<PAGE>
                                                                  Exhibit 10.16

To:      NTL (Delaware), Inc.
         110 East 59th Street
         New York
         NY 10022
         U.S.A.

         NTL Cablecom Holding GmbH
         c/o ATAG Ernst & Young AG
         Bundesstrasse 3
         6304 Zug
         Switzerland

         Cablecom GmbH
         Neumuehlestrasse 42
         8406 Winterthur
         Switzerland

         The Borrowers and the Guarantors (each as defined in the Credit
         Agreement (as defined below))


                                                            Date: 28 March 2002



CREDIT AGREEMENT DATED 28 MARCH 2000 ORIGINALLY MADE BETWEEN NTL INCORPORATED
(NOW KNOWN AS NTL (DELAWARE), INC.) AS PARENT, NTL CABLECOM HOLDING GMBH AS
SHAREHOLDER, CABLECOM (OSTSCHWEIZ) AG (NOW KNOWN AS CABLECOM GMBH) AS PRINCIPAL
BORROWER, THE PARTIES NAMED THEREIN AS ORIGINAL BORROWERS, THE PARTIES NAMED
THEREIN AS ORIGINAL GUARANTORS AND OTHERS, AS AMENDED PURSUANT TO AN AMENDMENT
AGREEMENT DATED 16 MAY 2000 AND AS FURTHER AMENDED, NOVATED, VARIED OR
SUPPLEMENTED FROM TIME TO TIME (THE "CREDIT AGREEMENT")

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         Terms defined in the Credit Agreement shall, unless otherwise defined
         herein, bear the same meaning in this letter and in this letter:

         "CO-ORDINATORS" means the joint co-ordinators as defined in a
         Confirmation of Terms of Appointment letter agreement dated 7 March
         2002;

         "NTL GROUP NOTES" means the Parent Notes and any other bonds, notes or
         similar public debt instruments issued in the domestic or international
         capital markets by any other member of the NTL Inc. Group;
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         "PARENT NOTES" means any bonds, notes or similar public debt
         instruments issued by the Parent in the domestic or international
         capital markets and outstanding at the date of this letter and the
         5.75% convertible subordinated notes due 2011 issued by the Parent;

         "RELEVANT EVENTS OF DEFAULT" means the Events of Default at:

         (a)      Clause 23.7.1 (Insolvency and Rescheduling) to the extent that
                  such Event of Default occurs solely as a result of the
                  non-payment of interest due under the Parent Notes;

         (b)      Clause 23.7.3 (Insolvency and Rescheduling) to the extent that
                  such Event of Default occurs solely as a result of the Parent
                  Negotiations;

         (c)      Clause 23.8 (Winding-up) to the extent that such Event of
                  Default relates solely to the Parent taking any corporate
                  action or other steps for its "re-organisation" (as such term
                  is construed in the context of Clause 23.8 (Winding-up))
                  solely in connection with the Proposed Steps;

         "RELEVANT POTENTIAL EVENT OF DEFAULT" means any event which would
         become (with the passage of time, the giving of notice, the making of
         any determination under the Credit Agreement or any combination
         thereof) a Relevant Event of Default;

         "SENIOR BANK CREDIT AGREEMENT" means the credit agreement dated 30 May
         2000 originally made between NTL Communications Limited as parent, NTL
         Business Limited as original borrower, the parties named therein as
         guarantors, NTL Communications Corporation as NTL CC and others, as
         amended and restated pursuant to a restatement amendment agreement
         dated 26 September 2001 and as further amended, novated, varied or
         supplemented from time to time prior to the date hereof;

         "STEERING COMMITTEE" means the steering committee as set out in a
         Confirmation of Terms of Appointment letter agreement dated 7 March
         2002 and Societe Generale; and

         "WORKING CAPITAL CREDIT AGREEMENT" means the credit agreement dated 30
         May 2000 originally made between NTL Communications Corp. as parent,
         NTL (UK) Group, Inc. as intermediate parent, NTL Communications Limited
         as borrower and others, as amended, novated, varied, or supplemented
         from time to time prior to the date hereof.

1.2      INTERPRETATION

         Clause 1.2 (Interpretation) of the Credit Agreement shall apply to this
         letter as if set out in full. Headings in this letter shall not affect
         its interpretation.

2.       THE PROPOSED RECAPITALISATION

         The Parent has informed the Agent that (a) it wishes to pursue a
         proposed restructuring, readjustment, rescheduling and/or
         reorganisation of the Parent (the "PROPOSED Recapitalisation") (in
         particular in respect of its debts and other obligations) and (b) in
         connection with the Proposed Recapitalisation it intends to commence
         and progress negotiations (the "PARENT NEGOTIATIONS") with one or more
         of the holders (the "PARENT NOTEHOLDERS") of the Parent Notes and/or
         their representatives. The Parent has requested the Banks to:

                                      -2-

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2.1      consent to the Parent taking all steps and corporate and other action
         to take forward the Proposed Recapitalisation (including, without
         limitation, commencing and progressing the Parent Negotiations) (the
         "PROPOSED STEPS"); and

2.2      agree that any Relevant Event of Default or Relevant Potential Event of
         Default which will or may occur solely (directly or indirectly) as a
         result of the Proposed Steps will not constitute an Event of Default
         or, as the case may be, Potential Event of Default.

3.       CONSENT

         Following the receipt of Instructing Group consent, the Agent, on
         behalf of the Banks: (a) hereby consents to the Parent taking the
         Proposed Steps; and (b) hereby irrevocably and unconditionally and for
         all purposes of the Finance Documents agrees that any Relevant Event of
         Default or Relevant Potential Event of Default which will or may occur
         solely (directly or indirectly) as a result of the Proposed Steps will
         not constitute an Event of Default or, as the case may be, Potential
         Event of Default (the "CONSENT") PROVIDED THAT:

3.1      the Consent shall not be effective until the date upon which:

         3.1.1    the agent under the Senior Bank Credit Agreement has entered
                  into a consent letter (upon the instructions of an Instructing
                  Group (as defined in the Senior Bank Credit Agreement)) with
                  NTL Communications Limited (acting on behalf of the Guarantors
                  (as defined in the Senior Bank Credit Agreement)) on
                  substantially the same terms as this consent letter; and

         3.1.2    the agent under the Working Capital Credit Agreement has
                  entered into a consent letter (upon the instructions of an
                  Instructing Group (as defined in the Working Capital Credit
                  Agreement)) with NTL Communications Limited (acting on behalf
                  of the Obligors (as defined in the Working Capital Credit
                  Agreement)) on substantially the same terms as this letter;

3.2      the Proposed Steps shall not include:

         3.2.1    the solicitation of votes or consents, the filing or the
                  consummation of any exchange or similar offer to the Parent
                  Noteholders or the holders of any other NTL Group Notes
                  (together with the Parent Noteholders, the "NOTEHOLDERS")
                  which exchange or similar offer has been, or is required to
                  be, filed with an appropriate governmental agency or body
                  (such as the U.S. Securities and Exchange Commission) or is
                  exempted from any such filing but which is capable of
                  acceptance by such Noteholders (or any of them) (whether or
                  not subject to satisfaction of conditions);

         3.2.2    the execution or other entry into of any legally binding
                  agreement for, or any offer to Noteholders (or any of them)
                  which is capable of acceptance (whether or not subject to the
                  satisfaction of conditions) in respect of, the prepayment (in
                  whole or in part) of amounts outstanding under the NTL Group
                  Notes (or any of them) or the granting of any security,
                  guarantee or other credit support in

                                      -3-
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                  respect of amounts outstanding under the NTL Group Notes (or
                  any of them) PROVIDED THAT this paragraph 3.2.2 shall not
                  prohibit the granting of any security, guarantee or other
                  credit support by Diamond Cable Communications Limited,
                  Diamond Holdings Limited or NTL (Triangle) LLC or any of their
                  respective subsidiaries where such security is required to be
                  granted pursuant to the terms (as at the date hereof) of the
                  indentures constituting the NTL Group Notes issued by Diamond
                  Cable Communications Limited, Diamond Holdings Limited or, as
                  the case may be, NTL Triangle LLC;

         3.2.3    the entry by any member of the NTL Inc. Group into any legally
                  binding agreement with the Noteholders (or any of them) in
                  their capacity as such in relation to the Proposed
                  Recapitalisation or otherwise in relation to the NTL Group
                  Notes (or any of them) in connection with the Proposed
                  Recapitalisation, save for any legally binding agreements: (a)
                  entered into for the purpose of enabling the provision of
                  information by or to any member of the NTL Inc. Group in
                  connection with the Proposed Recapitalisation or to facilitate
                  or enable the progress of non legally binding discussions or
                  negotiations in connection with the Proposed Steps; (b)
                  entered into for the purpose of engaging legal and/or other
                  professional advisors in connection with the Proposed
                  Recapitalisation; (c) under which the Noteholders
                  unconditionally agree for the benefit of the issuer of the
                  relevant NTL Group Notes to waive all or any, and/or agree not
                  to exercise all or any, of their rights in respect of the NTL
                  Group Notes; or (d) under which the Noteholders
                  unconditionally agree for the benefit of the issuer of the
                  relevant NTL Group Notes to a standstill arrangement (or any
                  other arrangement having similar effect) in respect of all or
                  any of their rights in respect of the NTL Group Notes; or

         3.2.4    the Parent taking any corporate action, or any other steps
                  being taken or any legal proceedings being started and served
                  for the Parent's winding-up, dissolution or administration or
                  any similar or analogous process (including, without
                  limitation, any filing or commencement of proceedings under or
                  in connection with the United States Bankruptcy Code, 11
                  U.S.C. Sections 101 et seq).

3.3      The Consent shall terminate at 5.30pm (New York time) on 14 May 2002.
         As at such time or any time after the Consent has terminated the Agent
         may by written notice to the Parent and the Principal Borrower take any
         action pursuant to Clause 23.19 (Acceleration and Cancellation) of the
         Credit Agreement in respect of any Event of Default the subject of the
         Consent to the extent that, at the relevant time, such Event of Default
         is continuing. For the avoidance of doubt if at such time the Parent
         Negotiations are not continuing and no other Proposed Steps are being
         taken at, or are taken after, such time, no Relevant Event of Default
         the subject of the Consent shall be continuing.

4.       ACTION BY THE AGENT

4.1      Notwithstanding the Consent, the Agent may take any action in respect
         of a Relevant Event of Default deemed appropriate pursuant to Clause
         23.19 (Acceleration and Cancellation) of the Credit Agreement and/or
         under any Finance Document upon (or at anytime after and whilst such
         failure is continuing) any of the Parent, the Shareholder,

                                      -4-

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         any Borrower or any Guarantor failing to duly perform or comply with
         any obligation expressed to be assumed by it hereunder unless such
         failure relates to the obligation at paragraph 5.3 below and such
         failure is remedied within two Business Days or such failure relates to
         the obligations at paragraphs 5.4, 5.5 or 5.9 below and such failure is
         remedied within 7 Business Days.

5.       PARENT UNDERTAKINGS

         The Parent undertakes by its counter-signature of this letter to:

5.1      procure that no issuer of NTL Group Notes (or any party on such
         issuer's behalf) at any time purchases or buys-back any of the NTL
         Group Notes issued by it or by any other member of the NTL Inc. Group;

5.2      procure that no member of the NTL Inc. Group which is a Guarantor as at
         the date of this letter resigns as a Guarantor;

5.3      provide to the Agent (in sufficient copies for all Banks, if the Agent
         so requests) a 13 week rolling cash flow forecast for the Restricted
         Group (the "FORECAST") which shall be updated by the Parent and
         provided to the Agent on a fortnightly basis (the first Forecast to be
         delivered pursuant to this paragraph 5.3 shall be delivered by the
         Parent to the Agent on 2 April 2002). Each Forecast shall be in
         substantially the same form as the pro forma Forecast agreed by and
         delivered to the Agent prior to the date hereof and shall include
         details of cash balances for members of the Restricted Group in
         substantially the same form as that information appears in, and in
         respect of the same members of the Restricted Group as, the
         aforementioned pro forma Forecast;

5.4     supply or otherwise make available to the Co-Ordinators an index of any
        information relating to the Parent or the Restricted Group or any member
        of the Restricted Group which is provided to the Noteholders (or any of
        them) by any member of the Restricted Group where such information is
        materially different from any information which has been provided to the
        Co-Ordinators and/or the Steering Committee and/or the Agent and/or the
        Banks. If requested by the Co-Ordinators, the Parent shall make such
        aforementioned information available to the Co-Ordinators on the same
        basis as such information is made available to the Noteholders PROVIDED
        THAT the Co-Ordinators have first signed a confidentiality undertaking
        in favour of the Parent in a form acceptable to the Parent (acting
        reasonably);

5.5      provide to the Co-Ordinators copies of:

         5.5.1    any material term sheets sent by any member of the NTL Inc.
                  Group to the Noteholders (or any of them) and/or any of their
                  advisors and which relate to the Proposed Recapitalisation;
                  and

         5.5.2    any material comments sent by any member of the NTL Inc. Group
                  to the Noteholders (or any of them) and/or any of their
                  advisors on any material term sheets which relate to the
                  Proposed Recapitalisation;

5.6      ensure that any material term sheets sent by any member of the NTL Inc.
         Group to the Noteholders (or any of them) and/or any of their advisors
         and which relate to the

                                      -5-
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         Proposed Recapitalisation are expressly marked so as to indicate that
         any conclusive agreement (whether or not subject to satisfaction of
         conditions) by any member of the NTL Inc. Group in relation to the
         Proposed Recapitalisation is subject to such member of the NTL Inc.
         Group obtaining the prior written consent of the Banks;

5.7      procure that the Co-ordinators are kept informed at each meeting
         between the Parent, (and, in the case of paragraph 5.7.2 only, the
         Parent, the Shareholder and/or the Principal Borrower) and the
         Co-Ordinators of all material developments in relation to and, at the
         request of the Co-Ordinators, make available to the Co-Ordinators all
         requested documentation relating to:

         5.7.1    any possible strategic investment in the NTL Inc. Group (or
                  any member of the NTL Inc. Group) by any person; or

         5.7.2    any proposed disposal of, by one or more transactions or
                  series of transactions (whether related or not), the whole or
                  any part of the revenues or assets of any member of the
                  Restricted Group where such disposal is material in the
                  context of the Restricted Group taken as a whole; or

         5.7.3    any proposed disposal of, by one or more transactions or
                  series of transactions (whether related or not), the whole or
                  any part of the revenues or assets of any member of the NTL
                  Inc. Group not being a member of the Restricted Group where
                  such disposal is material in the context of the NTL Inc. Group
                  (excluding for the purposes of this paragraph 5.7.3 the
                  Restricted Group) taken as a whole,

         PROVIDED THAT the Parent, the Shareholder and the Principal Borrower
         shall only make any such information and requested documentation
         available to the Co-Ordinators if the Co-Ordinators have first signed a
         confidentiality undertaking in favour of the Parent, the Shareholder
         or, as the case may be, the Principal Borrower in a form acceptable to
         the Parent, the Shareholder or, as the case may be, the Principal
         Borrower (in each case acting reasonably) and PROVIDED FURTHER THAT the
         Parent, the Shareholder and the Principal Borrower shall not be obliged
         to make such information and requested documentation available to the
         Co-Ordinators if the Parent, the Shareholder or, as the case may be,
         the Principal Borrower demonstrates to the satisfaction of the
         Co-Ordinators (by the delivery of a letter from the Group's external
         legal advisors confirming the same, or by other satisfactory means)
         that it is prohibited from making the information or, as the case may
         be, requested documentation available under the terms of a
         confidentiality undertaking it has entered into with a third party;

5.8      use its reasonable endeavours, and procure that the members of the NTL
         Inc. Group use their reasonable endeavours, to consider with the Agent
         (on behalf of the Banks) possible methods of providing the Banks with
         additional credit enhancement in relation to the Facilities and/or the
         Obligors (it being acknowledged by the Agent (on behalf of the Banks))
         that the ability of certain members of the NTL Inc. Group to grant
         security is restricted by certain existing contractual arrangements
         binding on them;

5.9      on or before 12 April 2002, provide to the Agent (in sufficient copies
         for all the Banks (if the Agent so requests) and in form reasonably
         satisfactory to the Agent):

                                      -6-

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         5.9.1    a timeline setting out the steps proposed to be taken (and the
                  date by which such steps are proposed to be taken) in
                  connection with the Proposed Steps and/or the Parent
                  Negotiations;

         5.9.2    an up-to-date Group Structure Chart verified by Swiss counsel
                  to the Parent and which the Banks are authorised (by the
                  Parent's Swiss counsel) to rely upon; and

         5.9.3    a contingency business plan for the Shareholder and the
                  Restricted Group on the basis that:

                  (a)      no new funding (including no further drawings under
                           the Credit Agreement) will be available; and

                  (b)      any requested funding, as may be agreed by the Banks,
                           will not be sufficient to satisfy funding
                           requirements of the Shareholder and the Restricted
                           Group during the calendar year 2002;

5.10     no later than 10 Business Days after the request of the Agent or, as
         the case may be, the Co-ordinators, settle any outstanding invoices
         issued by legal, accounting or other professional advisors appointed by
         the Agent or, as the case may be, the Co-ordinators (unless the
         relevant invoice is being queried by the Parent in good faith); and

5.11     procure that the restrictions set out in the schedule hereto in respect
         of Permitted Acquisitions and Permitted Encumbrances are complied with.

6.       MISCELLANEOUS

6.1      This letter is a Finance Document for the purposes of the Credit
         Agreement and all other Finance Documents.

6.2      The Consent shall be without prejudice to any other rights or remedies
         (save as specifically agreed otherwise in this letter) which the Agent,
         any Bank or any other person may now or at any time in the future have
         or which may now or at any time in the future be available to them
         under the terms of the Finance Documents or as a matter of law and
         nothing contained herein shall (save as specifically consented to or
         agreed in this letter) constitute or be deemed to constitute a waiver,
         release or discharge of any or all of the rights and remedies which the
         Agent, any Bank or any other person may have under the Finance
         Documents or as a matter of law PROVIDED THAT this consent shall
         replace, for all purposes, the consent dated 8 March 2002 granted in
         relation to the Credit Agreement save that the acknowledgements at
         paragraph 4.1 of that consent shall remain.

6.3      The Co-Ordinators agree that they shall forward copies of any
         documentation or information received pursuant to paragraphs 5.4, 5.5
         or 5.7 only to members of the Steering Committee who have entered into
         a confidentiality undertaking with the Parent in a form acceptable to
         the Parent (acting reasonably).

                                      -7-

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6.4      We confirm that you may provide a copy of this letter to the agent and
         the banks party to the Senior Bank Credit Agreement and to the agent
         and the banks party to the Working Capital Credit Agreement.

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

6.6      This letter shall be governed by, and construed in accordance with,
         English law.

Please indicate your acceptance of the terms hereof by signing the enclosed copy
of this letter and returning it to Stephen Gillies at J.P. Morgan Europe Limited
at or before 5.00 pm (London time) on 10 April 2002, the time at which the
agreement of the Agent and the Banks set forth above (if not so accepted prior
thereto) will expire.

For and on behalf of
J.P. MORGAN EUROPE LIMITED
as Agent on behalf of the Banks

By: /s/ Caroline Walsh
    /s/ Maxine Graves

Title:

ACCEPTED AND AGREED


THE PARENT

NTL (DELAWARE), INC.
By: /s/ John Gregg

Title:

Dated:



THE SHAREHOLDER

NTL CABLECOM HOLDING GmbH
By: /s/ Gaudenz F. Domenig

Title:

Dated:



THE BORROWERS

CABLECOM GmbH
By: /s/ Rudolf Fischer
    /s/ Gaudenz F. Domenig
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Title:

Dated:



CABLECOM MANAGEMENT GmbH
By: /s/ Rudolf Fischer
    /s/ Gaudenz F. Domenig

Title:

Dated:



BALCAB AG
By: /s/ Rudolf Fischer
    /s/ Roy Simmonds

Title:

Dated:



THE GUARANTORS

NTL CABLECOM HOLDING GmbH
By: /s/ Gaudenz F. Domenig
    /s/ Andreas Moll

Title:

Dated:



CABLECOM GmbH
By: /s/ Rudolf Fischer
    /s/ Gaudenz F. Domenig

Title:

Dated:



CODITEL Sarl
By: /s/ Rudolf Fischer
    /s/ Gaudenz F. Domenig

Title:

Dated:
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BALCAB AG
By: /s/ Ray Simmonds
    /s/ Rudolf Fischer

Title:

Dated:



SWISS ONLINE AG
By: /s/ Gaudenz F. Domenig
    /s/ Rudolf Fischer

Title:

Dated:



CABLECOM ENGINEERING AG
By: /s/ Gaudenz F. Domenig
    /s/ Rudolf Fischer

Title:

Dated:



NORDEX GmbH
By: /s/ Rudolf Fischer
    /s/ Gaudenz F. Domenig

Title:

Dated:



RERA GmbH IMMOBILIENGESELLSCHAFT
By: /s/ Rudolf Fischer
    /s/ Gaudenz F. Domenig

Title:

Dated:



CABLECOM BUSINESS AG
By: /s/ Rudolf Fischer
    /s/ Gaudenz F. Domenig

Title:

Dated:
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REDIFFUSION AG
By: /s/ Rudolf Fischer
    /s/ Guadenz F. Domenig

Title:

Dated:



CABLECOM MANAGEMENT GmbH
By: /s/ Rudolf Fischer
    /s/ Guadenz F. Domenig

Title:


Dated:


URBANET SA
By: /s/ Rudolf Fischer
    /s/ Jean-Charles Cardineaux
Title:

Dated:
<PAGE>
                                    SCHEDULE

               RESTRICTIONS IN RESPECT OF PERMITTED ACQUISITIONS,
                   PERMITTED DISPOSALS, PERMITTED ENCUMBRANCES
                           AND PERMITTED INDEBTEDNESS



1.       No member of the Restricted Group shall make any acquisition falling
         within paragraph (a), (b) or (e) of the definition of "PERMITTED
         ACQUISITION" which it is not obliged to make at the date of first
         posting of this Consent on the relevant Intralinks site (it being
         acknowledged that paragraph (d) of such definition is historic).

2.       No member of the Restricted Group shall create or permit to subsist any
         Encumbrance falling within paragraph (b) or paragraph (c) of the
         definition of "PERMITTED ENCUMBRANCE".