telewest Communications Networks Limited



             ...................................
                      Authorised Officer

<PAGE>
                                   SCHEDULE 3

             Documents and evidence required as conditions precedent

(b)     Copies, certified as true, complete and up-to-date copies by the Company
        Secretary of the Borrower, of the Memorandum and Articles of Association
        of the Borrower.

(c)     A copy certified as a true copy by the Company Secretary of Resolutions
        of the Board of Directors of the Borrower evidencing approval of this
        Agreement and any Security Document to which it is a party and
        authorising its appropriate officers to execute and deliver this
        Agreement, each Security Document to which it is a party and to give all
        notices and take all other action required by the Borrower under this
        Agreement and each Security Document to which it is a party.

(d)     A copy, certified as a true copy by the Company Secretary, of
        Resolutions of the Board of Directors of Telewest evidencing approval of
        the Deed of Subordination, the Telewest Assignment and the RBL Step-In
        Rights Agreement and authorising its appropriate officers to execute and
        deliver the Deed of Subordination, the Telewest Assignment and the RBL
        Step-In Rights Agreement and to give all notices and to take all action
        required by it under the Deed of Subordination, the Telewest Assignment
        and the RBL Step-In Rights Agreement.

(e)     Specimen signatures, authenticated by the relevant Company Secretary, of
        the persons authorised in the Resolutions of the Board of Directors
        referred to in paragraphs (b) and (c) above.

(f)     Copies, certified as true copies by the relevant duly authorised officer
        from Legibus Secretaries Limited as agents for receipt of service of
        process referred to in this Agreement and/or the Security Documents of
        acknowledgment of appointment as such.

(g)     The Deed of Subordination, the Telewest Assignment and the RBL Step-in
        Rights Agreement having been duly executed and delivered by Telewest.

(h)     The Security Documents having been duly executed and delivered by the
        Borrower and the other applicable TCN Entities.

(i)     A notice in the form attached to the Debenture having been given to each
        insurer of all or any of the material assets of the Borrower and each
        TCN Entity and the same having been agreed and accepted by each relevant
        insurer.

(j)     Copies, certified as true copies by the Company Secretary of the
        Borrower, of each Principal Agreement, the Licences, and each
        inter-connect agreement entered into between Mercury Communications
        Limited and members of the TCN Group together with a certificate from
        the Company Secretary of the Borrower confirming that such documents are
        in full force and effect.

(k)     Confirmation from Alexander & Alexander that all the assets of the
        Borrower and each other TCN Entity are insured in accordance with the
        provisions of this Agreement and the Debenture.
<PAGE>
(l)  An opinion of Norton Rose, solicitors to the Agent, dated no earlier than
     15 days prior to the date of this Agreement.

(m)  A letter, addressed to the Agent and the Banks, from KPMG Peat Marwick
     stating that in KPMG Peat Marwick's opinion the financial projections and
     underlying accounting assumptions of the Agreed Base Case delivered to the
     Arrangers prior to the date of this Agreement are reasonable.

(n)  A copy of the budget of the TCN Group for the period commencing on 1
     January 1996 and ending on 31 December 1996.

(o)  A copy, certified as a true copy by a Director of the Borrower, of the
     Agreed Base Case.

(p)  A letter from KPMG Peat Marwick confirming that any borrowing limit set out
     in Telewest's Articles of Association will not be exceeded by the borrowing
     by the Borrower of all the Commitments.

(q)  A letter from a director of Telewest confirming that as of the first
     Drawdown Date there has been no change in the financial position of the TCN
     Group which would result in KPMG Peat Marwick's letter being incorrect if
     taken as at the first Drawdown Date.

(r)  Copies, certified as true, complete and up-to-date copies by the relevant
     Company Secretary or Partnership Secretary of the certificate of
     incorporation and Memorandum and Articles of Association of each Original
     Charging Subsidiary or Partnership Agreement of each Original Charging
     Partnership incorporating any amendments thereto reasonably required by the
     Agent to ensure each Original Charging Subsidiary or Original Charging
     Partnership can comply with the terms of this Agreement and the Security
     Documents.

(s)  A copy certified as a true copy by the Company Secretary of Resolutions of
     the Board of Directors of each Original Charging Subsidiary and by a
     Partnership Secretary of Resolutions of the Partners of each Original
     Charging Partnership evidencing approval of this Agreement, and any
     Security Document to which it is a party and authorising its appropriate
     officers to execute and deliver this Agreement and the Security Documents
     to which it is a party and to give all notices and take all other action
     required by each such Original Charging Subsidiary or, as the case may be,
     such Original Charging Partnership under this Agreement and each Security
     Document to which it is a party together with a copy of the resolutions of
     the authorised representative of each General Partner of each Charging
     Partnership evidencing approval of this Agreement and any Security Document
     to which it is a party certified as a true copy by a responsible officer of
     such General Partner and certifying as to the authority of such authorised
     representative.

(t)  Specimen signatures certified by the relevant Company Secretary or
     Partnership Secretary of the persons authorised by the resolutions referred
     to in paragraph (r) above.

(u)  Save where the relevant shares are registered in the name of the Security
     Trustee or its nominee, share certificates (together with any relevant
     declarations of trust and copies, certified as true copies by the relevant
     Company Secretaries of resolutions of the Boards of Directors of the
     relevant legal owners authorising the execution and delivery of such
     declarations of trust and duly executed stamped stock transfer forms but
     with the name of the transferee left blank) in respect of the entire issued
     share capital of the Original Charging Subsidiaries.
<PAGE>
(v)  Opinions of legal counsel to the Agent in the jurisdiction of incorporation
     or formation of each Original Charging Subsidiary and each Original
     Charging Partnership dated no earlier than 15 days prior to the date hereof
     including an opinion from Morrison & Foerster together with an opinion from
     Sherman and Howard L.L.C., special legal counsel to the Borrower in Denver,
     Colorado, dated no earlier than 15 days prior to the date hereof.

(w)  A Pledge and Security Agreement with respect to each of the Original
     Charging Partnerships organised under the laws of one of the United States
     of America in each case duly executed and delivered by each and every of
     the partners in such Original Charging Partnership.

(x)  Certificates of valid existence by the appropriate State in relation to
     each of the Original Charging Partnerships that is a limited partnership
     and is organised under the laws of one of the United States of America.

(y)  Evidence of release of all Encumbrances listed in Part I of Schedule 8.

(z)  Certified copies of notices from the relevant Borrowers to the relevant
     Agents cancelling the London South/Avon and Scotland Facilities.

(aa) Receipt of all regulatory consents and letters (in the agreed form) and the
     effecting of all registrations required in connection with this Agreement
     and the Security Documents, including letters from the ITC, OFTEL and the
     DTI.

(bb) Confirmation from an authorised officer of the Borrower that a minimum of
     oe1,750,000,000 of equity and/or subordinated shareholder loans has been
     injected into the TCN Group (for these purposes including predecessor
     businesses).

(cc) Confirmation from an authorised officer of the Borrower that no member of
     The Telewest Group is in default under any existing financing arrangements
     including the Senior Securities.

(dd) A UCC-1 financing statement executed by each of the partners in each of the
     Original Charging Partnerships that is organised under the laws of one of
     the United States of America with respect to their respective pledges under
     the Pledge and Security Agreements.

(ee) Certified copy of each Borrower/Telewest Transfer Agreement.

(ff) Certified copies of those charges detailed at Part II of Schedule 8 and
     underlying loan documentation, together with a notice to each party secured
     by an existing encumbrance, such notice to be in a form agreed between the
     Borrower and the Agent, and any acknowledgements of such notices which the
     Borrower has, using its reasonable endeavours, been able to procure.

(gg) Certified copies of Telewest/TCN Group loan documentation and details of
     all amounts outstanding thereunder.
<PAGE>
(hh) Confirmation from the Company Secretary of the Borrower that there are no
     outstanding Encumbrances or Borrowings other than Permitted
     Encumbrances/Permitted Borrowings.

(ii) Title documents to all properties to be charged under the Debenture which
     are valued at over oe500,000 (other than those subject to a Prior Charge
     (as defined in the Debenture) where the prior Chargee has or is entitled to
     the title documents).

(jj) Disclosure Letter.

(kk) Evidence that interest rate hedging arrangements in accordance with Clause
     10.1(aa) of this Agreement have been put in place, effective as of the
     first Drawdown Date.
<PAGE>
                                   SCHEDULE 4

                         Calculation of Additional Cost


22.  The Additional Cost for any period is calculated in accordance with the
     following formula:





     where on the day of application of the formula:

     B    is the percentage of the Agent's eligible liabilities which the Bank
          of England then requires the Agent to hold on a non-interest-bearing
          deposit account in accordance with its cash ratio requirements;

     Y    is the percentage rate at which Sterling deposits are offered by the
          Agent to leading banks in the London interbank market at or about 11
          a.m. on that day for the relevant period;

     L    is the percentage of eligible liabilities which (as a result of the
          requirements of the Bank of England) the Agent maintains as secured
          money with members of the London Discount Market Association or in
          certain marketable or callable securities approved by the Bank of
          England;

     X    is the percentage rate at which secured Sterling investments may be
          placed by the Agent with members of the London Discount Market
          Association at or about 11 a.m. on that day for the relevant period
          or, if greater, the rate at which Sterling bills of exchange (of a
          tenor equal to the duration of the relevant period) eligible for
          rediscounting at the Bank of England can be discounted in the London
          Discount Market at or about 11 a.m. on that day;

     S    is the percentage of the Agent's eligible liabilities which the Bank
          of England requires the Agent to place as a special deposit; and

     Z    is the interest rate expressed as a percentage per annum allowed by
          the Bank of England on special deposits.

23. For the purposes of this Schedule 4:

     23.1 "eligible liabilities" and "special deposits" have the meanings given
          to them at the time of application of the formula by the Bank of
          England; and

     23.2 "relevant period" in relation to each period for which Additional Cost
          falls to be calculated means:
<PAGE>
          (a)  if it is 3 months or less, that period; or

          (b) if it is more than 3 months, 3 months.

24.  In the application of the formula, B, Y, L, X, S and Z are included in the
     formula as percentages, e.g. if B = 0.5 per cent. and Y = 15 per cent. BY
     is calculated as 0.5 x 15.

25.  The formula is applied on the first day of each relevant period. Each
     amount is rounded up (if necessary) to the nearest four decimal places.

26.  If the Agent determines that a change in circumstances has rendered, or
     will render, the formula inappropriate, the Agent (after consultation with
     all of the Banks) shall notify the Borrower of the manner in which the
     Additional Cost will subsequently be calculated. The manner of calculation
     so notified by the Agent shall, in the absence of manifest error, be
     binding on all the parties.

<PAGE>
                                   SCHEDULE 5

                        Form of Substitution Certificate


Banks are advised not to employ Substitution Certificates or otherwise to assign
or transfer interests in the Agreement without first ensuring that the
transaction complies with all applicable laws and regulations, including the
Financial Services Act 1986 and regulations made thereunder.


To:  CIBC Wood Gundy plc
     Cottons Centre
     Cottons Lane
     London  SE1 2QL

Attention:      Supervisor, Banking Services

                                                        [Date]


                            Substitution Certificate

This Substitution Certificate relates to a Loan Agreement (as from time to time
amended, varied, extended, restated or replaced (the "Agreement") dated 22 May,
1996 between Telewest Communications Networks Limited as Borrower (1), the
Subsidiaries of the Borrower whose respective names and registered numbers are
set out in part A of Schedule 1 thereto, (2), the Associated Partnerships of the
Borrower whose respective names and principal places of business are set out in
part B of Schedule 1 thereto, (3), the Arrangers (4), the banks and financial
institutions whose respective names and addresses are set out in Part D of
Schedule 1 thereto as Banks (5), the Agent (6) and the Security Trustee (7).
Terms defined in the Agreement shall have the same meaning in this Substitution
Certificate.

27.  [Existing  Bank] (the "Existing Bank") (a)  confirms  the
     accuracy of the summary of its participation in the Agreement
     set out in the Schedule hereto; and (b) requests [Substitute
     Bank] (the "Substitute") to accept by way of novation the
     portion of such participation specified in the schedule hereto
     by countersigning and delivering this Substitution Certificate
     to  the  Agent at its address for the service of  notices
     specified in the Agreement.

28.  The  Substitute hereby requests the Agent (on  behalf  of
     itself, the Arrangers, the Security Trustee, the Borrower, the
     other TCN Entities, the Banks, the Bond Providers (as defined
     in the Security Trust Deed and the Interest Rate Beneficiaries
     (as  defined in the Security Trust Deed)) to accept  this
     Substitution Certificate as being delivered to the  Agent
     pursuant  to and for the purposes of clause 17.4  of  the
     Agreement,  so as to take effect in accordance  with  the
     respective terms thereof on [date of transfer] (the "Effective
     Date")  or  on  such later date as may be  determined  in
     accordance with the terms thereof.

29.  The  Agent  (on  behalf  of itself,  the  Arrangers,  the
     Security Trustee, the Borrower, the other TCN Entities, the
     Banks, the Bond Providers (as defined in the Security Trust
<PAGE>
     Deed and the Interest Rate Beneficiaries (as defined in the
     Security Trust Deed)) confirms the novation effected by this
     Substitution Certificate pursuant to and for the purposes of
     clause  17.4  of  the Agreement so as to take  effect  in
     accordance with the terms thereof.

30.  The Substitute confirms:

     30.1 that it has received a copy of the Agreement, the Security Documents
          and all other documentation and information required by it in
          connection with the transactions contemplated by this Substitution
          Certificate;

     30.2 that it has made and will continue to make its own assessment of the
          validity, enforceability and sufficiency of this Agreement and the
          Security Documents and the Substitution Certificate and has not relied
          and will not rely on the Existing Bank, any Arranger, the Security
          Trustee, any other Bank or the Agent or any statements made by any of
          them in that respect;

     30.3 that it has made and will continue to make its own credit assessment
          of the Borrower, each other TCN Entity and Telewest and has not relied
          and will not rely on the Existing Bank, any Arranger, the Security
          Trustee, any other Bank or any statements made by any of them in that
          respect;

     30.4 accordingly, none of the Existing Bank, any Arranger, the Security
          Trustee, any other Bank or the Agent shall have any liability or
          responsibility to the Substitute in respect of any of the foregoing
          matters; and

     30.5 it is a Qualifying Bank.

31.  Execution of this Substitution Certificate by the Substitute constitutes
     its representation to the Existing Bank and all other parties to the
     Agreement and the Security Trust Deed that it has power to become party to
     the Agreement and the Security Trust Deed as a Bank on the terms herein and
     therein set out and has taken all necessary steps to authorise execution
     and delivery of this Substitution Certificate.

32.  The Existing Bank makes no representation or warranty and assumes no
     responsibility with respect to the legality, validity, effectiveness,
     adequacy or enforceability of the Agreement or the Security Documents or
     any document relating thereto and assumes no responsibility for the
     financial condition of the Borrower, each other TCN Entity and Telewest or
     any other party to the Agreement or the Security Documents or for the
     performance and observance by the Borrower, each other TCN Entity and
     Telewest or any other such party of any of its obligations under the
     Agreement or the Security 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.

33.  The Substitute hereby undertakes to the Existing Bank, the Borrower, the
     other TCN Entities, the Arrangers, the Security Trustee, the other Banks,
     the Bond Providers, the Interest Rate Beneficiaries and the Agent that it
     will perform in accordance with their terms all those obligations which by
     the respective terms of the Agreement and the Security Documents will be
     assumed by it after acceptance of this Substitution Certificate by the
     Agent.
<PAGE>
34.  This Substitution Certificate and the rights and obligations of the parties
     hereunder are governed by and shall be construed in accordance with English
     law.

Note:      This  Substitution Certificate is not  a  security,
     bond, note, debenture, investment or similar instrument.

AS WITNESS the hands of the authorised signatories of the parties hereto on the
date appearing below.

<PAGE>
                         The Schedule


     Amount of         Next Interest    Portion novated
     Contribution      Payment Date(s)  (oe)

     Tranche A Advance(s)
     Tranche B Revolving
     Advance(s)
     Tranche B Term
     Advance(s)

          Amount of Commitment       Portion novated (oe)






             Administrative Details of Substitute

Lending office:

Account for payments:

Telephone:

Telex:

Fax:

Attention:


[Existing Bank]                         [Substitute]
By:                                  By:
Date:                                   Date:


The Agent
By:
Date:


on its own behalf and on behalf of the Borrower, the other TCN Entities, the
Arrangers, the Security Trustee, the Bond Providers, the Interest Rate
Beneficiaries and the Banks.

<PAGE>
                                   SCHEDULE 6

                                     Part A

                Form of Compliance Certificate to be issued by an
                       Authorised Officer of the Borrower


CIBC Wood Gundy plc
Cottons Centre
Cottons Lane
London  SE1 2QL

Attention: Supervisor, Banking Services

                                                        [Date]
Dear Sirs

                    Telewest Communications Networks Limited
      (pound)1,200,000,000 Loan Facility, Loan Agreement dated 22 May, 1996
     (as from time to time amended, varied, extended, restated or replaced
                             (the "Loan Agreement")

We refer to the Loan Agreement and deliver this Certificate in respect of the
Quarterly Period ended [ ] pursuant to clause 10.1(j)(a)(ii) thereof. Terms
defined in the Loan Agreement shall have the same meaning when used in this
Certificate. Net Operating Cashflow shall herein be defined as "NOCF".

We confirm that on or as of the last day of the Quarterly Period ending [ ]:

35.  Consolidated TCN Group Net Operating Cashflow for the Six Month Period
     ended [ ] was [ ].

36.  **Consolidated Annualised TCN Group NOCF for the Six Month Period ended [
     ], was [ ].

37.  **Total TCN Group Debt as at [       ] was [           ].

38.  **Tranche B Loan as at [       ] was [          ].

39.  ***Facility Debt Interest Charges for the Six Month Period ended [ ] was [
     ].

40.  ****Total TCN Group Cash Paying Debt Interest Charges for the Six Month
     Period ended [ ] was [ ].

41.  ****Consolidated Telewest Group NOCF for the Six Month Period ended [ ] was
     [ ].
<PAGE>
42.  ****Total Telewest Group Cash Paying Debt Interest Charges for the Six
     Month Period ended [ ] was [ ].

43.  *****On the basis of projections provided by Telewest management, Pro-forma
     Total Telewest Group Debt Service for the twelve months commencing [ ] is [
     ].

44.  ******On the basis of projections provided by Telewest management, Proforma
     Total TCN Group Debt Service for the twelve months commencing [ ].

Based on the above, we confirm that on [        ]:

(1)  *Actual Consolidated TCN Group NOCF divided by Consolidated TCN Group NOCF
     as set out in the Agreed Base Case was [ %].

(2)  **Tranche B Loan divided by Consolidated Annualised TCN Group NOCF was [
     x].

(3)  ***Consolidated TCN Group NOCF divided by Facility Debt Interest Charges
     was [ x].

(4)  ****Consolidated TCN Group NOCF divided by Total TCN Group Cash Paying Debt
     Interest Charges was [ x].

(5)  ****Consolidated Telewest Group NOCF divided by Total Telewest Group Cash
     Paying Debt Interest Charges was [ x].

(6)  *****Consolidated Annualised Telewest Group NOCF divided by Proforma Total
     Telewest Group Debt Service was [ x].

(7)  ******Consolidated Annualised TCN Group NOCF divided by Proforma Total TCN
     Group Debt Service was [ x].

Based on the above, we confirm that the Borrower was in compliance with the
undertakings set out in clause 12.1(a) to (g) as at [ ].

We also confirm that the representations and warranties referred to in clause
9.3 including those deemed to be made by the Borrower pursuant to such clause
are (subject as provided in clause 9.3) true and correct at the date hereof as
if each was made with respect to the facts and circumstances existing at the
date hereof.

                              For and on behalf of
                             Telewest Communications
                                Networks Limited


           ..........................................................
                               Authorised Officer

<PAGE>
*         To be reported until Total TCN Group Debt: Consolidated Annualised TCN
          Group NOCF is equal to or less than 5.0x for two consecutive quarters

**        To be reported with effect from 30 September 1996

***       To be reported with effect from 31 March 1997

****      To be reported with effect from 31 March 1998

*****     To be reported with effect from 31 March 1999

******    To be reported with effect from 31 June 2000

<PAGE>
                                     Part B

               Form of Compliance Certificate to be issued by the
                            Auditors of the TCN Group


CIBC Wood Gundy plc
Cottons Centre
Cottons Lane
London  SE1 2QL

Attention: Supervisor, Banking Services


Dear Sirs

                    Telewest Communications Networks Limited
      (pound)1,200,000,000 Loan Facility, Loan Agreement dated 22 May, 1996
      as from time to time amended, varied, extended, restated or replaced
                             (the "Loan Agreement")

We refer to the Loan Agreement and, in accordance with our instructions, deliver
this Certificate in respect of the financial year ended 31 December [ ] pursuant
to clause 10.1(j)(a)(ii) thereof. Terms defined in the Loan Agreement shall have
the same meaning when used in this Certificate. Net Operating CashFlow shall be
defined as "NOCF".

On the basis of the consolidated audited accounts of the Borrower and Telewest
for the financial year ended 31 December [ ] and on the basis of unaudited
management accounts for the six month period ended 30 June [ ], we confirm that:

45.  Consolidated TCN Group Net Operating Cashflow for the Six Month Period
     ended [ ] was [ ].

46.  **Consolidated Annualised TCN Group NOCF for the Six Month Period ended [
     ], was [ ].

47.  **Total TCN Group Debt as at [       ] was [           ].

48.  **Tranche B Loan as at [       ] was [          ].

49.  ***Facility Debt Interest Charges for the Six Month Period ended [ ] was [
     ].

50.  ****Total TCN Group Cash Paying Debt Interest Charges for the Six Month
     Period ended 31 December [ ] was [ ].

51.  ****Consolidated Telewest Group NOCF for the Six Month Period ended [ ] was
     [ ].
<PAGE>
52.  ****Total  Telewest  Group  Cash  Paying  Debt   Interest
     Charges  for the Six Month Period ended [       ]  was  [
     ].

53.  *****On the basis of projections provided by Telewest management, Pro-forma
     Total Telewest Group Debt Service for the twelve months commencing [ ] is [
     ].

54.  ******On the basis of projections provided by Telewest management, Proforma
     Total TCN Group Debt Service for the twelve months commencing [ ].

Based on the above, we confirm that on [        ]:

(a)  *Actual Consolidated TCN Group NOCF divided by Consolidated TCN Group NOCF
     as set out in the Agreed Base Case was [ %].

(b)  **Tranche B Loan divided by Consolidated Annualised TCN Group NOCF was [
     x].

(c)  ***Consolidated TCN Group NOCF divided by Facility Debt Interest Charges
     was [ x].

(d)  ****Consolidated TCN Group NOCF divided by Total TCN Group Cash Paying Debt
     Interest Charges was [ x].

(e)  ****Consolidated Telewest Group NOCF divided by Total Telewest Group Cash
     Paying Debt Interest Charges was [ x].

(f)  *****Consolidated Annualised Telewest Group NOCF divided by Proforma Total
     Telewest Group Debt Service was [ x].

(g)  ******Consolidated Annualised TCN Group NOCF divided by Proforma Total TCN
     Group Debt Service was [ x].

Based on the above, we confirm that the Borrower was in compliance with the
undertakings set out in clause 12.1(a) to (g) as at [ ].

                              For and on behalf of


           ..........................................................
                                    Auditors



*         To be reported until Total TCN Group Debt: Consolidated Annualised TCN
          Group NOCF is equal to or less than 5.0x for two consecutive quarters

**        To be reported with effect from 31 December 1996

***       To be reported with effect from 31 December 1997

****      To be reported with effect from 31 December 1998

*****     To be reported with effect from 31 December 1999

******    To be reported with effect from 31 December 2000
<PAGE>
                                   SCHEDULE 7

                          Form of Deed of Subordination




                                DATED 22 May 1996




                           TELEWEST COMMUNICATIONS PLC


                                       and


                               CIBC WOOD GUNDY PLC
                               as Security Trustee




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

                              DEED OF SUBORDINATION
                  ---------------------------------------------



<PAGE>
THIS DEED OF SUBORDINATION is dated 22 May, 1996 and made

BETWEEN:

(1)  TELEWEST COMMUNICATIONS PLC (Company No. 2983307) whose registered office
     is at Genesis Business Park, Albert Drive, Woking, Surrey GU21 5RW (the
     "Creditor"); and

(2)  CIBC WOOD GUNDY PLC of Cottons Centre, Cottons Lane, London SE1 2QL in its
     capacity as Security Trustee for the Beneficiaries (as defined below) (in
     this capacity, the "Security Trustee").

WHEREAS

55.  By an agreement dated 22 May, 1996 (as from time amended, varied, extended,
     restated or replaced the "Loan Agreement") and made between Telewest
     Communications Networks Limited as Borrower (1), certain Subsidiaries of
     the Borrower (2), certain Associated Partnerships of the Borrower (3), the
     Arrangers (4), the banks and financial institutions whose names and
     addresses are set out in Part D of Schedule 1 thereto, (5) the Agent (6)
     and the Security Trustee (7), the Banks agreed, upon and subject to the
     terms and conditions of the Loan Agreement, to make available to the
     Borrower a revolving credit facility converting to a reducing term loan of
     up tooe1,200,000,000.

56.  The execution of this Deed is one of the conditions precedent to the
     obligation of each Bank to make its Commitment available under the Loan
     Agreement.


NOW IT IS AGREED as follows:

57.       Interpretation

57.1      Definitions

In this Deed, unless the context otherwise requires:

"Beneficiaries" has the meaning ascribed thereto in the Security Trust Deed;

"Collateral Instruments" means the Security Documents, any guarantees and any
other documents or instruments (including, without limitation, any other
document or instrument creating or evidencing a mortgage, charge (whether fixed
or floating), pledge, lien, hypothecation, assignment, trust arrangement or
security interest of any kind) which contain or evidence an obligation (with or
without security) to pay, discharge or be responsible directly or indirectly for
any of the Secured Liabilities under or pursuant to the Loan Agreement;

"Incapacity" means in relation to a person the death, bankruptcy, insolvency,
liquidation, dissolution, winding-up, administration, receivership,
amalgamation, reconstruction or other incapacity of that person whatsoever (and,
in the case of a partnership, includes the termination or change in the
composition of such partnership);
<PAGE>
"Insolvency Event" means, in relation to the Borrower or any of its Subsidiaries
or Associated Partnerships (other than any Immaterial Group Entities) any of the
events or circumstances described in clause 13.1(h) to (n) inclusive of the Loan
Agreement;

"Insolvency Proceedings" means winding-up, dissolution, liquidation,
receivership, administration, voluntary arrangements, proceedings under Title 11
of the United States Bankruptcy Code or any proceedings in any jurisdiction
which correspond with or have an effect equivalent to any of the same;

"Liabilities" means all obligations and liabilities whatsoever, whether express
or implied, whether as principal or surety, whether present or future, actual or
contingent, whether joint or several, in whatever style, name or form and in
whatever currency denominated;

"Permitted  Amounts" means all amounts which the  Borrower  or
any  of  its  Subsidiaries are permitted to  pay  pursuant  to
Clauses 11.1(l), (m) and (n) of the Loan Agreement;

"Secured Liabilities" means all obligations, present, future or contingent,
joint or several, of any TCN Entity pursuant to the Loan Agreement and/or any
Security Document; and

"Security Provider" means any person who has or may at any time hereafter enter
into a Collateral Instrument.

57.2      Defined Expressions

Unless the context requires or unless otherwise defined in this Deed, words and
expressions defined in the Loan Agreement shall have the same meaning when used
in this Deed (including its Recitals).

57.3      Headings

Clause headings are inserted for convenience of reference only and shall be
ignored in the interpretation of this Deed.

57.4      Construction of certain terms

In this Deed, unless the context otherwise requires:

(a)  references to clauses are to be construed as references to the clauses of
     this Deed;

(b)  reference to (or to any specified provision of) this Deed or any other
     document shall be construed as references to this Deed, that provision or
     that document as in force for the time being and as amended in accordance
     with the terms thereof or, as the case may be, with the agreement of the
     relevant parties and (where such consent is, by the terms of this Deed or
     the relevant document, required to be obtained as a condition to such
     amendment being permitted) the prior written consent of the Agent, the
     Security Trustee, all of the Banks, the Majority Banks or the Beneficiaries
     (as the case may be);

(c)  references to a "regulation" include any present or future regulation,
     rule, directive, requirement, request or guideline (whether or not having
     the force of law) of any agency, authority, central bank or government
     department or any self-regulatory or other national or supra-national
     authority;
<PAGE>
(d)  words importing the plural shall include the singular and vice versa;

(e)  references to a time of day are to London time;

(f)  references to a person shall be construed as including references to an
     individual, firm, company, corporation, unincorporated body of persons or
     any State or any agency thereof;

(g)  reference to "set-off" includes retention, compensation and balancing of
     accounts under Scots law;

(h)  references to a "guarantee" include references to an indemnity or other
     assurance against financial loss including, without limitation, an
     obligation to purchase assets as a consequence of default by any other
     person to pay any Indebtedness and "guaranteed" shall be construed
     accordingly; and

(i)  references to any enactment shall be deemed to include references to such
     enactment as replaced, amended or reenacted from time to time.

57.5      Effect as a deed

This Deed is intended to take effect as a deed notwithstanding that the Security
Trustee and/or the Creditor may have executed it under hand only.

57.6      Successors and assigns

The expressions "Beneficiary", "Security Trustee", "Borrower", "TCN Entity",
"Agent", "Arranger", "Bank", "Security Provider" and "Creditor" include, where
the context admits, their respective successors, permitted assigns, in the case
of the Banks, their Assignees and Substitutes, in the case of the Security
Trustee such other person as may from time to time be appointed as Security
Trustee for the Beneficiaries pursuant to the terms of the Security Trust Deed
and, in the case of the Agent, such other person as may from time to time be
appointed as Agent pursuant to clause 18.11 of the Loan Agreement.

58.       Restricted Payments

The Creditor undertakes with the Security Trustee that so long as any of the
Secured Liabilities remain outstanding:

(a)  it will not, and will procure that none of its Subsidiaries or Associated
     Partnerships (which are not TCN Entities) demand, take, accept or receive,
     by set-off or in any other manner, any Restricted Payment other than a
     Permitted Amount;

(b)  it will not, and will procure that none of its Subsidiaries or Associated
     Partnerships (which are not TCN Entities) take, accept, receive or permit
     to exist any Encumbrance over all or any part of the present or future
     undertakings, assets, rights or revenues of any member of the TCN Group to
     secure any Restricted Payment;
<PAGE>
(c)  it will not, and will procure that none of its Subsidiaries, or Associated
     Partnerships (which are not TCN Entities) assign, transfer, create any
     Encumbrance over or otherwise dispose of any Restricted Payment other than
     a Permitted Amount; and

(d)  it will not, and will procure that none of its Subsidiaries or Associated
     Partnerships (which are not TCN Entities) commence any proceedings against
     any member of the TCN Group in respect of any Restricted Payment,
     (including, without limitation, any action or step with a view to
     winding-up any member of the TCN Group).

59.       Subordination

59.1      Insolvency Events

Upon an Insolvency Event occurring in respect of any TCN Entity:

(a)  the claims of the Creditor in respect of any Restricted Payment owed by
     that TCN Entity other than any Permitted Amounts shall be postponed in all
     respects to the Secured Liabilities;

(b)  the  Creditor shall not, unless otherwise directed by the
     Security Trustee, prove in any Insolvency Proceedings for any
     Restricted Payment, other than the Permitted Amounts until the
     Secured  Liabilities have first been irrevocably paid  or
     discharged  in full (and for all purposes any payment  or
     distribution of assets (whether in cash, property, securities
     or otherwise) received by the Security Trustee or any of the
     Beneficiaries shall only be taken to discharge the Secured
     Liabilities to the extent of the actual amount received);

(c)  if  the  Creditor is directed by the Security Trustee  to
     prove in any Insolvency Proceedings for all or any part of any
     Restricted Payment, other than any Permitted Amounts then it
     shall act in accordance with such directions and shall procure
     that any resultant payment or distribution of assets (whether
     in cash, property, securities or otherwise) shall be made by
     the liquidator of any member of the TCN Group or, as the case
     may be, any other person making the payment or distribution of
     assets (whether in cash, property, securities or otherwise) to
     the Security Trustee to the extent necessary to repay all the
     Secured Liabilities in full; and

(d)  the Creditor hereby irrevocably authorises and directs the Security Trustee
     to submit any proof and/or to instruct the relevant liquidator or other
     person to make any payment or distribution of assets (whether in cash,
     property, securities or otherwise) in accordance with the foregoing.

59.2      Payments contrary to this Deed

In the event of:

(a)  any payment or distribution of assets (whether in cash, property,
     securities or otherwise) being made to or right of set-off being exercised
     by the Creditor contrary to the provisions of this Deed; or
<PAGE>
(b)  any payment or distribution of assets (whether in cash, property,
     securities or otherwise) being made by a liquidator or any other person to
     the Creditor rather than to the Security Trustee as required by clause 3.1,

the Creditor shall forthwith pay to the Security Trustee an amount equal to the
payment or distribution of assets (whether in cash, property, securities or
otherwise) which shall have been so received by it up to an aggregate amount
equal to the Secured Liabilities or, as the case may be, in the case of set-off,
an amount equal to the sum set-off up to an aggregate amount equal to the
Secured Liabilities and, until such payment to the Security Trustee, the
Creditor will hold such sums on trust for the Security Trustee (provided that,
for the avoidance of doubt, this clause 3.2 shall not oblige the Creditor to
create any Encumbrance in favour of the Security Trustee over such money or
other property) and any sums so paid to the Security Trustee shall be applied in
accordance with the terms of the Security Trust Deed.

59.3      Subrogation

If the Secured Liabilities are partially paid out of any proceeds received in
respect of or on account of any Restricted Payment, the Creditor will not be
subrogated to the Secured Liabilities so paid (or any Collateral Instrument)
until the Secured Liabilities have been irrevocably paid in full.

60.       Continuing Obligations

60.1      Continuing obligations

The obligations of the Creditor hereunder shall be continuing obligations and
shall be and remain fully effective until this Deed is terminated following the
discharge in full of the Secured Liabilities notwithstanding any intermediate
reduction or settlement of the Secured Liabilities or any part thereof and
notwithstanding any increase in or variation of the Secured Liabilities or any
variation, extension or supplement to the Loan Agreement or any Security
Documents. This Deed shall terminate immediately upon the discharge in full of
the Secured Liabilities and no Beneficiary being under any obligation to permit
any Secured Liabilities to become outstanding.

60.2      Statements of accounts

Any statement of account of any TCN Entity, signed as correct by an officer of
the Security Trustee, showing the amount of the Secured Liabilities shall be
prima facie evidence of the amount of the Secured Liabilities.

60.3      Continuing security and other matters

This Deed shall:

(a)  secure the ultimate balance from time to time of the Secured Liabilities
     and shall be a continuing security, notwithstanding any settlement of
     account or other matter whatsoever;

(b)  be in addition to any present or future Collateral Instrument, right or
     remedy held by or available to the Security Trustee, the Beneficiaries or
     any of them; and
<PAGE>

(c)  not be in any prejudiced by the existence of any such Collateral
     Instrument, rights or remedies or by the same becoming wholly or in part
     void, voidable or unenforceable on any ground whatsoever or by the Security
     Trustee, the Beneficiaries or any of them dealing with, exchanging, varying
     or failing to perfect or enforce any of the same or giving time for payment
     or indulgence or compounding with the Borrower or any Security Provider.

60.4      Liability unconditional

The liability of the Creditor shall not be affected, discharged or reduced by
reason of:

(a)  the  Incapacity  or  any change in  the  name,  style  or
     constitution of the Borrower or any other Security Provider;

(b)  the Security Trustee, the Beneficiaries or any of them granting any time,
     indulgence or concession to, or compounding with, discharging, releasing or
     varying the liability of, the Borrower or any other Security Provider or
     renewing, determining, varying or increasing any accommodation, facility or
     transaction or otherwise dealing with the same in any manner whatsoever or
     concurring in, accepting or varying any compromise, arrangement or
     settlement or omitting to claim or enforce payment from the Borrower or any
     other Security Provider; or

(c)  any act or omission which but for this provision might operate to exonerate
     the Creditor.

60.5      Collateral Instruments

None of the Beneficiaries or the Security Trustee shall be obliged to make any
claim or demand on the Borrower or any other Security Provider or to resort to
any Collateral Instrument or other means of payment now or hereafter held by or
available to them or it before enforcing this Deed and no action taken or
omitted by the Security Trustee or any Beneficiary in connection with any such
Collateral Instrument or other means of payment shall discharge, reduce,
prejudice or affect the liability of the Creditor under this Deed nor shall the
Security Trustee or any Beneficiary be obliged to account for any money or other
property received or recovered in consequence of any enforcement or realisation
of any such Collateral Instrument or other means of payment.

60.6      Suspense accounts

Any money received in connection with this Deed (whether before or after any
Incapacity of the Borrower, any other Security Provider or the Creditor) may be
placed to the credit of an interest bearing suspense account with a view to
preserving the rights of the Security Trustee and each Beneficiary to prove for
the whole of their respective claims against the Borrower or any other person
liable or may be applied in or towards satisfaction of such of the Secured
Liabilities as the Security Trustee may from time to time determine in
accordance with the terms of the Security Trust Deed (which determination shall,
save in the case of manifest error, be conclusive). Interest shall accrue on
monies from time to time standing to the credit of any suspense account at the
rate agreed between the Security Trustee and the Creditor at the relevant time
or, failing such agreement, the Security Trustee's overnight deposit rate from
time to time and shall be credited to such suspense account or may be applied in
or towards satisfaction of such of the Secured Liabilities as the Security
Trustee may from time to time determine in accordance with the terms of the
Security Trust Deed (which determination shall, save in the case of manifest
error, be conclusive).
<PAGE>
60.7      Settlements conditional

Any release, discharge or settlement between the Creditor and the Security
Trustee or any of the Beneficiaries shall be conditional upon no security,
disposition or payment to the Security Trustee, or any of the Beneficiaries by
the Borrower or any other person liable being void, set aside or ordered to be
refunded pursuant to any enactment or law relating to bankruptcy, liquidation,
administration or insolvency or for any other reason whatsoever and if such
condition shall not be fulfilled the Security Trustee shall be entitled to
enforce this Deed subsequently as if such release, discharge or settlement had
not occurred and any such payment had not been made.

60.8      Retention of this Deed

Notwithstanding any other provision of this Deed, this Deed shall not be
released, the Security Trustee shall be entitled to retain this Deed and all the
provisions of this Deed shall remain in full force and effect until the
irrevocable payment or discharge in full of all the Secured Liabilities.
Following the irrevocable payment or discharge in full of all the Secured
Liabilities, the Security Trustee shall forthwith release this Deed (and to
effect or evidence such release shall execute such documents (at the cost of the
Creditor) as the Creditor may reasonably require) and deliver this Deed,
together with such documents, to the Creditor.

61.       Representations and Warranties

61.1      Representation and warranties

The Creditor represents and warrants to the Security Trustee that:

(a)  Due Incorporation

     it is duly incorporated, validly existing as a limited liability company
     and has all requisite corporate power and authority to own its property and
     other assets and to carry on its business as it is now being conducted and
     is authorised to do business in each jurisdiction where such qualification
     or authorisation is required, except where the failure to so qualify, to be
     so authorised or to be in good standing would not have a material adverse
     effect on the ability of the Creditor to perform any of its obligations
     under this Deed;

(b)  Power of the Creditor

     the Creditor has all requisite power to execute, deliver and perform its
     obligations under this Deed and compliance has been made with all necessary
     requirements and all necessary action has been taken to authorise the
     execution, delivery and performance of the same;
<PAGE>
(c)
     Binding obligations

     this Deed constitutes valid and legally binding obligations of the Creditor
     enforceable in accordance with its terms subject to the qualifications
     contained in the legal opinions referred to in schedule 3 to the Loan
     Agreement which relate to this Deed and for this purpose any statement
     contained in the qualifications to any such legal opinion which relate to
     this Deed that no opinion is given or expressed in relation to any
     particular matter shall be deemed to be a qualification of such opinion as
     regards such matter;

(d)  No conflict with other obligations

     the execution and delivery of, the performance of its obligations under,
     and compliance with the provisions of, this Deed by the Creditor, will not
     (i) contravene any existing applicable law, statute, rule or regulation or
     any judgment, decree or permit to which the Creditor is subject except
     where such contravention would not or would not be likely to have a
     material adverse effect on the ability of the Creditor to perform any of
     its obligations under or otherwise to comply with the terms of this Deed,
     (ii) contravene or conflict with any provision of the Memorandum and
     Articles of Association of the Creditor, (iii) breach any term of the
     Licences or the Necessary Authorisations, (iv) conflict with, or result in
     any breach of any of the terms of, or constitute a default under, any
     agreement to which the Creditor is a party or is subject or by which it or
     any of its property is bound except where such breach or default would not
     or would not be likely to have a material adverse effect on the ability of
     the Creditor to perform any of its obligations under or otherwise to comply
     with the terms of this Deed or (v) result in the creation or imposition of
     or oblige the Creditor to create any Encumbrance (other than those created
     by the Security Documents) on any of the Creditor's material undertakings,
     assets, rights or revenues;

(e)       No litigation

     no litigation, arbitration or administrative proceeding is taking place,
     pending or, to the knowledge of the officers of the Creditor threatened
     against the Creditor which would or is reasonably likely to have a material
     adverse effect on the ability of the Creditor to fulfil its obligations
     under this Deed;

(f)  No filing required

     it is not necessary to ensure the legality, validity, enforceability or
     admissibility in evidence of this Deed that this Deed or any other
     instrument be notarised, filed, recorded, registered or enrolled in any
     court or public office in the United Kingdom or that any stamp,
     registration or similar tax or charge be paid in the United Kingdom on or
     in relation to this Deed;

(g)  Choice of law

     the  choice by the Creditor of English law to govern this
     Deed is valid and binding;
<PAGE>

(h)
     Consents obtained

     every consent, authorisation, licence or approval of, or registration with
     or declaration to, governmental or public bodies or authorities or courts
     required by the Creditor (i) to authorise the execution and delivery of
     this Deed or the performance by the Creditor of its obligations under this
     Deed or (ii) to ensure the validity, enforceability or admissibility in
     evidence of this Deed or the performance by the Creditor of its obligations
     under this Deed has been obtained or made and is in full force and effect
     and there has been no material default in the observance of the conditions
     or restrictions (if any) imposed in, or in connection with, any of the same
     which would, in any such case, adversely affect the execution, delivery,
     validity, enforceability or admissibility in evidence of this Deed or the
     performance by the Creditor of its obligations under this Deed.

61.2      Repetition

The representations and warranties in clause 5.1 shall be deemed to be repeated
by the Creditor in respect of itself and its Subsidiaries on and as of each
Interest Payment Date and the date on which each Revolving Advance is made under
the Loan Agreement.

62.  Covenants

62.1 Covenants by Telewest

The Creditor hereby undertakes with the Security Trustee that from the date of
this Deed and so long as any of the Secured Obligations remain outstanding or
any Beneficiary remains under any commitment to any TCN Entity:

(a)  New Debt

     all Borrowed Money incurred or assumed by the Creditor after the date of
     the Loan Agreement (herein "New Debt") will have a contractual maturity
     date falling not earlier than 1 January 2007 (and will be on terms which
     would not reasonably be considered by the Agent (acting on the instructions
     of the Majority Banks) to be materially more onerous than the terms
     currently applying to existing Senior Securities) except for:

     (i)  Finance Leases where the asset in question has been sub-Finance Leased
          by Telewest to a TCN Entity and such sub-Finance Lease falls within
          paragraph (v) of the definition of Permitted Borrowings;

     (ii) Borrowed Money where (a) the lender is a TCN Entity and (b) the
          relevant payment by the TCN Entity in question is a Permitted Payment;

     (iii)Borrowed Money comprising a guarantee or indemnity of any obligations
          of a TCN Entity;

     (iv) Borrowed Money resulting from a refinancing of any Borrowed Money of
          the Creditor outstanding at the date hereof provided that the
          principal amount thereof is not increased, the term thereof is not
          decreased and the terms and conditions thereof taken as a whole
          (taking into account the pricing, covenants (unless Telewest shall
          have entered into covenants in substantially the same form with or for
          the benefit of the Banks) and term) are not materially more onerous
          than the terms applying to the existing Borrowed Money;
<PAGE>
     (v)  any hedging entered into (1) in compliance with paragraph (g) below,
          (2) in connection with any Borrowed Money falling within paragraph
          (iv) of this clause 6.1(a) or (3) in connection with any Borrowed
          Money having a contractual maturity date falling not earlier than 1
          January 2007;

     (vi) Borrowed Money comprising a guarantee or indemnity issued or to be
          issued by the Creditor in favour of a bank in relation to a bond
          issued by such bank in favour of any regulatory body or other person
          pursuant to any Telecommunications and Cable Laws in an aggregate
          amount not exceeding oe1,250,000; and

     (vii) any Borrowed Money not within sub- paragraphs (i) to (vi) (inclusive)
          above and not exceeding in aggregate oe5,000,000;

(b)  Rolling Gateway

     the Creditor will not incur or assume any Borrowed Money after the date
     hereof (other than Borrowed Money referred to in paragraphs (i) to (v) of
     clause 6.1(a)) unless at the time of incurring or assuming the same and
     immediately following such incurrence or assumption the ratio of Total
     Telewest Group Debt to Consolidated Annualised Telewest Group Net Operating
     Cash Flow is equal to or less than 4.0:1;

(c)  Change to Senior Securities

     to ensure that there is no change to the terms and conditions of the Senior
     Securities which would reasonably be considered to be materially adverse by
     the Agent (acting on the instructions of the Majority Banks);

(d)  Nature of Acquisitions

     not to make any acquisitions of any companies or businesses other than
     those engaged in the cable/telecommunications business, any television
     and/or licensing business or any programming guide or telephone directory
     business.

     The above prohibition will cease and shall have no further effect on the
     first occasion upon which the ratio of Total Telewest Group Debt to
     Consolidated Annualised Telewest Group Operating Cash Flow is or is less
     than 5 to 1;

(e)  Adequacy of finance

     to ensure that for a period of at least 18 months following the acquisition
     by any Restricted Person of a cable television and/or telecommunications
     franchise adequate monies are available to the relevant Restricted Person
     to finance the working capital and capital expenditure requirements of such
     franchise;
<PAGE>
(f)  Financial Information

     to provide to the Agent copies of all circulars, statements and other
     information about the Creditor at the time that the same is made generally
     available by the Creditor to the public or to the shareholders of the
     Creditor, including, without limitation, Forms 10K and 10Q (and any
     equivalent replacement thereof) for the Telewest Group;

(g)  Hedging

     to maintain foreign exchange arrangements in relation to the Senior
     Securities which cap the Sterling amount of the liabilities under the
     Senior Securities at no more than the maximum sterling amount payable under
     the hedging arrangements in place at the date hereof in relation to the
     Senior Securities;

(h)  Borrower to be wholly-owned

     to  ensure that the Borrower remains its wholly-owned and
     controlled Subsidiary.

63.       Benefit of this Deed

63.1 Benefit and burden

This Deed shall be binding upon the Creditor and its successors in title and
shall enure for the benefit of the Security Trustee (and any successor Security
Trustee appointed pursuant to the provisions of the Security Trust Deed) and
their respective successors for the benefit of the Beneficiaries in accordance
with the provisions of the Security Trust Deed.

63.2      Changes in constitution or reorganisation of Banks

For the avoidance of doubt and without prejudice to the provisions of clause
7.1, this Deed shall remain binding on the Creditor notwithstanding any change
in the constitution of the Security Trustee or any of the Beneficiaries or their
or its absorption in, or amalgamation with, or the acquisition of all or part of
their or its undertaking or assets by, any other person, or any reconstruction
or reorganisation of any kind, to the intent that this Deed shall remain valid
and effective in all respects in favour of the Security Trustee (and any
successor Security Trustee appointed pursuant to the provisions of the Security
Trust Deed and their respective successors in title) as trustee for the
Beneficiaries and any assignee, transferee or other successor in title of a
Beneficiary.

63.3      No assignment by the Creditor

The Creditor may not assign or transfer any of its rights or obligations under
this Deed.

63.4      The Security Trust Deed

The Creditor and the Security Trustee hereby acknowledge that the covenants of
the Creditor contained in this Deed and the rights constituted by this Deed and
all moneys, property and assets paid to, or held, received or recovered by the
Security Trustee pursuant to or in connection with this Deed are held by the
Security Trustee subject to and on the terms of the trusts declared in the
Security Trust Deed.
<PAGE>

64.       Notices and Other Matters

64.1      Notices

Every notice, request, demand or other communication under this Deed shall be
given in accordance with clause 19.1(a) and (b) of the Loan Agreement and shall
be sent to the Creditor at its address set out above (facsimile number: 01483
750901) or to the Security Trustee at its address or telex or facsimile number
set out in clause 19.1(c)(ii) of the Loan Agreement or to such other address or
such telex or facsimile number as is notified by one party to this Deed to the
other.

64.2      No implied waivers, remedies cumulative

No failure or delay on the part of the Security Trustee or the Beneficiaries (or
any of them) to exercise any power, right or remedy under this Deed shall
operate as a waiver thereof, nor shall any single or partial exercise by the
Security Trustee or the Beneficiaries (or any of them) of any power, right or
remedy preclude any other or further exercise thereof or the exercise of any
other power, right or remedy. The remedies provided in this Deed are cumulative
and are not exclusive of any remedies provided by law.

64.3      Other Collateral Instruments

The Creditor agrees to be bound by this Deed notwithstanding that any other
person intended to execute or to be bound by any Collateral Instrument may not
do so or may not be effectively bound and notwithstanding that such other
Collateral Instrument may be determined or be or become invalid or unenforceable
against any other person, whether or not the deficiency is known to the Security
Trustee or any of the Beneficiaries.

64.4      Severability

Each of the provisions of this Deed is severable and distinct from one another
and if at any time one or more of such provisions is or becomes illegal, invalid
or unenforceable under any applicable law the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

65.       Law and Jurisdiction

65.1      Governing Law

This Deed is governed by and shall be construed in accordance with English law.
<PAGE>

IN WITNESS whereof the parties to this Deed have caused this Deed to be duly
executed on the date first above written.



EXECUTED by
Telewest COMMUNICATIONS plc

By:


          .............................
          Director



          ..............................
          Director/Secretary




Signed for and on behalf of        )
CIBC Wood Gundy PLC                )
by:                                )

<PAGE>
                                   SCHEDULE 8

                              Existing Encumbrances

                                     Part I

        Company                     Encumbrance

66.                           Theseus No. 1 Limited (i) Partnership Interest
                              Accession Agreement dated 21st November, 1994 with
                              The Toronto-Dominion Bank relating to a Pledge and
                              Security Agreement dated 4 October, 1993 relating
                              to a pledge of partnership interest in Avon Cable
                              Limited Partnership or London South Cable
                              Partnership in favour of The Toronto-Dominion
                              Bank.

                              66.1 Partnership Interest Accession Agreement
                                   dated 21st November, 1994 with Canadian
                                  Imperial Bank of Commerce relating to a Pledge
                                   and Security Agreement dated 13 June, 1994
                                   relating to a pledge of partnership interest
                                   in Edinburgh Cable Limited Partnership. 

                              66.2 Deed of Adherence dated 21st November, 1994
                                   with The Toronto-Dominion Bank. 

                              66.3 Deed of Adherence dated 21st November, 1994
                                   with Canadian Imperial Bank of Commerce.

                              66.4 Deed of Subordination dated 21st November,
                                   1994 with The Toronto-Dominion Bank.

                              66.5 Deed of Subordination dated 21st November,
                                   1994 with Canadian Imperial Bank of Commerce.

67.                           Theseus No. 2 Limited (i) Partnership Interest
                              Accession Agreement dated 21st November, 1994 with
                              The Toronto-Dominion Bank relating to a Pledge and
                              Security Agreement dated 4 October, 1993 relating
                              to a pledge of partnership interest in Avon Cable
                              Limited Partnership or London South Cable
                              Partnership in favour of The Toronto-Dominion
                              Bank.
<PAGE>
                              67.1 Partnership Interest Accession Agreement
                                   dated 21st November, 1994 with Canadian
                                   Imperial Bank of Commerce relating to a Pledg
                                   and Security Agreement dated 13 June, 1994
                                   relating to a pledge of partnership interest
                                   in Edinburgh Cable Limited Partnership.

                              67.2 Deed of Adherence dated 21st November, 1994
                                   with The Toronto-Dominion Bank.

                              67.3 Deed of Adherence dated 21st November, 1994
                                   with Canadian Imperial Bank of Commerce.

                              67.4 Deed of Subordination dated 21st November,
                                   1994 with The Toronto-Dominion Bank.

                              67.5 Deed of Subordination dated 21st November,
                                   1994 with Canadian Imperial Bank of Commerce.

68.                           Telewest Holdings Limited (i) Pledge over shares
                              in Telewest Scotland Holdings Limited dated 23 May
                              and 13 June 1994 in favour of Canadian Imperial
                              Bank of Commerce assigned by TCI/US WEST Cable
                              Communications Inc. to Telewest Holdings Limited.


                              68.1 Assignation of share pledge dated 21st
                                   November, 1994 with Canadian Imperial Bank of
                                   Commerce.

                              68.2 Mortgage of Shares dated 21st November, 1994
                                   with The Toronto-Dominion Bank.

                              68.3 Deed of Subordination dated 21st November,
                                   1994 in favour of The Toronto-Dominion Bank.

                              68.4 Deed of Subordination dated 21st November,
                                   1994 in favour of Canadian Imperial Bank of
                                   Commerce.
<PAGE>
69.  United Artists Communications
     (Nominees) Limited            

                              (xv)      Mortgage of Shares dated 4th October,
                                        1993 with The Toronto-Dominion Bank.

                              (ii)      Charge over Shares dated 4 October, 1993
                                        in United Artists Communications (Avon)
                                        Limited in favour of The
                                        Toronto-Dominion Bank.

                              (iii)     Deed of Subordination dated 4 October,
                                        1993 with The Toronto-Dominion Bank.

70.                                     London South Cable Partnership (i)
                                        Debenture dated 4 October, 1993 in
                                        favour of The Toronto-Dominion Bank.


71.                                     Avon Cable Limited Partnership (i)
                                        Debenture dated 4 October, 1993 in
                                        favour of The Toronto-Dominion Bank.


72.                                     United Artists Communications (i)
                                        Debenture dated 4 October, 1993 in
                                        favour of (London South) Limited The
                                        Toronto-Dominion Bank.

                              (ii)      Deed of Subordination dated 4 October,
                                        1993 with The Toronto-Dominion Bank.


73.                                     United Artists Communications (i)
                                        Debenture dated 4 October, 1993 in
                                        favour of Communications (Avon) Limited
                                        The Toronto-Dominion Bank.

                              (ii)      Deed of Subordination dated 4 October,
                                        1993 with The Toronto-Dominion Bank.


74.                                     TCI/US WEST Cable (i) Charge over Shares
                                        dated 4 October, 1993 in United Artists
                                        Communications (Avon) Limited in favour
                                        of The Toronto- Dominion Bank.

                              (ii)      Pledge and Security Agreement dated 4
                                        October, 1993 with The Toronto-Dominion
                                        Bank.
<PAGE>
                              (iii)     Deed of Subordination dated 4 October,
                                        1993 with The Toronto-Bank (as partner
                                        of Avon Cable Limited Partnership).

                              (iv)      Pledge and Security Agreement dated 13
                                        June, 1994 in favour of Canadian
                                        Imperial Bank of Commerce.

                              (v)       Deed of Subordination dated 13 June,
                                        1994 with Canadian Imperial Bank of
                                        Commerce.

75.                                     The Cable Equipment Store Limited (i)
                                        Deed of Subordination dated 4 October,
                                        1993 with The Toronto-Dominion Bank.

                              75.1      Mortgage of Shares dated 4 October, 1993
                                        with The Toronto-Dominion Bank.

                              75.2      Deed of Subordination dated 13 June,
                                        1994 with Canadian Imperial Bank of
                                        Commerce.


76.                                     Avon Cable Investments Limited (i)
                                        Pledge and Security Agreement dated 4
                                        October, 1993 with The Toronto-Dominion
                                        Bank.

                              (ii)      Deed of Subordination dated 4 October,
                                        1993 with The Toronto-Dominion Bank (as
                                        partner of Avon Cable Limited
                                        Partnership).

                              (iii)     Legal Mortgage dated 25 February, 1994
                                        with The Toronto-Dominion Bank.

                              (iv)      Debenture dated 4 October, 1993 with The
                                        Toronto-Dominion Bank.


77.                                     Crystal Palace Radio Limited (i) Pledge
                                        and Security Agreement dated 4 October,
                                        1993 with The Toronto-Dominion Bank.

                              (ii)      Deed of Subordination dated 4 October,
                                        1993 with The Toronto-Dominion Bank (as
                                        partner of London South Cable
                                        Partnership).
<PAGE>
                              (iii)     Debenture dated 8 March, 1990 in favour
                                        of The Toronto-Dominion Bank.

                              (iv)      Debenture dated 4 October, 1993 in
                                        favour of The Toronto-Dominion Bank.

                              (v)       Mortgage of Shares dated 6 April, 1994
                                        in favour of The Toronto-Dominion Bank.


78.                                     United Cable (London South) (i) Pledge
                                        and Security Agreement dated 4 October
                                        Limited Partnership 1993 with The
                                        Toronto- Dominion Bank.

                              78.1      Deed of Subordination dated 4 October,
                                        1993 with The Toronto-Dominion Bank (as
                                        partner of London South Cable
                                        Partnership).

                              78.2      Mortgage of Shares dated 6 April, 1994
                                        in favour of The Toronto-Dominion Bank.


79.                                     Telewest Communications (i) Deed of
                                        Subordination dated 4 October, 1993 with
                                        The Toronto-Dominion Bank.

                              (ii)      Deed of Subordination dated 13 June,
                                        1994 with Canadian Imperial Bank of
                                        Commerce.

80.                                     Edinburgh Cable Limited Partnership (i)
                                        Guarantee and Debenture dated 13 June,
                                        1994 in favour of Canadian Imperial Bank
                                        of Commerce.

81.                                     Telewest Scotland Holdings Limited (i)
                                        Debenture dated 13 June, 1994 in favour
                                        of Canadian Imperial Bank of Commerce.

                              (ii)      Bond and floating charge dated 13 June,
                                        1994 in favour of Canadian Imperial Bank
                                        of Commerce.

                              (iii)     Pledge over shares dated 21 September
                                        and 12 October 1994 in Tayside Cable
                                        Systems Limited, Kingdom Cablevision
                                        Limited, Scotcable (Motherwell) Limited,
                                        Scotcable (Cumbernauld) Limited,
                                        Scotcable (Dumbarton) Limited, Cable
                                        North (Forth District) Limited in favour
                                        of Canadian Imperial Bank of Commerce.
<PAGE>
                              (iv)      Pledge over shares dated 21 September
                                        and 12 October, 1994 in United Artists
                                        Communications (Scotland) Limited in
                                        favour of Canadian Imperial Bank of
                                        Commerce.

82.                                     Tayside Cable Systems Limited (i)
                                        Debenture dated 13 June, 1994 in favour
                                        of Canadian Imperial Bank of Commerce.

                              (ii)      Bond and floating charge dated 13 June,
                                        1994 in favour of Canadian Imperial Bank
                                        of Commerce.

                              (iii)     Standard Security dated 13 June, 1994
                                        and recorded 24 June, 1994 in relation
                                        to the property at Speygate/Canal
                                        Street, Perth.

                              (iv)      Pledge of shares in Dundee Cable and
                                        Satellite Limited and Perth Cable
                                        Television Limited dated 23 May and 13
                                        June, 1994 in favour of Canadian
                                        Imperial Bank of Commerce.

83.                                     Kingdom Cablevision Limited (i)
                                        Debenture dated 13 June, 1994 in favour
                                        of Canadian Imperial Bank of Commerce.

                              (ii)      Bond and floating charge dated 13 June,
                                        1994 in favour of Canadian Imperial Bank
                                        of Commerce.


84.                                     Scotcable (Motherwell) Limited (i)
                                        Debenture 13 June, 1994 in favour of
                                        Canadian Imperial Bank of Commerce.

                              (ii)      Bond and floating charge dated 13 June,
                                        1994 in favour of Canadian Imperial Bank
                                        of Commerce.


85.                                     Dundee Cable and Satellite Limited (i)
                                        Debenture dated 13 June, 1994 in favour
                                        of Canadian Imperial Bank of Commerce.
<PAGE>
                              (ii)      Bond and floating charge dated 13 June,
                                        1994 in favour of Canadian Imperial Bank
                                        of Commerce.


86.                                     Perth Cable Television Limited (i)
                                        Debenture dated 13 June, 1994 in favour
                                        of Canadian Imperial Bank of Commerce.

                              (ii)      Bond and floating charge dated 13 June,
                                        1994 in favour of Canadian Imperial Bank
                                        of Commerce.

87.                                     Scotcable (Cumbernauld) Limited (i)
                                        Debenture dated 13 June, 1994 in favour
                                        of Canadian Imperial Bank of Commerce.

                              (ii)      Bond and floating charge dated 13 June,
                                        1994 in favour of Canadian Imperial Bank
                                        of Commerce.


88.                                     Scotcable (Dumbarton) Limited (i)
                                        Debenture dated 13 June, 1994 in favour
                                        of Canadian Imperial Bank of Commerce.

                              (ii)      Bond and floating charge dated 13 June,
                                        1994 in favour of Canadian Imperial Bank
                                        of Commerce.

89.                                     Cable North (Forth District) Limited (i)
                                        Debenture dated 13 June, 1994 in favour
                                        of Canadian Imperial Bank of Commerce.

                              (ii)      Bond and floating charge dated 13 June,
                                        1994 in favour of Canadian Imperial Bank
                                        of Commerce.


90.                                     United Artists Communications (i)
                                        Debenture dated 13 June, 1994 in favour
                                        of (Scotland) Limited Canadian Imperial
                                        Bank of Commerce.

                              (ii)      Bond and floating charge dated 13 June,
                                        1994 in favour of Canadian Imperial Bank
                                        of Commerce.
<PAGE>
                              (iii)     Standard Securities dated 13 June, 1994
                                        and recorded 24 June, 1994 in relation
                                        to properties at 1 South Gyle Crescent
                                        Lane, Edinburgh and 4 Bankhead Avenue,
                                        Glenrothes.

                              (iv)      Pledge of shares in Capital City
                                        Cablevision Limited, Edinburgh
                                        Cablevision Limited and Hieronymous
                                        Limited dated 23 May and 13 June, 1994
                                        in favour of Canadian Imperial Bank of
                                        Commerce.


91.                                     Capital City Cablevision Limited (i)
                                        Debenture dated 13 June, 1994 in favour
                                        of Canadian Imperial Bank of Commerce.

                              (ii)      Bond and floating charge dated 13 June,
                                        1994 in favour of Canadian Imperial Bank
                                        of Commerce.


92.                                     Edinburgh Cablevision Limited (i)
                                        Debenture dated 13 June, 1994 in favour
                                        of Canadian Imperial Bank of Commerce.

                              (ii)      Bond and floating charge dated 13 June,
                                        1994 in favour of Canadian Imperial Bank
                                        of Commerce.


93.                                     Hieronymous Limited (i) Debenture dated
                                        13 June, 1994 in favour of Canadian
                                        Imperial Bank of Commerce.

                              (ii)      Bond and floating charge dated 13 June,
                                        1994 in favour of Canadian Imperial Bank
                                        of Commerce.


94.                                     Edinburgh Cable Limited Partnership (i)
                                        Debenture dated 13 June, 1994 in favour
                                        of Canadian Imperial Bank of Commerce as
                                        partner of the partnership created by
                                        the Edinburgh Cable Joint Venture
                                        Agreement.
<PAGE>
                                     Part II


     Company/Partnership                 Encumbrance

95.                                     United Artists Communications (i)
                                        Mortgage of deposited moneys dated 21st
                                        (South East) Limited January, 1994 with
                                        Electricity Supply Nominees Limited.

                              95.1      Deed of Variation and Further Charge
                                        dated 26th June, 1995 with Electricity
                                        Supply Nominees Limited.


96.                                     United Artists Communications (i) Legal
                                        charge dated 9 October, 1991 in favour
                                        (Avon) Limited of Barclays Bank Plc over
                                        Units 550 and 700 Aztec West,
                                        Almondsbury.


97.                                     United Artists Communications (i) Deed
                                        of Charge over Credit Balance dated 3
                                        (North East) Limited March, 1993 in
                                        favour of Barclays Bank Plc.


98.                                     United Artists Communications (i)
                                        Mortgage dated 29 August, 1986 in favour
                                        of (London South) Limited Singer &
                                        Friedlander Limited over Communications
                                        House, Croydon.

                              (ii)      Mortgage dated 23 March, 1992 in favour
                                        of National Westminster Bank Plc over
                                        Shannon Commercial Centre, New Malden.


99.                                     Avon Cable Partnership (i) Mortgage
                                        dated 4 October, 1993 in favour of
                                        Barclays Bank Plc over Unit 7 Hawkfield
                                        Business Park, Whitchurch.


100.                                    Telewest Holdings Limited (i) Mortgage
                                        of Shares in Cable London PLC dated 29
                                        September, 1995 with Canadian Imperial
                                        Bank of Commerce. 
<PAGE>
                                    Part III

Company/Partnership                                  Encumbrance


A. Scotcable (Motherwell) Limited       Standard Security granted or to be
                                        granted over premises at Bothwell Park
                                        Industrial Estate, Uddingston in favour
                                        of British Linen Bank Limited 





<PAGE>
                                   SCHEDULE 9

                                     Part A
                                The Avon Licences

Telecommunications Act 1984 Licence:

Licence Holder         Licence Area        Date of Grant
--------------         ------------        -------------

Telewest               Avon                05.12.89
Communications (South
West) Limited


Broadcasting Act 1990 - Local Delivery Licence:

Licence Holder         Licence   Licence   Date of Grant
--------------         No.       Area      -------------
                       ---       ----

Telewest               LDS005    Avon      16.10.91
Communications (South
West) Limited


Licence Holder         Licence   Licence   Date of Grant
--------------         No.       Area      -------------
                       ---       ----

Telewest               LDS 037   Taunton   2.9.97
Communications                   and
(Taunton and                     Bridgewa
Bridgewater) Limited             ter




                                     Part B
                             The Cotswolds Licences

Telecommunications Act 1984 Licence:

    Licence Holder         Licence Area       Date of Grant
    --------------         ------------       -------------

Telewest Communications Cheltenham and          26.08.88
(Cotswolds) Limited     Gloucester
<PAGE>

Broadcasting Act 1990 - Local Delivery Licence:

 Licence Holder   Licence No.     Licence Area   Date of Grant
 --------------   -----------     ------------   -------------

Telewest         LDS009          Cheltenham and     16.10.91
Communications                   Gloucester
(Cotswolds)
Limited



                                     Part C
                            The London South Licences

Telecommunications Act 1984 Licence:

Licence Holder         Licence Area        Date Of Grant
--------------         ------------        -------------

Telewest               Croydon             14.01.94
Communications         Kingston and        08.05.90
(London South)         Richmond            23.01.90
Limited                Merton and Sutton


Cable and Broadcasting Act 1984 - Prescribed Diffusion Service
Licences:

Licence Holder         Licence   Licence   Date of Grant
--------------         No.       Area      -------------
                       ---       ----

Telewest               PDSL021     Merton and   15.03.90
Communications                     Sutton
(London South)         PDSL109     Kingston     03.12.90
Limited                            and
                                   Richmond


Broadcasting Act 1990 - Local Delivery Licence:

Licence Holder         Licence   Licence   Date of Grant
--------------         No.       Area      -------------
                       ---       ----

Telewest               LDS002      Croydon      16.10.91
Communications
(London South)
Limited

<PAGE>
                                     Part D
                             The North East Licences


Telecommunications Act 1984 Licence:

   Licence Holder      L******************             18.01.90
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       *******************
                       Motherwell, Hamilton
                       and East Kilbride
<PAGE>


Cable and Broadcasting Act 1984 - Prescribed Diffusion Service
Licences:

Licence Holder   Licence No.     Licence Area    Date of Grant
--------------   -----------     ------------    -------------

Telewest         PDSL 115        Cumbernauld     03.12.90
Communications                   and Monkland
(Cumbernauld)
Limited

Telewest         PDSL 117        Dumbarton       03.12.90
Communications
(Dumbarton)
Limited

Telewest         PDSL 069        Dundee          03.12.90
Communications   PDSL 113        Perth           03.12.90
(Dundee & Perth)
Limited

Telewest         PDSL 101        Falkirk and     03.12.90
Communications                   Livingstone
(Falkirk)
Limited

Telewest         PDSL 064        Glenrothes and  03.12.90
Communications                   Kirkcaldy
(Glenrothes)
Limited

Telewest         PDSL 116        Motherwell,     03.12.90
Communications                   Hamilton and
(Motherwell)                     East Kilbride
Limited


Broadcasting Act 1990 - Local Delivery Licence:

Licence Holder         Licence No.  Licence Area   Date of Grant
--------------         -----------  ------------   -------------

Telewest               LDS 008      Edinburgh      16.10.91
Communications
(Scotland) Limited


Licence Holder         Licence No.  Licence Area   Date of Grant
--------------         -----------  ------------   -------------

Telewest               LDS 038          East           29.7.97
Communications (East                    Lothian
Lothian and Fife)
Limited

<PAGE>
                                     Part F
                             The South East Licences


Telecommunications Act 1984 Licences:

    Licence Holder         Licence Area       Date of Grant
    --------------         ------------       -------------

Telewest Communications Basildon,               14.11.90
(South East) Limited    Brentwood and
                        Chelmsford

Telewest Communications Chatham,                30.11.90
(South Thames Estuary)  Gillingham,
Limited                 Gravesend,
                        Maidstone,
                        Northfleet,
                        Rochester and
                        Sittingbourne


Broadcasting Act 1990 - Local Delivery Licences:

 Licence Holder   Licence No.     Licence Area   Date of Grant
 --------------   -----------     ------------   -------------

Telewest         LDS006          Basildon,          16.10.91
Communications                   Brentwood and
(South East)                     Chelmsford
Limited

Telewest         LDS007          Chatham,           16.10.91
Communications                   Gillingham,
(South Thames                    Gravesend,
Estuary) Limited                 Maidstone,
                                 Northfleet,
                                 Rochester and
                                 Sittingbourne


<PAGE>
                                     Part G
                      The Midlands and North West Licences


Telecommunications Act 1984 Licences:

    Licence Holder          Licence Area       Date of Grant
    --------------          ------------       -------------
Telewest Communications  Merseyside              14.10.89
(Liverpool) Limited

Telewest Communications  North Liverpool         30.11.90
(Liverpool) Limited      and Sefton

Telewest Communications  St Helens and           08.12.90
(St Helens & Knowsley)   Knowsley
Limited

Telewest Communications  Wigan                   14.11.90
(Wigan) Limited

Telewest Communications  Central Lancashire      14.10.89
(Central Lancashire)
Limited

Telewest Communications  Telford                 12.04.91
(Telford) Limited

Telewest Communications  Black Country           25.01.91
(Midlands) Limited

Telewest Communications  Southport           19.12.96
(Southport) Limited

Telewest Communications  Fylde and Wyre      19.12.96
(Fylde and Wyre)
Limited

Telewest Communications  Worcester           25.9.93
(Worcester) Limited

<PAGE>
Cable and Broadcasting Act 1984 - Prescribed Diffusion Service
Licences:

 Licence Holder   Licence No.     Licence Area   Date of Grant
 --------------   -----------     ------------   -------------

Telewest         PDSL 007        Merseyside         14.09.84
Communications
(Liverpool)
Limited

Telewest         PDSL 077        North              03.12.90
Communications                   Liverpool and
(Liverpool)                      Sefton
Limited

Telewest         PDSL 076        St. Helens and     03.12.90
Communications                   Knowsley
(St Helens &
Knowsley)
Limited

Telewest         PDSL 105        Wigan              03.12.90
Communications
(Wigan) Limited

Telewest         PDSL 016        Central            17.10.89
Communications                   Lancashire
(Central
Lancashire)
Limited

Telewest         PDSL 132        Telford            03.12.90
Telecommunicatio
ns (Telford)
Limited

Telewest         PDSL 131        Black Country      03.12.90
Communications
(Midlands)
Limited

Telewest         PDSL 129        Worcester          31.12.90
Communications
(Worcester)
Limited


Broadcasting Act 1990 - Local Delivery Licence:

 Licence Holder   Licence No.     Licence Area   Date of Grant
 --------------   -----------     ------------   -------------

Telewest         LDS 011         Fylde and Wyre     16.12.94
Communications
(Fylde & Wyre)
Limited
<PAGE>

 Licence Holder   Licence No.     Licence Area   Date of Grant
 --------------   -----------     ------------   -------------

Telewest         LDS 029         Southport          19.1.98
Communications
(Southport)
Limited



                                     Part H

                              The National Licence

                       Telecommunications Act 1984 Licence

 Licence Holder   Licence No.     Licence Area   Date of Grant
 --------------   -----------     ------------   -------------

Telewest              -          Out of Area        14.1.97
Communications
plc



<PAGE>
                                   SCHEDULE 10

                              Principal Agreements

                                     Part A

                          BT Interconnection Agreements


(i)       First Supplemental Agreement dated 18 August 1997 between (1) Various
          Operators (Telewest) and (2) British Telecommunications Plc;

(ii)      Network Charge Control Supplementary Agreement dated 20 October 1997
          between (1) Telewest Group and (2) British Telecommunications Plc;

(iii)     Interconnection Agreement dated 26 September 1996 between (1) Telewest
          Communications (Central Lancashire) Limited and (2) British
          Telecommunications Plc relating to the Preston franchise;

(iv)      Interconnection Agreement dated 26 July 1996 between (1) Telewest
          Communications (Cotswolds) Limited and (2) British Telecommunications
          Plc relating to the Cheltenham and Gloucester franchise;

(v)       Interconnection Agreement dated 22 August 1996 between (1) Telewest
          Communications (Cumbernauld) Limited and (2) British
          Telecommunications Plc;

(vi)      Interconnection Agreement dated 22 August 1996 between (1) Telewest
          Communications (Dumbarton) Limited and (2) British Telecommunications
          Plc;

(vii)     Interconnection Agreement dated 22 August 1996 between (1) Telewest
          Communications (Dundee & Perth) Limited and (2) British
          Telecommunications Plc relating to the Dundee and Broughty Ferry
          franchise;

(viii)    Interconnection Agreement dated 22 August 1996 between (1) Telewest
          Communications (Scotland) Limited and (2) British Telecommunications
          Plc relating to the Edinburgh franchise;

(ix)      Interconnection Agreement dated 22 August 1996 between (1) Telewest
          Communications (Falkirk) Limited and (2) British Telecommunications
          Plc relating to the Falkirk and West Lothian franchise;

(x)       Interconnection Agreement dated 22 August 1996 between (1) Telewest
          Communications (Glenrothes) Limited and (2) British Telecommunications
          Plc relating to the Glenrothes, Kirkcaldy and Leven franchise;

(xi)      Interconnection Agreement dated 26 September 1996 between (1) Telewest
          Communications (Liverpool) Limited and (2) British Telecommunications
          Plc relating to the Liverpool South franchise;

(xii)     Interconnection Agreement dated 26 September 1996 between (1) Telewest
          Communications (Liverpool) Limited and (2) British Telecommunications
          Plc relating to the Liverpool North, Sefton and Bootle franchise;

(xiii)    Interconnection Agreement dated 26 September 1996 between (1) Telewest
          Communications (London South) Limited and (2) British
          Telecommunications Plc relating to the Croydon franchise;

(xiv)     Interconnection Agreement dated 26 September 1996 between (1) Telewest
          Communications (London South) Limited and (2) British
          Telecommunications Plc relating to the Kingston and Richmond
          franchise;
<PAGE>
(xv)      Interconnection Agreement dated 26 September 1996 between (1) Telewest
          Communications (London South) Limited and (2) British
          Telecommunications Plc relating to the Merton and Sutton franchise;

(xvi)     Interconnection Agreement dated 26 September 1996 between (1) Telewest
          Communications (Midlands) Limited and (2) British Telecommunications
          Plc relating to the Dudley, Wolverhampton and Black Country
          franchises;

(xvii)    Interconnection Agreement dated 22 August 1996 between (1) Telewest
          Communications (Motherwell) Limited and (2) British Telecommunications
          Plc relating to the Motherwell and Hamilton franchise;

(xviii)   Interconnection Agreement dated 1 September 1996 between (1) Telewest
          Communications (North East) Limited and (2) British Telecommunications
          Plc relating to the Newcastle and Gateshead franchise;

(xix)     Interconnection Agreement dated 22 August 1996 between (1) Telewest
          Communications (Dundee & Perth) Limited and (2) British
          Telecommunications Plc relating to the Perth and Scone franchise;

(xx)      Interconnection Agreement dated 26 September 1996 between (1) Telewest
          Communications (South Thames Estuary) Limited and (2) British
          Telecommunications Plc relating to the Gravesend and Rochester
          franchise;

(xxi)     Interconnection Agreement dated 26 July 1996 between (1) Telewest
          Communications (South West) Limited and (2) British Telecommunications
          Plc relating to the Bristol, Bath and Weston franchise;

(xxii)    Interconnection Agreement dated 26 September 1996 between (1) Telewest
          Communications (South East) Limited and (2) British Telecommunications
          Plc relating to Basildon and Southend franchise;

(xxiii)   Interconnection Agreement dated 26 September 1996 between (1) Telewest
          Communications (St Helens & Knowsley) Limited and (2) British
          Telecommunications Plc;

(xxiv)    Interconnection Agreement dated 26 September 1996 between (1) Telewest
          Communications (Telford) Limited and (2) British Telecommunications
          Plc;

(xxv)     Interconnection Agreement dated 26 September 1996 between (1) Telewest
          Communications (Wigan) Limited and (2) British Telecommunications Plc;

(xxvi)    Multiple Systems Operator Agreement dated 23 December 1996 between (1)
          British Telecommunications Plc and (2) SBC CableComms (UK) Limited
          (renamed Telewest Communications (Midlands and North West) Limited);

(xxvii)   Interconnection Agreement dated 15 January 1997 between (1) Telewest
          Communications plc and (2) British Telecomunications Plc amending
          (i)-(xxvi) above.
<PAGE>
                                     Part B

                     Sky Standard Cable Operator Agreements


(i)  Standard Cable Operator Agreement dated 25 February 1993 made between Sky
     Television Plc, British Sky Broadcasting Limited, Telewest Communications
     Group Limited and certain other companies party thereto;

(ii) Standard Cable Operator Agreement dated 30 April 1995 made between British
     Sky Broadcasting Limited, British Sky Broadcasting Group Plc, Telewest
     Communications plc and the other companies party thereto as amended by all
     or any of the following:

          (a)       letter from Telewest to BSkyB dated 27 June 1995,

          (b)       letter to British Sky Broadcasting Limited and British Sky
                    Broadcasting Group Plc from Telewest Communications plc
                    dated 25 May 1995, and

          (c)       undated letter from British Sky Broadcasting Limited and
                    British Sky Broadcasting Group Plc to Telewest
                    Communications Plc; and

(iii)Unsigned/undated agreement between British Sky Broadcasting Limited, Sky
     Television Limited, SBC Cablecomms UK and certain other companies party
     thereto.

<PAGE>
The Borrower

SIGNED for and on behalf of            )
Telewest COMMUNICATIONS                )         STEPHEN DAVIDSON
NETWORKS LIMITED                       )

The Original Charging Subsidiaries

SIGNED for and on behalf of each of
TELEWEST COMMUNICATIONS GROUP LIMITED
TELEWEST COMMUNICATIONS CABLE LIMITED
TELEWEST HOLDINGS LIMITED
TELEWEST PARLIAMENTARY HOLDINGS LIMITED
THESEUS NO. 1 LIMITED
THESEUS NO. 2 LIMITED
THE CABLE EQUIPMENT STORE LIMITED 
UNITED ARTISTS COMMUNICATIONS (COTSWOLDS)
LIMITED UNITED ARTISTS COMMUNICATIONS (NOMINEES) LIMITED 
UNITED ARTISTS COMMUNICATIONS (NORTH EAST) LIMITED 
UNITED ARTISTS COMMUNICATIONS (SOUTH EAST)LIMITED 
UNITED ARTISTS COMMUNICATIONS (SOUTH THAMES ESTUARY) LIMITED 
UNITED ARTISTS COMMUNICATIONS (TYNESIDE) LIMITED 
SBC CABLECOMMS (UK) LIMITED
SOUTHWESTERN BELL INTERNATIONAL HOLDINGS LIMITED 
MIDLANDS CABLE COMMUNICATIONS LIMITED 
TELFORD TELECOMMUNICATIONS LIMITED 
NORTHWEST CABLE COMMUNICATIONS LIMITED 
CABLE COMMUNICATIONS WIGAN LIMITED 
CABLE COMMUNICATIONS (CENTRAL LANCASHIRE) LIMITED 
CABLE COMMUNICATIONS LIVERPOOL LIMITED 
CABLE COMMUNICATIONS (ST. HELENS & KNOWSLEY) LIMITED 
TELEWEST (MOTHERWELL) LIMITED 
UNITED ARTISTS COMMUNICATIONS (LONDON SOUTH) LIMITED 
UNITED ARTISTS COMMUNICATIONS (AVON) LIMITED 
TAYSIDE CABLE SYSTEMS LIMITED KINGDOM CABLEVISION LIMITED 
SCOTCABLE (MOTHERWELL) LIMITED 
SCOTCABLE (CUMBERNAULD) LIMITED 
SCOTCABLE (DUMBARTON) LIMITED 
CABLE NORTH (FORTH DISTRICT) LIMITED 
UNITED ARTISTS COMMUNICATIONS (SCOTLAND) LIMITED 
TELEWEST SCOTLAND HOLDINGS LIMITED 
TELEWEST COMMUNICATIONS (INTERNET) LIMITED 
TELEWEST SOUTHPORT LIMITED CRYSTAL PALACE RADIO LIMITED 
AVON CABLE INVESTMENTS LIMITED TELEWEST (WORCESTER) LIMITED 

by: STEPHEN DAVIDSON 
<PAGE>
The Original Charging Partnerships

SIGNED for and on behalf of each of
COTSWOLDS CABLE LIMITED PARTNERSHIP

ESTUARIES CABLE LIMITED PARTNERSHIP

TYNESIDE CABLE LIMITED PARTNERSHIP

EDINBURGH CABLE LIMITED PARTNERSHIP

AVON CABLE LIMITED PARTNERSHIP

UNITED CABLE (LONDON SOUTH) LIMITED PARTNERSHIP

TCI/US WEST CABLE COMMUNICATIONS GROUP



by their general partner
THESEUS NO. 1 LIMITED:                           STEPHEN DAVIDSON




and by their general partner
THESEUS NO. 2 LIMITED:                           STEPHEN DAVIDSON


LONDON SOUTH CABLE PARTNERSHIP
by its managing partner
UNITED CABLE (LONDON SOUTH) LIMITED PARTNERSHIP


by its general partner
THESEUS NO.1 LIMITED:                            STEPHEN DAVIDSON



and by its general partner
THESEUS NO.2 LIMITED:                            STEPHEN DAVIDSON

<PAGE>
SIGNED for and on behalf of the partners of
UNITED ARTISTS COMMUNICATIONS
(SOUTH EAST) PARTNERSHIP by the following:

     Signed for and on behalf of
     ESTUARIES CABLE LIMITED  PARTNERSHIP
     by its general partner
     THESEUS NO. 1 LIMITED: STEPHEN DAVIDSON

     and by its general partner
     THESEUS NO. 2 LIMITED: STEPHEN DAVIDSON


     Signed by
     UNITED ARTISTS COMMUNICATIONS
     (SOUTH EAST) LIMITED: STEPHEN DAVIDSON

     Signed by
     UNITED ARTISTS COMMUNICATIONS
     (SOUTH THAMES ESTUARY) LIMITED: STEPHEN DAVIDSON

SIGNED for and on behalf of the partners of
UNITED ARTISTS COMMUNICATIONS
(NORTH EAST) PARTNERSHIP by the following:

     Signed for and on behalf of
     TYNESIDE  CABLE LIMITED  PARTNERSHIP
     by its general partner
     THESEUS NO. 1 LIMITED: STEPHEN DAVIDSON

     and by its general partner
     THESEUS NO. 2 LIMITED:   STEPHEN DAVIDSON

     Signed by
     UNITED ARTISTS COMMUNICATIONS
     (NORTH EAST) LIMITED: STEPHEN DAVIDSON

     Signed by
     UNITED ARTISTS COMMUNICATIONS
     (TYNESIDE) LIMITED: STEPHEN DAVIDSON

<PAGE>
SIGNED for and on behalf of the partners of
AVON CABLE JOINT VENTURE
by the following:



     Signed for and on behalf of
     AVON CABLE LIMITED PARTNERSHIP
     by its general partner
     THESEUS NO. 1 LIMITED: STEPHEN DAVIDSON

     and by its general partner
     THESEUS NO. 2 LIMITED: STEPHEN DAVIDSON

     Signed by
     UNITED ARTISTS COMMUNICATIONS
     (AVON) LIMITED:  STEPHEN DAVIDSON

SIGNED for and on behalf of the partners of
LONDON SOUTH JOINT VENTURE
by the following:

     Signed for and on behalf of 
     LONDON SOUTH CABLE PARTNERSHIP 
     by its managing partner 
     UNITED CABLE (LONDON SOUTH)
     LIMITED PARTNERSHIP
     by its general partner
     THESEUS NO. 1 LIMITED: STEPHEN DAVIDSON

     and by its general partner
     THESEUS NO. 2 LIMITED: STEPHEN DAVIDSON

     Signed for and on behalf of
     UNITED ARTISTS COMMUNICATIONS
     (LONDON SOUTH) LIMITED: STEPHEN DAVIDSON

SIGNED for and on behalf of the partners of
UNITED ARTISTS COMMUNICATIONS
(COTSWOLDS) VENTURE
by the following:

     Signed for and on behalf of
     COTSWOLDS  CABLE LIMITED  PARTNERSHIP
     by its general partner
     THESEUS NO. 1 LIMITED: STEPHEN DAVIDSON

     and by its general partner
     THESEUS NO. 2 LIMITED: STEPHEN DAVIDSON

     Signed by
     UNITED ARTISTS COMMUNICATIONS
     (COTSWOLDS) LIMITED: STEPHEN DAVIDSON

<PAGE>
SIGNED for and on behalf of
UNITED ARTISTS COMMUNICATIONS
(SCOTLAND) VENTURE
by the following:

     Signed by
     EDINBURGH CABLE LIMITED PARTNERSHIP
     by its general partner
     THESEUS NO. 1 LIMITED: STEPHEN DAVIDSON

     and by its general partner
     THESEUS NO. 2 LIMITED: STEPHEN DAVIDSON

     Signed for and on behalf of
     UNITED ARTISTS COMMUNICATIONS
     (SCOTLAND) LIMITED: STEPHEN DAVIDSON



The Arrangers

SIGNED for and on behalf of
THE BANK OF NEW YORK
by:

JAMES LEE
attorney-in-fact

SIGNED for and on behalf of
CIBC WOOD GUNDY PLC
by:

NINA TRIANTIS


SIGNED for and on behalf of
CHASE INVESTMENT BANK LIMITED
by:

CHERYL BOUCHER

SIGNED for and on behalf of
NATWEST MARKETS
by:

PHILIP G. WALKER

<PAGE>
SIGNED for and on behalf of
THE TORONTO-DOMINION BANK
by:

HOWARD BAKER



The Banks and Financial Institutions

SIGNED for and on behalf of
THE BANK OF NEW YORK, COMPANY INC.
by:

JAMES LEE
attorney-in-fact

SIGNED for and on behalf of
CANADIAN IMPERIAL BANK
OF COMMERCE
by:

NINA TRIANTIS

SIGNED for and on behalf of
CHEMICAL BANK
by:

CHERYL BOUCHER

SIGNED for and on behalf of
NATIONAL WESTMINSTER
BANK PLC
by:

PHILIP G. WALKER

SIGNED for and on behalf of
THE TORONTO-DOMINION BANK
by:

HOWARD BAKER

<PAGE>
The Agent

SIGNED for and on behalf of
CIBC WOOD GUNDY PLC
by:

NINA TRIANTIS


The Security Trustee

SIGNED for and on behalf of
CIBC WOOD GUNDY PLC
by:

NINA TRIANTIS