EXHIBIT 10.62

                                                                 CONFORMED COPY








                    DATED            27TH MARCH          1998
--------------------------------------------------------------------------------

                    TELEWEST COMMUNICATIONS NETWORKS LIMITED

                                    BORROWER

                              THE BANK OF NEW YORK
                               CIBC WOOD GUNDY PLC
                               CHASE MANHATTAN PLC
                                GREENWICH NATWEST
                                       AND
                            THE TORONTO-DOMINION BANK
                                    ARRANGERS
                            THE TORONTO-DOMINION BANK
                                      AGENT
                            THE TORONTO-DOMINION BANK
                                SECURITY TRUSTEE




                                 LOAN AGREEMENT
                                      FOR A
                       (POUND)100,000,000 CREDIT FACILITY
                  AS AMENDED PURSUANT TO AN AMENDMENT AGREEMENT
                              DATED 7TH APRIL 1998

                                   NORTON ROSE
                                     London


<PAGE>
                                    CONTENTS
<TABLE>
<CAPTION>
CLAUSE                                            HEADING                                          PAGE NO
<S>     <C>                                                                                           <C>
1        Purpose and Definitions.......................................................................1

2        The Facility.................................................................................28

3        Conditions...................................................................................29

4        Revolving Advances...........................................................................30

5        Interest and Interest Periods; alternative interest rates....................................33

6        Repayment, prepayment and cancellation.......................................................36

7        Fees and expenses............................................................................40

8        Payments and Taxes; accounts and calculations................................................41

9        Representations and warranties...............................................................46

10       Positive covenants...........................................................................56

11       Negative Covenants...........................................................................65

12       Financial covenants..........................................................................69

13       Events of Default............................................................................75

14       Indemnities..................................................................................82

15       Unlawfulness and Increased Costs;  Mitigation................................................83

16       Set-off and Pro Rata Payments................................................................86

17       Assignment, Substitution and Lending Offices.................................................87

18       Arrangers, Agent and Reference Banks.........................................................90

19       Notices and other matters....................................................................96

20       Governing law and jurisdiction...............................................................97



SCHEDULE

1        Part A - The Original Charging Subsidiaries..................................................99
         Part B - The Original Charging Partnerships.................................................102
         Part C - The Original Non-Charging Subsidiaries.............................................104

<PAGE>
         Part D - The Banks and their Commitments....................................................105

2        Part A -  Form of Drawdown Notice...........................................................108
         Part B - Form of Rollover Notice............................................................110

3        Documents and evidence required as conditions precedent.....................................111

4        Calculation of Additional Cost..............................................................114

5        Form of Substitution Certificate............................................................116

6        Part A - Form of Compliance Certificate to be issued by an Authorised Officer of the Borrower120
         Part B - Form of Compliance Certificate to be issued by the Auditors of the TCN Group.......122

7        Form of Deed of Subordination...............................................................124

8        Encumbrances................................................................................140

9        Part A - The Avon Licences..................................................................141
         Part B - The Cotswolds Licences.............................................................141
         Part C - The London South Licences..........................................................142
         Part D - The North East Licences............................................................143
         Part E - The Scotland Licences..............................................................143
         Part F - The South East Licences............................................................146
         Part G - The SBCC Licences..................................................................147
         Part H - The National Network Licence.......................................................150

10       Principal Agreements........................................................................151
         Part A - BT Interconnect Agreements.........................................................151
         Part B - Sky Standard Cable Operator Agreements.............................................154


</TABLE>

<PAGE>


THIS AGREEMENT is dated 27th March, 1998

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 MANHATTAN PLC,
    GREENWICH NATWEST (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) THE TORONTO-DOMINION BANK as Agent; and

(7) THE TORONTO-DOMINION BANK as Security Trustee.

IT IS AGREED as follows:

1        PURPOSE AND DEFINITIONS

1.1      Purpose

         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 revolving credit facility of up to
         (pound)100,000,000 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 (e) 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 make loans to TCN
         Entities in order to facilitate the purposes set out in (i) to (iii)
         above, (v) to repay Advances or to pay interest, fees and expenses
         relating to the facility granted pursuant to this Agreement and/or (vi)
         to repay from time to time advances made by Telewest under the 1997
         Telewest Letter Agreement.
<PAGE>

1.2      Definitions

         In this Agreement, unless the context otherwise requires:

         "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;

         "1998 BUDGET" means the budget for the TCN Group for the period
         commencing on 1 January 1998 and ending on 31 December 1998 in the
         agreed form;

         "ACCEDING TCN ENTITIES" means Cable Adnet Limited, Telewest
         Communications (Taunton & Bridgwater) Limited and Telewest
         Communications Services Limited;

         "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 Telewest does not materially
         reduce its direct or indirect voting or economic interest in such
         company;

         "AGENT" means The Toronto-Dominion Bank of Triton Court, 14-18 Finsbury
         Square, London EC2A 1DB or such other person as may be appointed agent
         for the Banks pursuant to clause 18.11;

         "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 1998 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 Manhattan plc of 125 London Wall, London EC2Y 5AJ,
         Greenwich Natwest (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;
<PAGE>

         "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:

          (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 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 second ranking 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;
<PAGE>

         "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;

         "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;
<PAGE>

         "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:

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

         (b)      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;

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

         (d)      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);
<PAGE>

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

         "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;

         "DEBENTURE" means the second ranking 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;

         "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
<PAGE>

         (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;

         "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;

         "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;
<PAGE>

         "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;

         "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;

         "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 5.3, 5.4 and 5.5;

         "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, the National Network Licence and,
         if applicable, any other licences issued to any of the 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;
<PAGE>

         "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 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 662/3 per cent. of the Loan or, if no Advance
         is then outstanding, the aggregate of whose Commitments exceeds 662/3
         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;

         "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;

         "MAXIMUM FORECASTED DEBT REQUIREMENT" means, in relation to any TCN
         Entities or assets which have been acquired by the TCN Group under
         paragraph (d) 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);

         "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;

         "MONTH" means a period beginning in one calendar month and ending in
         the next calendar month on the day numerically corresponding to the day
<PAGE>

         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 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 (details of which are set out in part H of schedule 9);

         "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;

         "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 no
         guarantee has been issued pursuant to this Agreement;
<PAGE>

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

         "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;

         "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;

         "PERMITTED BORROWINGS" means:

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

          (b)  any Borrowed Money arising under or in respect of the Senior Loan
               Agreement in a maximum principal amount of (pound)1,000,000,000;

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

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

          (e)  any Borrowed Money arising under the interest rate protection
               arrangements referred to in clause 11.1(i);

          (f)  any Borrowed Money arising under:

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

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

               (iii) Non-Guaranteed Computer Leases in aggregate not exceeding
                    (pound)20,000,000;
<PAGE>
               (iv) 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 (f) shall not at any time exceed (pound)140,000,000;

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

          (h)  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 (i) 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, (ii) the net balance with each such bank is in
               credit at least once in any 30 day period and (iii) 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;

          (i)  any Borrowed Money arising under Indemnities not exceeding
               (pound)250,000 for each TCN Franchise;

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

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

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

               (iii) 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; and

          (k)  any Borrowed Money not within paragraphs (a) to (j) above and not
               exceeding at any time in aggregate (pound)15,000,000;

         "PERMITTED DISPOSALS" means:

          (a)  the application of cash in (i) 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
<PAGE>

               Document, (ii) 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 (iii) the
               payment of moneys by the Borrower to Telewest to the extent
               permitted by the terms of this Agreement;

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

          (c)  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;

          (d)  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;

          (e)  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;

          (f)  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;

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

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

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

          (j)  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 (a) to (i) (inclusive) above) where such assets are
               obsolete or no longer required for the purposes of such member of
               the TCN Group's business;
<PAGE>

         "PERMITTED ENCUMBRANCES" means:

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

          (b)  any Encumbrance arising under any of the Senior Security
               Documents (i) as at the date hereof, or (ii) arising at a later
               date, if second ranking security over the property which is the
               subject of the Encumbrance has been granted concurrently in
               favour of the Security Trustee;

          (c)  any Encumbrance existing at the date hereof and set out in
               Schedule 8;

          (d)  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;

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

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

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

          (h)  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;

          (i)  (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 (f) of
               the definition of Permitted Borrowings;

          (j)  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;
<PAGE>

          (k)  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 (i) 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 (ii) such users are persons
               engaged in a similar business to that of the TCN Group; and

          (l)  any Encumbrance not within paragraphs (a) to (k) 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:

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

          (b)  any guarantees or indemnities arising under any of the Senior
               Security Documents (i) as at the date hereof, or (ii) arising at
               a later date, if similar guarantees or indemnities by the same
               entities, as the case may be, are given concurrently in
               connection herewith to the Security Trustee;

          (c)  any guarantees or indemnities approved by the Agent (acting on
               the instructions of the Majority Banks);

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

          (e)  any guarantees or indemnities included within Permitted
               Borrowings; and

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

         "PERMITTED INTRA-TCN GROUP TRANSACTIONS" means:

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

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

          (c)  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;

          (d)  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;

          (e)  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;

          (f)  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 (i) such shares are charged to the Security Trustee pursuant
               to a Security Document and (ii) promptly upon such subscription
               or purchase being completed such company becomes a TCN Entity
               pursuant to the provisions of this Agreement; and

          (g)  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:

          (a)  any transaction included within Permitted Disposals;

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

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

          (d)  on or after 1 January 1997, (i) any acquisition of the entire
               ownership interest in, or (ii) 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:

               (aa) the consideration payable for such acquisition is satisfied
                    entirely by (A) the issue to the vendor of shares in
                    Telewest and/or (B) 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 the relevant 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 in accordance with clause 11.1(f)) in
<PAGE>
                    an aggregate amount which is not less than the amount of
                    such consideration and is applied in satisfaction of such
                    consideration and provided further that any such
                    Subordinated Debt or cash subscription for equity is not
                    funded (directly or indirectly) by any proceeds from any
                    raising of equity finance or Borrowed Money by Telewest
                    after the date hereof;

               (bb) in the case of sub-paragraph (i) above, such person becomes
                    a TCN Entity contemporaneously with the making of such
                    acquisition or investment or, in the case of sub-paragraph
                    (ii) 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;

               (cc) 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

               (dd) in the case of sub-paragraph (i) above such person is a
                    Local Delivery Operator or in the case of paragraph (ii)
                    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;

          (e)  any loans to Telewest representing any amount realised under
               paragraph (i)(i) 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
<PAGE>
               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 (e) does not exceed the aggregate net
               consideration received in respect of disposals falling within
               paragraph (i)(i) of the definition of Permitted Disposals;

          (f)  any transaction not within paragraphs (a) to (e) (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;

          (b)  by the Borrower to Telewest (whether by way of (1) (in the case
               of (i) or (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 (pound)2,000,000 in respect of each
                    financial year;

               (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;

               (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
<PAGE>

          (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 second ranking
         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;

         "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;
<PAGE>

         "QUALIFYING BANK" means:

          (a)  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; or

          (b)  a person, being a bank or financial institution (whether
               incorporated in the United Kingdom or elsewhere), which, by
               virtue of the provisions of a double taxation agreement between
               the United Kingdom and the country of residence of that person is
               entitled to exemption from Taxes on interest and is, subject only
               to a prior direction given to the Borrower by the United Kingdom
               Inland Revenue pursuant to an application by that person without
               the Borrower incurring any additional expense or suffering any
               significant additional administrative burden, eligible to have
               payments made to it by the Borrower under this Agreement without
               any deduction or withholding in respect of Taxes, and for this
               purpose "double taxation agreement" means any convention or
               agreement between the government of the United Kingdom and any
               other government for the avoidance of double taxation and the
               prevention of fiscal evasion with respect to Taxes on income and
               capital gains;

         "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;

         "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
         and South East, (ii) Scotland and North East, (iii) Midlands and South
         West and (iv) North West;
<PAGE>

         "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 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;

         "REPAYMENT DATE" means, subject to clause 8.4, 30 June 2006;

         "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 PERIOD" means the period from (and including) 1 July 1999 to
         (and including) 30 June 2001;

         "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);

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

         "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;

         "SECURITY DOCUMENTS" means the Debenture, the Deed of Subordination,
         the Pledge and Security Agreements, the Telewest Loan Assignment, the
         Telewest National Network Licence Assignment, the Reimbursement
         Agreement, the Scottish Security Documents, the Share Charge, 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);
<PAGE>

         "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 Agent and
         the Security Trustee;

         "SECURITY TRUSTEE" means The Toronto-Dominion Bank, Triton Court, 14-18
         Finsbury Square, London EC2A 1DB and/or such other person as may be
         appointed as security trustee pursuant to any Security Document (as the
         context requires);

         "SENIOR AGENT" means the agent under the Senior Loan Agreement (being,
         at the date of this Agreement, CIBC Wood Gundy plc of Cottons Centre,
         Cottons Lane, London SE1 2QL);

         "SENIOR BANKS" means the banks and financial institutions listed in
         Part D of Schedule 1 of the Senior Loan Agreement and includes their
         successors in title, assignees and substitutes;

         "SENIOR 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 the Senior Loan
         Agreement during such period;

         "SENIOR LOAN" means the (pound)1.2 billion facility provided under the
         Senior Loan Agreement which is to be reduced to (pound)1 billion at the
         date hereof pursuant to the Senior Loan Amendment;

         "SENIOR LOAN AGREEMENT" means the Loan Agreement dated 22nd May 1996
         made between (1) Telewest Communications Networks Limited (2) the
         Subsidiaries of Telewest Communications Networks Limited set out in
         part A of Schedule 1 therein, (3) the Associated Partnerships of
         Telewest Communications Network Limited set out in part B of schedule 1
         therein, (4) The Bank of New York, CIBC Wood Gundy plc, Chase
         Investment Bank Limited, Natwest Markets 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 therein, (6) CIBC Wood
         Gundy plc as agent; and (7) CIBC Wood Gundy plc as security trustee as
         amended;

         "SENIOR LOAN AMENDMENT AGREEMENT" means an amendment agreement relating
         to the Senior Loan Agreement in the agreed form;
<PAGE>

         "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;

         "SENIOR SECURITY DOCUMENTS" shall have the meaning ascribed to
         "Security Documents" in the Senior Loan Agreement;

         "SENIOR TRANCHE B LOAN" means the portion of the Senior Loan
         categorised as Tranche B under the Senior Loan Agreement;

         "SHARE CHARGE" means the second ranking share charge to be entered into
         by Telewest over its shares in the Borrower in the agreed form;

         "SHARE PLEDGES" means the second ranking 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;

         "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;

         "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;
<PAGE>

         "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;

         "SURPLUS CASH FLOW" means Excess Cash Flow less any amounts applied in
         prepayment in accordance with clause 6.5(a) of the Senior Loan
         Agreement;

         "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;

         "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);
<PAGE>

         "TELEWEST LOAN ASSIGNMENT" means the second ranking 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 NATIONAL NETWORK LICENCE ASSIGNMENT" means the second ranking
         assignment by way of security to be entered into by Telewest of
         Telewest's rights in and to the National Network Licence 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 4.12 and any advance
         resulting from the division and/or consolidation of any Term Advance in
         accordance with clause 4.12;

         "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 July, 2001 to
         (and including) 30 June 2006;

         "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;
<PAGE>

         "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 TCN SECURED DEBT" means the aggregate consolidated amount of all
         Borrowed Money of the TCN Group under the Senior Loan Agreement and
         this 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;

         "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);
<PAGE>

        (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 or, where no such draft is so
                initialled, in the form to be agreed between the Borrower and
                the Agent and both such parties hereby agree to negotiate in
                good faith to agree such form;

        (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
                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
<PAGE>
         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.

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)100,000,000. 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
<PAGE>
         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 conditions 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:

        (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.
<PAGE>

4        REVOLVING ADVANCES

4.1      Senior Loan Agreement

         Subject to the terms and conditions of this Agreement, Revolving
         Advances may only be drawn during the Revolving Period and only if the
         Senior Loan has been drawn to the fullest extent possible at the
         relevant time.

4.2      Maximum Outstandings

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

<TABLE>
<CAPTION>
                                (1)                                             (2)
                              PERIOD                         MAXIMUM TOTAL TCN SECURED DEBT DIVIDED BY
                                                               CONSOLIDATED ANNUALISED TCN GROUP NET
                                                                        OPERATING CASH FLOW

<S>                                                           <C>
           from  1  July  1999  to  (and  including)  31                        6.0
           December 1999

           from  (but  excluding)  31  December  1999 to                        5.0
           (and including) 31 December 2000

           from  (but  excluding)  31  December  2000 to                        4.5
           (and including) 30 June 2001

</TABLE>

4.3      Maximum aggregate outstanding Advances

         The aggregate principal amount of the Loan shall not at any time exceed
         (pound)100,000,000 and no Revolving Advance shall be made under this
         Agreement if, following the making of such Revolving Advance, such
         limit would be exceeded.

4.4      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
<PAGE>

         5.8(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 6.7.

4.5      Rollover

         Subject to the terms and conditions of this Agreement, if the Borrower
         wishes to draw a Revolving Advance 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 4.10,
         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. 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 5.8(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 6.7.

4.6      No Rollover Notice

         If the Agent does not receive a Rollover Notice from the Borrower in
         accordance with clause 4.5 in respect of a new Revolving Advance 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 and 4.3), a Revolving Advance
         of an amount equal to the amount of the Revolving Advance due to be
         repaid shall be made to the Borrower if the Revolving Advance due to be
         repaid was outstanding on such Term Date, for a Term of one month or
         such other period as shall comply with clause 4.7 unless the amount of
         such Revolving Advance is the subject of a notice received by the Agent
         under clause 6.7.

4.7      Term and Amount of Revolving Advances

        (a)     Revolving Advances may be made only on Banking Days falling
                within, in the case of Revolving Advances the 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 Revolving Period Provided that any Revolving Advances
                made less than one month prior to the last day of the Revolving
                Period may only be borrowed for the period up to and ending on
                such date;

        (b)     each Revolving Advance shall be of (pound)10,000,000 or any
                larger sum which is an integral multiple of (pound)2,000,000;
                and

        (c)     no Revolving Advance may be drawn down if, as a result, there
                would be more than four Revolving Advances then outstanding.
<PAGE>

4.8      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 4.6 the Agent shall
         notify each Bank thereof, of the date on which such Revolving Advance
         is to be made and the Term thereof. Subject to the provisions of
         clauses 3 and 4.10, 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.

4.9      Termination of Commitments

         Any part of the Commitments undrawn and uncancelled at the end of the
         Revolving Period, shall thereupon be automatically reduced to zero.

4.10     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 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 4.8 a principal amount (if
         any) equal to the amount by which the new Revolving Advance exceeds the
         maturing Revolving Advance.

4.11     Conversion to a Term Loan

         On the last day of the Revolving Period the revolving credit facility
         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.

4.12     Term Advances

         Following the consolidation referred to in clause 4.11, 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
<PAGE>

         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 four 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)2,000,000 or the balance of the Loan.

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      Calculation of Margin

         The Margin for an Advance drawn within a period set out in column (1)
         below shall be the rate set out in the corresponding part of column (2)
         below:

<TABLE>
<CAPTION>
                                 (1)                                             (2)
                               PERIOD                                RATE (PER CENT. PER ANNUM)
<S>                                                                   <C>
           from  1  July  1999  to  (and   including)   31                       3.5
           December 1999
           from (but  excluding)  31 December 1999 to (and                       4.5
           including) 30 June 2000
           from  (but  excluding)  30  June  2000  to (and                       5.5
           including) 30 June 2006

</TABLE>

5.3      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 5.4 and 5.5.

5.4      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.
<PAGE>

5.5      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 5.4 but so that:

        (a)     the initial Interest Period in respect of each Term Advance will
                commence on the last day of the 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 5.4 and this
                clause 5.5 such Interest Period shall, subject to this clause
                5.5, have a duration of one month.

5.6      Default interest

         If the Borrower fails to pay any sum (including, without limitation,
         any sum payable pursuant to this clause 5.6) 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 5.6. 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 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 5.6 shall be
         due and payable on the last day of each period determined by the Agent
         pursuant to this clause 5.6 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 5.8(a)(i) or
         (ii), the Agent is unable to determine a rate in accordance with the
         foregoing provisions of this clause 5.6 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.
<PAGE>

5.7      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.

5.8      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 5.8(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 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
<PAGE>

                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 clause 5.2.

                  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.

5.9      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 5.8, on the basis of the quotations
         furnished by the remaining Reference Banks.

6        REPAYMENT, PREPAYMENT AND CANCELLATION

6.1      Repayment of Advances

         The Borrower agrees to repay the outstanding amount of the Loan in one
         instalment on or before the Repayment Date.

6.2      Voluntary prepayment

         The Borrower may prepay any Advance in whole or in part (being
         (pound)5,000,000 or any larger sum which is an integral multiple of
         (pound)5,000,000) at any time.

6.3      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 5.8, 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;

        (b)     any Bank's Contribution to which a substitute basis applies by
                virtue of clause 5.8(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.
<PAGE>

6.4      Mandatory Prepayment

        (a)     The Borrower shall apply, or procure the application of, 100 per
                cent. of Surplus 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 mandatory prepayment of the Loan
                provided that the first (pound)10,000,000 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 6.4(a) in
                respect of all other relevant amounts).

        (b)     The Borrower shall apply, or procure the application of the net
                cash proceeds after expenses of issue from any raising of equity
                finance or Borrowed Money (the "PREPAYMENT PROCEEDS") by
                Telewest made after the date hereof in prepayment of the Loan
                (save for (i) any such proceeds raised for the purpose of
                purchasing the shares held by Comcast UK Cable Partners Limited
                in Birmingham Cable Corporation Limited and/or Cable London plc
                and provided that such proceeds are so applied within 90 days of
                receipt and (ii) any such proceeds from any raising of equity
                finance pursuant to a rights issue specifically to finance or
                part finance an acquisition of General Cable plc by Telewest and
                provided that the shares in relation to the equity financing are
                issued no later 31 December 1998). During the Revolving Period
                the Commitments shall automatically be cancelled by the amount
                of such prepayment and the Commitment of each Bank shall be
                reduced proportionately.

        (c)     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 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;
<PAGE>

                        (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.

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

                (i)     be made on Interest Payment Dates falling after the date
                        upon which the Prepayment Proceeds are received by
                        Telewest Communications plc beginning with the first
                        such date and continuing until the prepayment obligation
                        under paragraph (b) above has been satisfied; and

                (ii)    if on any Interest Payment Date upon which Prepayment
                        Proceeds are 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 Prepayment Proceeds
                                required to be applied are 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.

        (e)     The Borrower's obligations under paragraph (a) 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.

        (f)     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 paragraph (a) 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 paragraph (a) above.
<PAGE>

6.5      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 5.8(b), at a rate per annum equal to the
         rate certified by such Bank in accordance with clause 5.8(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.

6.6      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 Revolving Period may be reborrowed. The
         Borrower may not prepay the Loan or any part thereof save as expressly
         provided in this Agreement.

6.7      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 (pound)10,000,000 or any larger sum which is an
         integral multiple of (pound)2,000,000) 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

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 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;
<PAGE>

        (b)     Agency fee

                an agency fee of an amount agreed between the Borrower and the
                Agent and set out in a letter of even date herewith; and

        (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 as set out below 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.

<TABLE>
<CAPTION>
                                        (1)                                         (2)
                                       PERIOD                              COMMITMENT COMMISSION

<S>                                                                       <C>
                    date of this  Agreement  to (and  including)               0.75 per cent.
                    30 September 1998                                            per annum
                    from (and  including) 1 October 1998 to (and                1 per cent.
                    including) 31 March 1999                                     per annum
                    from (and  including)  1 April  1999 to (and               1.5 per cent.
                    including) 30 June 1999                                      per annum
                    from (and including) 1 July 1999                    50% of the applicable Margin

</TABLE>

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 5.6 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
<PAGE>
                otherwise in respect of the moneys owing under this Agreement,
                together with interest at the rate referred to in clause 5.6
                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.

8        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
<PAGE>
         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.

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 and 8.9, 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.
<PAGE>

8.8      Exemption

         The Borrower is not obliged to pay any additional amount pursuant to
         clause 8.7 above in respect of any deduction or withholding which would
         not have been required if the relevant Bank had obtained any exemption
         (including, for the avoidance of doubt, any exemption under a double
         tax agreement) which it is able to or capable of obtaining. The
         Borrower shall use reasonable endeavours to expedite any application
         for exemption made by the relevant Bank.

8.9      Qualifying Banks

         Each Bank confirms to the Borrower that on the date on which it becomes
         a party to this Agreement that it is a Qualifying Bank and 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 (and in the case of a Qualifying Bank under paragraph
         (b) of the definition of "Qualifying Bank", on the assumption that the
         Borrower has been directed by the United Kingdom Inland Revenue by a
         notice in writing given under the Double Taxation Relief (Taxes on
         Income) (General) Regulations 1970 that it shall make payments under
         this Agreement to that Bank without deduction or withholding in respect
         of UK tax).

8.10     Collecting Agent Rules

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

        (a)     it is not resident for tax purposes in the United Kingdom and is
                beneficially entitled to the principal and interest payable by
                the Agent to it under this Agreement; or

        (b)     it is a Bank as defined in section 840A of the Income and
                Corporation Taxes Act 1998 and is beneficially entitled to the
                principal and interest payable by the Agent to it under this
                Agreement,

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

8.11     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 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.

8.12     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.

8.13     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
<PAGE>

         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 which shall have become due but
                remains unpaid;

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

        (f)     sixthly, 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 8.13 may be varied by
         the Agent if all Banks so direct.

9        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;
<PAGE>

        (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

                (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;
<PAGE>

        (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;

        (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;
<PAGE>

        (g)     No litigation

                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 1996 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 1998 to 31 December
                        2006 inclusive for the TCN Group and the operating
                        statistics projections for each Region for such
                        financial years, and the Long Range Plan 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
                Loan Assignment, the Telewest National Network Licence
                Assignment and the Scottish Security Documents pursuant to
                Section 395 or 410 Companies Act 1985, to the extent required
                thereunder 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);
<PAGE>

        (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

                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;

        (m)     Solvency

                after giving effect to the transactions contemplated hereby, the
                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;
<PAGE>

        (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;

        (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;

<PAGE>
        (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

                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.

9.2      Further Representation 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

                (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);
<PAGE>
        (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. 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 and Security Agreements, the Telewest
                Loan Assignment, the Telewest National Network Licence
                Assignment and the Scottish Security Documents pursuant to
                Section 395 or 410 of the Companies Act 1985, to the extent
                required thereunder 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;

        (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);
<PAGE>

        (e)     No withholding Taxes

                as at the date of this Agreement, on the basis that all of the
                Banks are Qualifying Banks (and in the case of a Qualifying Bank
                under paragraph (b) of the definition of "Qualifying Bank", on
                the assumption that the Borrower has been directed by the United
                Kingdom Inland Revenue by a notice in writing given under the
                Double Taxation Relief (Taxes on Income) (General) Regulations
                1970 that it shall make payments under this Agreement to that
                Bank without deduction or withholding in respect of UK tax), 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)     Long Range Plan

                to the best of the Borrower's knowledge and belief after due
                enquiry, as at the date of the Long Range Plan 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
                Long Range Plan; none of the opinions, projections and forecasts
                contained in the Long Range Plan (and the assumptions on which
                such opinions, projections and forecasts were made) were or are
                misleading in any material respect either as at the date of the
                Long Range Plan or as the date of this Agreement.
<PAGE>

                No warranty or representation is made in respect of any
                opinions, projections, forecasts 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 Long
                Range Plan 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) and each of the Acceding TCN Entities)
                which is not an Immaterial Group Entity is a party to this
                Agreement and each Original Non-Charging Subsidiary (other than
                Cable Guide Limited and each of the Acceding TCN Entities) is an
                Immaterial Group Entity.

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 Long Range Plan, 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
<PAGE>

         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

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 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
<PAGE>

                  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 Telewest or
                        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 Telewest or 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;

                (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
<PAGE>
                        and Cable Laws and all other steps reasonably necessary
                        to effect the extension or renewal of the same for a
                        period extending to at least 30 June 2008;

        (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, unless such Bank is also a bank under the Senior
                  Loan Agreement and such document is deliverable to it under
                  the Senior Loan Agreement, 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
<PAGE>
                  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;

        (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 1998 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
<PAGE>
                  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.

                  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, unless such
                  Bank is also a bank under the Senior Loan Agreement and such
                  document is deliverable to it under the Senior Loan Agreement,
                  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:
<PAGE>
                        (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, for the avoidance of doubt, not
                                including the financial year ending 31st
                                December 1997, 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 operational statistics projections
                                contained in the Long Range Plan, 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 (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 Long Range Plan); 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;
<PAGE>

        (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;

        (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
<PAGE>

                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 (pound)500,000
                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;

        (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;
<PAGE>

        (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

                (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 Long Range Plan), 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;
<PAGE>
        (aa)    Security Documents

                  provide to the Security Trustee within six months of the date
                  of this Agreement, the Debenture, the Deed of Subordination,
                  the Telewest Loan Assignment, the Telewest National Network
                  Licence Assignment, the Share Charge and the Security Trust
                  Deed, each duly executed by each party thereto other than the
                  Security Trustee;

        (bb)    1998 Financial Statements

                  deliver to the Agent sufficient copies for all the Banks of
                  consolidated financial statements of both the Telewest Group
                  and the TCN Group in respect of the financial year ending 31st
                  December, 1998 within 120 days of the end of such financial
                  year and reported on by their respective auditors so that the
                  report of the auditors on such consolidated financial
                  statements is not qualified in any way whatsoever except where
                  the qualification is of a technical nature and the remedy for
                  the matter giving rise to such qualification would have no
                  effect on the results of the Telewest Group or the TCN Group,
                  as the case may be for the period to which such accounts
                  relate or on the financial position of the Telewest Group or
                  the TCN Group, as the case may be, as at the end of such
                  periods; and

        (cc)    Acceding TCN Entities

                  ensure that:

                (i)     the Acceding TCN Entities accede to this Agreement and
                        the relevant Security Documents within 14 days of the
                        date hereof, and the parties hereto acknowledge that
                        this shall be in accordance with and in due satisfaction
                        of the covenant set out in Clause 10.1(x) hereof; and

                (ii)    within 28 days of the date hereof, the articles of the
                        Borrower and the Acceding TCN Entities shall be amended
                        in a similar manner to the equivalent amendment to the
                        articles to certain TCN Entities effected at or about
                        the date of the Senior Loan Agreement in order to
                        prevent the directors of the Borrower or the relevant
                        Acceding TCN Entity refusing to register any transfer of
                        the shares in the Borrower or the relevant Acceding TCN
                        Entity charged pursuant to any relevant Security
                        Document.
<PAGE>

11       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;

        (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;
<PAGE>

        (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 are delivered to the Security
                  Trustee at the same time, if the Borrower is not and may not
                  be obliged to deliver them under the Senior Loan Agreement or
                  any security document relating to the Senior Loan Agreement,
                  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;

        (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;

        (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) (pound)80,000,000, for a period not in excess of 15
                  months and having an average life not in excess of nine
                  months;
<PAGE>

        (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;

        (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;

        (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 (pound)100,000.

                  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;
<PAGE>

        (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 (other than
                  the interests in the Original Charging Partnerships) subject
                  to the Security Documents in the United States (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 an office in the State of
                  Colorado). Control and management of each of the TCN Entities
                  shall take place outside the United States of America; and

        (p)     Senior Loan Agreement

                  they will not permit:

                (i)     any increase in the commitments under the Senior Loan
                        Agreement; and

                (ii)    the granting of further security thereunder other than
                        in circumstances where second ranking security or, if
                        such security is not legally possible, such other
                        security as is legally possible over the same property
                        has been granted concurrently to the Security Trustee
                        for the obligations hereunder.

12       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 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 on any Quarter
                  Day set out in column (1) below for the preceding Six Month
                  Period shall not be less than the amount set out opposite that
                  Quarter Day in column (2) below:
<PAGE>
<TABLE>
<CAPTION>
                                      (1)                                          (2)
                                  QUARTER DAY                     CONSOLIDATED TCN GROUP NET OPERATING
                                                                                CASHFLOW
                                                                              (POUND)000S

<S>                                                             <C>
                   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
<PAGE>
                   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

</TABLE>

        (b)     Senior 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 Senior 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:

<TABLE>
<CAPTION>
                                      (1)                                      (2)
                                    PERIOD                                    RATIO
<S>                                                                        <C>
                   from the date of this  Agreement  to (and                   6.5
                   including) 31 December 1998
                   from 1  January  1999 to (and  including)                   6.0
                   30 June 1999
                   from 1 July  1999 to (and  including)  31                   5.0
                   December 1999
                   from 1  January  2000 to (and  including)                   4.0
                   31 December 2000
                   thereafter                                                  3.5
</TABLE>

        (c)     Senior 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
<PAGE>

                  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 Senior 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:

<TABLE>
<CAPTION>
                                      (1)                                      (2)
                                     PERIOD                                   RATIO
<S>                                                                         <C>
                   from 1 January 1998 to (and  including) 31                 1.50:1
                   December 1998
                   from 1 January 1999 to (and  including) 31                 2.00:1
                   December 1999
                   from 1 January 2000 to (and  including) 30                 2.50:1
                   June 2000
                   from 1 July  2000  to (and  including)  31                 3.00:1
                   December 2000
                   from 1 January 2001 onwards                                4.00:1
</TABLE>

        (d)     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:

<TABLE>
<CAPTION>
                                      (1)                                      (2)
                                     PERIOD                                   RATIO
<S>                                                                        <C>
                   from 1 January 1998 to (and  including) 30                1.00 : 1
                   June 1998
                   from 1 July  1998  to (and  including)  31                1.20 : 1
                   December 1998
                   from 1 January 1999 to (and  including) 30                1.25 : 1
                   June 1999
                   from 1 July  1999  to (and  including)  31                1.35 : 1
                   December 1999
<PAGE>

                   from 1 January 2000 to (and  including) 31                 1.50:1
                   March 2000
                   from 1 April  2000 to (and  including)  30                1.75 : 1
                   September 2001
                   from 1 October 2001 to (and  including) 31                2.00: 1
                   March 2002
                   from 1 April  2002 to (and  including)  30                2.25 : 1
                   June 2002
                   from 1 July  2002  to (and  including)  31                2.50 : 1
                   December 2002
                   from 1 January 2003 to (and  including) 31                2.75 : 1
                   March 2003
                   from 1 April 2003 onwards                                 3.00 : 1

</TABLE>

        (e)     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:

<TABLE>
<CAPTION>
                                      (1)                                      (2)
                                     PERIOD                                   RATIO
<S>                                                                        <C>
                   from 1 January 1998 to (and  including) 31                1.00 : 1
                   December 1998
                   from 1 January 1999 to (and  including) 31                1.25 : 1
                   December 1999
                   from 1 January 2000 onwards                               1.50 : 1
</TABLE>

        (f)     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
<PAGE>

                  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
                  against such period in column (2) below:

<TABLE>
<CAPTION>
                                      (1)                                      (2)
                                     PERIOD                                   RATIO
<S>                                                                        <C>
                   from 1 January 1999 up to (and  including)                1.00 : 1
                   31 December 2001
                   from 1 January 2002 to (and  including) 31                1.20 : 1
                   December 2002
                   from 1 January 2003 to (and  including) 31                1.40 : 1
                   December 2003
                   from 1 January 2004 onwards                               1.50 : 1
</TABLE>

        (g)     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:
<TABLE>
<CAPTION>
                                      (1)                                       (2)
                                    PERIOD                                    RATIO
<S>                                                                       <C>
                 from 1 April 2000 up to (and including) 31                 1.00 : 1
                 December 2001
                 from 1 January 2002 to (and including) 31                  1.20 : 1
                 December 2002
                 from 1 January 2003 to (and including) 31                  1.40 : 1
                 December 2003
                 from 1 January 2004 onwards                                1.50 : 1
</TABLE>

        (h)     Total TCN Secured Debt

                  to ensure that (i) on each Quarter Date 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 Total TCN Secured Debt to
                  Consolidated Annualised TCN Group Net Operating Cash Flow
<PAGE>

                  calculated by reference to the Six Month Period ending on such
                  day shall not exceed the number set out against such period in
                  column (2) below:
<TABLE>
<CAPTION>
                                     (1)                                      (2)
                                   PERIOD                                    RATIO
<S>                                                                        <C>
                 from 1 July  1999  to  (and  including)  31                  6.0
                 December 1999
                 from 1 January 2000 to (and  including)  31                  5.0
                 December 2000
                 from 1 January 2001 to (and  including)  30                  4.5
                 June 2001
                 from 1 July  2001  to  (and  including)  31                  4.0
                 December 2001
                 thereafter                                                   3.5
</TABLE>

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 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

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):
<PAGE>

        (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 commits any breach of the undertakings
                        contained in clauses 10.1(a), (c)(i)(A) and (B), (e),
                        (k) and (cc), 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
                        (pound)1,000,000, 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

        (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
<PAGE>
                  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 (pound)7,500,000) 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 (pound)7,500,000 (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 (pound)25,000,000; 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

        (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
<PAGE>

        (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

        (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
<PAGE>
                  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

        (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 Telewest 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
<PAGE>
                (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 second 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

        (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
<PAGE>
                  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;

        (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 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.
<PAGE>
        (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 and so long as either (1) the
                agent under the Senior Loan Agreement has accelerated the Senior
                Loan under clause 13.2 of the Senior Loan Agreement or (2) 365
                days have elapsed since the occurrence of the Event of Default,
                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.

14       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:
<PAGE>
        (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

        (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 re-employing 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
<PAGE>
         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

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 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
<PAGE>
        (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):

                (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.
<PAGE>
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.

16       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
<PAGE>
                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.

        (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.
<PAGE>
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

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 (being at
         least (pound)2,000,000 or, less than (pound)2,000,000 if the Bank is a
         bank under the Senior Loan Agreement and the amount represents its
         entire Commitment) 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 (i) such Assignee is a wholly
         owned Subsidiary of such Assignor Bank or a person of whom such
         Assignor Bank is a wholly owned Subsidiary or (ii) a bank under the
         Senior Loan Agreement. 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.

17.4     Substitution

         Each Bank (a "TRANSFEROR BANK") may transfer, by way of novation, all
         or any part (being at least (pound)2,000,000 or, less than
         (pound)2,000,000 if the Bank is a bank under the Senior Loan Agreement
         and the amount represents its entire Commitment) 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:
<PAGE>

        (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 the Substitute
         shall pay to the Agent for its own account a fee of (pound)500. 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.

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.
<PAGE>
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.

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
<PAGE>
         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

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 18.2(c) 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, (vi) change clauses 3.3, 4.2, 4.3, 15.2, 16.2 or
                17.2, (vii) change this clause 18.2, (viii) change clause
                11.1(p) (B) to release any asset of whatever nature that 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,
                (C) to release any TCN Entity (other than an Immaterial Group
                Entity) from all of its obligations under this Agreement and the
                Security Documents or (D) to agree with any TCN Entity any
                increase in the Commitments under the Senior Loan Agreement.
<PAGE>
        (c)     Each TCN Entity (other than TCN) irrevocably appoints TCN to act
                on its behalf as its agent in relation to this Agreement and any
                amendment agreement relating hereto and irrevocably authorises
                TCN 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.

        (d)     Except with the prior written consent of the Senior Agent, the
                Agent shall not have authority on behalf of the Banks (A) to
                agree to any reduction in the term of this Agreement or (B) to
                agree to any waiver or reduction of the 365 day period in clause
                13.2(B).

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.
<PAGE>
         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.

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) unless such Bank
                is also a bank under the Senior Loan Agreement and such document
                is deliverable to it under the Senior Loan Agreement; 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
<PAGE>
         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 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
<PAGE>
         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

                (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.
<PAGE>
        (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 under the Debenture and any other Security
         Document entered into by the Security Trustee for the benefit of the
         Banks.

19       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
<PAGE>
                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:

                           Triton Court
                           14-18 Finsbury Square
                           London EC2A 1DB
                           Telefax:.0171 638 0006
                           Attention:       Director, Communications Finance

                (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.
<PAGE>
19.4     Counterparts

         This Agreement may be executed in any number of counterparts and by the
         different parties on separate counterparts, each of which when so
         executed and delivered shall be an original, but all counterparts shall
         together constitute one and the same instrument.

20       GOVERNING LAW AND JURISDICTION

20.1     Law

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

20.2     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
         20.2 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 20.2 preclude the taking of
         proceedings in any other such jurisdiction, whether concurrently or
         not.

20.3     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 20.2 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
<TABLE>
<CAPTION>
========================================================================== ===================================
                                   (1)                                                    (2)
                              COMPANY NAME                                           COMPANY NUMBER
========================================================================== ===================================
<S>                                                                        <C>
Telewest Communications Group Limited                                                   2514287
========================================================================== ===================================
Telewest Communications Cable Limited                                                   2883742
========================================================================== ===================================
Telewest Communications Holdings Limited (formerly called Telewest                      2982404
Holdings Limited)
========================================================================== ===================================
Telewest Parliamentary Holdings Limited                                                 251 4316
========================================================================== ===================================
Theseus No 1 Limited                                                                    2994027
========================================================================== ===================================
Theseus No. 2 Limited                                                                   2994061
========================================================================== ===================================
The Cable Equipment Store Limited                                                       2693805
========================================================================== ===================================
Telewest Communications (Cotswolds) Limited (formerly called United                     1743081
Artists Communications (Cotswolds) Limited)
========================================================================== ===================================
Telewest Communications (Nominees) Limited (formerly called United                      2318746
Artists Communications (Nominees) Limited)
========================================================================== ===================================
Telewest Communications (North East) Limited (formerly called United                    2378214
Artists Communications (North East) Limited)
========================================================================== ===================================
Telewest Communications (South East) Limited (formerly called United                    2270764
Artists Communications (South East) Limited)
========================================================================== ===================================
Telewest Communications (South Thames Estuary) Limited (formerly called                 2270763
United Artists Communications (South Thames Estuary) Limited)
========================================================================== ===================================
Telewest Communications (Tyneside) Limited (formerly called United                      2407676
Artists Communications (Tyneside) Limited)
========================================================================== ===================================
Telewest Communications (Midlands and North West) Limited (formerly                     2795350
called SBC Cable Comms (UK) Limited)
========================================================================== ===================================
Southwestern Bell International Holdings Limited                                        2378768
========================================================================== ===================================
Telewest Communications (Midlands) Limited (formerly called Midlands                    1882074
Cable Communications Limited)
========================================================================== ===================================
Telewest Communications (Telford) Limited (formerly called Telford                      2389377
Telecommunications Limited)
========================================================================== ===================================
Telewest Communications (North West) Limited  (formerly called North                    2321124
West Cable Communications Limited)
========================================================================== ===================================
<PAGE>
========================================================================== ===================================
Telewest Communications (Wigan) Limited  (formerly called Cable                         2451112
Communications Wigan Limited)
========================================================================== ===================================
Telewest Communications (Central Lancashire) Limited  (formerly called                  1737862
Cable Communications (Central Lancashire) Limited)
========================================================================== ===================================
Telewest Communications (Liverpool) Limited  (formerly called Cable                     1615567
Communications (Liverpool) Limited)
========================================================================== ===================================
Telewest Communications (St. Helens & Knowsley) Limited  (formerly                      2466599
called Cable Communications (St. Helens & Knowsley) Limited)
========================================================================== ===================================
Telewest Communications (East Lothian & Fife) Limited  (formerly called                 SC150057
Telewest (Motherwell) Limited)
========================================================================== ===================================
Telewest Communications (London South) Limited  (formerly called United                 1697437
Artists Communications (London South) Limited)
========================================================================== ===================================
Telewest Communications (South West) Limited (formerly called United                    2271287
Artists Communications (Avon) Limited)
========================================================================== ===================================
Telewest Communications (Dundee & Perth) Limited (formerly called                       SC096816
Tayside Cable Systems Limited)
========================================================================== ===================================
Telewest Communications (Glenrothes) Limited (formerly called Kingdom                   SC119523
Cablevision Limited)
========================================================================== ===================================
Telewest Communications (Motherwell) Limited (formerly called Scotcable                 SC121617
(Motherwell) Limited)
========================================================================== ===================================
Telewest Communications (Cumbernauld) Limited (formerly called Scotcable                SC121614
(Cumbernauld) Limited)
========================================================================== ===================================
Telewest Communications (Dumbarton) Limited (formerly called Scotcable                  SC121700
(Dumbarton) Limited)
========================================================================== ===================================
Telewest Communications (Falkirk) Limited (formerly called Cable North                  SC122481
(Forth District) Limited)
========================================================================== ===================================
Telewest Communications (Scotland) Limited (formerly called United                      SC80891
Artists Communications (Scotland) Limited)
========================================================================== ===================================
Telewest Communications (Scotland Holdings) Limited (formerly called                    SC150058
Telewest Scotland Holdings Limited)
========================================================================== ===================================
Telewest Communications (Internet) Limited                                              03141035
========================================================================== ===================================
Telewest Communications (Southport) Limited (formerly called Telewest                   03085912
(Southport) Limited)
========================================================================== ===================================
Crystal Palace Radio Limited                                                            01459745
========================================================================== ===================================
Avon Cable Investments Limited                                                          2487110
========================================================================== ===================================
Telewest Communications (Worcester) Limited (formerly called Telewest                   02475098
(Worcester) Limited)
========================================================================== ===================================

</TABLE>
<PAGE>
                                     PART B
                       THE ORIGINAL CHARGING PARTNERSHIPS

<TABLE>
<CAPTION>
============================================================= =======================================================
                            (1)                                                        (2)
                      PARTNERSHIP NAME                                     PRINCIPAL PLACE OF BUSINESS
============================================================= =======================================================
<S>                                                          <C>     
Cotswolds Cable Limited Partnership                           Concord House,
                                                              Staverton Technology Park,
                                                              Staverton,
                                                              Cheltenham,
                                                              Gloucestershire GL51 6TQ
============================================================= =======================================================
Estuaries Cable Limited Partnership                           Communications House, Scimitar Park,
                                                              Courtauld Park,
                                                              Basildon,
                                                              Essex SS1 1ND
============================================================= =======================================================
TCI/US WEST Cable Communications Group                        Genesis Business Park,
                                                              Albert Drive,
                                                              Woking,
                                                              Surrey GU21 5RW
============================================================= =======================================================
Tyneside Cable Limited Partnership                            Communications House,
                                                              1 Duke's Way West,
                                                              Team Valley,
                                                              Gateshead,
                                                              County Durham NE11 6EG
============================================================= =======================================================
Telewest Communications (North East) Partnership (formerly    Communications House,
called United Artists Communications (North East)             1 Duke's Way West,
Partnership)                                                  Team Valley,
                                                              Gateshead,
                                                              County Durham NE11 6EG
============================================================= =======================================================
Telewest Communications (South East) Partnership (formerly    Communications House, Scimitar Park,
called United Artists Communications (South East)             Courtauld Park, Basildon,
Partnership)                                                  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 Partnership                           1 South Gyle Crescent Lane, Edinburgh, EH2 9EG
============================================================= =======================================================
United Cable (London South) Limited Partnership               Communications Centre,
                                                              5 Factory Lane, Croydon, Surrey
============================================================= =======================================================
<PAGE>
============================================================= =======================================================
Avon Cable Joint Venture                                      700 Waterside Drive, Aztec West,
                                                              Almondsbury, Bristol BS12 4ST
============================================================= =======================================================
Telewest (London South) Joint Venture (formerly called        Communications Centre,
London South Joint Venture)                                   5 Factory Lane, Croydon, Surrey
============================================================= =======================================================
Telewest Communications (Cotswolds) Venture (formerly         Network Centre,
called United Artists Communications (Cotswolds) Venture)     Staverton Technology Park, Staverton,
                                                              Cheltenham, Gloucestershire  GL51 6TQ
============================================================= =======================================================
Telewest Communications (Scotland) Venture (formerly called   1 South Gyle Crescent Lane, Edinburgh, EH2 9EG
United Artists Communications (Scotland) Venture)
============================================================= =======================================================

</TABLE>

<PAGE>
                                     PART C
                     THE ORIGINAL NON-CHARGING SUBSIDIARIES

<TABLE>
<CAPTION>
========================================================================= ====================================
                                  (1)                                                     (2)
                              COMPANY NAME                                          COMPANY NUMBER
========================================================================= ====================================
<S>                                                                       <C>
Cable Communications (Telecomm) Limited                                                02423585
========================================================================= ====================================
Cable Communications Limited                                                           01860121
========================================================================= ====================================
Telewest  Communications  (Fylde & Wyre) Limited  (formerly called Cable               02935056
Communications Fylde & Wyre 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 Interactive  Limited (formerly called Cable  Communications  South               03006851
East Staffordshire Limited)
========================================================================= ====================================
Cable  on  Demand   Limited   (formerly   called  Cable   Communications               03039816
Shrewsbury Limited)
========================================================================= ====================================
Perth Cable Television Limited                                                         SC032627
========================================================================= ====================================
Dundee Cable and Satellite Limited                                                     SC093114
========================================================================= ====================================
Cable Guide Limited                                                                    02025654
========================================================================= ====================================


</TABLE>

<PAGE>
                                     PART D
                         THE BANKS AND THEIR COMMITMENTS

<TABLE>
<CAPTION>
           NAME                               ADDRESS AND TELEX AND FACSIMILE NUMBERS          COMMITMENT
                                                                                                 (POUND)
<S>                                  <C>                                                    <C>
The Bank of New York Company, Inc.    46 Berkeley Street                                      11,150,000
                                      London
                                      W1X  6AA
                                      Tel:              0171 322 6017
                                      Fax:              0171 322 6032
                                      Attention:        Loans Administration

CIBC Wood Gundy plc                   Cottons Centre                                          11,150,000
                                      Cottons Lane
                                      London SE1 2QL
                                      Tel:              0171 234 6000
                                      Fax:              0171 234 6134
                                      Attention:        Louise Moat

The Chase Manhattan Bank              Chaseside                                               11,150,000
                                      Bournemouth
                                      Dorset
                                      Tel:              01202 342000
                                      Fax:              01202 343706
                                      Attention:        European Loans

National Westminster Bank plc         135 Bishopsgate                                         11,150,000
                                      London EC2M 3UR
                                      Tel:              0171 375 5085
                                      Fax:              0171 375 5820
                                      Telex:            882121
                                      Attention:        Portfolio Management

The Toronto-Dominion Bank             Triton Court                                            11,150,000
                                      14/18 Finsbury Square
                                      London EC2A 1DB
                                      Tel:              0171 282 8222/8225
                                      Fax:              0171 638 0006
                                      Telex:            883391 TORDOMC
                                      Attention:        Jerry Moore

NationsBank N.A. (London Branch)      New Broad Street House                                   7,500,000
                                      35 New Broad Street
                                      London EC2M 1NH
                                      Tel:              0171 282 2478/2476
                                      Fax:              0171 282 2471
                                      Attention:        Dave Riordan/
                                                        Dilys Robertson
<PAGE>

Bank Boston, N.A.                     39 Victoria Street                                       5,000,000
                                      PO Box 155
                                      London SW1H 0ED
                                      Tel:              0171 932 9125
                                      Fax:              0171 932 9110
                                      Telex:            886705/885125
                                      Attention:        Rachel Moore/Mark Evans

Bankers Trust Company                 1 Appold Street                                          5,000,000
                                      Broadgate
                                      London  EC2A 2ME
                                      Tel:                  0171 982 2599
                                      Fax:                 0171 982 1182
                                      Telex:              883341
                                      Attention:        Charles Griffiths
Banque Paribas                        10 Harewood Avenue                                       5,000,000
                                      London NW1 6AA
                                      Tel:              0171 595 4747
                                      Fax:              0171 595 5019
                                      Attention:        Ken Goldsborough

Barclays Bank PLC                     Structured Finance                                       5,000,000
                                      Barclays Capital
                                      5 The North Colonnade
                                      Canary Wharf
                                      London E14 4BB
                                      Tel:              0171 773 4059
                                      Fax:              0171 773 1826
                                      Attention:        Head of Asset Management

The British Linen Bank Limited        PO Box 49                                                5,000,000
                                      4 Melville Street
                                      Edinburgh EH3 7NZ
                                      Tel:              0131 243 8324
                                      Fax:              0171 243 8391
                                      Telex:            727221
                                      Attention:        Stuart H. Gibson

Deutsche Bank AG, London Branch       6 Bishopsgate                                            5,000,000
                                      London EC2N 4DA
                                      Tel:              0171 545 7469/7267
                                      Fax:              0171 545 7130
                                      Attention:        Martin Flaherty/
                                                        Alison Pring
<PAGE>
MeesPierson N.V.                      Camomile Court                                           5,000,000
                                      23 Camomile Street
                                      London EC3A 7PP
                                      Tel:              0171 444 8723
                                      Fax:              0171 444 8810
                                      Attention:        Mrs Jackie Cuffling

N M Rothschild & Sons Limited         New Court                                                1,750,000
                                      St. Swithin's Lane
                                      London EC4P 4DU
                                      Tel:              0171 280 5320
                                      Fax:              0171 280 5400
                                      Attention:        Adrian Gannon

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

                                                                                                  100,000,000
                                                                                          --------------------
</TABLE>

<PAGE>
                                   SCHEDULE 2
                                     PART A
                             FORM OF DRAWDOWN NOTICE


To:      The Toronto-Dominion Bank
         Triton Court
         14-18 Finsbury Square
         London EC2A 1DB

Attention:        Supervisor, Banking Services                         [Date]

                        (POUND)100,000,000 LOAN FACILITY
                          LOAN AGREEMENT DATED O, 1998
            (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 of (pound)[ ] 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; and

                (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.

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

4.       We further confirm that the ratio of the Total TCN Secured Debt
         (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 [ ].
<PAGE>
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:      The Toronto-Dominion Bank
         Triton Court
         14-18 Finsbury Square
         London EC2A 1DB

Attention:        Supervisor, Banking Services                          [Date]

                        (POUND)100,000,000 LOAN FACILITY
                           LOAN AGREEMENT DATED O 1998
                (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 (pound)[ ] on [ ] and select a Term for such
Revolving Advance of [ ] months. The funds should be applied in repayment [in
part] of the Revolving Advance of (pound)[ ] which falls due to be repaid on the
same day in accordance with clause 4.10 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 3

             DOCUMENTS AND EVIDENCE REQUIRED AS CONDITIONS PRECEDENT

(a)      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.

(b)      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.

(c)      A copy, certified as a true copy by the Company Secretary, of
         Resolutions of the Board of Directors of Telewest evidencing approval
         of the Share Charge, the Deed of Subordination, the Telewest National
         Network Licence Assignment, and the Telewest Loan Assignment and
         authorising its appropriate officers to execute and deliver the Share
         Charge, the Deed of Subordination, the Telewest National Network
         Licence Assignment, the Telewest Loan Assignment and to give all
         notices and to take all action required by it under the Share Charge,
         the Deed of Subordination, the Telewest National Network Licence
         Assignment, and the Telewest Loan Assignment.

(d)      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.

(e)      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 acknowledgement of appointment as such.

(f)      The Deed of Subordination, the Share Charge, the Telewest National
         Network Licence Assignment and the Telewest Loan Assignment having been
         duly executed and delivered by Telewest.

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

(h)      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.

(i)      A copy, certified as a true copy by the Company Secretary of Telewest,
         of the National Network Licence.
<PAGE>
(j)      An opinion of Norton Rose, solicitors to the Agent, dated no earlier
         than 15 days prior to the date of this Agreement.

(k)      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 Long Range Plan delivered
         to the Arrangers prior to the date of this Agreement are reasonable.

(l)      A copy of the budget of the TCN Group for the period commencing on 1
         January 1998 and ending on 31 December 1998.

(m)      A copy, certified as a true copy by a Director of the Borrower, of the
         Long Range Plan.

(n)      A letter from a director of Telewest confirming that as of the first
         Drawdown Date 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.

(o)      Either (i) a letter from a director or the Company Secretary of
         Telewest confirming that the Memorandum and Articles of Association of
         each Original Charging Subsidiary or Partnership Agreement of each
         Original Charging Partnership have not been amended from the date of
         the Senior Loan Agreement; or (ii) copies, certified as true copies by
         the relevant Company Secretary of the relevant revised Memorandum and
         Articles of Association.

(p)      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.

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

(r)      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.
<PAGE>
(s)      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.

(t)      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.

(u)      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.

(v)      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 and the Senior Loan
         Agreement.

(w)      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.

(x)      Certified copies of those charges detailed in 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.

(y)      Certified copies of Telewest/TCN Loan Agreement and the 1997 Telewest
         Letter Agreement.

(z)      Confirmation from the Company Secretary of the Borrower that there are
         no outstanding Encumbrances or Borrowings other than Permitted
         Encumbrances/Permitted Borrowings.

(aa)     Confirmation from the Senior Agent that the amendments to the Senior
         Loan Agreement set out in the Senior Loan Amendment Agreement have
         become effective.
<PAGE>
                                   SCHEDULE 4
                         CALCULATION OF ADDITIONAL COST

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


                         BY + L(Y-X) + S(Y-Z)
                       ------------------------
                             100 - (B+S)           per cent. per annum

         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.

2 For the purposes of this Schedule 4:

         (a)      "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

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

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

3        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.

4        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.

5        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:      The Toronto-Dominion Bank
         Triton Court
         14-18 Finsbury Square
         London EC2A 1DB

Attention:        Director, Communications Finance
                                                                    [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 o 1998
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.

1        [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.

2        The Substitute hereby requests the Agent (on behalf of itself, the
         Arrangers, the Security Trustee, the Borrower, the other TCN Entities
         and the Banks) 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.

3        The Agent (on behalf of itself, the Arrangers, the Security Trustee,
         the Borrower, the other TCN Entities and the Banks) 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.
<PAGE>
4        The Substitute confirms:

         (a)      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;

         (b)      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;

         (c)      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;

         (d)      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

         (e)      it is a Qualifying Bank.

5        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.

6        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.

7        The Substitute hereby undertakes to the Existing Bank, the Borrower,
         the other TCN Entities, the Arrangers, the Security Trustee, the other
         Banks 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>
8        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 CONTRIBUTION      NEXT INTEREST PAYMENT DATE(S)      PORTION NOVATED
                                                                  ((POUND))



        AMOUNT OF COMMITMENT                           PORTION NOVATED ((POUND))




                      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, 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)100,000,000 LOAN FACILITY, LOAN AGREEMENT DATED O 1998
     (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 [ ]:

1        Consolidated TCN Group NOCF for the Six Month Period ended [ ] was [ ].

2        *Consolidated Annualised TCN Group NOCF for the Six Month Period ended
         [ ], was [ ].

3        *Senior Tranche B Loan as at [ ] was [ ].

4        *Senior Facility Debt Interest Charges for the Six Month Period ended [
         ] was [ ].

5        *Total TCN Group Cash Paying Debt Interest Charges for the Six Month
         Period ended [ ] was [ ].

6        *Consolidated Telewest Group NOCF for the Six Month Period ended [ ]
         was [ ].

7        *Total Telewest Group Cash Paying Debt Interest Charges for the Six
         Month Period ended [ ] was [ ].

8        **On the basis of projections provided by Telewest management,
         Pro-forma Total Telewest Group Debt Service for the twelve months
         commencing [ ] is [ ].
<PAGE>
9        ****On the basis of projections provided by Telewest management,
         Proforma Total TCN Group Debt Service for the twelve months commencing
         [ ].

10       ***Total TCN Secured Debt for the Six Month Period ended [ ] was [ ].
         ===

Based on the above, we confirm that on [        ]:

(1)      *Senior Tranche B Loan divided by Consolidated Annualised TCN Group
         NOCF was [ x].

(2)      *Consolidated TCN Group NOCF divided by Senior Facility Debt Interest
         Charges was [ x].

(3)      *Consolidated TCN Group NOCF divided by Total TCN Group Cash Paying
         Debt Interest Charges was [ x].

(4)      *Consolidated Telewest Group NOCF divided by Total Telewest Group Cash
         Paying Debt Interest Charges was [ x].

(5)      **Consolidated Annualised Telewest Group NOCF divided by Proforma Total
         Telewest Group Debt Service was [ x].

(6)      ****Consolidated Annualised TCN Group NOCF divided by Proforma Total
         TCN Group Debt Service was [ x].

(7)      ***Total TCN Secured Debt divided by Consolidated Annualised TCN Group
         NOCF 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


*            To be reported with effect from 31 March 1998
**           To be reported with effect from 31 March 1999
***          To be reported with effect from 30 September 1999
****         To be reported with effect from 30 June 2000

<PAGE>
                                     PART B
               FORM OF COMPLIANCE CERTIFICATE TO BE ISSUED BY THE
                            AUDITORS OF THE TCN GROUP



Dear Sirs

                    TELEWEST COMMUNICATIONS NETWORKS LIMITED
          (POUND)100,000,000 LOAN FACILITY, LOAN AGREEMENT DATED O 1998
      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:

1        Consolidated TCN Group NOCF for the Six Month Period ended [ ] was [ ].

2        *Consolidated Annualised TCN Group NOCF for the Six Month Period ended
         [ ], was [ ].

3        *Senior Tranche B Loan as at [ ] was [ ].

4        *Senior Facility Debt Interest Charges for the Six Month Period ended [
         ] was [ ].

5        *Total TCN Group Cash Paying Debt Interest Charges for the Six Month
         Period ended 31 December [ ] was [ ].

6        *Consolidated Telewest Group NOCF for the Six Month Period ended [ ]
         was [ ].

7        *Total Telewest Group Cash Paying Debt Interest Charges for the Six
         Month Period ended [ ] was [ ].

8        **On the basis of projections provided by Telewest management,
         Pro-forma Total Telewest Group Debt Service for the twelve months
         commencing [ ] is [ ].

9        ****On the basis of projections provided by Telewest management,
         Proforma Total TCN Group Debt Service for the twelve months commencing
         [ ].
<PAGE>

10       ***Total TCN Secured Debt for the Six Month Period ended [ ] was [ ].
                  ===

Based on the above, we confirm that on [        ]:

(A)      *Senior Tranche B Loan divided by Consolidated Annualised TCN Group
         NOCF was [ x].

(B)      *Consolidated TCN Group NOCF divided by Senior Facility Debt Interest
         Charges was [ x].

(C)      *Consolidated TCN Group NOCF divided by Total TCN Group Cash Paying
         Debt Interest Charges was [ x].

(D)      *Consolidated Telewest Group NOCF divided by Total Telewest Group Cash
         Paying Debt Interest Charges was [ x].

(E)      **Consolidated Annualised Telewest Group NOCF divided by Proforma Total
         Telewest Group Debt Service was [ x].

(F)      ****Consolidated Annualised TCN Group NOCF divided by Proforma Total
         TCN Group Debt Service was [ x].

(G)      ***Total TCN Secured Debt divided by Consolidated Annualised TCN Group
         NOCF 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 with effect from 31 March 1998
**           To be reported with effect from 31 March 1999
***          To be reported with effect from 30 September 1999
****         To be reported with effect from 30 June 2000
<PAGE>
                                   SCHEDULE 7

                          FORM OF DEED OF SUBORDINATION



                                     DATED O





                           TELEWEST COMMUNICATIONS PLC



                                       and



                            THE TORONTO-DOMINION BANK
                               as Security Trustee




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

                              DEED OF SUBORDINATION

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



<PAGE>
THIS DEED OF SUBORDINATION is dated o, 1998 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)      THE TORONTO-DOMINION BANK of Triton Court, 14-18 Finsbury Square,
         London EC2A 1DB in its capacity as Security Trustee for the
         Beneficiaries (as defined below) (in this capacity, the "SECURITY
         TRUSTEE").

WHEREAS

(A)      By an agreement dated o, 1998 (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 to(pound)100,000,000.

(B)      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:

1        INTERPRETATION

1.1      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;

         "SECURITY PROVIDER" means any person who has or may at any time
         hereafter enter into a Collateral Instrument;

         "SENIOR DEED OF SUBORDINATION" means the deed of subordination in a
         substantially similar form to this deed entered into by the Creditor
         pursuant to the Senior Loan Agreement; and

         "SENIOR SECURED LIABILITIES" means all obligations, present, future or
         contingent, joint or several, of any TCN Entity or Telewest pursuant to
         the Senior Loan Agreement and/or any Senior Security Document.

1.2      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).

1.3      Headings

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

1.4      Construction of certain terms

         In this Deed, unless the context otherwise requires:
<PAGE>
(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;

(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 re-enacted from time to time.

1.5      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.

1.6      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
<PAGE>
         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.

2        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;

(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).

3        SUBORDINATION

3.1      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)      at any time after the Senior Deed of Subordination has been terminated:

         (i)      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);
<PAGE>
         (ii)     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

         (iii)    at any time after the Senior Deed of Subordination has been
                  terminated 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.

3.2      Payments contrary to this Deed

         At any time after the Senior Deed of Subordination has been terminated
and 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

(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.
<PAGE>
3.3      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.

4        CONTINUING OBLIGATIONS

4.1      Continuing obligations

         The obligations of the Creditor hereunder shall be continuing
         obligations and shall be and remain fully effective until this Deed is
         formally released 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.

4.2      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.

4.3      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

(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.

4.4      Liability unconditional

         The liability of the Creditor shall not be affected, discharged or
         reduced by reason of:
<PAGE>
(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.

4.5      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.

4.6      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>
4.7      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.

4.8      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.

5        REPRESENTATIONS AND WARRANTIES

5.1      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;
<PAGE>
         (g)      Choice of law

                  the choice by the Creditor of English law to govern this Deed
                  is valid and binding;

         (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.

5.2      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.

6        COVENANTS

6.1      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 (excluding, for the avoidance of doubt, any
                  security given by Telewest pursuant to the Senior Loan
                  Agreement) 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;
<PAGE>
                  (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 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 (pound)1,250,000;

                  (v)      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;

                  (vi)     any hedging entered into (1) in compliance with
                           paragraph (g) below, (2) in connection with any
                           Borrowed Money falling within paragraph (v) 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; and

                  (vii)    any Borrowed Money not within sub-paragraphs (i) to
                           (vi) (inclusive) above and not exceeding in aggregate
                           (pound)5,000,000;

         (b)      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).

         (c)      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.
<PAGE>
         (d)      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.

         (e)      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.

         (f)      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.

         (g)      Borrower to be wholly-owned

                  to ensure that the Borrower remains its wholly-owned and
                  controlled Subsidiary.

7        BENEFIT OF THIS DEED

7.1      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.

7.2      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
<PAGE>
         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.

7.3      No assignment by the Creditor

         The Creditor may not assign or transfer any of its rights or
         obligations under this Deed.

7.4      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.

8        NOTICES AND OTHER MATTERS

8.1      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.

8.2      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.

8.3      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.
<PAGE>
8.4      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.

9        LAW AND JURISDICTION

9.1      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:
                  CHARLES BURDICK
                  .............................
                  Director

                  HOWARD BAKER
                  ..............................
                  Director/Secretary


Signed for and on behalf of                          )
THE TORONTO-DOMINION BANK                            )
by:                                                  )



<PAGE>
                                   SCHEDULE 8
                                  ENCUMBRANCES
<TABLE>
<CAPTION>
         COMPANY/PARTNERSHIP                 ENCUMBRANCE
<S>                                         <C>
         (A)       Telewest Communications   (i)      Mortgage of  deposited  moneys  dated 21st  January,
         (South East) Limited (formerly               1994 with Electricity Supply Nominees Limited.
         known as United Artists
         Communications (South East)
         Limited)
                                             (ii)     Deed of  Variation  and  Further  Charge  dated 26th
                                                      June, 1995 with Electricity Supply Nominees Limited.

         (B)       Telewest Communications   Legal  charges  dated 9 October,  1991 in favour of  Barclays
         (South West) Limited (formerly      Bank Plc over Units 550 and 700 Aztec West, Almondsbury.
         known as United Artists
         Communications (Avon) Limited)

         (C)       Telewest Communications   Mortgage   dated  23  March,   1992  in  favour  of  National
         (London South) Limited (formerly    Westminster  Bank Plc over  Shannon  Commercial  Centre,  New
         known as United Artists             Malden.
         Communications (London South)
         Limited)

         (D)       Avon Cable Partnership    Mortgage  dated 4 October,  1993 in favour of  Barclays  Bank
                                             Plc over Unit 7 Hawkfield Business Park, Whitchurch.


         (E)       Telewest Communications   Mortgage  of Shares in Cable  London PLC dated 29  September,
         Holdings Limited (formerly known    1995 with Canadian Imperial Bank of Commerce.
         as Telewest Holdings Limited)

         (F)       Telewest Communications   Standard  Security  granted or to be granted over premises at
         (Motherwell) Limited (formerly      Bothwell  Park  Industrial  Estate,  Uddingston  in favour of
         known as Scotcable (Motherwell)     British Linen Bank Limited.
         Limited)


</TABLE>

<PAGE>
                                   SCHEDULE 9

                                     PART A
                                THE AVON LICENCES

<TABLE>
<CAPTION>
Telecommunications Act 1984 Licence:

====================================== ==================================== ===================================
Licence Holder                         Licence Area                         Date of Grant
====================================== ==================================== ===================================
<S>                                   <C>                                   <C>
Telewest Communications (South West)   Avon                                 05.12.89
Limited
====================================== ==================================== ===================================


Broadcasting Act 1990 - Local Delivery Licence:

====================================== ==================================== ===================================
Licence Holder                         Licence No.       Licence Area       Date of Grant
====================================== ==================================== ===================================
Telewest Communications (South West)   LDS005            Avon               16.10.91
Limited
====================================== ================= ================== ===================================
Telewest Communications (Taunton and   LDS037            Taunton       and  2.9.97
Bridgewater) Limited                                     Bridgewater
====================================== ================= ================== ===================================

</TABLE>

                                     PART B
                             THE COTSWOLDS LICENCES

<TABLE>
<CAPTION>
Telecommunications Act 1984 Licence:

    ======================================= ================================== ===============================
    LICENCE HOLDER                                    LICENCE AREA                     DATE OF GRANT
    ======================================= ================================== ===============================
<S>                                        <C>                                 <C>
    Telewest Communications (Cotswolds)     Cheltenham and Gloucester                     26.08.88
    Limited
    ======================================= ================================== ===============================
</TABLE>

<TABLE>
<CAPTION>
Broadcasting Act 1990 - Local Delivery Licence:

============================= =========================== ========================== ===========================
LICENCE HOLDER                       LICENCE NO.                LICENCE AREA               DATE OF GRANT
============================= =========================== ========================== ===========================
<S>                           <C>                         <C>                       <C>
Telewest Communications       LDS009                      Cheltenham and Gloucester           16.10.91
(Cotswolds) Limited
============================= =========================== ========================== ===========================
</TABLE>

<PAGE>
                                     PART C
                            THE LONDON SOUTH LICENCES
<TABLE>
<CAPTION>
Telecommunications Act 1984 Licence:

====================================== ==================================== ===================================
Licence Holder                         Licence Area                         Date Of Grant
====================================== ==================================== ===================================
<S>                                    <C>                                  <C>
Telewest Communications (London        Croydon                              14.01.94
South) Limited                         Kingston and Richmond                08.05.90
                                       Merton and Sutton                    23.01.90
====================================== ==================================== ===================================


Cable and Broadcasting Act 1984 - Prescribed Diffusion Service Licences:

====================================== ==================== ====================== ============================
Licence Holder                         Licence No.          Licence Area           Date of Grant
====================================== ==================== ====================== ============================
Telewest Communications (London        PDSL021              Merton and Sutton      15.03.90
South) Limited
                                       PDSL109              Kingston and Richmond  03.12.90
====================================== ==================== ====================== ============================


Broadcasting Act 1990 - Local Delivery Licence:

====================================== ==================== ====================== ============================
Licence Holder                         Licence No.          Licence Area           Date of Grant
====================================== ==================== ====================== ============================
Telewest Communications (London        LDS002               Croydon                16.10.91
South) Limited
====================================== ==================== ====================== ============================

</TABLE>

<PAGE>
                                     PART D
                             THE NORTH EAST LICENCES

<TABLE>
<CAPTION>
Telecommunications Act 1984 Licence:

    ======================================= ================================== ===============================
                LICENCE HOLDER                        LICENCE AREA                     DATE OF GRANT
    ======================================= ================================== ===============================
<S>                                         <C>                                <C>
    Telewest Communications (North East)    Tyneside                                      26.04.91
    Partnership
    ======================================= ================================== ===============================
</TABLE>

<TABLE>
<CAPTION>
Cable and Broadcasting Act 1984 - Prescribed Diffusion Service Licence:

============================= =========================== ========================== ===========================
       LICENCE HOLDER                LICENCE NO.                LICENCE AREA               DATE OF GRANT
============================= =========================== ========================== ===========================
<S>                          <C>                          <C>                       <C>
Telewest Communications       PDSL 030                    Tyneside                            03.09.90
(North East) Limited
============================= =========================== ========================== ===========================
</TABLE>


                                     PART E
                              THE SCOTLAND LICENCES

<TABLE>
<CAPTION>
Telecommunications Act 1984 Licence:

====================================== ==================================== ===================================
Licence Holder                         Licence Area                         Date of Grant
====================================== ==================================== ===================================
<S>                                   <C>                                  <C>
Telewest Communications (Scotland)     Edinburgh                            20.12.90
Limited
====================================== ==================================== ===================================


Telecommunications Act 1984 Licences (cont.):

====================================== ==================================== ===================================
Licence Holder                         Licence Area                         Date of Grant
====================================== ==================================== ===================================
Telewest Communications                Cumbernauld and Monklands            18.01.90
(Cumbernauld) Limited
====================================== ==================================== ===================================
Telewest Communications (Dumbarton)    Dumbarton                            18.01.90
Limited
====================================== ==================================== ===================================
Telewest   Communications  (Dundee  &  Dundee                               17.01.91
Perth) Limited                         Perth                                17.01.91

<PAGE>
====================================== ==================================== ===================================
Telewest   Communications   (Falkirk)  Falkirk and Livingstone              11.11.90
Limited
====================================== ==================================== ===================================
Telewest Communications (Glenrothes)   Glenrothes and Kirkcaldy             18.04.91
Limited
====================================== ==================================== ===================================
Telewest Communications (Motherwell)   Motherwell,   Hamilton   and   East  18.01.90
Limited                                Kilbride
====================================== ==================================== ===================================

<CAPTION>
Cable and Broadcasting Act 1984 - Prescribed Diffusion Service Licences:

============================= =========================== ========================== ===========================
Licence Holder                Licence No.                 Licence Area               Date of Grant
============================= =========================== ========================== ===========================
<S>                           <C>                        <C>                         <C>
Telewest Communications       PDSL 115                    Cumbernauld and Monkland   03.12.90
(Cumbernauld) Limited
============================= =========================== ========================== ===========================
Telewest Communications       PDSL 117                    Dumbarton                  03.12.90
(Dumbarton) Limited
============================= =========================== ========================== ===========================
Telewest Communications       PDSL 069                    Dundee                     03.12.90
(Dundee & Perth) Limited      PDSL 113                    Perth                      03.12.90
============================= =========================== ========================== ===========================
Telewest Communications       PDSL 101                    Falkirk and Livingstone    03.12.90
(Falkirk) Limited
============================= =========================== ========================== ===========================
Telewest Communications       PDSL 064                    Glenrothes and Kirkcaldy   03.12.90
(Glenrothes) Limited
============================= =========================== ========================== ===========================
Telewest Communications       PDSL 116                    Motherwell,  Hamilton and  03.12.90
(Motherwell) Limited                                      East Kilbride
============================= =========================== ========================== ===========================
<PAGE>
<CAPTION>
Broadcasting Act 1990 - Local Delivery Licence:

====================================== ======================= ========================= ======================
Licence Holder                         Licence No.             Licence Area              Date of Grant
====================================== ======================= ========================= ======================
<S>                                    <C>                    <C>
Telewest Communications (Scotland)     LDS 008                 Edinburgh                 16.10.91
Limited
====================================== ======================= ========================= ======================
Telewest Communications (East          LDS 038                 East Lothian              29.7.97
Lothian and Fife) Limited
====================================== ======================= ========================= ======================

<PAGE>
                                     PART F
                             THE SOUTH EAST LICENCES

<CAPTION>
Telecommunications Act 1984 Licences:

    ======================================= ================================== ===============================
                LICENCE HOLDER                        LICENCE AREA                     DATE OF GRANT
    ======================================= ================================== ===============================
<S>                                        <C>                                 <C>
    Telewest Communications (South East)    Basildon, Brentwood and                       14.11.90
    Limited                                 Chelmsford
    ======================================= ================================== ===============================
    Telewest Communications (South Thames   Chatham, Gillingham, Gravesend,               30.11.90
    Estuary) Limited                        Maidstone, Northfleet, Rochester
                                            and Sittingbourne
    ======================================= ================================== ===============================

<CAPTION>
Broadcasting Act 1990 - Local Delivery Licences:

============================= =========================== ========================== ===========================
       LICENCE HOLDER                LICENCE NO.                LICENCE AREA               DATE OF GRANT
============================= =========================== ========================== ===========================
<S>                           <C>                        <C>                         <C>
Telewest Communications       LDS006                      Basildon, Brentwood and             16.10.91
(South East) Limited                                      Chelmsford
============================= =========================== ========================== ===========================
Telewest Communications       LDS007                      Chatham, Gillingham,                16.10.91
(South Thames Estuary)                                    Gravesend, Maidstone,
Limited                                                   Northfleet, Rochester
                                                          and Sittingbourne
============================= =========================== ========================== ===========================


<PAGE>
                                     PART G
                                THE SBCC LICENCES

<CAPTION>
Telecommunications Act 1984 Licences:

    ======================================= ================================== ===============================
                LICENCE HOLDER                        LICENCE AREA                     DATE OF GRANT
    ======================================= ================================== ===============================
<S>                                         <C>                                <C>
    Telewest Communications (Liverpool)     Merseyside                                    14.10.89
    Limited
    ======================================= ================================== ===============================
    Telewest Communications (Liverpool)     North Liverpool and Sefton                    30.11.90
    Limited
    ======================================= ================================== ===============================
    Telewest Communications (St Helens &    St Helens and Knowsley                        08.12.90
    Knowsley) Limited
    ======================================= ================================== ===============================
    Telewest Communications (Wigan)         Wigan                                         14.11.90
    Limited
    ======================================= ================================== ===============================
    Telewest Communications (Central        Central Lancashire                            14.10.89
    Lancashire) Limited
    ======================================= ================================== ===============================
    Telewest Communications (Telford)       Telford                                       12.04.91
    Limited
    ======================================= ================================== ===============================
    Telewest Communications (Midlands)      Black Country                                 25.01.91
    Limited
    ======================================= ================================== ===============================
    Telewest Communications (Southport)     Southport                                     19.12.96
    Limited
    ======================================= ================================== ===============================
    Telewest Communications Fylde and       Fylde and Wyre                                19.12.96
    Wyre Limited
    ======================================= ================================== ===============================
    Telewest Communications (Worcester)     Worcester                                     25.9.93
    Limited
    ======================================= ================================== ===============================

<PAGE>
<CAPTION>
Cable and Broadcasting Act 1984 - Prescribed Diffusion Service Licences:

============================= =========================== ========================== ===========================
       LICENCE HOLDER                LICENCE NO.                LICENCE AREA               DATE OF GRANT
============================= =========================== ========================== ===========================
<S>                           <C>                         <C>                        <C>
Telewest Communications       PDSL 007                    Merseyside                          14.09.84
(Liverpool) Limited
============================= =========================== ========================== ===========================
Telewest Communications       PDSL 077                    North    Liverpool    and           03.12.90
(Liverpool) Limited                                       Sefton
============================= =========================== ========================== ===========================
Telewest Communications (St   PDSL 076                    St Helens and Knowsley              03.12.90
Helens & Knowsley) Limited
============================= =========================== ========================== ===========================
Telewest Communications       PDSL 105                    Wigan                               03.12.90
(Wigan) Limited
============================= =========================== ========================== ===========================
Telewest Communications       PDSL 016                    Central Lancashire                  17.10.89
(Central Lancashire) Limited
============================= =========================== ========================== ===========================
Telewest Communications       PDSL 132                    Telford                             03.12.90
(Telford) Limited
============================= =========================== ========================== ===========================
Telewest Communications       PSDL 131                    Black Country                       03.12.90
(Midlands) Limited
============================= =========================== ========================== ===========================
Telewest Communications       PDSL 129                    Worcester                           31.12.90
(Worcester) Limited
============================= =========================== ========================== ===========================

<PAGE>
Broadcasting Act 1990 - Local Delivery Licence:

============================= =========================== ========================== ===========================
       LICENCE HOLDER                LICENCE NO.                LICENCE AREA               DATE OF GRANT
============================= =========================== ========================== ===========================
Cable Communications (Fylde   LDS 011                     Fylde and Wyre                      16.12.94
& Wyre) Limited
============================= =========================== ========================== ===========================
Telewest Communications       LDS 029                     Southport                           19.1.98
(Southport) Limited
============================= =========================== ========================== ===========================


<PAGE>
                                     PART H
                          THE NATIONAL NETWORK LICENCE


Telecommunications Act 1984 Licence

============================= =========================== ========================== ===========================
       LICENCE HOLDER                LICENCE NO.                LICENCE AREA               DATE OF GRANT
============================= =========================== ========================== ===========================
Telewest Communications plc                               Out of Area                         14.1.97
============================= =========================== ========================== ===========================

</TABLE>




<PAGE>
                                   SCHEDULE 10

                              PRINCIPAL AGREEMENTS

                                     PART A
                           BT INTERCONNECT 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;
<PAGE>
(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;

(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 the 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;
<PAGE>
(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 Telecommunications 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                              )       CHARLES BURDICK
NETWORKS LIMITED                                     )

THE ORIGINAL CHARGING SUBSIDIARIES

SIGNED for and on behalf of each of
TELEWEST COMMUNICATIONS GROUP LIMITED
TELEWEST COMMUNICATIONS CABLE LIMITED
TELEWEST COMMUNICATIONS HOLDINGS LIMITED
TELEWEST PARLIAMENTARY HOLDINGS LIMITED
THESEUS NO. 1 LIMITED
THESEUS NO. 2 LIMITED
THE CABLE EQUIPMENT STORE LIMITED 
TELEWEST COMMUNICATIONS (COTSWOLDS) LIMITED
TELEWEST COMMUNICATIONS (NOMINEES) LIMITED 
TELEWEST COMMUNICATIONS (NORTH EAST) LIMITED 
TELEWEST COMMUNICATIONS (SOUTH EAST) LIMITED
TELEWEST COMMUNICATIONS (SOUTH THAMES ESTUARY) LIMITED 
TELEWEST COMMUNICATIONS (TYNESIDE) LIMITED 
TELEWEST COMMUNICATIONS (MIDLANDS AND NORTH WEST) LIMITED
SOUTHWESTERN BELL INTERNATIONAL HOLDINGS LIMITED
TELEWEST COMMUNICATIONS (MIDLANDS) LIMITED
TELEWEST COMMUNICATIONS (TELFORD) LIMITED
TELEWEST COMMUNICATIONS (NORTH WEST) LIMITED
TELEWEST COMMUNICATIONS (WIGAN) LIMITED
TELEWEST COMMUNICATIONS (CENTRAL LANCASHIRE) LIMITED
TELEWEST COMMUNICATIONS (LIVERPOOL) LIMITED
TELEWEST COMMUNICATIONS (ST HELENS & KNOWSLEY) LIMITED
TELEWEST COMMUNICATIONS (EAST LOTHIAN & FIFE) LIMITED
TELEWEST COMMUNICATIONS (LONDON SOUTH) LIMITED
TELEWEST COMMUNICATIONS (SOUTH WEST) LIMITED
TELEWEST COMMUNICATIONS (DUNDEE & PERTH) LIMITED
TELEWEST COMMUNICATIONS (GLENROTHES) LIMITED
TELEWEST COMMUNICATIONS (MOTHERWELL) LIMITED
TELEWEST COMMUNICATIONS (CUMBERNAULD) LIMITED
TELEWEST COMMUNICATIONS (DUMBARTON) LIMITED
TELEWEST COMMUNICATIONS  (FALKIRK) LIMITED
TELEWEST COMMUNICATIONS (SCOTLAND) LIMITED
TELEWEST COMMUNICATIONS (SCOTLAND HOLDINGS) LIMITED
TELEWEST COMMUNICATIONS (INTERNET) LIMITED
TELEWEST COMMUNICATIONS (SOUTHPORT) LIMITED
CRYSTAL PALACE RADIO LIMITED
AVON CABLE INVESTMENTS LTD
TELEWEST COMMUNICATIONS (WORCESTER) LIMITED

BY:                                                         CHARLES BURDICK
<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:                              CHARLES BURDICK


and by their general partner
THESEUS NO. 2 LIMITED:                              CHARLES BURDICK

SIGNED for and on behalf of the partners of 
LONDON SOUTH CABLE PARTNERSHIP
by the following:

         Signed for and on behalf of its managing partner
         UNITED CABLE (LONDON SOUTH) LIMITED PARTNERSHIP
         by its general partner     
         THESEUS NO.1 LIMITED:                       CHARLES BURDICK
 
         and by its general partner
         THESEUS NO.2 LIMITED:                       CHARLES BURDICK

         Signed by
         CRYSTAL PALACE RADIO LIMITED:               CHARLES BURDICK


<PAGE>


SIGNED for and on behalf of the partners of
TELEWEST 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:                      CHARLES BURDICK

         and by its general partner
         THESEUS NO. 2 LIMITED:                      CHARLES BURDICK

         Signed by
         TELEWEST COMMUNICATIONS
         (SOUTH EAST) LIMITED:                       CHARLES BURDICK

         Signed by
         TELEWEST COMMUNICATIONS
         (SOUTH THAMES ESTUARY) LIMITED:             CHARLES BURDICK

SIGNED for and on behalf of the partners of
TELEWEST 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:                        CHARLES BURDICK

         and by its general partner
         THESEUS NO. 2 LIMITED:                        CHARLES BURDICK

         Signed by
         TELEWEST COMMUNICATIONS
         (NORTH EAST) LIMITED:                        CHARLES BURDICK

         Signed by
         TELEWEST COMMUNICATIONS
         (TYNESIDE) LIMITED:                          CHARLES BURDICK

SIGNED for and on behalf of the partners of
AVON CABLE JOINT VENTURE
by the following:                                     CHARLES BURDICK

<PAGE>
         Signed for and on behalf of
         AVON CABLE LIMITED PARTNERSHIP
         by its general partner
         THESEUS NO. 1 LIMITED:                      CHARLES BURDICK

         and by its general partner
         THESEUS NO. 2 LIMITED:                      CHARLES BURDICK

         Signed by
         TELEWEST COMMUNICATIONS
         (SOUTH WEST) LIMITED:                      CHARLES BURDICK

SIGNED for and on behalf of the partners of
TELEWEST (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:                     CHARLES BURDICK

         and by its general partner
         THESEUS NO. 2 LIMITED:                     CHARLES BURDICK

         Signed for and on behalf of
         TELEWEST COMMUNICATIONS
         (LONDON SOUTH) LIMITED:                    CHARLES BURDICK

SIGNED for and on behalf of the partners of
TELEWEST COMMUNICATIONS
(COTSWOLDS) VENTURE
by the following:

         Signed for and on behalf of
         COTSWOLDS  CABLE LIMITED  PARTNERSHIP
         by its general partner
         THESEUS NO. 1 LIMITED:             CHARLES BURDICK

         and by its general partner
         THESEUS NO. 2 LIMITED:             CHARLES BURDICK

         Signed by
         TELEWEST COMMUNICATIONS            CHARLES BURDICK
         (COTSWOLDS) LIMITED:
<PAGE>
SIGNED for and on behalf of
TELEWEST COMMUNICATIONS    
(SCOTLAND) VENTURE
by the following:

         Signed for and on behalf of
         EDINBURGH CABLE LIMITED PARTNERSHIP
         by its general partner
         THESEUS NO. 1 LIMITED:              CHARLES BURDICK

         and by its general partner
         THESEUS NO. 2 LIMITED:              CHARLES BURDICK

         Signed for and on behalf of
         TELEWEST COMMUNICATIONS
         (SCOTLAND) LIMITED:                 CHARLES BURDICK


THE ARRANGERS

SIGNED for and on behalf of
THE BANK OF NEW YORK
by:                                                  PHILIP WALKER


SIGNED for and on behalf of
CIBC WOOD GUNDY PLC
by:                                                  LOUISE MOAT



SIGNED for and on behalf of
CHASE MANHATTAN PLC
by:                                                  PATRICK LEAHY



SIGNED for and on behalf of
GREENWICH NATWEST
by:                                                  RORY MCCARTHY



SIGNED for and on behalf of
THE TORONTO-DOMINION BANK
by:                                                  HOWARD BAKER

<PAGE>
THE BANKS AND FINANCIAL INSTITUTIONS


SIGNED for and on behalf of
THE BANK OF NEW YORK COMPANY, INC.
by:                                                  KALPANA RAINA


SIGNED for and on behalf of
CIBC WOOD GUNDY PLC
by:                                                  LOUISE MOAT



SIGNED for and on behalf of
THE CHASE MANHATTAN BANK
by:                                                  PATRICK LEAHY


SIGNED for and on behalf of
NATIONAL WESTMINSTER
BANK PLC
by:                                                  RORY MCCARTHY



SIGNED for and on behalf of
THE TORONTO-DOMINION BANK
by:                                                  HOWARD BAKER



SIGNED for and on behalf of
BANKERS TRUST COMPANY
by its attorney:                                     HOWARD BAKER


SIGNED for and on behalf of
BANQUE PARIBAS
by:                                                  DAVID COTTAM


SIGNED for and on behalf of
BARCLAYS BANK PLC
by its attorney:                                     HOWARD BAKER

SIGNED for and on behalf of
THE BRITISH LINEN BANK LIMITED
by its attorney:                                     HOWARD BAKER

<PAGE>
SIGNED for and on behalf of BANKBOSTON, N.A.
by:                                                  RACHEL MOORE

SIGNED for and on behalf of
DEUTSCHE BANK AG, LONDON BRANCH
by:                                                  MARTIN FLAHERTY
                                                     ERWAN FOURNIS

SIGNED for and on behalf of MEESPIERSON N.V.
by:                                                  EUAN LYNES


SIGNED for and on behalf of
NATIONSBANK N.A. (LONDON BRANCH)
by:                                                  DAVID RIORDAN



SIGNED for and on behalf of
N M ROTHSCHILD & SONS LIMITED
by:                                                  TOM SMYTH
                                                     STEPHEN LOUIS



THE AGENT

SIGNED for and on behalf of
THE TORONTO-DOMINION BANK
by:                                                  HOWARD BAKER



THE SECURITY TRUSTEE

SIGNED for and on behalf of
THE TORONTO-DOMINION BANK
by:                                                  HOWARD BAKER