<PAGE>
                                                                Exhibit 10.6(a)


[CLIFFORD CHANCE LOGO]                            LIMITED LIABILITY PARTNERSHIP



                                   SCHEDULE 4
                            RESTATED CREDIT AGREEMENT

                           NTL COMMUNICATIONS LIMITED
                                    AS PARENT

                         NTL INVESTMENT HOLDINGS LIMITED
                            AS POST-NOVATION BORROWER

                            NTL COMMUNICATIONS CORP.
                                    AS NTL CC

                                 J.P. MORGAN plc
                                       AND
                     MORGAN STANLEY DEAN WITTER BANK LIMITED
                      AS ARRANGERS AND JOINT BOOK MANAGERS

                      CHASE MANHATTAN INTERNATIONAL LIMITED
             AS AGENT, SECURITY TRUSTEE AND SECOND SECURITY TRUSTEE

                                       AND

                                     OTHERS


          -------------------------------------------------------------
                                CREDIT AGREEMENT
                              MADE ON 30 MAY 2000,
                    AS AMENDED OR WAIVED PURSUANT TO A LETTER
                  DATED 6 JUNE 2000, AMENDMENT AGREEMENTS DATED
               8 JUNE 2000, 30 JUNE 2000 AND 4 SEPTEMBER 2000, A
                   NOVATION AGREEMENT DATED 21 FEBRUARY 2001,
                 LETTERS OF CONSENT DATED 22 DECEMBER 2000 AND
              29 JANUARY 2001 AND AMENDED AND RESTATED PURSUANT TO
                 AN AMENDMENT AGREEMENT DATED 26 SEPTEMBER 2001
          -------------------------------------------------------------





                                       19
<PAGE>


                                    CONTENTS

<TABLE>
<CAPTION>

CLAUSE                                                                            PAGE
------                                                                            ----
<S>                                                                               <C>
1.    Definitions And Interpretation...............................................23
2.    The Facilities...............................................................76
3.    Utilisation Of The Revolving Facility........................................78
4.    Payment And Calculation Of Interest On Revolving Advances....................80
5.    Incremental Facility.........................................................81
6.    Utilisation Of The Term Facility.............................................85
7.    Interest Periods For Term Advances...........................................85
8.    Payment And Calculation Of Interest On Term Advances.........................86
9.    Market Disruption And Alternative Interest Rates.............................87
10.   Notification.................................................................88
11.   Repayment And Reduction Of The Revolving Facility............................88
12.   Repayment Of The Term Facility...............................................89
13.   Cancellation And Prepayment..................................................90
14.   Mandatory Prepayment.........................................................92
15.   Taxes........................................................................97
16.   Tax Receipts.................................................................99
17.   Increased Costs.............................................................100
18.   Illegality..................................................................101
19.   Mitigation..................................................................101
20.   Representations.............................................................102
21.   Financial Information.......................................................116
22.   Financial Condition.........................................................120
23.   Covenants...................................................................128
24.   Events Of Default...........................................................142
25.   Guarantee And Indemnity.....................................................148
26.   Commitment Commission And Fees..............................................151
27.   Costs And Expenses..........................................................153
28.   Default Interest And Break Costs............................................154
29.   Borrowers' Indemnities......................................................155
30.   Currency Of Account And Payment.............................................156
31.   Payments....................................................................156
32.   Set-Off.....................................................................158
</TABLE>



                                       20
<PAGE>


<TABLE>
<S>                                                                               <C>
33.   Sharing.....................................................................158
34.   The Agent, The Arrangers And The Banks......................................161
35.   Assignments And Transfers...................................................166
36.   Economic And Monetary Union.................................................169
37.   Additional Borrowers........................................................170
38.   Accession Of Guarantors And The Cwc Parent..................................170
39.   Calculations And Evidence Of Debt...........................................172
40.   Remedies And Waivers, Partial Invalidity....................................173
41.   Notices.....................................................................173
42.   Counterparts................................................................175
43.   Amendments..................................................................175
44.   Governing Law...............................................................179
45.   Jurisdiction................................................................179

Schedule 1 THE BANKS..............................................................180
      Part A (Revolving Banks)....................................................180
      Part B (Term Banks).........................................................182

Schedule 2 FORM OF TRANSFER CERTIFICATE...........................................183

Schedule 3 CONDITIONS PRECEDENT...................................................186
      Part A     Initial Conditions Precedent.....................................186
      Part B     Cwc Holdings Conditions Precedent................................189

Schedule 4 NOTICE OF DRAWDOWN.....................................................191

Schedule 5 EXISTING ENCUMBRANCES..................................................193

Schedule 6 FORM OF COMPLIANCE CERTIFICATE.........................................198

Schedule 7 FORM OF BORROWER ACCESSION MEMORANDUM..................................205

Schedule 8 FORM OF GUARANTOR ACCESSION MEMORANDUM.................................208

Schedule 9 CWC ACCESSION MEMORANDUM...............................................211

Schedule 10 ADDITIONAL CONDITIONS PRECEDENT.......................................213
      Part A Accession Conditions Precedent.......................................213
      Part B Security Documentation...............................................215

Schedule 11 FORM OF RESIGNATION NOTICE............................................217

Schedule 12 MANDATORY COSTS.......................................................218

Schedule 13 MEMBERS OF THE TARGET GROUP GRANTING SECURITY.........................221

Schedule 14 MEMBERS OF THE UK GROUP...............................................225
</TABLE>



                                       21
<PAGE>

<TABLE>
<S>                                                                               <C>
Schedule 15 UK GROUP PRINCIPAL PROPERTIES.........................................227

Schedule 16 FORM OF REPORT ON TITLE...............................................229

Schedule 17 THE ADDITIONAL FINANCE PROVIDERS......................................230

Schedule 18 FORM OF ADDITIONAL FINANCE PROVIDER ACCESSION UNDERTAKING.............231

Schedule 19 CERTAIN ADDRESSES.....................................................233

Schedule 20 THE GUARANTORS........................................................234
</TABLE>





                                       22
<PAGE>

THIS AGREEMENT made on 30 May 2000, as amended or waived pursuant to a letter
dated 6 June 2000, amendment agreements dated 8 June 2000, 30 June 2000 and 4
September 2000, a novation agreement dated 21 February 2001, letters of consent
dated 22 December 2000 and 29 January 2001 and amended and restated pursuant to
the Restatement Amendment Agreement dated 26 September 2001 is

BETWEEN:

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

(2)    NTL INVESTMENT HOLDINGS LIMITED, a company incorporated in England and
       Wales with company number 3173552 (the "POST-NOVATION BORROWER");

(3)    THE GUARANTORS (as defined below);

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

(5)    J.P. MORGAN PLC and MORGAN STANLEY DEAN WITTER BANK LIMITED as arrangers
       and joint book managers of the Revolving Facility (the "ARRANGERS");

(6)    CHASE MANHATTAN INTERNATIONAL LIMITED as agent for the Banks (the
       "Agent");

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

(8)    CHASE MANHATTAN INTERNATIONAL LIMITED as security trustee for the Term
       Banks and the Agent (the "SECOND SECURITY TRUSTEE"); and

(9)    THE BANKS (as defined below).

IT IS AGREED as follows:


1.     DEFINITIONS AND INTERPRETATION

1.1    DEFINITIONS
       In this Agreement:

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

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

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



                                       23
<PAGE>


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

       "ADDITIONAL BORROWER" means any company which has become an Additional
       Borrower under the Revolving Facility in accordance with Clause 37
       (Additional Borrowers).

       "ADDITIONAL FINANCE PROVIDER" means any financial institution named in
       Schedule 17 (The Additional Finance Providers).

       "ADDITIONAL FINANCE PROVIDER ACCESSION DATE" means, in relation to an
       Additional Finance Provider, the date specified as such in its Additional
       Finance Provider Accession Undertaking.

       "ADDITIONAL FINANCE PROVIDER ACCESSION UNDERTAKING" means an undertaking
       substantially in the form set out in Schedule 18 (Form of Additional
       Finance Provider Accession Undertaking).

       "ADDITIONAL OBLIGOR" means an Additional Borrower or a Guarantor.

       "ADVANCE" means a Revolving Advance or a Term Advance.

       "ASSET ADJUSTMENT PAYMENTS" means:

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

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

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

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

       (a)    the consideration payable (if any) by the first member of the UK
              Group to acquire such assets to NTL UK comprises either (i) cash
              funded or to be funded


                                       24
<PAGE>

       directly or indirectly by a payment from the Final Asset Transferee in
       connection with that series of transactions or (ii) Subordinated Funding;

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

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

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

       (e)     all of the transactions comprising such a series of transactions
               (from and including the transfer of the assets by NTL UK to and
               including the acquisition of those assets by the Final Asset
               Transferee) are completed within two Business Days; and

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

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

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

       "AVAILABLE COMMITMENT" means, in relation to a Bank at any time, the
       aggregate of its Available Revolving Commitment and, prior to the last
       day of the Term Availability Period, its Term Commitment.

       "AVAILABLE EXCESS CASH FLOW" means, at any time, the aggregate Excess
       Cash Flow generated in respect of each financial year of the Parent,
       commencing with the financial year ended 31 December 2003, less the
       amount of such Excess Cash Flow (in respect of


                                       25
<PAGE>


       each such financial year) which is required to be used (in respect to
       such financial year) to prepay the Loan in accordance with Clause 14.1
       (Mandatory Prepayment from Excess Cash Flow).

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

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

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

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

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

       on or before the proposed drawdown date.

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

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

                                      A + B
                                     ------
                                        2
       where:

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

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

       "BANK" means a Revolving Bank or a Term Bank.

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



                                       26
<PAGE>



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

       "BORROWERS" means the Post-Novation Borrower (or, prior to the Pushdown
       Date, the Pre-Novation Borrower) and each Additional Borrower, PROVIDED
       THAT such company has not been released from its rights and obligations
       hereunder in accordance with Clause 37.3 (Resignation of a Borrower).

       "BUDGET" means a budget delivered by the Parent to the Agent pursuant to
       Clause 21.5 (Budgets).

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

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

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

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

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

       "CABLE & WIRELESS LOAN" means a loan of up to Pound Sterling50,000,000
       from CWC Holdings to Cable & Wireless, made in relation to the costs
       incurred by the CWC ConsumerCo Business in connection with separation of
       the CWC ConsumerCo Business and the CWC DataCo Business (as provided for
       in the Transaction Agreement).

       "CABLE BUSINESS" means:

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

       (b)     any Cable Related Business.

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



                                       27
<PAGE>

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

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

       "CERTAIN FUNDS EVENTS OF DEFAULT" means any circumstance constituting an
       Event of Default under any of the following Clauses:

       (a)     Clause 24.7 (Insolvency and Rescheduling), Clause 24.8
               (Winding-up) or, solely in relation to Clause 24.7 (Insolvency
               and Rescheduling) and Clause 24.8 (Winding-up), Clause 24.10
               (Analogous Events), in each case to the extent such relates to
               NTL CC and/or the Pre-Novation Borrower; and

       (b)     Clause 24.13 (Illegality).

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

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

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

       "COMMITMENT" means, in relation to a Bank at any time, the aggregate of
       its Revolving Commitment and its Term Commitment.

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

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

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

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

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

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

       "CWC CIRCULAR" means the circular to the Target's shareholders dated 14
       February 2000 (as supplemented by a circular dated 3 March 2000),
       relating to the Scheme and the


                                       28
<PAGE>

       proposed acquisition of the CWC DataCo Business by Cable & Wireless and
       the CWC ConsumerCo Business by NTL Holdings.

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

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

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

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

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

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

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

       "CWC PARENT" means CWC Holdings, once such has acceded hereto as the CWC
       Parent in accordance with Clause 38.4 (Accession of CWC Parent).

       "DEBENTURES" means the debentures, in the agreed forms, executed or to be
       executed in connection herewith, creating first ranking (or, in the case
       of the Second Security Documents, second ranking (ranking only behind the
       first ranking security created pursuant to the Security Documents)) fixed
       and floating charges over the whole of the assets and undertaking of the
       entity party thereto as Obligor save to the extent that such assets
       include:

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

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

       (c)     shares in Cable Guide Limited; or

       (d)     in respect of CableTel Limited, CableTel Investments Limited,
               Maza Limited, Northampton Cable Limited and Herts Cable Limited,
               assets which are used by or the interests in either of the
               Telecential Partnerships where the terms of the


                                       29
<PAGE>


               partnership deeds relating thereto prohibit the granting of
               security over those interests or assets or the granting of such
               security could reasonably be expected to result in a breach of a
               fiduciary duty.

       and includes, where the context so admits, any further or supplemental
       charge or security granted pursuant thereto.

       "DEBT ADJUSTMENT PAYMENTS" means:

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

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

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

       "DIAMOND NOTES" means the:

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

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

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

       (d)     10% senior notes due 1 February 2008 with a principal amount at
               maturity of Pound Sterling135,000,000, issued by Diamond Holdings
               plc; and

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

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

       "DISPUTE" means any dispute referred to in Clause 45 (Jurisdiction).

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

       "EBITDA" has the meaning given to it in Clause 22.3 (Financial
       Definitions).

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



                                       30
<PAGE>


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

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

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

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

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

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

       "EVENT OF DEFAULT" means any circumstance described as such in Clause 24
       (Events of Default).

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

       "EXCESS CASH FLOW" has the meaning given to it in Clause 22.3 (Financial
       Definitions).

       "EXCLUDED CONTRIBUTIONS" means the cash proceeds of any:

       (a)     Financial Indebtedness or equity raised by members of the
               Covenant Group on or before 31 December 2002, the aggregate
               amount of which does not exceed Pound Sterling750,000,000 (or its
               equivalent) and PROVIDED THAT:




                                       31
<PAGE>

               (i)  in the case of any Financial Indebtedness incurred by a
                    member of the Covenant Group on or after the Execution Date
                    and before the Term Effective Date the final maturity date
                    of such Financial Indebtedness is a date falling no earlier
                    than the date twelve months after the Revolving Termination
                    Date; and

               (ii) in the case of any Financial Indebtedness incurred by a
                    member of the Covenant Group on or after the Term Effective
                    Date, the final maturity of such Financial Indebtedness is a
                    date falling no earlier than the date six months after the
                    Term Final Maturity Date.

       (b)     equity issued by NTL CC to any other members of the NTL Holding
               Group, up to an aggregate amount of Pound Sterling25,000,000 (or
               its equivalent) in any financial year of NTL CC; and

       (c)     Permitted Refinancings.

       "EXECUTION DATE" means 30 May 2000.

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

       "EXISTING PERFORMANCE BONDS" means:

       (a)     performance bonds in an aggregate amount of up to Pound
               Sterling7,100,000 issued by Zurich Re at the request of certain
               members of the Target Group;

       (b)     performance bonds in an aggregate amount of up to Pound
               Sterling1,139,199 issued by National Westminster Bank Plc at the
               request of certain members of the Target Group; and

       (c)     performance bonds in an aggregate amount of up to Pound
               Sterling2,800,000 issued by National Westminster Bank Plc at the
               request of certain members of the UK Group.

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

       (a)     the Yankee Bonds;

       (b)     the Sterling Bonds;

       (c)     the CWC Credit Agreement;

       (d)     the BCM Notes;

       (e)     the Videotron Mortgage;

       (f)     the NatWest Finance Leases;

       (g)     the Vehicle Finance Leases;




                                       32
<PAGE>


       (h)     the Overdraft Facilities;

       (i)     the High Yield Bonds;

       (j)     the Receivables Purchase Facility;

       (k)     the Cable & Wireless Debt;

       (l)     the Existing Hedging;

       (m)     the South Herts Facility; and

       (n)     the TWTV Debt.

       "FACILITY" means the Revolving Facility or the Term Facility.

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

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

       "FINANCE DOCUMENTS" means this Agreement, any Borrower Accession
       Memorandum delivered hereunder, any Guarantor Accession Memorandum
       delivered hereunder, the letters referred to in Clause 26.6 (Agency and
       Other Fees), any Secured Hedging Agreement, the Security Documents, the
       Second Security Documents, the Security Trust Agreement, the Second
       Security Trust Agreement, the NTL UK Revolving Bank Subordination
       Agreement, the NTL UK Term Bank Subordination Agreement, the NTL
       Subordination Agreement, any Subordination Agreement and any other
       document designated as such by the Agent and the Relevant Obligor.

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

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

       (a)     Indebtedness for Borrowed Money;

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

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



                                       33
<PAGE>

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

       "FINANCIAL QUARTER" has the meaning given to it in Clause 22.3 (Financial
       Definitions).

       "FIRST CAXTON SALE" means the transfer, after the Scheme Effective Date,
       of Caxton by the Target to CWC Holdings, as authorised by the Scheme,
       such a transfer being made at book value (subject to adjustment under
       Schedule 19 of the Transaction Agreement), on terms that the price
       payable by CWC Holdings is left outstanding to the extent that CWC
       Holdings does not assume at least a corresponding amount of indebtedness
       of the Target in consideration for the sale of Caxton.

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

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

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

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

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

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

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

       "GROUP STRUCTURE CHARTS" means:

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

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

       "GUARANTOR" means any company listed in Schedule 20 (The Guarantors) or
       any company which has become a Guarantor in accordance with Clause 38
       (Accession of


                                       34
<PAGE>

       Guarantors and the CWC Parent) PROVIDED THAT (in either case) such
       company has not been released from its rights and obligations hereunder
       in accordance with Clause 38.3 (Resignation of a Guarantor).

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

       "HEDGE COUNTERPARTY" means a Bank who has agreed to enter into a Secured
       Hedging Agreement which complies with the provisions of this Agreement.

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

       "HEDGING LIABILITIES" means all present and future sums and actual or
       contingent liabilities and obligations payable, owing, due or incurred by
       a member of the UK Group to any Hedge Counterparty pursuant to the terms
       of any Secured Hedging Agreement.

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

       "HIGH YIELD BONDS" means:

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

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

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

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

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



                                       35
<PAGE>


       "INCREMENTAL FACILITY" means a facility of up to a maximum aggregate
       amount of Pound Sterling300,000,000 which may be made available to
       members of the UK Group following a request by the Parent pursuant to
       Clause 5 (Incremental Facility).

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

       (a)     moneys borrowed;

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

       (c)     any amount raised pursuant to any note purchase facility or the
               issue of bonds, notes, debentures, loan stock or any similar
               instrument (for the avoidance of doubt excluding any such
               instrument issued solely by way of consideration for the
               acquisition of assets where such an instrument is not issued for
               the purpose of raising finance);

       (d)     any amount raised pursuant to any issue of shares which are
               expressed to be redeemable in cash (other than (i) shares
               redeemable after 30 September 2009 and (ii) redeemable shares
               issued by way of consideration for the acquisition of assets
               where such shares are not issued for the purpose of raising
               finance);

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

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

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

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

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

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

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

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



                                       36
<PAGE>


       "INSTRUCTING GROUP" means, at any time, a Bank or Banks whose Commitments
       amount (or, if each Bank's Commitment has been reduced to zero, did
       immediately before such reduction to zero, amount) in aggregate to more
       than sixty-six and two thirds per cent. of the Total Commitments.

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

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

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

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

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

       "INTEREST PERIOD" has the meaning ascribed in Clause 7.1 (Interest
       Periods) in relation to any Term Advance and the meaning ascribed in
       Clause 28.1 (Default Interest Periods) in relation to any Unpaid Sum.

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

       "INTRA-GROUP SERVICES" means:

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

       (b)     the provisions of services constituted by NTL Group Limited
               employing personnel, acting as agent to buy equipment or other
               assets or services or trade


                                       37
<PAGE>


               with residential customers on behalf of other members of the
               Group, where the costs of such employment or purchasing and the
               costs and revenues generated by such trading are in the
               reasonable opinion of the Parent reimbursed by or distributed
               (save in any immaterial respect) to the relevant Group member;
               and

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

       "IRELAND" means the Republic of Ireland.

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

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

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

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

       "LMA" means the Loan Market Association.

       "LOAN" means, at any time, the aggregate of the Revolving Loan and the
       Term Loan.

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

       "MATERIAL ADVERSE EFFECT" means:

       (a)     in respect of the Pre-Novation Borrower only (until such time as
               it becomes a member of the UK Group), a material adverse effect
               on (i) the business, operations, property or condition (financial
               or otherwise) of the Pre-Novation


                                       38
<PAGE>


               Borrower or (ii) the ability of the Pre-Novation Borrower to
               perform its material obligations under the Finance Documents to
               which it is a party; and

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

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

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

       "NATWEST FINANCE LEASES" means:

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

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

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

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

               less

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




                                       39
<PAGE>

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

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

       "NOTICE PERIOD" means, in relation to an Advance:

       (a)     the period commencing ten Business Days before the proposed date
               for the making of that Advance and ending 2.00 p.m. three
               Business Days before the proposed date for the making of that
               Advance; or

       (b)     such later time as all of the Revolving Banks or, as the case may
               be, all of the Term Banks may agree.

       "NTL CC" means NTL Communications Corp.

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

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

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

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

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



                                       40
<PAGE>

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

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

       "NTL INC. BUSINESS PLAN" means the long term financial plan warranted by
       NTL Inc. and NTL Holdings to SFG VI Inc in connection with an investment
       made by SFG VI Inc in NTL Inc. and NTL Holdings in June 2001.

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

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

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

       "NTL TRIANGLE ACCESSION" means the accession of the members of the NTL
       Triangle Sub-Group as Guarantors in accordance with Clause 38.5 (NTL
       Triangle Accession).

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

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

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

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

       "NTL UK TERM BANK SUBORDINATION AGREEMENT" means the subordination
       agreement in the agreed form between NTL UK as the lender, the Parent as
       the borrower and the


                                       41
<PAGE>


       Second Security Trustee, pursuant to which, whilst sums remain
       outstanding under the Term Facility, no payments of interest, repayments
       of principal or any other payments of any kind can be made in respect of
       indebtedness owed by the Parent to NTL UK, save for certain Permitted
       Payments.

       "OBLIGORS" means the Borrowers and the Guarantors.

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

       "ORIGINAL FINANCIAL STATEMENTS" means:

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

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

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

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

       "PARENT FUNDING" means:

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

       (b)     Assigned Debt.

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

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

       "PERMITTED ACQUISITIONS" means:

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


                                       42
<PAGE>

       consent dated 29 January 2001 from the Agent to the Parent, the
       Pre-Novation Borrower and the CWC Parent;

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

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

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

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

               (iv)   the requirements of paragraphs (1), (2) and (3) of
                      paragraph (c)(ii) of this definition are complied with in
                      respect of such acquisition if the total consideration
                      (including, without limitation, deferred consideration and
                      any consideration comprising of the issue of either debt
                      instruments or shares) for such an acquisition either (A)
                      exceeds Pound Sterling80,000,000 (or its equivalent in
                      other currencies) or (B) when aggregated with the
                      consideration (determined in accordance with paragraph
                      (c)(ii) below) arising in respect of all such other
                      acquisitions (save for any acquisitions permitted by
                      paragraphs (a), (d), (f), (h) or (i) of this definition of
                      Permitted Acquisitions) made by members of the UK Group
                      and, prior to the Pushdown Date, members of the Target
                      Group during the then current financial year, exceeds
                      Pound Sterling100,000,000 (or its equivalent in other
                      currencies);

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

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

               (ii)   if the total consideration (including, without limitation,
                      assumed debt, deferred consideration and any consideration
                      comprising of the issue of either debt instruments or
                      shares) for such an acquisition either (A) exceeds Pound
                      Sterling80,000,000 (or its equivalent in other currencies)
                      or (B) when aggregated with the consideration (determined
                      as aforesaid) arising in respect of all such other
                      acquisitions (save for any acquisitions permitted by
                      paragraphs (a), (d), (f), (h) or (i) of this definition of
                      Permitted Acquisitions) made by members of the UK Group
                      and, prior to the Pushdown Date, members of the Target
                      Group during the then current


                                       43
<PAGE>



                    financial year, exceeds Pound Sterling100,000,000 (or its
                    equivalent in other currencies):

                    (1)  the Parent has provided the Agent with a pro forma
                         business plan (over a period ending no earlier than 31
                         December in the year of the Term Final Maturity Date),
                         together with the key operating assumptions relating
                         thereto, has provided representations to the Finance
                         Parties (in the form agreed by the Agent (acting
                         reasonably) with respect thereto) in relation to such
                         business plan and has confirmed that no Event of
                         Default or Potential Event of Default has occurred and
                         is continuing or would occur following such
                         acquisition;

                    (2)  the pro forma business plan demonstrates pro forma
                         compliance with the financial covenants set out in
                         Clause 22 (Financial Condition) until the Term Final
                         Maturity Date; and

                    (3)  the pro forma business plan demonstrates that amounts
                         available for drawdown under the Facilities (following
                         any planned drawdown to finance the contemplated
                         acquisition) and under other financing sources
                         committed to the UK Group are sufficient to meet the UK
                         Group's projected financing needs until the Term Final
                         Maturity Date;

       (d)     the incorporation of a company or the acquisition of the shares
               in a newly incorporated company from its subscribing
               shareholders, where such a company at all times carries on
               business in an administrative capacity, supporting the business
               of either the UK Group and/or the Target Group (as carried on in
               accordance with Clause 23.31 (Change of Business) or acts as a
               holding company for a Permitted Acquisition within paragraph (b)
               or (c) above;

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

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

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

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

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



                                       44
<PAGE>


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

       (a)     arising under the NTL CC Notes;

       (b)     arising under a Permitted Refinancing;

       (c)     arising under a guarantee or other covenant for payment given in
               respect of the Working Capital Facility or under a covenant for
               payment given in the Security Documents or the Second Security
               Documents or in respect of any security document securing any
               Indebtedness for Borrowed Money incurred pursuant to the
               Incremental Facility;

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

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

       (f)     incurred on or after the Execution Date and before the Term
               Effective Date provided that:

               (i)   the aggregate principal amount of such Financial
                     Indebtedness does not exceed Pound Sterling750,000,000; and

               (ii)  the final maturity date of such Financial Indebtedness is a
                     date no earlier than the day falling twelve months after
                     the Revolving Termination Date.

       (g)     incurred on or after the Term Effective Date and on or before 31
               December 2002 provided that:

               (i)   the aggregate principal amount of such Financial
                     Indebtedness and any Financial Indebtedness incurred in
                     reliance on paragraph (f) above does not exceed Pound
                     Sterling750,000,000; and

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

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

               (i)   the requirements of sub-clauses 22.2.3 and 22.2.4 of Clause
                     22.2 (UK Group Financial Condition) are satisfied; and

               (ii)  the final maturity date of such indebtedness is a date no
                     earlier than the day falling six months after the Term
                     Final Maturity Date; and

       (i)     under any Hedging Agreement entered into by NTL CC under which
               NTL CC enters into currency or interest swaps in relation to its
               obligations to make payments under any other of its Permitted
               Covenant Group Indebtedness.



                                       45
<PAGE>

       "PERMITTED DISPOSAL" means any disposal:

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

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

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

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

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

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

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

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

               (ii)  the proceeds of any disposal under (A) of this paragraph
                     (g) are applied in accordance with Clause 14.2 (Mandatory
                     Prepayment from Asset Disposals);

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

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

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



                                       46
<PAGE>


       (k)     necessary to effect the transfers of shares referred to
               paragraphs (d), (e) and (f) of the definition of the Pushdown or
               any other transfers consented to in the letter of consent dated
               29 January 2001 from the Agent to the Parent, the Pre-Novation
               Borrower and the CWC Parent;

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

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

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

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

       "PERMITTED ENCUMBRANCE" means:

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

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

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

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

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

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

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

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

       (e)     any right of set-off or any title transfer or retention of title
               arrangement entered into by either any member of the UK Group
               (or, prior to the Pushdown Date, a member of the Target Group or
               the Pre-Novation Borrower) in the normal course of its trading
               activities on the counterparty's standard or usual terms


                                       47
<PAGE>


               (where  such terms reasonably accord with the terms generally
               adopted in the market to which such a trading activity relates);

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

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

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

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

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

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

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

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

       (n)     any Encumbrance constituted by a rent deposit deed entered into
               on arm's length terms and in the ordinary course of business
               securing the obligations of a member of the UK Group or, prior to
               the Pushdown Date, a member of the Target Group or the
               Pre-Novation Borrower in relation to property leased to a member
               of the UK Group or, as the case may be, a member of the Target
               Group or the Pre-Novation Borrower;

       (o)     any Encumbrance granted by any member of the Target Group prior
               to the Execution Date in favour of the Target or Cable & Wireless
               Communications


                                       48
<PAGE>


               Corporation Limited PROVIDED THAT the indebtedness related
               thereto has been fully repaid; and

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

       "PERMITTED INDEBTEDNESS" means any Financial Indebtedness:

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

       (b)     in respect of each category of Existing Target Indebtedness
               listed in paragraphs (a) to (n) of the definition thereof, until
               such time that the Pushdown Condition in relation to that
               category of Existing Target Indebtedness should have been
               satisfied in accordance with Clause 23.18 (Discharge of Existing
               Target Indebtedness);

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

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

       (e)     arising under Permitted Loans and Guarantees;

       (f)     arising under the Incremental Facility;

       (g)     arising under Secured Ancillary Facilities or in relation to any
               documentary or standby letter of credit facility or performance
               bond facility made available by a financial institution on an
               unsecured basis PROVIDED THAT the aggregate indebtedness of all
               members of the UK Group and, prior to the Pushdown Date, of the
               Pre-Novation Borrower and of all members of the Target Group in
               relation to such facilities and the Secured Ancillary Facilities
               does not exceed Pound Sterling40,000,000 (or its equivalent);

       (h)     falling within paragraph (e) of the definition of Indebtedness
               for Borrowed Money ("FINANCE LEASE DEBT") which, when aggregated
               with any other Finance Lease Debt incurred in reliance on this
               paragraph (h) by each member of the UK Group (and, prior to the
               Pushdown Date, each member of the Target Group and the
               Pre-Novation Borrower) does not exceed Pound Sterling45,000,000
               (or its equivalent);

       (i)     arising in respect of Existing Performance Bonds;

       (j)     in respect of Permitted Overdraft Borrowings PROVIDED THAT the
               aggregate amount of such Financial Indebtedness does not exceed
               Pound Sterling20,000,000 (or its equivalent);

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

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



                                       49
<PAGE>


               (ii)  the aggregate amount of all Financial Indebtedness falling
                     within this paragraph (k) does not exceed Pound
                     Sterling20,000,000 (or its equivalent); and

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

       (l)     arising under the Working Capital Facility;

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

       (n)     not falling within paragraphs (a) to (m) above, of any members of
               the UK Group or, prior to the Pushdown Date and to the extent
               such is outstanding at the Acquisition Date, of any members of
               the Target Group or the Pre-Novation Borrower PROVIDED THAT the
               aggregate amount of such Financial Indebtedness does not exceed
               Pound Sterling20,000,000 (or its equivalent).

       "PERMITTED INVESTMENTS" means:

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

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

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

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

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

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



                                       50
<PAGE>

       "PERMITTED LOANS AND GUARANTEES" means:

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

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

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

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

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

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

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

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

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

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

       (k)     loans of up to Pound Sterling17,100,000 by members of the Target
               Group to Cable & Wireless Communications (South Hertfordshire)
               Limited;

       (l)     loans of up to an aggregate amount of Pound Sterling5,000,000 (or
               its equivalent in dollars) made by any Obligor to NTL (B) Limited
               (formerly Cable & Wireless Communications (B) plc) PROVIDED THAT
               such loans are used to pay the Existing Target Indebtedness of
               NTL (B) Limited;




                                       51
<PAGE>


       (m)     loans made to either of the Telecential Partnerships outstanding
               on the Execution Date or made in accordance with Clause 23.29
               (Telecential Partnerships);

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

       (o)     loans made, credit granted and guarantees or indemnities given in
               an aggregate amount not exceeding Pound Sterling200,000;

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

       (q)     a loan in a principal amount of Pound Sterling500,000 made by
               X-tant Limited to Comtec Europe Limited pursuant to a facility
               letter dated 29 September 2000 from X-tant Limited to Comtec
               Europe Limited;

       (r)     deferred consideration in an amount of up to Pound
               Sterling52,500,000 owed to NTL (CWC) Limited in relation to the
               disposal of NTL Telephone Equipment Limited; and

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

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

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

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

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

       "PERMITTED PAYMENT" means a Restricted Payment which is:

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

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

       (c)     made, at any time, to fund the cash payment obligations of any
               member of the NTL Holding Group (and PROVIDED THAT a payment may
               only be made once pursuant to this paragraph (c) in respect of
               any obligations which have been hedged) in relation to:



                                       52
<PAGE>


               (i)   the NTL CC Notes;

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

               (iii) subject to the NTL Triangle Accession having been
                     completed, any Permitted Refinancings within paragraph (i)
                     (c) of the definition thereof;

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

               (v)   any Hedging Agreement entered into by NTL CC under which
                     NTL CC enters into currency or interest swaps in relation
                     to its obligations to make payments under any of the
                     categories of Permitted Covenant Group Indebtedness
                     referred to in paragraphs (i) to (iv) above PROVIDED THAT
                     (for the avoidance of doubt) no payment may be made under
                     this paragraph (v) if and to the extent that a payment in
                     respect of the Permitted Covenant Group Indebtedness to be
                     hedged has already been made under paragraphs (i), (ii),
                     (iii) or (iv) above,

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

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

       (e)     in an amount of up to Pound Sterling2,000,000 made to NTL
               Holdings to finance payments to be made by NTL Holdings to Cable
               & Wireless in relation to certain Acquisition overhead costs;

       (f)     deposited in a Charged Account and:

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

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

       (g)     deposited in the NTL Charged Account prior to the Pushdown Date
               where:

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



                                       53
<PAGE>



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

               (iii) the aggregate amount on deposit in the NTL Charged Account
                     for the purpose of this paragraph (g) at any one time does
                     not exceed Pound Sterling25,000,000 (or its equivalent);

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

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

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

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

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

       "PERMITTED REFINANCINGS" means:

       (a)     any refinancing of:

               (i)   the NTL CC Notes;

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

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

               PROVIDED THAT, in each case, the final maturity date of the
               indebtedness incurred in respect of such refinancing is a date no
               earlier than the day falling six months after the Term Final
               Maturity Date; and

       (b)     any refinancing of the Working Capital Facility, by any member of
               the Covenant Group, PROVIDED THAT




                                       54
<PAGE>


               (i)   in the case of any refinancing effected on or after the
                     Execution Date and before the Term Effective Date, the
                     final maturity date of the indebtedness incurred in respect
                     of such refinancing is a date no earlier than the date
                     falling one year after the Revolving Termination Date; and

               (ii)  in the case of any refinancing effected on or after the
                     Term Effective Date, the final maturity date of the
                     indebtedness incurred in respect of such refinancing is a
                     date no earlier than the date falling six months after the
                     Term Final Maturity Date.

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

       "PRE-NOVATION BORROWER" means NTL Business Limited.

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

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

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

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

       "PREPAYMENT ESCROW ACCOUNT" means an account, bearing interest at a
       commercially reasonable rate in relation to the given circumstances, held
       with the Agent (or such other financial institution reasonably acceptable
       to the Agent) in the name of the Parent or, prior to the Pushdown Date,
       the CWC Parent, over which the Parent or, as the case may be, the CWC
       Parent has granted or will grant first ranking security in favour of the
       Security Trustee and into which sums are deposited in accordance with
       Clause 14 (Mandatory Prepayment).

       "PRINCIPAL PROPERTIES" means, in respect of the UK Group, the properties
       which are specified in Schedule 15 (UK Group Principal Properties) and,
       in respect of the Target Group, those of the properties selected by the
       Agent in accordance with Clause 23.39 (Notification of Target Group
       Assets).




                                       55
<PAGE>

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

       "PROPORTION" means, in relation to a Bank at any time, the proportion
       which its Commitment bears to the Total Commitments.

       "PUSHDOWN" means:

       (a)     the release by the Pre-Novation Borrower of indebtedness owed to
               it by CWC Holdings and the release by the Security Trustee of the
               Initial Security and all guarantees and security created in its
               favour by any member of the Target Group pursuant to Clause 23.17
               (Post-Acquisition Date Security) in consideration for the issue
               by CWC Holdings of preference shares to the Pre-Novation
               Borrower, subject to the security referred to in paragraph (h)
               below being granted on the same day as such release;

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

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

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

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

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

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




                                       56
<PAGE>


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

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

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

       as amended by the letter of consent dated 29 January 2001 from the Agent
       to the Parent, the CWC Parent and the Pre-Novation Borrower.

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

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

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

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

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

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

       "QUALIFYING LENDER" means:

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

       (b)     a Treaty Lender; or

       (c)     a Bank, being a Term Bank, is a company which is (on the date a
               payment of interest falls due under a Finance Document)
               beneficially entitled to the payment and is either:

               (i)   resident in the United Kingdom; or

               (ii)  not being so resident, carries on a trade in the United
                     Kingdom through a branch or agency and the payment falls to
                     be brought into account in computing such Term Bank's
                     chargeable profits (as that term is defined in section
                     11(2) of ICTA),




                                       57
<PAGE>

               and in respect of which, in each case, the United Kingdom Inland
               Revenue has not issued a direction that section 349A(1) of ICTA
               does not apply.

       "QUARTER DATE" has the meaning given to it in Clause 22.3 (Financial
       Definitions).

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

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

       "REFERENCE BANKS" means the principal London offices of The Chase
       Manhattan Bank and the principal London offices of Citibank N.A. and The
       Royal Bank of Scotland plc or such other bank or banks as may from time
       to time be agreed between the Relevant Obligor and the Agent acting on
       the instructions of an Instructing Group.

       "RELEVANT OBLIGOR" means:

       (a)     prior to the accession of CWC Holdings as the CWC Parent in
               accordance with Clause 38.4 (Accession of CWC Parent), the
               Pre-Novation Borrower;

       (b)     after CWC Holdings has acceded hereto as the CWC Parent in
               accordance with Clause 38.4 (Accession of CWC Parent), but prior
               to the Pushdown Date, the CWC Parent; and

       (c)     after the Pushdown Date, the Parent.

       "RELEVANT PERIOD" has the meaning given to it in Clause 22.3 (Financial
       Definitions).

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

       "REPEATED REPRESENTATIONS" means each of the representations set out in
       Clause 20.2 (Status and Due Authorisation), Clause 20.4 (No Immunity),
       Clause 20.7 (Binding Obligations), Clause 20.9 (No Material Defaults) to
       Clause 20.11 (Audited Financial Statements), Clause 20.16 (Budgets),
       Clause 20.21 (Execution of this Agreement), Clause 20.25 (Intellectual
       Property), Clause 20.26 (Security Interest), Clause 20.27 (Group
       Structure) and Clause 20.31 (Existing Group Indebtedness).

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




                                       58
<PAGE>


       "RESERVATIONS" means:

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

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

       (c)     the reservations in or anything disclosed by any of the legal
               opinions delivered pursuant to Clause 2.5 (Conditions Precedent)
               and Schedule 3 (Conditions Precedent), Schedule 10 (Additional
               Conditions Precedent) or Clause 2.1 (Conditions Precedent) of the
               Restatement Amendment Agreement; and

       (d)     any circumstance arising through a failure to obtain any of the
               consents referred to in Clause 23.15 (Consents and Properties) on
               or before the execution of the relevant Security Document or
               Second Security Document.

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

       "RESTATEMENT AMENDMENT AGREEMENT" means the amendment agreement between
       the parties hereto which amends this Agreement by way of a restatement of
       this Agreement to include, inter alia, the terms and conditions relating
       to the Term Facility.

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

       (a)     a member of either the UK Group or, prior to the Pushdown Date,
               the Target Group; and

       (b)     a Guarantor.

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

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

       "REVOLVING BANK" means any:

       (a)     financial institution named in Part A (Revolving Banks) of
               Schedule 1 (The Banks);




                                       59
<PAGE>


       (b)     Additional Finance Provider which has become a party hereto as a
               Revolving Bank in accordance with Clause 5.5 (Accession of the
               Additional Finance Providers); or

       (c)     financial institution which has become a party hereto as a
               Revolving Bank in accordance with Clause 35.4 (Assignments by
               Banks) or Clause 35.5 (Transfers by Banks),

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

       "REVOLVING COMMITMENT" means, in relation to a Revolving Bank at any time
       and save as otherwise provided herein, the amount set opposite its name
       under the heading "REVOLVING COMMITMENT" in Part A (Revolving Banks) of
       Schedule 1 (The Banks) or, in relation to a Revolving Bank that is an
       Additional Finance Provider and save as otherwise provided herein, the
       aggregate of the amount notified to the Agent by the relevant Additional
       Finance Provider in its Additional Finance Provider Accession Undertaking
       and the amount (if any) notified by such Additional Finance Provider to
       the Agent in accordance with sub-clause 5.4.2 of Clause 5.4 (Increase of
       the Revolving Facility). The Revolving Commitments of Morgan Stanley Dean
       Witter Bank Limited and Morgan Stanley Senior Funding, Inc. shall be
       determined in accordance with Clause 35.10 (Morgan Stanley Commitment).

       "REVOLVING FACILITY" means the revolving loan facility granted to the
       Borrowers in this Agreement in an aggregate principal amount of Pound
       Sterling2,500,000,000 as the same may be increased from time to time
       pursuant to Clause 5.4 (Increase of the Revolving Facility).

       "REVOLVING INSTRUCTING GROUP" means, at any time, a Bank or Banks whose
       Revolving Commitments amount (or, if each Bank's Revolving Commitment has
       been reduced to zero, did immediately before such reduction to zero,
       amount) in aggregate to more than sixty-six and two thirds per cent of
       the Total Revolving Commitments.

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

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

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

       "REVOLVING REDUCTION INSTALMENT" means each instalment for reduction of
       the Total Commitments referred to in Clause 11.2 (Reduction).

       "REVOLVING TERMINATION DATE" means 30 September 2005.

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



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<PAGE>


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

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

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

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

       "SECOND DEBENTURE" means the Debenture executed or to be executed by the
       Chargors (as listed and defined therein) and the Second Security Trustee
       creating second ranking (ranking only behind the first ranking security
       created pursuant to the Security Documents) fixed and floating charges
       over substantially the whole of the assets and undertaking of such
       Chargors, in favour of the Second Security Trustee to hold for the
       benefit of the Term Banks, the Agent and itself.

       "SECOND INDENTURE OF MORTGAGE" means the second ranking (ranking only
       behind the first ranking security created pursuant to the Security
       Documents) fixed security over certain properties situated in Northern
       Ireland duly executed and delivered by National Transcommunications
       Limited and CableTel Northern Ireland Limited in favour of the Second
       Security Trustee to hold for the benefit of the Term Banks, the Agent and
       itself.

       "SECOND NTL CC SECURITY OVER CASH AGREEMENT" means the second ranking
       (ranking only behind the first ranking security created pursuant to the
       Security Documents) assignment and charge executed or to be executed by
       NTL CC in favour of the Second Security Trustee to hold for the benefit
       of the Term Banks, the Agent and itself, assigning and charging NTL CC's
       rights in respect of sums deposited in the NTL CC Charged Account.

       "SECOND NTL UK INTRA-GROUP LOAN ASSIGNMENT" means the second ranking
       (ranking only behind the first ranking security created pursuant to the
       Security Documents) assignment executed or to be executed by NTL UK in
       favour of the Second Security Trustee to hold for the benefit of the Term
       Banks, the Agent and itself, assigning NTL UK's rights in respect of
       loans made, or to be made, by it to members of the UK Group.

       "SECOND PARENT INTRA-GROUP LOAN ASSIGNMENT" means the second ranking
       (ranking only behind the first ranking security created pursuant to the
       Security Documents) assignment executed or to be executed by the Parent
       in favour of the Second Security Trustee to hold for the benefit of the
       Term Banks, the Agent and itself, assigning the Parent's rights in
       respect of loans made or to be made by it to other members of the UK
       Group.

       "SECOND PLEDGE AGREEMENT" means the pledge agreement executed or to be
       executed by NTL UK CableComms Holdings Inc., NTL CableComms Group plc,
       North CableComms Management Inc., North CableComms Holdings Inc., Winston
       Investors


                                       61
<PAGE>

       LLC, NTL Solent Company, NTL Sussex Company, NTL Surrey Company, NTL
       Bromley Company, NTL Chartwell Holdings Inc., NTL Wessex Company, NTL
       CableComms Group Inc., South CableComms Management Inc., South CableComms
       Holdings Inc., Chartwell Investors LP, NTL Winston Holdings Inc., NTL
       Winston Holdings Limited, NTL Chartwell Holdings 2, Inc. and NTL
       Chartwell Holdings Limited creating second ranking (ranking only behind
       the first ranking security created pursuant to the Security Documents)
       security over their rights and interests in relation to certain shares as
       specified therein in favour of the Second Security Trustee to hold for
       the benefit of the Term Banks, the Agent and itself.

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

       "SECOND SECURITY AGREEMENT" means the security agreement executed or to
       be executed by NNS UK Holdings 1 Inc., NNS UK Holdings 2 Inc., North
       CableComms Holdings Inc., North CableComms Management Inc., NTL Bromley
       Company, NTL CableComms Group Inc., NTL Chartwell Holdings Inc., NTL
       Chartwell Holdings 2 Inc., NTL North CableComms Holdings Inc., NTL North
       CableComms Management Inc., NTL Programming Subsidiary Company, NTL
       Solent Company, NTL South CableComms Holdings Inc., NTL South CableComms
       Management Inc., NTL Surrey Company, NTL Sussex Company, NTL UK
       CableComms Holdings Inc., NTL Wessex Company, NTL Winston Holdings Inc.,
       NTL Wirral Company, South CableComms Holdings Inc., South CableComms
       Management Inc., North CableComms LLC, South CableComms LLC and Winston
       Investors LLC creating a second ranking (ranking only behind the first
       ranking security created pursuant to the Security Documents), continuing
       security interest in relation to certain assets as specified therein in
       favour of the Second Security Trustee to hold for the benefit of the Term
       Banks, the Agent and itself.

       "SECOND SECURITY DOCUMENTS" means the Second Debenture, the Second
       Indenture of Mortgage, the Second NTL CC Security Over Cash Agreement,
       the Second NTL UK Intra-Group Loan Assignment, the Second Parent
       Intra-Group Loan Assignment, the Second Security Agreement, the Second
       Share Charge Agreement, the Second Share Pledge, the Second Standard
       Securities and the Second Pledge Agreement.

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

       "SECOND SHARE CHARGE AGREEMENT" means the second ranking (ranking only
       behind the first ranking security created pursuant to the Security
       Documents) share charge agreement executed or to be executed by North
       CableComms LLC, NTL Bromley Company, NTL North CableComms Holdings Inc.,
       NTL North CableComms Management Inc., NTL Solent Company, NTL South
       CableComms Holdings Inc., NTL South CableComms Management Inc., NTL
       Surrey Company, NTL Sussex Company, NTL UK CableComms Holdings Inc., NTL
       Wessex Company, NTL Wirral Company and South CableComms LLC, charging
       their rights and interests in certain shares as specified therein in
       favour of the Second Security Trustee to hold for the benefit of the Term
       Banks, the Agent and itself.



                                       62
<PAGE>



       "SECOND SHARE PLEDGE" means the share pledge executed or to be executed
       by the Parent, NTL Group Limited and NTL Glasgow creating second ranking
       (ranking only behind the first ranking security created pursuant to the
       Security Documents) security over their rights and interests in relation
       to certain shares in favour of the Second Security Trustee to hold for
       the benefit of the Term Banks, the Agent and itself.

       "SECOND STANDARD SECURITIES" means the second ranking (ranking only
       behind the first ranking security created pursuant to the Security
       Documents), fixed security over certain properties situated in Scotland
       (ranking second in priority to the fixed security created pursuant to the
       Standard Securities) executed and delivered by CableTel (UK) Limited and
       National Transcommunications Limited in favour of the Second Security
       Trustee to hold for the benefit of the Term Banks, the Agent and itself.

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

       "SECURED ANCILLARY FACILITIES" means any bank facilities made available
       to members of the UK Group or, prior to the Pushdown Date, the
       Pre-Novation Borrower or members of the Target Group (on normal
       commercial terms) pursuant to documentation in the agreed form and where
       the providers of such facilities have each acceded to the Security Trust
       Agreement as a Secured Ancillary Facilities Provider PROVIDED THAT the
       aggregate indebtedness of all members of the UK Group and, prior to the
       Pushdown Date, the Pre-Novation Borrower or members of the Target Group
       in respect of Secured Ancillary Facilities at no time exceeds Pound
       Sterling40,000,000 (or its equivalent).

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

       "SECURED HEDGING AGREEMENT" means a Hedging Agreement entered into
       between a member of the UK Group and a Hedge Counterparty for the purpose
       of hedging the payment obligations of the Obligors under the Finance
       Documents.

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

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

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

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


                                       63
<PAGE>


       "SOUTH HERTS REFINANCING LOAN" means a loan of up to Pound
       Sterling17,100,000 from the Target (or other member of the Target Group)
       to Cable & Wireless Communications (South Hertfordshire) Limited where:

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

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

       "STANDARD SECURITIES" means the first ranking or, in the case of the
       Second Security Documents, second ranking (ranking only behind the first
       ranking security created pursuant to the Security Documents) fixed
       security over certain real or heritable property located in Scotland
       given in favour of the Security Trustee or the Second Security Trustee.

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

       "STERLING BONDS" means the Pound Sterling300,000,000 7.125 per cent.
       bonds due 2005 and the Pound Sterling200,000,000 7.375 per cent. bonds
       due 2017, issued by the Target pursuant to trust deeds dated 27 February
       1998 between the Target and Royal Exchange Trust Company Limited.

       "SUBORDINATED FUNDING" means:

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

       (b)     Subordinated UK Group Debt; and

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

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

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




                                       64
<PAGE>


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

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

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

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

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

       "SUBSEQUENT PARTICIPANT" means a member state that adopts the euro as its
       lawful currency after 1 January 1999.

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

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

       "TARGET GROUP" means CWC Holdings, Target and its direct and indirect
       subsidiaries (other than the Target Group Excluded Subsidiaries) after
       the Second Caxton Sale, such comprising the CWC ConsumerCo Business and,
       for the purpose of Clause 22.1 (Target Group Financial Condition) to
       Clause 22.3 (Financial Definitions) and any other provisions of this
       Agreement using the definitions defined in Clause 22.3 (Financial
       Definitions), the Pre-Novation Borrower.

       "TARGET GROUP EXCLUDED SUBSIDIARIES" means:

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



                                       65
<PAGE>


       (b)     Fawnspring Limited;

       (c)     any subsidiary of the CWC Parent which is a Dormant Subsidiary
               and which (i) has assets with an aggregate value of Pound
               Sterling10,000 or less and (ii) does not hold a Licence; and

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

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

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

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

               (i)   first made available by the member of the NTL Holding Group
                     to the CWC Parent by way of Subordinated Funding;

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

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

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

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

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




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<PAGE>


       "TELECENTIAL PARTNERSHIPS" means:

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

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

       "TERM" means, in relation to any Revolving Advance, save as otherwise
       provided herein, the period for which such Revolving Advance is borrowed,
       as specified in the Notice of Drawdown relating thereto.

       "TERM ADVANCE" means the advance made or to be made by the Term Banks
       under the Term Facility and each portion thereof resulting from a
       division provided for in Clause 7.4 (Division of Term Advances) or a
       consolidation provided for in Clause 7.3 (Consolidation of Term
       Advances), as the same may be reduced by payment in accordance with
       Clause 12 (Repayment of the Term Facility), Clause 13 (Cancellation and
       Prepayment), Clause 14 (Mandatory Prepayment) or Clause 18 (Illegality)
       or any other provision of this Agreement.

       "TERM AVAILABILITY PERIOD" means, in relation to the Term Facility, the
       period commencing on the Term Effective Date and ending on the earlier
       of:

       (a)     the day which falls two Business Days after the Term Effective
               Date; and

       (b)     the date on which the Term Advance is made.

       "TERM BANK" means any company, bank or financial institution:

       (a)     named in Part B (Term Banks) of Schedule 1 (The Banks); or

       (b)     which has become a party hereto as a Term Bank in accordance with
               Clause 35.4 (Assignments by Banks) or Clause 35.5 (Transfers by
               Banks),

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

       "TERM COMMITMENT" means, in relation to a Term Bank at any time and save
       as otherwise provided herein, the amount set opposite its name under the
       heading "TERM COMMITMENT" in Part B (Term Banks) of Schedule 1 (The
       Banks).

       "TERM EFFECTIVE DATE" means the date referred to in clause 2.1
       (Conditions Precedent) of the Restatement Amendment Agreement.

       "TERM EXECUTION DATE" means the date of the Restatement Amendment
       Agreement.

       "TERM FACILITY" means the term loan facility granted to the Post-Novation
       Borrower in this Agreement in an aggregate principal amount of Pound
       Sterling 200,000,000 subject to reduction as herein provided.




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<PAGE>


       "TERM FINAL MATURITY DATE" means 31 March 2008.

       "TERM INSTRUCTING GROUP" means:

       (a)     before the Term Advance has been made, a Term Bank or Term Banks
               whose Term Commitments amount in aggregate to more than sixty-six
               and two thirds per cent of the Total Term Commitments; and

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

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

       "TERM MARGIN" means 3.5 per cent. per annum.

       "TERM PREPAYMENT AMOUNT" means, at any time:

       (a)     prior to the first anniversary of the first day of the Term
               Availability Period, two per cent of the portion of the Term Loan
               prepaid at such time;

       (b)     during the period from the first anniversary of the first day of
               the Term Availability Period to (but excluding) the second
               anniversary of the first day of the Term Availability Period, 1.5
               per cent of the portion of the Term Loan prepaid at such time;
               and

       (c)     during the period from the second anniversary of the first day of
               the Term Availability Period to (and including) the third
               anniversary of the first day of the Term Availability Period, one
               per cent of the portion of the Term Loan prepaid at such time.

       "TERM REPAYMENT DATE" means each of the dates specified in Clause 12.1
       (Term Repayment Instalments), PROVIDED THAT if such day is not a Business
       Day, it shall be deemed to be the next succeeding Business Day.

       "TOTAL COMMITMENTS" means the aggregate of the Total Revolving
       Commitments and the Total Term Commitments.

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

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

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

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



                                       68
<PAGE>


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

       (a)     such Bank seeks to procure the transfer to such Transferee of all
               or a part of such Bank's rights, benefits and obligations under
               the Finance Documents upon and subject to the terms and
               conditions set out in Clause 35.3 (Assignments and Transfers by
               Banks); and

       (b)     such Transferee undertakes to perform the obligations it will
               assume as a result of delivery of such certificate to the Agent
               as contemplated in Clause 35.5 (Transfers by Banks).

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

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

       "TREATY LENDER" means a Bank which is (on the date a payment falls due
       under a Finance Document) entitled to that payment under a double
       taxation agreement in force on that date (subject to the completion of
       any necessary procedural formalities) without a deduction or withholding
       for or on account of tax from such a payment PROVIDED THAT in the case of
       each Bank which is an Additional Finance Provider, unless the Parent
       otherwise agrees, either such Bank has:

       (a)     provided to the appropriate department of the UK Inland Revenue a
               correct and complete claim for that payment to be made without
               withholding or deduction for and on account of tax under the
               double taxation agreement which claim has been certified by the
               relevant non-UK tax authority as applicable under the relevant
               double taxation agreement; or

       (b)     complied with such other arrangement as may be agreed between the
               Parent (acting reasonably) and such Bank.

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

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

       "TWTV DEBT" means:

       (a)     a loan in a principal aggregate amount of up to Pound
               Sterling2,000,000 made available to Two Way TV Limited by certain
               of its shareholders; and

       (b)     a loan note in a principal amount of up to Pound Sterling536,000
               issued to Granada plc by Two Way TV Limited.




                                       69
<PAGE>

       "UK GROUP" means:

       (a)     for the purpose of Clause 22.2 (UK Group Financial Condition),
               Clause 22.3 (Financial Definitions) and any other provisions of
               this Agreement using the definitions defined in Clause 22.3
               (Financial Definitions):

               (i)   the Parent;

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

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

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

               (v)   prior to the Pushdown Date, the Target Group (including the
                     Pre-Novation Borrower); and

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

       "UK GROUP EXCLUDED SUBSIDIARY" means:

       (a)     any subsidiary of the Parent which is a Dormant Subsidiary and
               which (i) has assets (save for loans existing on the Execution
               Date owed to it by other members of the UK Group) with an
               aggregate value of Pound Sterling10,000 or less and (ii) does not
               hold a Licence;

       (b)     Moleseye Limited;

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

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

       (e)     any member of the NTL Triangle Sub-Group (until such time as the
               Parent elects for the members of the NTL Triangle Sub-Group to
               become members of the UK Group in accordance with Clause 38.5
               (NTL Triangle Accession);

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

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

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



                                       70
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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



                                       71
<PAGE>

       "UK GROUP SECURITY" means the security constituted by the NTL UK
       Intra-Group Loan Assignment, the Parent Intra-Group Loan Assignment, each
       Debenture and Guarantor Accession Memorandum executed or to be executed
       by the Parent and sufficient members of the UK Group to ensure compliance
       with Clause 23.32 (Guarantors).

       "UNPAID SUM" has the meaning ascribed in Clause 28.1 (Default Interest
       Periods).

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

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

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

       (a)     the amount available to the Parent thereunder is at least Pound
               Sterling1,300,000,000 (or its equivalent); and

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

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

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

1.2    INTERPRETATION
       Any reference in this Agreement to:

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

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

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

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



                                       72
<PAGE>


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

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

       a "COMPANY" includes any body corporate;

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

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

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

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

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

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

       "LEASEHOLD" shall be construed so as to include any property in Scotland,
       title to which is held under a duly registered or recorded long lease;

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

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

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



                                       73
<PAGE>


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

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

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

       "REFINANCING" in the context of a refinancing of the Working Capital
       Facility by a member of the Covenant Group shall include a cancellation
       of commitment under the Working Capital Facility where an amount at least
       equal to such cancellation is contributed to the Parent by such member of
       the Covenant Group or by any intermediate member of the Covenant Group;

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

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

       (a)     any company or corporation:

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

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

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

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

       (b)     for the purposes only of Clause 21 (Financial Information),
               Clause 22 (Financial Condition) and any other Clause where the
               financial definitions referred to in Clause 22.3 (Financial
               Definitions) are used in this Agreement, any company or
               corporation which is a subsidiary undertaking as defined in
               Section 258 of the Companies Act 1985 or any other legal entity
               which is accounted for as a subsidiary of that first mentioned
               company or corporation;

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




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<PAGE>


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

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

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

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

1.3    CURRENCY SYMBOLS
       1.3.1   "POUND STERLING" and "STERLING" denote lawful currency of the
               United Kingdom and "$" and "DOLLARS" denote lawful currency of
               the United States of America.

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

1.4    AGREEMENTS AND STATUTES
       Any reference in a Finance Document to:

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

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

1.5    HEADINGS
       Clause and Schedule headings are for ease of reference only.

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

1.7    TERMS DEFINED IN DEBENTURES
       Unless otherwise defined in any Debenture or if the context otherwise
       requires, a term defined in this Agreement or in any other Finance
       Document has the same meaning in such Debenture or any notice given under
       or in connection with such Debenture, as if all


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<PAGE>


       references in the defined terms to the Agreement or other Finance
       Document were a reference to such Debenture or such notice.

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

1.9    APPLICATION OF PROVISIONS IN AGREEMENT
       Clauses 27 (Costs and Expenses), 29.2 (Currency Indemnity), 40 (Remedies
       and Waivers, Partial Invalidity), 41 (Notices) and 45 (Jurisdiction) of
       this Agreement are deemed to form part of each Debenture as if expressly
       incorporated into it and as if all references in such Clauses to the
       Agreement were a reference to each Debenture.

1.10   CLAUSE AND SCHEDULE REFERENCES
       References in this Agreement to any Clause or Schedule shall, save as
       otherwise specified, be to a Clause or Schedule contained in this
       Agreement.

1.11   THIRD PARTY RIGHTS
       1.11.1  Save as provided herein, a person who is not a party to this
               Agreement has no right under the Contracts (Rights of Third
               Parties) Act 1999 to enforce any term of this Agreement.

       1.11.2  Each Additional Finance Provider may enjoy the benefit of, or
               enforce any terms (which shall include any representation or
               warranty made by any party to this Agreement to any Bank on the
               Additional Finance Provider Accession Date relating to such
               Additional Finance Provider) of this Agreement in accordance with
               the Contracts (Rights of Third Parties) Act 1999 which in any way
               relate to it or its accession to this Agreement , including (but
               not limited to), the terms set out in sub-clauses 5.4 and 5.5 of
               Clause 5 (Incremental Facility), sub-clauses 20.1.7 and 20.1.8 of
               Clause 20.1 (Representing Parties) and Clause 20.14 (Full
               Disclosure).


2.     THE FACILITIES

2.1    GRANT OF THE FACILITIES
       Upon the terms and subject to the conditions hereof, the Revolving Banks
       grant to the Borrowers the Revolving Facility and the Term Banks grant to
       the Post-Novation Borrower the Term Facility, in each case, as the same
       may be reduced in accordance with the terms hereof PROVIDED THAT no
       Borrower organised under the laws of any state of the United States of
       America may borrow any amount under the Revolving Facility unless NTL
       Holdings gives its prior written consent to such borrowing.

2.2    PURPOSE PRIOR TO PUSHDOWN
       The Revolving Facility is intended, prior to the Pushdown Date:

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


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<PAGE>


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

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

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

       2.2.5   to finance Asset Adjustment Payments; and

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

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

2.3    PURPOSE AFTER PUSHDOWN
       On and after the Pushdown Date:

       2.3.1   the Revolving Facility is intended to be used by the Borrowers:

               (a)  to finance the working capital requirements of the UK Group;

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

               (c)  to finance Asset Adjustment Payments; and

       2.3.2   the Term Facility is intended to be used by the Post-Novation
               Borrower to refinance amounts outstanding under the Revolving
               Facility.

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

2.5    INITIAL CONDITIONS PRECEDENT
       2.5.1   The conditions precedent to availability of the Revolving
               Facility (being the documents and other evidence listed in Part A
               (Initial Revolving Bank Conditions Precedent) of Schedule 3
               (Conditions Precedent)) have been satisfied.

       2.5.2   Save as the Term Banks may otherwise agree, none of the Term
               Banks shall have any obligation to make the Term Loan available
               until the Term Effective Date has occurred.

2.6    BANKS' OBLIGATIONS SEVERAL
       The obligations of each Bank are several and the failure by a Bank to
       perform its obligations hereunder shall not affect the obligations of an
       Obligor towards any other


                                       77
<PAGE>


       party hereto nor shall any other party be liable for the failure by such
       Bank to perform its obligations hereunder.

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

2.8    ACKNOWLEDGEMENT OF SECOND SECURITY
       The Revolving Banks acknowledge that, notwithstanding that the Security
       covers the Term Loan and the Term Banks, the Term Banks will also be
       taking the security constituted or to be constituted by, or pursuant to,
       the Second Security Documents. Each party hereto undertakes that it will
       not at any time bring any legal action to challenge the validity or
       effectiveness of any of the security purported to be created under or
       pursuant to any Security Document or Second Security Document. Further,
       and for the avoidance of doubt, the Term Banks acknowledge (for the
       purposes of Section 94 of the Law of Property Act, 1925) that,
       notwithstanding the Second Security, all Advances made by the Banks from
       time to time are intended to have the benefit of the Security which ranks
       in priority to the Second Security given in respect of the Term Advances.


3.     UTILISATION OF THE REVOLVING FACILITY

3.1    DRAWDOWN CONDITIONS FOR REVOLVING ADVANCES
       A Revolving Advance will be made by the Revolving Banks to a Borrower if:

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

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

       3.1.3   the proposed amount of such Revolving Advance is (a) if less than
               the Available Revolving Facility an amount or integral multiple
               of Pound Sterling50,000,000 (or such lesser amount as the
               Pre-Novation Borrower and the Agent may agree in respect of a
               Revolving Advance to be utilised to refinance Existing Target
               Indebtedness) or (b) equal to the amount of the Available
               Revolving Facility;

       3.1.4   in respect of any Revolving Advance which:

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

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

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



                                       78
<PAGE>

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

       3.1.6   save for Revolving Advances requested to be made during the
               Certain Funds Period and Rollover Advances, neither of the events
               mentioned in sub-clauses 9.1.1 and 9.1.2 of Clause 9.1 (Market
               Disruption) shall have occurred;

       3.1.7   in respect of any Revolving Advance requested by a Borrower prior
               to the Pushdown Date, the proposed Term of the Revolving Advance
               requested is a period of one, two, three or six months or such
               other period as the Agent (acting on the instructions of all of
               the Revolving Banks) may agree in each case ending on or before
               the estimated Pushdown Date (as from time to time agreed between
               the Agent and the Relevant Obligor) PROVIDED THAT prior to the
               Syndication Date, only periods of one month (or, if less, such
               duration necessary to ensure that such Term shall end on the
               Syndication Date) or such other period as the Pre-Novation
               Borrower and the Agent may agree may be requested;

       3.1.8   in respect of any Revolving Advance requested by a Borrower after
               the Pushdown Date and:

               (a)  prior to any Additional Finance Provider Accession Date, the
                    proposed Term of the Revolving Advance requested shall be a
                    period of one, two, three or six months or such other period
                    as the Agent (acting on the instructions of all Revolving
                    Banks) may agree in each case ending on or before such
                    Additional Finance Provider Accession Date; and

               (b)  after the final Additional Finance Provider Accession Date,
                    the proposed Term of the Revolving Advance requested shall
                    be a period of one, two, three or six months or such other
                    period as the Agent (acting on the instructions of all
                    Revolving Banks) may agree in each case ending on or before
                    the Revolving Termination Date; and

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

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

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

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

3.2    TERMS ENDING ON REVOLVING REDUCTION DATES
       The Borrowers shall ensure that there are sufficient Revolving Advances
       with Terms ending on or before the next succeeding Revolving Reduction
       Date to allow the


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<PAGE>


       reduction in the Revolving Commitments scheduled to take place on that
       Revolving Reduction Date to occur. If the Borrowers have not so ensured
       the Agent may, subject to Clause 28.4 (Break Costs), shorten the Terms of
       one or more Revolving Advances agreed with the Relevant Obligor to so
       ensure.

3.3    EACH REVOLVING BANK'S PARTICIPATION IN REVOLVING ADVANCES Each Revolving
       Bank will participate through its Facility Office in each Revolving
       Advance made pursuant to this Clause 3 in the proportion borne by its
       Available Revolving Commitment to the Available Revolving Facility
       immediately prior to the making of that Revolving Advance.

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


4.     PAYMENT AND CALCULATION OF INTEREST ON REVOLVING ADVANCES

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

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

       4.2.1   the Revolving Margin at such time;

       4.2.2   the Mandatory Cost Rate; and

       4.2.3   LIBOR.

4.3    REVOLVING MARGIN RATCHET
       The Revolving Margin shall:

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

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

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



                                       80
<PAGE>

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


4.4    REVOLVING MARGIN CHANGES
       Any reduction or increase to the Revolving Margin provided for by Clause
       4.3 (Revolving Margin Ratchet) shall take effect in relation to all
       existing Revolving Advances and future Revolving Advances, in each case
       with effect from the date the Agent receives the Parent's Compliance
       Certificate in accordance with Clause 21.4 (Compliance Certificates) for
       its most recent Financial Quarter. Any change in the Revolving Margin
       applicable to an existing Revolving Advance shall only relate to the
       remainder of the current Term of such a Revolving Advance.

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


5.     INCREMENTAL FACILITY

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

5.2    REQUIREMENTS OF INCREMENTAL FACILITY REQUEST
       The Incremental Facility Request shall be in writing and shall specify:

       5.2.1   the proposed amount of the Incremental Facility, which shall not
               exceed Pound Sterling300,000,000 in principal aggregate amount;

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



                                       81
<PAGE>




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

       5.2.4   the other proposed key terms and conditions of the Incremental
               Facility, which (subject to its being priced by reference to
               market conditions on and around the date of delivery of the
               Incremental Facility Request) shall be no more onerous than the
               terms of this Agreement.

5.3    ACKNOWLEDGEMENT BY BANKS
       The Banks consent to the incurrence by the Borrowers of the additional
       indebtedness under the Incremental Facility, which shall rank pari passu
       with indebtedness under the Revolving Facility and the Term Facility.
       Subject to an intercreditor agreement acceptable to all of the Banks
       being entered into between the Banks and the lenders under the
       Incremental Facility, the indebtedness under the Incremental Facility may
       be secured on assets subject to the Security Documents and/or the Second
       Security Documents. The Banks (and/or their designated representatives)
       shall negotiate in good faith with the proposed lenders under the
       Incremental Facility, with a view to such an intercreditor agreement
       being agreed and executed as soon as reasonably practicable. The Banks
       shall have the opportunity, but shall not be obliged, to participate in
       the Incremental Facility and hereby consent to the Incremental Facility
       being offered to persons who are not Banks at the time the Incremental
       Facility Request is delivered by the Parent. The Incremental Facility
       shall be priced by reference to market conditions on and around the date
       of delivery of the Incremental Facility Request, but shall otherwise
       contain terms no more onerous than the terms hereof, as the same shall be
       agreed between the parties hereto and any additional persons who agree to
       participate in the Incremental Facility.

5.4    INCREASE OF THE REVOLVING FACILITY
       5.4.1   Notwithstanding any other provision of this Clause 5, the Banks
               agree that the amount of the Revolving Facility may be increased
               from time to time up to a maximum of Pound Sterling2,720,000,000
               in principal aggregate amount PROVIDED THAT:

               (a)  the increase in the Revolving Facility (the "ADDITIONAL
                    AMOUNT") shall not exceed Pound Sterling220,000,000 in
                    principal aggregate amount or, if the unutilised portion of
                    the Incremental Facility is less than Pound
                    Sterling220,000,000 at any time, the amount of the
                    unutilised portion of the Incremental Facility;

               (b)  the Additional Amount is made available by the Additional
                    Finance Providers only and, prior to the relevant increase
                    in the Revolving Facility, the relevant Additional Finance
                    Provider has acceded to this Agreement in accordance with
                    the provisions of Clause 5.5 (Accession of the Additional
                    Finance Providers); and

               (c)  the Parent has notified the Agent of the date of the
                    proposed accession to this Agreement of the relevant
                    Additional Finance Provider and the amount of such
                    Additional Finance Provider's Revolving Commitment to be
                    specified in the relevant Additional Finance Provider
                    Accession Undertaking at least 5 Business Days prior to the
                    relevant Additional Finance Provider Accession Date.



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<PAGE>


       5.4.2   A Revolving Bank which is an Additional Finance Provider may, in
               its sole discretion, increase the amount of its Revolving
               Commitment by giving the Agent not less than 10 Business Days
               prior written notice to that effect, specifying the proposed
               amount of the increase in its Revolving Commitment and the date
               on which such increase is to take effect, if:

               (a)  the amount of that increase is a minimum amount of Pound
                    Sterling20,000,000 and a whole multiple of Pound
                    Sterling5,000,000;

               (b)  the amount of that increase will not, when aggregated with
                    the Revolving Commitments of the Additional Finance
                    Providers at such time, cause the Additional Amount to
                    exceed Pound Sterling220,000,000 or, if the unutilised
                    portion of the Incremental Facility is less than Pound
                    Sterling220,000,000 at that time, the amount of the
                    unutilised portion of the Incremental Facility;

               (c)  on the date on which that increase is expressed to take
                    effect, no Revolving Advance will be outstanding (excluding,
                    for the avoidance of doubt, any Revolving Advance with a
                    Term which ends or begins on that date); and

               (d)  that Additional Finance Provider has not previously given a
                    notice under this sub-clause,

               and such increase shall take effect as so requested.

5.5    ACCESSION OF ADDITIONAL FINANCE PROVIDERS
       5.5.1   The accession of each Additional Finance Provider shall be
               effected by the delivery to the Agent of a duly completed
               Additional Finance Provider Accession Undertaking. Each of the
               Obligors and NTL CC hereby authorises the Relevant Obligor to
               sign on its behalf, and each Finance Party (other than the Agent)
               hereby authorises the Agent to sign on its behalf, each
               Additional Finance Provider Accession Undertaking.

       5.5.2   No Additional Finance Provider may deliver an Additional Finance
               Provider Accession Undertaking if a Revolving Advance will be
               outstanding on the relevant proposed Additional Finance Provider
               Accession Date (excluding, for the avoidance of doubt, any
               Revolving Advance with a Term which ends or begins on the
               Additional Finance Provider Accession Date).

       5.5.3   With effect from each Additional Finance Provider Accession Date:

               (a)  the Parent, NTL CC and each of the Obligors and the relevant
                    Additional Finance Provider shall assume obligations towards
                    one another and/or acquire rights against one another; and

               (b)  the Agent, the Arrangers, the Banks and such Additional
                    Finance Provider shall acquire the same rights and benefits
                    and assume the same obligations between themselves,



                                       83
<PAGE>

               as they would have acquired and assumed had such Additional
               Finance Provider been an original party hereto as a Revolving
               Bank.

       5.5.4   If all the conditions of this Clause 5.5 (Accession of Additional
               Finance Providers) are satisfied, the relevant Additional Finance
               Provider will become a Revolving Bank on the relevant Additional
               Finance Provider Accession Date with a Revolving Commitment as
               notified to the Agent in its Additional Finance Provider
               Accession Undertaking and the Agent shall promptly notify the
               Relevant Obligor, the relevant Additional Finance Provider and
               each Bank of the same.

5.6    REDUCTION OF INCREMENTAL FACILITY
       The reference to Pound Sterling300,000,000 (as such amount may have been
       reduced by any other utilisation of the Incremental Facility) in
       sub-clause 5.2.1 of Clause 5.2 (Requirements of Incremental Facility
       Request) shall be reduced:

       5.6.1   on each Additional Finance Provider Accession Date, by the amount
               of the Revolving Commitment of the Additional Finance Provider
               which becomes a party hereto on such date; and

       5.6.2   on the date specified in any notice delivered by an Additional
               Finance Provider pursuant to sub-clause 5.4.2 of Clause 5.4
               (Increase of the Revolving Facility) (which notice complies with
               the conditions specified in such sub-clause 5.4.2), by the amount
               of the increase in the Revolving Commitment specified in such
               notice.

5.7    INCREMENTAL FACILITY BALANCE
       Following the accession of all the Additional Finance Providers to this
       Agreement in accordance with Clause 5.5 (Accession of the Additional
       Finance Providers) or receipt by the Agent of a notice from the Parent
       advising that (i) no further Additional Finance Provider will become a
       party to this Agreement and/or (ii) no Additional Finance Provider will
       increase its Commitment under sub-clause 5.4.2, the parties hereto agree
       that Clause 5 (Incremental Facility), except for this Clause 5.7 and
       sub-clause 5.4.2 of Clause 5.4 (Increase of the Revolving Facility),
       shall cease to have effect, save that the balance of the Incremental
       Facility referred to in sub-clause 5.2.1 of Clause 5.2 (Requirements of
       Incremental Facility Request) as reduced pursuant to Clause 5.6
       (Reduction of Incremental Facility) (the "INCREMENTAL FACILITY BALANCE")
       shall remain available for utilisation by the UK Group PROVIDED THAT:

       (a)     no Event of Default or Potential Event of Default has occurred
               and is continuing;

       (b)     the Parent supplies the Agent with a certificate stating that the
               Incremental Facility Balance will be made available by a third
               party on terms which are no more onerous (save as to pricing)
               than the terms hereof;

       (c)     each Bank is supplied with a draft of the credit agreement under
               which the Incremental Facility Balance is to be made available
               and the terms of such credit agreement are acceptable to an
               Instructing Group; and



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<PAGE>

       (d)     such third party enters into an intercreditor agreement
               acceptable to an Instructing Group and the execution of such
               intercreditor agreement shall be a condition precedent to the
               Incremental Facility Balance being made available.


6.     UTILISATION OF THE TERM FACILITY

6.1    DRAWDOWN CONDITIONS FOR THE TERM ADVANCE
       A single Term Advance will be made by the Term Banks to the Post-Novation
       Borrower if:

       6.1.1   during the Notice Period, the Agent has received a completed
               Notice of Drawdown for the entire amount of the Term Facility;

       6.1.2   the proposed date for the making of such Term Advance is a
               Business Day within the Term Availability Period;

       6.1.3   the interest rate applicable to such Term Advance during its
               first Interest Period would not fall to be determined pursuant to
               Clause 9.1 (Market Disruption); and

       6.1.4   on and as of the proposed date for the making of such Term
               Advance (a) no Event of Default or Potential Event of Default is
               continuing, (b) the representations and warranties made pursuant
               to sub-clause 20.1.6 of Clause 20.1 (Representing Parties) are
               true in all material respects and (c) the Agent has given a
               notification pursuant to sub-clause 2.5.2 of Clause 2.5 (Initial
               Conditions Precedent).

6.2    EACH TERM BANK'S PARTICIPATION IN THE TERM ADVANCE
       Each Term Bank will participate through its Facility Office in the Term
       Advance made pursuant to Clause 6.1 (Drawdown Conditions for the Term
       Advance) in the proportion borne by its Term Commitment to the Term
       Facility immediately prior to the making of the Term Advance.

6.3    REDUCTION OF TERM COMMITMENT
       The undrawn Term Commitment of each Term Bank shall, at the close of
       business on the last day of the Term Availability Period, be cancelled
       and each Term Bank's Term Commitment shall be reduced accordingly.


7.     INTEREST PERIODS FOR TERM ADVANCES

7.1    INTEREST PERIODS
       The period for which a Term Advance is outstanding shall be divided into
       successive periods (each an "INTEREST PERIOD") each of which (other than
       the first, which shall begin on the day the Term Advance is made) shall
       start on the last day of the preceding Interest Period.

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



                                       85
<PAGE>

       7.2.1   if the Post-Novation Borrower fails to give such notice of its
               selection in relation to an Interest Period, the duration of that
               Interest Period shall, subject to sub-clause 7.2.2 of this Clause
               7.2, be one month;

       7.2.2   in respect of a Term Advance which, after taking into account
               other Term Advances with Interest Periods ending on or before a
               given Term Repayment Date, needs to be applied in whole or in
               part in a repayment of the Term Loan on such Term Repayment Date
               in accordance with Clause 12.1 (Term Repayment Instalments), an
               Interest Period which would otherwise end during the month
               preceding, or extend beyond, that Term Repayment Date shall be of
               such duration that it shall end on that Term Repayment Date.

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

7.4    DIVISION OF TERM ADVANCES
       The Post-Novation Borrower may, by not less than five Business Days'
       prior notice (or such shorter notice period as all the Term Banks may
       agree) to the Agent, direct that a Term Advance shall, at the beginning
       of any Interest Period relating thereto, be divided into (and thereafter,
       save as otherwise provided herein, treated in all respects as) two or
       more Term Advances in such amounts (in aggregate, equalling the amount of
       the Term Advance being so divided) as shall be specified by the
       Post-Novation Borrower in such notice, PROVIDED THAT the Post-Novation
       Borrower shall not be entitled to make such a direction if any Term
       Advance thereby coming into existence would be of an amount less than
       Pound Sterling50,000,000.


8.     PAYMENT AND CALCULATION OF INTEREST ON TERM ADVANCES

8.1    PAYMENT OF INTEREST
       On the last day of each Interest Period (and, if such Interest Period
       exceeds six months, on the expiry of each period of six months during
       such Interest Period), the Post-Novation Borrower shall pay accrued
       interest on the Term Advance to which such Interest Period relates.

8.2    CALCULATION OF INTEREST
       The rate of interest applicable to a Term Advance from time to time
       during an Interest Period relating thereto shall be the rate per annum
       which is the sum of:

       (a)     the Term Margin;

       (b)     the Mandatory Cost Rate; and

       (c)     LIBOR.



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<PAGE>

9.     MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

9.1    MARKET DISRUPTION
       If:

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

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

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

       then the Agent shall notify the Relevant Obligor, the relevant Borrower
       and the Revolving Banks or, as the case may be, the Term Banks of such
       event and, notwithstanding anything to the contrary in this Agreement,
       Clause 9.2 (Substitute Interest Rate and Substitute Term or Interest
       Period) shall apply to such Advance (if it is a Rollover Advance or a
       Term Advance that is already outstanding). If any of sub-clauses 9.1.1,
       9.1.2 or 9.1.3 of this Clause 9.1 applies to a proposed Advance (other
       than a Rollover Advance), such Advance shall not be made or permitted.

9.2    SUBSTITUTE INTEREST RATE AND SUBSTITUTE TERM OR INTEREST PERIOD
       If sub-clause 9.1.1 of Clause 9.1 (Market Disruption) applies to an
       Advance, the duration of the relevant Term or Interest Period shall be
       one month or, if less, such that it shall end on the earlier of the next
       succeeding Additional Finance Provider Accession Date (if any), the next
       succeeding Revolving Reduction Date or the Revolving Termination Date (in
       the case of a Rollover Advance) or the next succeeding Term Repayment
       Date (in the case of a Term Advance). If any of sub-clauses 9.1.1, 9.1.2
       or 9.1.3 of Clause 9.1 (Market Disruption) applies to an Advance, the
       rate of interest applicable to each Revolving Bank's or, as the case may
       be, each Term Bank's portion of such Advance during the relevant Term or
       Interest Period shall (subject to any agreement reached pursuant to
       Clause 9.3 (Alternative Rate)) be the rate per annum which is the sum of:

       9.2.1   the Revolving Margin at such time or, as the case may be, the
               Term Margin;

       9.2.2   the Mandatory Cost Rate; and

       9.2.3   the rate per annum notified to the Agent by such Revolving Bank
               or such Term Bank before the last day of such Term or Interest
               Period to be that which



                                       87
<PAGE>

               expresses as a percentage rate per annum the cost to such
               Revolving Bank or Term Bank of funding from whatever sources it
               may reasonably select its portion of such Advance during such
               Term or Interest Period.

9.3    ALTERNATIVE RATE
       If any of those events mentioned in sub-clauses 9.1.1, 9.1.2 and 9.1.3 of
       Clause 9.1 (Market Disruption) occurs in relation to an Advance, then if
       the Agent or the Relevant Obligor so requires, the Agent and the Relevant
       Obligor shall enter into negotiations with a view to agreeing a
       substitute basis (i) for determining the rates of interest from time to
       time applicable to the relevant Advances and/or (ii) upon which the
       relevant Advances may be maintained (whether in sterling or some other
       currency) thereafter and any such substitute basis that is agreed shall
       take effect in accordance with its terms and be binding on each party
       hereto, PROVIDED THAT the Agent may not agree any such substitute basis
       without the prior consent of each Bank (which is not to be unreasonably
       withheld).


10.    NOTIFICATION

10.1   ADVANCES
       The Agent shall, promptly upon its receipt of a Notice of Drawdown,
       notify each Revolving Bank or, as the case may be, each Term Bank of:

       10.1.1  if applicable, the name of the Borrower;

       10.1.2  the proposed amount of the relevant Advance;

       10.1.3  the proposed length of the relevant Term or Interest Period; and

       10.1.4  the aggregate principal amount of the relevant Advance allocated
               to such Bank pursuant to Clause 3.3 (Each Revolving Bank's
               Participation in Revolving Advances) or Clause 6.2 (Each Term
               Bank's Participation in Term Advances).

10.2   INTEREST RATE DETERMINATION
       The Agent shall promptly notify the relevant Borrower and the Revolving
       Banks or, as the case may be, the Term Banks of each determination of
       LIBOR, the Mandatory Cost Rate, and (in the case of the Revolving Banks)
       of each determination of the Revolving Margin.

10.3   CHANGES TO ADVANCES OR INTEREST RATES
       The Agent shall promptly notify the relevant Borrower and the Revolving
       Banks or, as the case may be, the Term Banks of any change to (a) the
       proposed length of a Term or Interest Period or (b) any interest rate
       occasioned by the operation of Clause 9 (Market Disruption and
       Alternative Interest Rates).


11.    REPAYMENT AND REDUCTION OF THE REVOLVING FACILITY

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



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<PAGE>


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


<TABLE>
<CAPTION>
             ------------------------------------------------------------------
             REVOLVING REDUCTION DATE                REVOLVING REDUCTION
                                                          INSTALMENT
                                                       (POUND STERLING)
             ------------------------------------------------------------------
             <S>                                     <C>
             30 June 2004                                 30,000,000
             ------------------------------------------------------------------
             30 September 2004                            30,000,000
             ------------------------------------------------------------------
             31 December 2004                             30,000,000
             ------------------------------------------------------------------
             31 March 2005                                100,000,000
             ------------------------------------------------------------------
             30 June 2005                                 100,000,000
             ------------------------------------------------------------------
</TABLE>


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

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

       11.2.4  If any Borrower cancels the whole or any part of the Revolving
               Commitments in accordance with Clause 13.1 (Cancellation of the
               Revolving Facility) or if the Available Revolving Commitment of
               any Revolving Bank is reduced under sub-clause 13.4.4 of Clause
               13.4 (Prepayment of the Term Loan), Clause 13.7 (No Further
               Advances), Clause 14.7 (Application of Proceeds) or Clause 18
               (Illegality) then the amount of the Revolving Reduction
               Instalment for each Revolving Reduction Date falling after that
               cancellation or reduction will reduce pro rata by the amount
               cancelled.


12.    REPAYMENT OF THE TERM FACILITY

12.1   TERM REPAYMENT INSTALMENTS
       The Post-Novation Borrower shall repay the Term Loan in instalments on
       each Term Repayment Date by repaying an amount equal to the percentage
       (the "REPAYMENT INSTALMENT"), set opposite that Term Repayment Date in
       the table below, of the Term Loan as at the close of business in London
       on the last day of the Term Availability Period.

<TABLE>
<CAPTION>
      -------------------------------------------------------------------------
      TERM REPAYMENT DATE                                  REPAYMENT INSTALMENT
      -------------------------------------------------------------------------
      <S>                                                  <C>
      30 June 2006                                                   2.5%
      -------------------------------------------------------------------------
      30 September 2006                                              2.5%
      -------------------------------------------------------------------------
      31 December 2006                                               5.0%
      -------------------------------------------------------------------------
      31 March 2007                                                  5.0%
      -------------------------------------------------------------------------
</TABLE>



                                       89
<PAGE>

<TABLE>
      <S>                                                <C>
      -------------------------------------------------------------------------
      30 June 2007                                                 5.0%
      -------------------------------------------------------------------------
      30 September 2007                                            5.0%
      -------------------------------------------------------------------------
      31 December 2007                                             5.0%
      -------------------------------------------------------------------------
      31 March 2008                                               70.0%

                                                           or, if different, the
                                                           entire unpaid balance
                                                                of the Term Loan
      -------------------------------------------------------------------------
</TABLE>


12.2   SELECTION OF TERM ADVANCES
       If, in relation to a Term Repayment Date, the aggregate amount of the
       Term Advances exceeds the amount of the Term Loan to be repaid, the
       Post-Novation Borrower may, by not less than five Business Days' prior
       notice (or such shorter notice period as all the Term Banks may agree) to
       the Agent, select which of those Term Advances will be wholly or
       partially repaid, PROVIDED THAT:

       12.2.1  the Post-Novation Borrower may not make any such selection if, as
               a result, more than one such Term Advance would fall to be
               partially repaid; and

       12.2.2  if the Post-Novation Borrower fails to give such notice, the
               Agent shall select the Term Advances to be wholly or partially
               repaid.


13.    CANCELLATION AND PREPAYMENT

13.1   CANCELLATION OF THE REVOLVING FACILITY
       The Relevant Obligor may, by giving to the Agent not less than five
       Business Days' prior written notice to that effect, cancel the whole or
       any part (being a minimum amount of Pound Sterling 50,000,000 and an
       integral multiple of Pound Sterling 10,000,000) of the Available
       Revolving Facility. Any such cancellation shall reduce the Available
       Revolving Commitment and Revolving Commitment of each Revolving Bank
       rateably. Any amount so cancelled under this Clause 13.1 may not be
       reborrowed.

13.2   PREPAYMENT OF THE REVOLVING FACILITY
       Subject to the provisions of Clause 28.4 (Break Costs), a Borrower to
       which a Revolving Advance has been made may, by giving to the Agent not
       less than five Business Days' prior written notice to that effect, prepay
       the whole or any part of a Revolving Advance (being a minimum amount of
       Pound Sterling 50,000,000 and an integral multiple of Pound
       Sterling 10,000,000).

13.3   NO CANCELLATION OF THE TERM FACILITY
       The Post-Novation Borrower may not cancel the whole or any part of the
       Term Facility during the Term Availability Period.

13.4   PREPAYMENT OF THE TERM LOAN
               13.4.1 Subject to sub-clause 13.4.2, the Post-Novation Borrower
               may, by giving to the Agent not less than five Business Days'
               prior notice (or such shorter notice period as the Term Banks may
               agree) to that effect, prepay the whole or any part of the Term
               Loan (being a minimum amount of Pound Sterling 50,000,000 and an


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<PAGE>

               integralmultiple of Pound Sterling10,000,000). Any prepayment so
               made shall satisfy pro tanto the Post-Novation Borrower's
               obligations under Clause 12.1 (Term Repayment Instalments) and
               shall be applied rateably to the instalments provided for
               therein.

       13.4.2  If any Term Bank receives any prepayment under sub-clause 13.4.1
               above, the Post-Novation Borrower shall also, in addition to any
               amount payable under Clause 28.4 (Break Costs), pay to the Agent
               for the account of the Term Banks the applicable Term Prepayment
               Amount. No Term Prepayment Amount shall be payable in respect of
               a prepayment required by the Banks (or such of the Banks as may
               be relevant in accordance with Clause 43 (Amendments)) as a
               condition to any consent, amendment or waiver given under the
               Finance Documents.

       13.4.3  Subject to this Clause 13.4 and whilst the Revolving Facility
               subsists, a prepayment may only be made under the Term Facility
               (a "TERM FACILITY PREPAYMENT") if a contemporaneous prepayment is
               made under the Revolving Facility (a "REVOLVING FACILITY
               PREPAYMENT") (in accordance with Clause 13.2 (Prepayment of the
               Revolving Facility) and the amount of the Revolving Facility
               Prepayment bears the same proportion to the sum of the Term
               Facility Prepayment and the Revolving Facility Prepayment as the
               Total Revolving Commitments bears to the Total Commitments at
               that time.

       13.4.4  If, on the day on which the Term Facility Prepayment and the
               Revolving Facility Prepayment are due to be made, the amount of
               the Revolving Facility Prepayment determined under Clause 13.4.3
               exceeds the Revolving Loan, the Revolving Loan shall be prepaid
               in full and the Available Revolving Facility shall be reduced by
               an amount equal to the difference between the Revolving Facility
               Prepayment and the Revolving Loan. Any such cancellation shall
               reduce the Available Revolving Commitment and Revolving
               Commitment of each Revolving Bank rateably. Any amount so prepaid
               or cancelled under this Clause 13.4 may not be reborrowed.

13.5   NOTICE OF CANCELLATION OR PREPAYMENT
       Any notice of cancellation or prepayment given by the Relevant Obligor or
       a Borrower pursuant to this Clause 13 shall be irrevocable, shall specify
       the date upon which such cancellation or prepayment is to be made and the
       amount of such cancellation or prepayment and, in the case of a notice of
       prepayment, shall oblige the relevant Borrower to make such prepayment on
       such date.

13.6   REPAYMENT OF A BANK'S SHARE OF LOAN
       If:

       13.6.1  any sum payable to any Bank by an Obligor is required to be
               increased pursuant to Clause 15.1 (Tax Gross-up); or

       13.6.2  any Bank claims indemnification from an Obligor under Clause 15.2
               (Tax Indemnity), the Agent claims indemnification from an Obligor
               under Clause 15.2 (Tax Indemnity) in respect of a payment
               received by it and paid by it to a


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<PAGE>

               Bank under the Finance Documents, or any Bank claims
               indemnification from a Borrower under Clause 17.1 (Increased
               Costs),

       the Relevant Obligor may, whilst such circumstance continues, give the
       Agent at least five Business Days' prior written notice (which notice
       shall be irrevocable) of its intention to procure the repayment of such
       Bank's share of the Loan. On the last day of each then current Term or
       Interest Period, or at any other time subject to the provisions of Clause
       28.4 (Break Costs), each Borrower to which an Advance has been made shall
       repay such Bank's portion of the Advance to which such Term or Interest
       Period relates. Any repayment of a Term Advance under this Clause 13.6
       shall reduce rateably the remaining obligations of the Post-Novation
       Borrower under Clause 12.1 (Term Repayment Instalments).

13.7   NO FURTHER ADVANCES
       A Bank for whose account a repayment is to be made under Clause 13.6
       (Repayment of a Bank's Share of Loan) shall not be obliged to participate
       in the making of Advances on or after the date upon which the Agent
       receives the Relevant Obligor's notice of its intention to procure the
       repayment of such Bank's share of the Loan, and such Bank's Available
       Commitment shall be reduced to zero.

13.8   NO OTHER REPAYMENTS
       No Borrower shall repay all or any part of the Loan except at the times
       and in the manner expressly provided for in this Agreement.


14.    MANDATORY PREPAYMENT

14.1   MANDATORY PREPAYMENT FROM EXCESS CASH FLOW
       The Parent shall ensure that within ten Business Days of delivery of the
       most recent financial statements of the UK Group pursuant to Clause 21.1
       (Annual Statements), commencing with the financial statements delivered
       in respect of the financial year ending 31 December 2003, 50 per cent. of
       Excess Cash Flow for the financial year to which such financial
       statements relate is applied in cancellation and repayment of the Loan in
       accordance with Clause 14.7 (Application of Proceeds).

14.2   MANDATORY PREPAYMENT FROM ASSET DISPOSALS
       Prior to the Pushdown Date, the CWC Parent and the Pre-Novation Borrower
       and, after the Pushdown Date, the Parent shall ensure that the net
       proceeds of any disposal falling within paragraph (g)(A) of the
       definition of Permitted Disposals of any asset by any member of the
       Target Group or, after the Pushdown Date, any member of the UK Group, are
       applied in cancellation and repayment of the Loan in accordance with
       Clause 14.7 (Application of Proceeds) unless the relevant member of the
       Target Group or, as the case may be, the UK Group can show to the
       satisfaction of the Agent (acting reasonably) that:

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



                                       92

<PAGE>

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

       14.2.3  the net disposal proceeds, when aggregated with the net disposal
               proceeds received by members of the Target Group and, after the
               Pushdown Date, the UK Group in respect of disposals falling
               within paragraph (g)(A) of the definition of Permitted Disposals
               made in the immediately preceding twelve calendar month period
               (excluding the proceeds from disposals falling within sub-clauses
               14.2.1 or 14.2.2 above), does not exceed Pound Sterling10,000,000
               or its equivalent.

       In the case of sub-clause 14.2.1 only, the net disposal proceeds referred
       to therein will be deposited in the Prepayment Escrow Account and the
       relevant member of the Target Group or, as the case may be, the UK Group
       shall be entitled, during the 365 day period, to withdraw (or, as the
       case may be, require the Parent, the CWC Parent or the Pre-Novation
       Borrower to withdraw) sums from such account only to the extent that it
       is able reasonably to demonstrate that such sums will be reinvested or
       applied in accordance with the provisions of sub-clause 14.2.1. Any
       amounts not reinvested as specified in sub-clause 14.2.1 during the 365
       day period specified therein shall thereafter be applied in repayment of
       the Loan in accordance with Clause 14.7 (Application of Proceeds).

14.3   MANDATORY PREPAYMENT FROM INSURANCE PROCEEDS

       Prior to the Pushdown Date, the CWC Parent and the Pre-Novation Borrower
       and, after the Pushdown Date, the Parent shall ensure that Insurance
       Proceeds received by any member of the Target Group or, after the
       Pushdown Date, any member of the UK Group, above an aggregate minimum
       threshold of Insurance Proceeds of Pound Sterling10,000,000 (the "MINIMUM
       THRESHOLD"), are paid to the Agent and applied in repayment of the Loan
       in accordance with Clause 14.7 (Application of Proceeds), unless the
       Insurance Proceeds received above the Minimum Threshold are:

       14.3.1  promptly upon receipt deposited in the Prepayment Escrow Account
               in accordance with the provisions of Clause 14.4 (Payment of
               Insurance Proceeds into Escrow Account); and

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

14.4   PAYMENT OF INSURANCE PROCEEDS INTO PREPAYMENT ESCROW ACCOUNT Prior to the
       Pushdown Date, the CWC Parent and the Pre-Novation Borrower and, after
       the Pushdown Date, the Parent shall ensure that any Insurance Proceeds to
       be applied in accordance with sub-clause 14.3.2 of Clause 14.3 (Mandatory
       Prepayment from Insurance Proceeds) are deposited in the Prepayment
       Escrow Account. The relevant member of the Target Group or, as the case
       may be, the UK Group that received the


                                       93
<PAGE>

       Insurance Proceeds shall be entitled, during the period of 365 days from
       its receipt of the Insurance Proceeds, to withdraw sums from the
       Prepayment Escrow Account only to the extent that it is able to
       reasonably demonstrate that such sums will be applied towards the
       replacement, reinstatement and/or repair of the assets and/or the
       satisfaction of business interruption losses in respect of which the
       relevant insurance claim was made (or to refinance any expenditure
       incurred in the replacement, reinstatement and/or repair of such assets
       and/or the satisfaction of business interruption losses). Any sums not so
       withdrawn during such 365 day period shall thereafter be paid to the
       Agent and applied in repayment of the Loan in accordance with Clause 14.7
       (Application of Proceeds).

14.5   MANDATORY PREPAYMENT FROM DEBT AND EQUITY

       Sub-clause 23.22.3 of Clause 23.22 (Mandatory Contribution) obliges NTL
       CC to ensure that 75 per cent. of the aggregate amount of the net cash
       proceeds of any equity or Financial Indebtedness raised by any member of
       the Covenant Group after 31 December 2003 (other than the proceeds of
       relevant Excluded Contributions) is contributed to the members of the UK
       Group (other than the Parent). NTL CC shall ensure that 50 per cent. of
       the aggregate amount of the net cash proceeds of any equity or Financial
       Indebtedness raised by members of the Covenant Group at any time after 31
       December 2003 (other than the proceeds of relevant Excluded
       Contributions), (such an amount being 662/3 per cent. of the amount
       contributed to the UK Group (other than the Parent) in accordance with
       sub-clause 23.22.3 of Clause 23.22 (Mandatory Contribution)) is deposited
       in the Prepayment Escrow Account and applied in cancellation and
       repayment of the Loan in accordance with Clause 14.7 (Application of
       Proceeds).

14.6   MANDATORY PREPAYMENT FROM FORCED DRAW PROCEEDS

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

       14.6.1  the Agent shall notify the Parent that the Banks require all (or
               such lesser amount as specified by an Instructing Group) of the
               proceeds of that Forced Draw to be deposited in the Prepayment
               Escrow Account and applied in repayment of the Loan in accordance
               with Clause 14.7 (Application of Proceeds);

       14.6.2  the Parent shall, upon receipt of the proceeds of that Forced
               Draw and to the extent specified in the notice received by it
               pursuant to sub-clause 14.6.1 above, deposit such proceeds in the
               Prepayment Escrow Account for application in repayment of the
               Loan in accordance with Clause 14.7 (Application of Proceeds);
               and

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


                                       94
<PAGE>

14.7   APPLICATION OF PROCEEDS

       14.7.1  Any amounts paid to the Agent in accordance with Clause 14.1
               (Mandatory Prepayment from Excess Cash Flow) to Clause 14.6
               (Mandatory Prepayment from Forced Draw Proceeds) (each, a
               "RELEVANT AMOUNT") shall:

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

               (b)  if no such right of withdrawal is available, if it has
                    ceased to be available or if the Relevant Obligor so
                    instructs the Agent, be retained in the Prepayment Escrow
                    Account for application on one or more Repayment Dates, or
                    as the case may be, the last day of one or more Interest
                    Periods, until such time as such amounts have been applied
                    in full in repayment of the Loan in accordance with this
                    Clause 14.7.

       14.7.2  Any Relevant Amounts shall, when required to be applied in
               repayment of the Loan in accordance with this Clause 14.7 (and
               then on the dates indicated in sub-clause 14.7.1 above), be
               applied as follows:

               (a)  in prepayment and cancellation of the Revolving Loan by that
                    portion of the Relevant Amount equal to the proportion which
                    the Total Revolving Commitments bear to the Total
                    Commitments (such portion of the Relevant Amount being
                    hereinafter referred to as the "REVOLVING RELEVANT AMOUNT")
                    PROVIDED THAT the Parent may, if this would not give rise to
                    an obligation under the terms of any indebtedness of any
                    member of the Group to apply any such amount in repayment
                    of, or to the offer to repurchase, such indebtedness (a
                    "MANDATORY REPURCHASE OBLIGATION"), apply an amount equal to
                    the amount by which the Revolving Relevant Amount exceeds
                    the Revolving Loan in payment to the relevant member of the
                    UK Group (with a corresponding cancellation of the Available
                    Revolving Facility in an amount equal to the amount of such
                    payment), and for these purposes, if not to do so would give
                    rise to a Mandatory Repurchase Obligation, the Parent shall
                    ensure that on the date on which the Revolving Relevant
                    Amount is due to be applied in accordance with this
                    sub-clause 14.7.2, the amount of the Revolving Loan shall be
                    at least equal to the Relevant Revolving Amount; and

               (b)  in prepayment of the Term Loan by that portion of the
                    Relevant Amount equal to the proportion which the Total Term
                    Commitments bears to the Total Commitments.

       14.7.3      (i) Unless this would give rise to a Mandatory Repurchase
                   Obligation, a Term Bank may, at its option, elect to waive
                   receipt of its portion of a Relevant Amount, in which case
                   such amount shall be applied to reduce the Revolving Loan in
                   accordance with paragraph (a) of sub-clause 14.7.2.

                   (ii) Any prepayment of the Term Loan made pursuant to this
                   Clause 14.7 shall satisfy pro tanto the Post-Novation
                   Borrower's obligations under Clause


                                       95
<PAGE>

                   12.1 (Term Repayment Instalments) and shall be applied
                   rateably to the instalments provided for therein.

       14.7.4  Any amount of the Loan repaid in accordance with this Clause 14.7
               may not be reborrowed. Any cancellation of the Available
               Revolving Facility in accordance with this Clause 14.7 shall
               reduce the Revolving Commitment of each Revolving Bank rateably
               and the amount so cancelled may not be reborrowed.

14.8   MANDATORY PREPAYMENT DUE TO CHANGE IN CONTROL

       14.8.1  If after the date hereof:

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

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

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

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

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

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

       14.8.2  For the purpose of this Clause 14.8:

               "CONTROL" means:

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

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

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

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


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

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

       14.8.3  This Clause 14.8 will not apply, and the Available Commitments
               will not be cancelled, and the Loan will not become due and
               payable in the event that:

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

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

14.9   MANDATORY PREPAYMENT DUE TO PUSHDOWN DATE

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


15.    TAXES

15.1   TAX GROSS-UP

       All payments to be made by an Obligor to any Finance Party under the
       Finance Documents shall be made free and clear of and without deduction
       for or on account of tax unless such Obligor is required by law to make
       such a payment subject to the deduction or withholding of tax, in which
       case the sum payable by such Obligor (in respect of which such deduction
       or withholding is required to be made) shall, subject to Clause 15.4
       (Excluded Claims), be increased to the extent necessary to ensure that
       such Finance Party receives a sum net of any deduction or withholding
       equal to the sum which it would have received had no such deduction or
       withholding been made or required to be made.

15.2   TAX INDEMNITY

       Without prejudice to Clause 15.1 (Tax Gross-up), if the Agent or (as a
       result of the introduction of, or change in or in the interpretation,
       administration or application of, any law or regulation or order or
       governmental rule or double taxation agreement or any published practice
       or concession of any relevant taxing authority after the date hereof) any
       Bank (a) is required to make any payment of or on account of tax on or in
       relation to any sum received or receivable under the Finance Documents
       (including any sum deemed for purposes of tax to be received or
       receivable by such Finance Party, whether or not actually received or
       receivable) or (b) has any liability in respect of any such payment
       asserted, imposed, levied or assessed against it, the relevant Obligor
       shall, within five Business Days of demand by the Agent, promptly
       indemnify the Agent or


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       Bank which suffers a loss or liability as a result against such payment
       or liability, together with any interest, penalties, costs and expenses
       payable or incurred in connection therewith, PROVIDED THAT this Clause
       15.2 shall not apply to:

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

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

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

15.3   CLAIMS BY BANKS AND THE AGENT

       A Bank intending to make a claim pursuant to Clause 15.2 (Tax Indemnity)
       shall notify the Agent of the event giving rise to the claim, whereupon
       the Agent shall notify the Relevant Obligor and the Borrowers thereof. If
       the Agent intends to make a claim pursuant to Clause 15.2 (Tax Indemnity)
       it shall notify the Relevant Obligor and the Borrowers of the event
       giving rise to the claim.

15.4   EXCLUDED CLAIMS

       If any Finance Party is not or ceases to be a Qualifying Lender, no
       Obligor shall be liable to pay to that Finance Party under Clause 15.1
       (Tax Gross-Up) any amount in respect of taxes levied or imposed in excess
       of the amount it would have been obliged to pay if that Finance Party had
       been or had not ceased to be a Qualifying Lender PROVIDED THAT this
       Clause 15.4 shall not apply (and each Obligor shall be obliged to comply
       with its obligations under Clause 15.1 (Tax Gross-Up)) if:

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

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

15.5   TREATY LENDERS

       A Treaty Lender and each Obligor which makes a payment to which that
       Treaty Lender is entitled shall co-operate in completing any procedural
       formalities necessary for that


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       Obligor to obtain authorisation to make that payment without a deduction
       or withholding for or on account of tax. If an Obligor is able to
       demonstrate that a deduction or withholding for or on account of tax is
       required to be made by it as a result of a Treaty Lender's failure to so
       co-operate, such an Obligor shall not be liable to pay any increased
       amount under Clause 15.1 (Tax Gross-Up) as a result of such a deduction
       or withholding.

15.6   NOTIFICATION OF STATUS

       Each Bank shall notify the Agent if it is not a Qualifying Lender at the
       time it becomes a Bank hereunder or, if it is then a Qualifying Lender,
       shall promptly notify the Agent if at any time thereafter it ceases to be
       a Qualifying Lender. The Agent shall promptly notify the Relevant Obligor
       of any notices it receives under this Clause 15.6 and if it ceases to be
       a Qualifying Lender.


16.    TAX RECEIPTS

16.1   NOTIFICATION OF REQUIREMENT TO DEDUCT TAX

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

16.2   EVIDENCE OF PAYMENT OF TAX

       If an Obligor makes any payment under the Finance Documents in respect of
       which it is required to make any deduction or withholding, it shall pay
       the full amount required to be deducted or withheld to the relevant
       taxation or other authority within the time allowed for such payment
       under applicable law and shall request and, within thirty days of it
       receiving the same, deliver to the Agent for each relevant Bank an
       original receipt (or a certified copy thereof) issued by such authority
       evidencing the payment to such authority of all amounts so required to be
       deducted or withheld in respect of that Bank's share of such payment.

16.3   TAX CREDIT PAYMENT

       If an additional payment is made under Clause 15 (Taxes) by an Obligor
       for the benefit of any Finance Party and such Finance Party, in its sole
       discretion, determines that it has obtained (and has derived full use and
       benefit from) a credit against, a relief or remission for, or repayment
       of, any tax, then, if and to the extent that such Finance Party, in its
       sole opinion, determines that such credit, relief, remission or repayment
       is in respect of or calculated with reference to or otherwise relates to
       the additional payment made pursuant to Clause 15 (Taxes), such Finance
       Party shall, to the extent that it can do so without prejudice to the
       retention of the amount of such credit, relief, remission or repayment,
       pay to such Obligor such amount as such Finance Party shall, in its sole
       opinion, determine to be the amount which will leave such Finance Party
       (after such payment) in no worse after-tax position than it would have
       been in had the additional payment in question not been required to be
       made by such Obligor.


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16.4   TAX CREDIT CLAWBACK

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

16.5   TAX AND OTHER AFFAIRS

       No provision of this Agreement shall interfere with the right of any
       Finance Party to arrange its tax or any other affairs in whatever manner
       it thinks fit, oblige any Finance Party to claim any credit, relief,
       remission or repayment in respect of any payment under Clause 15 (Taxes)
       in priority to any other credit, relief, remission or repayment available
       to it nor oblige any Finance Party to disclose any information relating
       to its tax or other affairs or any computations in respect thereof.


17.    INCREASED COSTS

17.1   INCREASED COSTS

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

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

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

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

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


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17.2   INCREASED COSTS CLAIMS

       A Bank intending to make a claim pursuant to Clause 17.1 (Increased
       Costs) shall notify the Agent of the event giving rise to such claim,
       whereupon the Agent shall notify the Relevant Obligor thereof.

17.3   EXCLUSIONS

       Notwithstanding the foregoing provisions of this Clause 17, no Bank shall
       be entitled to make any claim under this Clause 17 in respect of any
       reduction in the rate of return on capital, cost or increased cost:

       17.3.1  attributable to a deduction or withholding for or on account of
               tax from a payment under a Finance Document required by law to be
               made by an Obligor and compensated for pursuant to the provisions
               of Clause 15.1 (Tax Gross-Up) (or would have been compensated for
               under Clause 15.1 (Tax Gross-Up) but was not so compensated
               solely because of Clause 15.4 (Excluded Claims) or Clause 15.5
               (Treaty Lenders));

       17.3.2  compensated by Clause 15.2 (Tax Indemnity) (or would have been
               compensated for under Clause 15.2 (Tax Indemnity) but was not so
               compensated solely because of one of the exclusions set out in
               sub-clauses 15.2.1 to 15.2.3 of Clause 15.2 (Tax Indemnity));

       17.3.3  compensated by the Mandatory Cost Rate; or

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


18.    ILLEGALITY

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

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

       18.1.2  if the Agent on behalf of such Bank so requires, each Borrower
               which has drawn an Advance shall no later than the last day
               permitted by law repay such Bank's share of any outstanding
               Advances together with accrued interest thereon and all other
               amounts owing to such Bank under the Finance Documents and any
               repayment of Term Advances so made shall reduce rateably the
               remaining obligations of the Post-Novation Borrower under Clause
               12.1 (Term Repayment Instalments).

19.    MITIGATION

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


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       19.1.1  an increase in any sum payable to it or for its account pursuant
               to Clause 15.1 (Tax Gross-up);

       19.1.2  a claim for indemnification pursuant to Clause 15.2 (Tax
               Indemnity) or Clause 17.1 (Increased Costs); or

       19.1.3  the reduction of its Available Commitment to zero or any
               repayment to be made pursuant to Clause 18 (Illegality),

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


20.    REPRESENTATIONS

20.1   REPRESENTING PARTIES

       20.1.1  Each Obligor makes the representations and warranties set out in
               Clause 20.2 (Status and Due Authorisation) to Clause 20.10 (No
               Material Proceedings), Clause 20.13 (No Material Adverse Change),
               Clause 20.17 (Environmental Compliance) to Clause 20.21
               (Execution of this Agreement) and Clause 20.23 (Licences and
               Consents) to Clause 20.26 (Security Interest) with respect to
               itself.

       20.1.2  Each of the Pre-Novation Borrower and, on and after the date on
               which it becomes a party hereto, the CWC Parent, makes the
               representations and warranties set out in Clause 20.2 (Status and
               Due Authorisation) to Clause 20.11 (Audited Financial
               Statements), Clause 20.13 (No Material Adverse Change), Clause
               20.14 (Full Disclosure), Clause 20.17 (Environmental Compliance)
               to Clause 20.21 (Execution of this Agreement), Clause 20.23
               (Licences and Consents) to Clause 20.26 (Security Interest),
               Clause 20.28 (Scheme Information) and Clause 20.30 (Existing
               Target Indebtedness) with respect to itself.

       20.1.3  The Pre-Novation Borrower on and after the Acquisition Date and,
               on and after the date on which it becomes a party hereto, the CWC
               Parent, makes the representations and warranties set out in
               Clause 20.8 (No Winding Up) to Clause 20.10 (No Material
               Proceedings), Clause 20.17 (Environmental Compliance) to Clause
               20.20 (No Loans), Clause 20.23 (Licences and Consents) to Clause
               20.26 (Security Interest) and Clause 20.28 (Scheme


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               Information) to Clause 20.30 (Existing Target Indebtedness) with
               respect to each member of the Target Group.

               In addition, the Pre-Novation Borrower makes the representations
               and warranties set out in Clause 20.12 (Original Financial
               Statements) and Clause 20.13 (No Material Adverse Change) with
               respect to each member of the Target Group and makes the
               representations and warranties set out in sub-clause 20.15.3 of
               Clause 20.15 (Business Plan and Information Memorandum) and
               Clause 20.32 (Initial Guarantors).

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

               (a)  Clause 20.2 (Status and Due Authorisation) to Clause 20.11
                    (Audited Financial Statements), Clause 20.13 (No Material
                    Adverse Change) to Clause 20.26 (Security Interest), Clause
                    20.27 (Group Structure), Clause 20.28 (Scheme Information)
                    and Clause 20.31 (Existing Group Indebtedness) in respect of
                    itself; and

               (b)  Clause 20.8 (Winding Up) to Clause 20.10 (No Material
                    Proceedings), Clause 20.17 (Environmental Compliance) to
                    Clause 20.20 (No Loans) and Clause 20.23 (Licences and
                    Consents) to Clause 20.27 (Group Structure) with respect to
                    each member of the UK Group.

       20.1.5  NTL CC makes the representations and warranties set out in Clause
               20.2 (Status and Due Authorisation), Clause 20.5 (Validity and
               Admissibility in Evidence) to Clause 20.8 (No Winding-Up) and
               Clause 20.21 (Execution of this Agreement) with respect to itself
               and Clause 20.31 (Existing Group Indebtedness) with respect to
               NTL UK only.

       20.1.6  Without prejudice to any other terms of this Agreement, on the
               Term Effective Date:

               (a)  each Obligor (other than the Post-Novation Borrower) makes
                    the representations and warranties set out in Clause 20.2
                    (Status and Due Authorisation) to Clause 20.10 (No Material
                    Proceedings), Clause 20.13 (No Material Adverse Change),
                    Clause 20.17 (Environmental Compliance) to Clause 20.21
                    (Execution of this Agreement) and Clause 20.23 (Licences and
                    Consents) to Clause 20.26 (Security Interest) with respect
                    to itself;

               (b)  the Post-Novation Borrower makes the representations and
                    warranties set out in Clause 20.2 (Status and Due
                    Authorisation) to Clause 20.10 (No Material Proceedings),
                    Clause 20.13 (No Material Adverse Change), Clause 20.14.2
                    (Full Disclosure), Clause 20.17 (Environmental Compliance)
                    to Clause 20.21 (Execution of this Agreement), Clause 20.23
                    (Licences and Consents) to Clause 20.27(i) (Group Structure)
                    and Clause 20.34 (NTL Inc. Business Plan) to Clause 20.38
                    (Principal Properties) with respect to itself and Clause
                    20.31 (Existing Group Indebtedness) and Clause 20.33 (UK
                    Group Financial Statements);


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               (c)  the Parent makes the representations and warranties set out
                    in:

                    (i)  Clause 20.2 (Status and Due Authorisation) to Clause
                         20.11 (Audited Financial Statements), Clause 20.13 (No
                         Material Adverse Change), Clause 20.14.2 (Full
                         Disclosure), Clause 20.16 (Budgets) to Clause 20.27(i)
                         (Group Structures), Clause 20.31 (Existing Group
                         Indebtedness) and Clause 20.33 (UK Group Financial
                         Statements) to Clause 20.38 (Principal Properties) with
                         respect to itself; and

                    (ii) Clause 20.8 (Winding Up) to Clause 20.10 (No Material
                         Proceedings), Clause 20.17 (Environmental Compliance)
                         to Clause 20.20 (No Loans) and Clause 20.23 (Licences
                         and Consents) to Clause 20.27(i) (Group Structures)
                         with respect to each member of the UK Group; and

               (d)  NTL CC makes the representations and warranties set out in
                    Clause 20.2 (Status and Due Authorisation), Clause 20.5
                    (Validity and Admissibility in Evidence) to Clause 20.7
                    (Binding Obligations), Clause 20.21 (Execution of this
                    Agreement) and Clause 20.31 (Existing Group Indebtedness)
                    with respect to itself.

       20.1.7  Without prejudice to any other terms of this Agreement, on each
               Additional Finance Provider Accession Date:

               (a)  each Obligor (other than the Post-Novation Borrower) makes
                    the representations and warranties set out in Clause 20.2
                    (Status and Due Authorisation) to Clause 20.10 (No Material
                    Proceedings), Clause 20.13 (No Material Adverse Change),
                    Clause 20.17 (Environmental Compliance) to Clause 20.21
                    (Execution of this Agreement) and Clause 20.23 (Licences and
                    Consents) to Clause 20.26 (Security Interest) with respect
                    to itself;

               (b)  the Post-Novation Borrower makes the representations and
                    warranties set out in Clause 20.2 (Status and Due
                    Authorisation) to Clause 20.10 (No Material Proceedings),
                    Clause 20.13 (No Material Adverse Change), Clause 20.14.3
                    (Full Disclosure), Clause 20.17 (Environmental Compliance)
                    to Clause 20.21 (Execution of this Agreement), Clause 20.23
                    (Licences and Consents) to Clause 20.26 (Security Interest),
                    Clause 20.31 (Existing Group Indebtedness) and Clause 20.35
                    (No Default);

               (c)  the Parent makes the representations and warranties set out
                    in:

                    (i)  Clause 20.2 (Status and Due Authorisation) to Clause
                         20.11 (Audited Financial Statements), Clause 20.13 (No
                         Material Adverse Change), Clause 20.14.3 (Full
                         Disclosure), Clause 20.16 (Budgets) to Clause 20.26
                         (Security Interest), Clause 20.31 (Existing Group
                         Indebtedness) and Clause 20.35 (No Default) with
                         respect to itself; and


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                    (ii) Clause 20.8 (Winding Up) to Clause 20.10 (No Material
                         Proceedings), Clause 20.17 (Environmental Compliance)
                         to Clause 20.20 (No Loans) and Clause 20.23 (Licences
                         and Consents) to Clause 20.26 (Security Interest) with
                         respect to each member of the UK Group; and

               (d)  NTL CC makes the representations and warranties set out in
                    Clause 20.2 (Status and Due Authorisation), Clause 20.5
                    (Validity and Admissibility in Evidence) to Clause 20.7
                    (Binding Obligations), Clause 20.21 (Execution of this
                    Agreement) and Clause 20.31 (Existing Group Indebtedness)
                    with respect to itself.

       20.1.8  Each of the Parent, the CWC Parent, NTL CC and each Obligor
               acknowledges that the Finance Parties have entered into the
               Finance Documents in reliance on those representations and
               warranties.

20.2   STATUS AND DUE AUTHORISATION

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

20.3   NO DEDUCTIONS OR WITHHOLDING

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

20.4   NO IMMUNITY

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

20.5   VALIDITY AND ADMISSIBILITY IN EVIDENCE

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

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

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


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

       have been done, fulfilled and performed, other than (a) the registration
       of the Encumbrances created by the Security Documents (and, in the case
       of the representations and warranties made pursuant to Clause 20.1.6, the
       Second Security Documents) with the Registrar of Companies under Sections
       395 and 398 of the Companies Act 1985, and in respect of the Principal
       Properties and any other properties subject to the Security and Second
       Security situated in England and Wales, under Section 2 of the Land
       Charges Act 1972 and Section 26 of the Land Registration Act 1925, in
       respect of the Principal Properties and any other properties subject to
       the Security and Second Security situated in Scotland, in the Land
       Register of Scotland or the General Register of Sasines and in respect of
       the Principal Properties and any other properties subject to the Security
       and Second Security situated in Northern Ireland in the Land Registry of
       Northern Ireland or the Registry of Deeds in Belfast or any similar
       registrations required in any applicable jurisdiction, (b) the giving of
       any notices in respect of any contracts being assigned pursuant to the
       Security Documents (and, in the case of the representations and
       warranties made pursuant to Clause 20.1.6, the Second Security Documents)
       and (c) the obtaining of any consents referred to in Clause 23.15
       (Consents and Properties).

20.6   NO FILING OR STAMP TAXES

       Under the laws of the jurisdiction in which it is incorporated or
       established in force at the date hereof, it is not necessary that any of
       the Finance Documents to which it is a party be filed, recorded or
       enrolled with any court or other authority in such jurisdiction or that
       any stamp, registration or similar tax be paid on or in relation to any
       Finance Document other than the entries in public registries referred to
       in Clause 20.5 (Validity and Admissibility in Evidence) and fixed duties
       on assignments by way of security.

20.7   BINDING OBLIGATIONS

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

20.8   NO WINDING-UP

       No Obligor, no member of the UK Group or (as the case may be) no member
       of the Target Group, has taken any corporate action nor have any other
       steps been taken or legal proceedings been started and served or (to the
       best of its knowledge and belief) threatened against any Obligor, any
       member of the UK Group or (as the case may be) any member of the Target
       Group, for its winding-up, dissolution, administration or re-organisation
       or for the appointment of a receiver, administrator, administrative
       receiver, trustee or similar officer of it or of any or all of its assets
       or revenues (other than for the purpose of a solvent reconstruction or
       amalgamation of such Obligor, such member of the UK Group or (as the case
       may be) such member of the Target Group (where such would not cause any
       breach of this Agreement) or for the purpose of the transfer of all or
       part of the business and assets of any Obligor, any member of the UK
       Group or (as the case may be) any member of the Target Group to any other
       Obligor, member of the UK Group or (as the case may be) member of the
       Target Group respectively (provided that such transfer is permitted under
       the terms of this Agreement)) and (save in the case of


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       any action, steps or proceedings relating to the appointment of an
       administrator) other than where the relevant action, steps or proceedings
       are frivolous or vexatious or being contested in good faith by
       appropriate legal action and such action, steps or proceedings are
       discontinued (in any such case) within 30 days of commencement.

20.9   NO MATERIAL DEFAULTS

       No Obligor, no member of the UK Group or (as the case may be) no member
       of the Target Group, is in breach of or in default under any agreement to
       which it is a party (including, without limitation, the Material
       Commercial Contracts) or which is binding on it or any of its assets and
       no party has terminated or is entitled to terminate (on the basis of any
       breach of or default thereunder) any such agreement, to an extent or in a
       manner which could reasonably be expected to have a Material Adverse
       Effect.

20.10  NO MATERIAL PROCEEDINGS

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

20.11  AUDITED FINANCIAL STATEMENTS

       Its most recent consolidated audited financial statements (if any),
       excluding for the purposes of this Clause 20.11, the Original Financial
       Statements in relation to the Target:

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

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

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

20.12  ORIGINAL FINANCIAL STATEMENTS

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

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

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


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

20.13  NO MATERIAL ADVERSE CHANGE

       Since the date as at which its most recent audited financial statements
       (where required by Clause 21.1 (Annual Statements), consolidated, in the
       case of the Parent and the CWC Parent) were stated to be prepared, there
       has been no change in its business or financial condition or, in the case
       of the Parent, in the business or financial condition of any member of
       the UK Group or of the UK Group taken as a whole or, in the case of the
       CWC Parent, in the business or financial condition of any member of the
       Target Group or of the Target Group taken as a whole which, in each case,
       could reasonably be expected to have a Material Adverse Effect.

20.14  FULL DISCLOSURE

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

       20.14.2 In the case of the representations and warranties made pursuant
               to Clause 20.1.6, it is not aware of any material facts or
               circumstances that have not been disclosed to the Term Banks
               party hereto on the Term Execution Date and which would, in its
               reasonable opinion, if disclosed, adversely affect the decision
               of a person considering whether or not to provide finance for the
               purposes set out in sub-clause 2.3.2 of Clause 2.3 (Purpose after
               Pushdown) on the terms of the Finance Documents.

       20.14.3 In relation to each Additional Finance Provider:

               (a)  with respect to the representations and warranties made
                    pursuant to Clause 20.1.7, it is not aware of any material
                    facts or circumstances that have not been disclosed to each
                    Additional Finance Provider on the Additional Finance
                    Provider Accession Date relating to that Additional Finance
                    Provider and which would, in its reasonable opinion, if
                    disclosed, adversely affect the decision of a person
                    considering whether or not to provide finance for the
                    purposes set out in sub-clause 2.3.1 of Clause 2.3 (Purpose
                    after Pushdown) on the terms of the Finance Documents; and

               (b)  the Additional Finance Provider has been provided, prior to
                    the Additional Finance Provider Accession Date on which it
                    became a party to this Agreement, with a true and complete
                    copy or conformed copy of each Finance Document (other than
                    the fee letters mentioned in Clause 26.6 (Agency and Other
                    Fees), any Secured Hedging Agreement, the Second Security
                    Documents, the Second Security Trust Agreement, the NTL UK
                    Term Bank Subordination Agreement, any documents which are
                    no longer of relevance or which amended this Agreement
                    solely for the purpose of


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                    syndicating the Revolving Facility or have been reflected in
                    restatements of documents which have been provided).

20.15  BUSINESS PLAN AND INFORMATION MEMORANDUM

       The Parent:

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

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

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

20.16  BUDGETS

       It:

       20.16.1 regards (as at the date each Budget is delivered to the Agent) as
               neither unreasonable, nor to any material extent unattainable,
               any of the forecasts or projections set out in the latest Budget
               delivered under Clause 21.5 (Budgets);

       20.16.2 believes (having made all reasonable enquiries) the assumptions,
               upon which the forecasts and projections in relation to the CWC
               ConsumerCo Business contained in the latest Budget delivered
               under Clause 21.5 (Budgets) are based, to be fair and reasonable;
               and

       20.16.3 has, to the best of its knowledge and belief (having made all
               reasonable efforts to make due and careful enquiry), made full
               disclosure of all material facts relating to the CWC ConsumerCo
               Business to all the persons responsible for the preparing of the
               latest Budget delivered under Clause 21.5 (Budgets).

20.17  ENVIRONMENTAL COMPLIANCE

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

20.18  ENVIRONMENTAL CLAIMS

       No Environmental Claim has been commenced or (to the best of its
       knowledge and belief) is threatened against the Pre-Novation Borrower,
       any member of the UK Group or any member of the Target Group where such
       claim would be reasonably likely, if


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       determined against the Pre-Novation Borrower or such other member of the
       UK Group or the Target Group, to have a Material Adverse Effect.

20.19  NO ENCUMBRANCES

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

20.20  NO LOANS

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

20.21  EXECUTION OF THIS AGREEMENT

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

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

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

       20.21.3 conflict with any applicable law.

20.22  OWNERSHIP OF THE PARENT

       The Parent is a wholly-owned subsidiary of NTL Holdings, and no persons
       or group of connected persons (as construed in accordance with Clause
       14.8 (Mandatory Prepayment due to Change in Control)) has control (as
       construed in accordance with Clause 14.8 (Mandatory Prepayment due to
       Change in Control)) of NTL Holdings.

20.23  LICENCES AND CONSENTS

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


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20.24  GOVERNMENT OR REGULATORY AUTHORITY INQUIRY

       Neither it nor, in the case of the Parent, any member of the UK Group
       nor, in the case of the Pre-Novation Borrower and the CWC Parent, any
       member of the Target Group, has to the best of its knowledge and belief
       (having made with respect to the UK Group only, due and careful enquiry)
       received any notice or communication which has not been disclosed to the
       Agent on or prior to the date hereof (or, where this representation and
       warranty is made pursuant to Clause 20.1.6, to the Term Banks on or prior
       to the Term Execution Date) from, or is aware of, any inquiry,
       investigation or proceeding on the part of any government, court or
       regulatory agency or authority the effect of which, in any such case,
       could reasonably be expected to have a Material Adverse Effect.

20.25  INTELLECTUAL PROPERTY

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

20.26  SECURITY INTEREST

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

       20.26.2 Save as disclosed in the Disclosure Letter, the shares of any UK
               Group or Target Group member which are subject to an Encumbrance
               under the Security Documents and Second Security Documents are
               fully paid and not subject to any option to purchase or similar
               rights and the constitutional documents of any such UK Group or
               Target Group member do not and could not restrict or inhibit
               (whether absolutely, partly, under a discretionary power or
               otherwise) any transfer of such shares pursuant to enforcement of
               the Security Documents or the Second Security Documents.

       20.26.3 For the avoidance of doubt, the Security is intended to secure
               all amounts outstanding under the Finance Documents from time to
               time, including without limitation, all amounts made available by
               the Term Banks and the Additional Finance Providers.

20.27  GROUP STRUCTURE

       Each of:

                    (i)    the corporate structure of the UK Group and the NTL
                           Holding Group set out in the group structure chart
                           delivered to the Term Banks pursuant to Clause 2.5.2
                           (Initial Conditions Precedent);


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                    (ii)   the corporate structure of the UK Group and the NTL
                           Holding Group set out in the Group Structure Chart
                           delivered pursuant to Clause 2.5.1 (Initial
                           Conditions Precedent); and

                    (iii)  the corporate structure of the UK Group, the Target
                           Group and the NTL Holding Group set out in any Group
                           Structure Chart delivered to the Agent pursuant to
                           Clause 23.37 (Revised Group Structure),

        is true, complete and accurate, in each case as at the date of its
        delivery to the Agent or, in the case of (i) above, to the Term Banks.

20.28  SCHEME INFORMATION

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

20.29  THE SCHEME

       In relation to the Scheme:

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

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

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

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

20.30  EXISTING TARGET INDEBTEDNESS

       To the best of its knowledge and belief:

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

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

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

       20.30.2 there are no contractual provisions in any document constituting
               such Existing Target Indebtedness or the Existing Performance
               Bonds or in any other


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               document to which the CWC Parent or any of its subsidiaries are
               party, or which is binding on the CWC Parent or any of its
               subsidiaries (or any of their assets) which will prevent
               compliance with Clause 23.17 (Post-Acquisition Date Security).

20.31  EXISTING GROUP INDEBTEDNESS

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

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

20.32  INITIAL GUARANTORS

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

20.33  UK GROUP FINANCIAL STATEMENTS

       The unaudited consolidated financial statements of the UK Group which
       were provided to the Term Banks prior to the Term Execution Date:

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

       20.33.2 disclose all material liabilities (contingent or otherwise) and
               all material unrealised or anticipated losses of the UK Group;
               and

       20.33.3 save as disclosed therein, give a true and fair view of the
               financial condition and operations of the UK Group during the
               relevant period.

20.34  NTL INC. BUSINESS PLAN AND OTHER INFORMATION

       It:

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

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

       20.34.3 confirms that the factual information contained in all written
               information supplied by any member of the Group or its legal
               advisors to any Term Bank or its legal advisors in connection
               herewith is true, complete and accurate in all material respects,
               PROVIDED THAT this representation and warranty shall not apply to
               any information provided by or on behalf of any party outside the
               Group (including, for the avoidance of doubt, the Business Plan
               and the Information Memorandum).


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20.35  NO DEFAULT

       No Event of Default or Potential Event of Default has occurred and is
       continuing under this Agreement.

20.36  CIRCUMSTANCES AT TERM EXECUTION DATE

       20.36.1 Pushdown occurred on 21 February 2001 and each of the
               Pre-Novation Borrower and the Post Novation Borrower are members
               of the UK Group.

       20.36.2 The syndication of the Revolving Facility has occurred.

       20.36.3 As at the Term Execution Date, the only Security (apart from that
               comprised in the guarantees provided pursuant to Clause 23.32
               (Guarantors), Clause 25 (Guarantee and Indemnity) and Clause 38
               (Accession of Guarantors and the CWC Parent)) existing in
               relation to the Revolving Facility comprises that granted
               pursuant to the following documents:

               (a)  the Debenture dated 21 February 2001 between (1) the
                    Chargors (as listed and defined therein) and (2) the
                    Security Trustee;

               (b)  the Debenture dated 11 June 2001 between (1) NTL Glasgow
                    Holdings Limited and NTL Kirklees Holdings Limited and (2)
                    the Security Trustee;

               (c)  the Supplemental Mortgage dated 26 June 2001 between (1) NTL
                    Communication Services Limited and (2) the Security Trustee
                    in relation to Volvo House, Southampton;

               (d)  the Indenture of Mortgage dated 21 February 2001 between (1)
                    National Transcommunications Limited and CableTel Northern
                    Ireland Limited and (2) the Security Trustee;

               (e)  the NTL CC Security Over Cash Agreement dated 22 December
                    2000 between (1) NTL CC and (2) the Security Trustee;

               (f)  the NTL Security Over Cash Agreements dated 30 May 2000 and
                    5 October 2000 between (1) NTL Inc. and (2) the Security
                    Trustee;

               (g)  the NTL UK Intra-Group Loan Assignment dated 21 February
                    2001 between (1) NTL UK and (2) the Security Trustee;

               (h)  the NTL UK Revolving Bank Subordination Agreement dated 30
                    May 2000 between (1) NTL UK and (2) the Security Trustee;

               (i)  the Parent Intra-Group Loan Assignment dated 21 February
                    2001 between (1) the Parent and (2) the Security Trustee;

               (j)  the Pledge Agreement dated 21 February 2001 between (1) the
                    Parties listed therein and (2) the Security Trustee;

               (k)  the Security Agreement dated 21 February 2001 between (1)
                    the Parties listed therein and (2) the Security Trustee;


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               (l)  the Share Charge Agreement dated 21 February 2001 between
                    (1) the Parties listed therein and (2) the Security Trustee;

               (m)  the Share Pledge dated 21 February 2001 between (1) the
                    Companies listed therein and (2) the Security Trustee;

               (n)  the Standard Security dated 21 February 2001 between (1)
                    National Transcommunications Limited and (2) the Security
                    Trustee in respect of Blackhill, Duntilland Road, Salsburgh,
                    Shotts, North Lanarkshire;

               (o)  the Standard Security dated 21 February 2001 between (1)
                    National Transcommunications Limited and (2) the Security
                    Trustee in respect of Unit 3, Clocktower Industrial Estate,
                    South Gyle Crescent, Edinburgh; and

               (p)  the Standard Security dated 12 April 2001 between (1)
                    CableTel (UK) Limited and (2) the Security Trustee in
                    respect of land and warehouse premises at Glasgow
                    Road/Hillington Road, Renfrew.

20.37  ENTIRE AGREEMENT

       True and complete copies or conformed copies of all documents which
       together evidence the entire agreement between the parties hereto in
       connection with this Agreement on the Term Execution Date (other than the
       fee letters mentioned in Clause 26.6 (Agency and Other Fees), any
       documents which are signed by the Term Banks and, for the avoidance of
       doubt, any documents which are no longer of relevance or which amended
       Schedule 1 (The Banks) in connection with the syndication of the
       Revolving Facility or have been reflected in restatements of documents
       which have been provided) have been provided to the Term Banks prior to
       the Term Execution Date.

20.38  PRINCIPAL PROPERTIES

       Each Report on Title delivered to the Term Banks pursuant to Clause 2.5
       (Initial Conditions Precedent) is accurate in respect of the issues to
       which it is stated to relate as at the date of such Report on Title.

20.39  REPETITION OF REPRESENTATIONS

       The Repeated Representations shall (to the extent applicable) be deemed
       to be repeated by the Post-Novation Borrower (after the date on which it
       becomes a party hereto), the CWC Parent (on and after the date on which
       it becomes a party hereto) the Parent, the Obligors and NTL CC on each
       date on which (a) an Advance is or is to be made, (b) each Additional
       Finance Provider Accession Date, and (c) a company becomes an Additional
       Obligor, and to the extent that the representations set out in sub-clause
       20.15.3 of Clause 20.15 (Business Plan and Information Memorandum) relate
       to the Information Memorandum, such shall be deemed to be made on the
       date that the Information Memorandum is approved by each of the
       Pre-Novation Borrower and the Parent and (save as otherwise disclosed by
       the Parent, in writing to the Agent, prior to the Syndication Date) on
       the Syndication Date.


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21.    FINANCIAL INFORMATION

21.1   ANNUAL STATEMENTS

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

21.2   QUARTERLY STATEMENTS

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

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

21.3   REQUIREMENTS AS TO FINANCIAL STATEMENTS

       The Parent and the CWC Parent shall ensure that each set of financial
       statements delivered by it pursuant to this Clause 21 is:

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

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

21.4   COMPLIANCE CERTIFICATES

       The Parent and the CWC Parent shall ensure that each set of consolidated
       financial statements delivered by it pursuant to Clause 21.1 (Annual
       Statements) or Clause 21.2 (Quarterly Statements) is accompanied by a
       Compliance Certificate signed by two of its Authorised Signatories.

21.5   BUDGETS

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


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

       21.5.2  projected annual profit and loss accounts (including projected
               turnover and operating costs) and projected balance sheets and
               cash flow statements, together with the main operating
               assumptions relating thereto, on a quarterly basis, for such
               financial year on a consolidated basis for the UK Group
               (including, prior to the Pushdown Date, the Target Group);

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

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

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

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

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

       The Parent shall provide the Agent with details of any material changes
       in the projections delivered under this Clause 21.5 as soon as reasonably
       practicable after it becomes aware of any such change.

21.6   HEDGING

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

21.7   ASSET PASSTHROUGHS AND FUNDING PASSTHROUGHS

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

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


                                      117
<PAGE>

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

       21.7.3  a certificate from an Authorised Signatory of the Parent or, as
               the case may be, the CWC Parent, confirming that the proposed
               Asset Passthrough or Funding Passthrough will satisfy all of the
               requirements of the definition thereof; and

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

21.8   UK GROUP FUNDING PAYMENT

       The Pre-Novation Borrower shall, at least five Business Days prior to it
       making a payment to NTL Inc. to allow a UK Group Funding Payment to be
       made, provide the Agent with a certificate signed by one of its
       Authorised Signatories:

       21.8.1  specifying the amount of the proposed payment; and

       21.8.2  demonstrating that the Pre-Novation Borrower and the members of
               the Target Group will, after that payment has been made, have
               sufficient working capital (in the form of either cash or the
               ability to utilise the Available Working Capital Amount under the
               Revolving Facility) to meet their working capital requirements in
               accordance with the Business Plan.

21.9   OTHER FINANCIAL INFORMATION

       Each Obligor shall, the Parent shall procure that each member of the UK
       Group shall and the CWC Parent (on and after the date on which it becomes
       a party hereto) shall procure that each member of the Target Group shall
       from time to time on the request of the Agent, furnish the Agent with
       such information about the business, condition (financial or otherwise),
       operations, performance, properties or prospects of, respectively, such
       Obligor, the UK Group and the Target Group as the Agent or any Bank
       (through the Agent) may reasonably require PROVIDED THAT neither the
       Parent, the CWC Parent nor any Obligor shall be under any obligation to
       supply any information the supply of which would be contrary to any
       confidentiality obligation binding on it.

21.10  ACCOUNTING POLICIES

       The Parent and the CWC Parent shall ensure that each set of financial
       statements delivered pursuant to this Clause 21 is prepared using
       accounting policies, practices, procedures and reference period (except
       as otherwise agreed pursuant to a consent letter dated 22 December 2000
       between the Agent, the Parent, the Pre-Novation Borrower and the CWC
       Parent) consistent with those applied in the preparation of the Original
       Financial Statements unless, in relation to any such set of financial
       statements, the Parent or the CWC Parent notifies the Agent that there
       have been one or more changes in any such accounting policies, practices,
       procedures or reference period and:

       21.10.1 the auditors of the Parent or the CWC Parent provide:

               (a)  a description of the changes and the adjustments which would
                    be required to be made to those financial statements in
                    order to cause them to use the accounting policies,
                    practices, procedures and reference period upon which the
                    relevant Original Financial Statements were prepared; and


                                      118
<PAGE>

               (b)  sufficient information, in such detail and format as may be
                    reasonably required by the Agent, to enable the Banks to
                    make an accurate comparison between the financial position
                    indicated by those financial statements and the relevant
                    Original Financial Statements,

               in which case any reference in this Agreement to those financial
               statements shall be construed as a reference to those financial
               statements as adjusted to reflect the basis upon which the
               relevant Original Financial Statements were prepared; or

       21.10.2 the CWC Parent or, as the case may be, the Parent also notifies
               the Agent that it is no longer practicable to test compliance
               with the financial condition set out in either Clause 22.1
               (Target Group Financial Condition) or Clause 22.2 (UK Group
               Financial Condition) against the financial statements received in
               which case:

               (a)  the Agent and the CWC Parent or, as the case may be, the
                    Parent shall enter into negotiations with a view to agreeing
                    alternative financial conditions to replace those contained
                    in either Clause 22.1 (Target Group Financial Condition) or
                    Clause 22.2 (UK Group Financial Condition) in order to
                    maintain a consistent basis for such financial covenants;
                    and

               (b)  if, after three months commencing on the date of the notice
                    given to the Agent pursuant to this sub-clause 21.10.2, the
                    Agent and the CWC Parent or, as the case may be, the Parent
                    cannot agree alternative financial conditions which are
                    acceptable to an Instructing Group, the Agent shall refer
                    the matter to such internationally recognised accounting
                    firm as may be agreed between either the CWC Parent or the
                    Parent and an Instructing Group for determination of the
                    adjustments required to be made to such financial statements
                    or the calculation of such ratios to take account of such
                    change, such determination to be binding on the parties
                    hereto, provided that pending such determination the CWC
                    Parent and the Parent shall continue to prepare financial
                    statements and calculate such ratios in accordance with
                    sub-clause 21.10.1 above.

21.11  GENERAL INFORMATION

       21.11.1 The Parent shall, as soon as reasonably practicable, furnish the
               Agent with such general information as it or any member of the UK
               Group is required by law to supply or make available to its (or
               such member of the UK Group's) (a) shareholders (in their
               capacity as such) or (b) creditors generally or any class
               thereof.

       21.11.2 Prior to the Pushdown Date, the CWC Parent shall, as soon as
               reasonably practicable, furnish the Agent with such general
               information as it or any member of the Target Group is required
               by law to supply or make available to its (or such member of the
               Target Group's) (a) shareholders (in their capacity as such) or
               (b) creditors generally or any class thereof.


                                      119
<PAGE>

21.12  LITIGATION AND GOVERNMENT OR REGULATORY ENQUIRY

       NTL CC (in respect of itself), the Parent (in respect of itself and each
       other member of the UK Group) and, prior to the Pushdown Date, the CWC
       Parent (in respect of itself and each other member of the Target Group)
       shall advise the Agent forthwith of the details of:

       21.12.1 any litigation, arbitration or administrative proceedings pending
               or threatened against it or, as the case may be, any other member
               of the UK Group or the Target Group which could reasonably be
               expected to result in liability of it or, as the case may be,
               such other member of the UK Group or the Target Group in an
               amount in excess of Pound Sterling5,000,000 (or its equivalent);
               and

       21.12.2 any notice or communication received by it or, as the case may
               be, any other member of the UK Group or the Target Group from, or
               any actual or potential enquiry, investigation or proceedings
               commenced by, any government, court or regulatory agency or
               authority, if such notice, communication, enquiry, investigation
               or proceedings could reasonably be expected to have a Material
               Adverse Effect.

21.13  ACQUISITION INFORMATION

       The Parent (in the case of the UK Group) and the Pre-Novation Borrower or
       the CWC Parent (in the case of the Target Group) shall from time to time,
       on the request of the Agent, provide the Agent with any material
       information in the possession of any member of either the NTL Holding
       Group, the UK Group or (after the Acquisition Date) the Target Group
       relating to the Acquisition and/or the Scheme as the Agent may reasonably
       request provided that the Parent, the Pre-Novation Borrower and the CWC
       Parent shall be under no obligation to supply any information the supply
       of which would be contrary to any confidentiality obligation binding on
       it or on any member of the NTL Holding Group, the UK Group or the Target
       Group.

21.14  WORKING CAPITAL FACILITY DRAWDOWN

       The Parent shall, at the same time as it delivers a notice of drawdown
       under the Working Capital Facility, deliver a copy thereof to the Agent.


22.    FINANCIAL CONDITION

22.1   TARGET GROUP FINANCIAL CONDITION

       Each of the Pre-Novation Borrower and, on and after the date it becomes a
       party hereto, the CWC Parent shall, prior to the Pushdown Date, ensure
       that the financial condition of the Target Group (which shall, for the
       purposes of this Clause 22.1 be deemed to include the Pre-Novation
       Borrower) shall be such that:

       22.1.1  Ratio of Target Group Net Senior Debt to Annualised EBITDA

               The ratio of the Target Group Net Senior Debt on each of the
               Quarter Dates specified in column one below to the Annualised
               EBITDA of the Target Group for the Relevant Period ended on that
               date shall be no greater than the ratio set out in column two
               below corresponding to that date.


                                      120
<PAGE>

<TABLE>
<CAPTION>

                                                      COLUMN TWO
                COLUMN ONE                    TARGET GROUP NET SENIOR DEBT:
               QUARTER DATE                        ANNUALISED EBITDA
               ------------                   -----------------------------
               <S>                           <C>
               31 December 2000                      27.50:1.0
               31 March 2001                         23.50:1.0
               30 June 2001                          19.00:1.0
</TABLE>

       22.1.2  Target Group Net Senior Interest Cover Ratio

               The ratio of the EBITDA of the Target Group for each Relevant
               Period ended on the Quarter Dates specified in column one below
               to the Target Group Net Cash Senior Finance Charges for that
               Relevant Period shall be equal to or greater than the ratio set
               out in column two below corresponding to that date.

<TABLE>
<CAPTION>
                                                      COLUMN TWO
                COLUMN ONE                     EBITDA: TARGET GROUP NET CASH
               QUARTER DATE                      SENIOR FINANCE CHARGES
               ------------                   -----------------------------
               <S>                           <C>
               31 December 2000                      0.40:1.0
               31 March 2001                         0.50:1.0
               30 June 2001                          0.60:1.0
</TABLE>


22.2   UK GROUP FINANCIAL CONDITION

       The Parent shall ensure that the financial condition of the UK Group
       (which shall, for the purposes of this Clause 22.2 be deemed to include
       (a) Northampton Cable Television Limited, Herts Cable Limited and Cable &
       Wireless Communications (South Hertfordshire) Limited and (b) prior to
       the Pushdown Date, the Target Group (including the Pre-Novation
       Borrower)) shall be such that:

       22.2.1  Ratio of UK Group Net Senior Debt to Annualised EBITDA

               The ratio of the UK Group Net Senior Debt on each of the Quarter
               Dates specified in column one below to the Annualised EBITDA of
               the UK Group for the Relevant Period ended on that date shall be
               no greater than the ratio set out in column two below
               corresponding to that date.

<TABLE>
<CAPTION>
                                                         COLUMN TWO
                COLUMN ONE                        UK GROUP NET SENIOR DEBT:
               QUARTER DATE                          ANNUALISED EBITDA
               -------------                     --------------------------
               <S>                               <C>

               31 December 2000                        11.45:1.0
               31 March 2001                           10.00:1.0
               30 June 2001                            8.50:1.0
               30 September 2001                       6.50:1.0
               31 December 2001                        5.25:1.0
               31 March 2002                           5.25:1.0
               30 June 2002                            4.00:1.0
               30 September 2002                       3.75:1.0
               31 December 2002                        3.50:1.0
               31 March 2003                           3.50:1.0
               30 June 2003                            2.75:1.0
               30 September 2003                       2.75:1.0
               31 December 2003                        2.25:1.0
               31 March 2004                           2.25:1.0
               30 June 2004                            2.00:1.0

</TABLE>


                                      121
<PAGE>

<TABLE>
<CAPTION>
                                                                     COLUMN TWO
                COLUMN ONE                                    UK GROUP NET SENIOR DEBT:
               QUARTER DATE                                       ANNUALISED EBITDA
               ------------                                 -----------------------------
               <S>                                          <C>
               30 September 2004                                  2.00:1.0
               31 December 2004                                   1.75:1.0
               31 March 2005                                      1.75:1.0
               30 June 2005 and each Quarter Date thereafter      1.50:1.0

</TABLE>

       22.2.2  UK Group Net Senior Interest Cover Ratio

               The ratio of the EBITDA of the UK Group for each Relevant Period
               ended on the Quarter Dates specified in column one below to the
               UK Group Net Cash Senior Finance Charges for that Relevant Period
               shall be equal to or greater than the ratio set out in column two
               below corresponding to that date.

<TABLE>
<CAPTION>
                                                                    COLUMN TWO
                COLUMN ONE                              EBITDA: UK GROUP NET CASH SENIOR
               QUARTER DATE                                       FINANCE CHARGES
               ------------                             ---------------------------------
               <S>                                          <C>
               31 December 2000                                   0.95:1.0
               31 March 2001                                      1.20:1.0
               30 June 2001                                       1.45:1.0
               30 September 2001                                  1.75:1.0
               31 December 2001                                   2.15:1.0
               31 March 2002                                      2.15:1.0
               30 June 2002                                       2.75:1.0
               30 September 2002                                  3.25:1.0
               31 December 2002                                   3.50:1.0
               31 March 2003                                      3.50:1.0
               30 June 2003                                       4.50:1.0
               30 September 2003                                  4.50:1.0
               31 December 2003                                   5.25:1.0
               31 March 2004                                      5.25:1.0
               30 June 2004                                       7.00:1.0
               30 September 2004                                  7.00:1.0
               31 December 2004                                   7.50:1.0
               31 March 2005                                      7.50:1.0
               30 June 2005 and each Quarter Date thereafter      7.50:1.0

</TABLE>


       22.2.3  Total Interest Cover Ratio

               The ratio of the EBITDA of the UK Group for each Relevant Period
               ended on the Quarter Dates specified in column one below to the
               Total Net Cash Finance Charges for that Relevant Period shall be
               equal to or greater than the ratio set out in column two below
               corresponding to that date.

<TABLE>
<CAPTION>
                COLUMN ONE                                        COLUMN TWO
               QUARTER DATE                         EBITDA: TOTAL NET CASH FINANCE CHARGES
               ------------                         --------------------------------------
               <S>                                  <C>
               31 December 2002                                   1.30:1.0
               31 March 2003                                      1.30:1.0
               30 June 2003                                       1.50:1.0
               30 September 2003                                  1.50:1.0
               31 December 2003                                   1.65:1.0
               31 March 2004                                      1.65:1.0

</TABLE>


                                      122
<PAGE>

<TABLE>
<CAPTION>
                COLUMN ONE                                                COLUMN TWO
               QUARTER DATE                                 EBITDA: TOTAL NET CASH FINANCE CHARGES
               ------------                                 --------------------------------------
               <S>                                          <C>
               30 June 2004                                            1.75:1.0
               30 September 2004                                       1.75:1.0
               31 December 2004                                        2.00:1.0
               31 March 2005                                           2.00:1.0
               30 June 2005 and each Quarter Date thereafter           2.25:1.0
</TABLE>


       22.2.4  Ratio of Total Net Debt to Annualised EBITDA

               The ratio of the Total Net Debt on each of the Quarter Dates
               specified in column one below to the Annualised EBITDA of the UK
               Group for the Relevant Period ended on that date shall be no
               greater than the ratio set out in column two below corresponding
               to that date.

<TABLE>
<CAPTION>
                COLUMN ON E                                              COLUMN TWO
               QUARTER DATE                                   TOTAL NET DEBT: ANNUALISED EBITDA
               ------------                                --------------------------------------
               <S>                                          <C>
               31 December 2002                                        10.25:1.0
               31 March 2003                                           10.00:1.0
               30 June 2003                                            8.00:1.0
               30 September 2003                                       8.00:1.0
               31 December 2003                                        7.50:1.0
               31 March 2004                                           7.50:1.0
               30 June 2004                                            5.50:1.0
               30 September 2004                                       5.50:1.0
               31 December 2004                                        5.25:1.0
               31 March 2005                                           5.25:1.0
               30 June 2005 and each Quarter Date thereafter           4.50:1.0

</TABLE>


22.3   FINANCIAL DEFINITIONS

       In this Agreement the following terms have the following meanings. For
       the purpose of the financial definitions set out in this Clause 22.3:

       22.3.1  references to the UK Group shall be deemed to include (a)
               Northampton Cable Television Limited, Herts Cable Limited and
               Cable & Wireless Communications (South Hertfordshire) Limited and
               (b) prior to the Pushdown Date, the Target Group; and

       22.3.2  references to the Target Group shall be deemed to include the
               Pre-Novation Borrower.

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

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


                                      123
<PAGE>

       (a)     such cash is repayable on demand and repayment of such cash is
               not contingent on the prior discharge of any other indebtedness
               of any member of the Covenant Group, the UK Group or the Target
               Group or of any other person whatsoever or on the satisfaction of
               any other condition; or

       (b)     such cash has been deposited with an Eligible Deposit Bank as
               security for any performance bond, guarantee, standby letter of
               credit or similar facility the contingent liabilities relating to
               such having been included in the calculation of Covenant Group
               Net Debt, Target Group Net Senior Debt or, as the case may be, UK
               Group Net Senior Debt.

       "CURRENT ASSETS" means the aggregate of inventory, trade and other
       receivables of each member of the UK Group including sundry debtors (but
       excluding cash at bank) maturing within twelve months from the date of
       computation.

       "CURRENT LIABILITIES" means the aggregate of all liabilities (including
       trade creditors, accruals and provisions and prepayments) of each member
       of the UK Group falling due within twelve months from the date of
       computation but excluding consolidated aggregate Indebtedness for
       Borrowed Money of the UK Group falling due within such period and any
       interest on such Indebtedness for Borrowed Money due in such period.

       "COVENANT GROUP NET DEBT" means, at any time (without double counting),
       the aggregate principal, capital or nominal amounts (including any
       capitalised interest) of indebtedness of any member of the Covenant Group
       constituting Indebtedness for Borrowed Money together with any other
       indebtedness of any member of the Covenant Group constituting
       Indebtedness for Borrowed Money which is due and payable and has not been
       paid at such time and in respect of which the grace period (if any)
       specified in the documentation relating thereto has expired, but:

       (c)     excluding Indebtedness for Borrowed Money of any member of the
               Covenant Group to another member of the Group to the extent
               permitted under this Agreement; and

       (d)     deducting the Cash held by members of the Covenant Group at such
               time.

       "EBIT" means, in respect of any period, the consolidated net income of
       the Target Group or, as the case may be, the aggregate of the
       consolidated net income of the UK Group for such period adding back (only
       to the extent, in each case, deducted in calculating such consolidated
       net income):

       (a)     any provision on account of taxation;

       (b)     any interest (including capitalised interest), commission,
               discounts or other fees incurred or payable, received or
               receivable, by any member of the Target Group or, as the case may
               be, the UK Group in respect of Indebtedness for Borrowed Money;

       (c)     any amounts received or paid pursuant to the interest hedging
               arrangements entered into in respect of the Revolving Facility or
               the Term Facility;


                                      124
<PAGE>

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

       (e)     separation and integration costs and payments made by any member
               of the Target Group under schedule 8 of the Transaction
               Agreement.

       "EBITDA" means, in respect of any period, EBIT for such period adding
       back (only to the extent, in each case, deducted in calculating EBIT):

       (a)     any amount attributable to amortisation of intangible assets
               (including goodwill);

       (b)     depreciation of tangible assets and capitalised costs and
               expenses; and

       (c)     amortisation, or the writing off, of transaction expenses in
               relation to the Acquisition,

       and deducting any costs and expenses capitalised during such period
       (other than costs and expenses incurred in constructing or upgrading
       cable networks in the ordinary course of the Target Group's business or,
       as the case may be, the UK Group's, business).

       "ELIGIBLE DEPOSIT BANK" means any bank or financial institution with a
       short term rating of at least A1 granted by Standard & Poor's Corporation
       or P1 granted by Moody's Investors Services, Inc.

       "EXCESS CASH FLOW" means, for any financial year, Operating Cash Flow for
       that period LESS Net Total Debt Service for that period.

       "FINANCIAL QUARTER" means the period commencing on the day after one
       Quarter Date and ending on the next Quarter Date.

       "NET TOTAL DEBT SERVICE" means, in respect of any financial year, the
       aggregate of:

       (a)     Total Net Cash Finance Charges for the two Relevant Periods in
               that financial year; and

       (b)     save to the extent such were immediately reborrowed or refinanced
               by a utilisation of the Term Facility, the aggregate of scheduled
               and mandatory payments of the principal, capital or nominal
               amounts of any Indebtedness for Borrowed Money of any member of
               the UK Group or the Covenant Group which fell due during that
               financial year (excluding any such payments which relate to
               Subordinated Debt where such payments cannot be made due to the
               subordination of such Subordinated Debt remaining in full force
               and effect).

       "OPERATING CASH FLOW" means, in respect of any financial year, EBITDA of
       the UK Group for that financial year after:

       (a)     adding back:


                                      125
<PAGE>

               (i)    any decrease in the amount of Working Capital at the end
                      of such a financial year compared against the Working
                      Capital at the start of such financial year; and

               (ii)   any cash receipt in respect of any exceptional or
                      extraordinary item; and

       (b)     deducting:

               (i)    any amount of Capital Expenditure actually made by any
                      member of the UK Group;

               (ii)   any increase in the amount of Working Capital at the end
                      of such financial year compared against the Working
                      Capital at the start of that financial year;

               (iii)  any amount actually paid or due and payable in respect of
                      taxes on the profits of any member of the UK Group; and

               (iv)   any cash payment in respect of any exceptional or
                      extraordinary item,

               and no amount shall be included or excluded more than once.

       "QUARTER DATE" means 31 March, 30 June, 30 September and 31 December in
       each year.

       "RELEVANT PERIOD" means each period of six months ending on a Quarter
       Date.

       "TARGET GROUP NET SENIOR DEBT" means, at any time (without double
       counting), the aggregate principal, capital or nominal amounts (including
       any capitalised interest) of indebtedness of any member of the Target
       Group constituting Indebtedness for Borrowed Money together with any
       other indebtedness of any member of the Target Group constituting
       Indebtedness for Borrowed Money which is due and payable and has not been
       paid at such time and in respect of which the grace period (if any)
       specified in the documentation relating thereto has expired but:

       (a)     excluding such Indebtedness for Borrowed Money of any member of
               the Target Group to another member of the Target Group to the
               extent permitted under this Agreement;

       (b)     excluding any Indebtedness for Borrowed Money to the extent such
               is Subordinated Target Group Debt; and

       (c)     deducting the Cash held by members of the Target Group at such
               time.

       "TARGET GROUP NET CASH SENIOR FINANCE CHARGES" means, in respect of each
       Relevant Period, the aggregate amount of the interest (including the
       interest element of leasing and hire purchase payments) commission, fees
       and other periodic finance payments paid or due and payable in cash on
       the Target Group Net Senior Debt during such a Relevant Period,

       (a)     adding any commission, fees and other finance payments payable by
               any member of the Target Group in cash under any interest rate
               hedging arrangement;


                                      126
<PAGE>

       (b)     deducting any commission, fees and other finance payments
               receivable by any member of the Target Group under any interest
               rate hedging arrangement permitted by this Agreement; and

       (c)     deducting any interest receivable by any member of the Target
               Group on any deposit or bank account.

       "TOTAL NET DEBT" means, at any time, the aggregate of the UK Group Net
       Senior Debt and the Covenant Group Net Debt.

       "TOTAL NET CASH FINANCE CHARGES" means, in respect of each Relevant
       Period, the aggregate amount of the interest (including the interest
       element of leasing and hire purchase payments) commission, fees and other
       periodic finance payments paid or due and payable in cash on the Total
       Net Debt during such a Relevant Period,

       (a)     adding any commission, fees and other finance payments payable by
               any member of the Covenant Group and the UK Group, in cash under
               any interest rate hedging arrangement;

       (b)     deducting any commission, fees and other finance payments
               receivable by any member of the Covenant Group and the UK Group
               under any interest rate hedging arrangement permitted by this
               Agreement; and

       (c)     deducting any interest receivable by any member of the Covenant
               Group and the UK Group, on any deposit or bank account.

       "UK GROUP NET SENIOR DEBT" means, at any time (without double counting),
       the aggregate principal, capital or nominal amounts (including any
       capitalised interest) of indebtedness of any member of the UK Group
       constituting Indebtedness for Borrowed Money together with any other
       indebtedness of any member of the UK Group constituting Indebtedness for
       Borrowed Money which is due and payable and has not been paid at such
       time and in respect of which the grace period (if any) specified in the
       documentation relating thereto has expired but:

       (a)     excluding such Indebtedness for Borrowed Money of any member of
               the UK Group to another member of the UK Group to the extent
               permitted under this Agreement;

       (b)     excluding any Indebtedness for Borrowed Money to the extent such
               is either Subordinated UK Group Debt or Subordinated Target Group
               Debt; and

       (c)     deducting the Cash held by members of the UK Group at such time.

       "UK GROUP NET CASH SENIOR FINANCE CHARGES" means, in respect of each
       Relevant Period, the aggregate amount of the interest (including the
       interest element of leasing and hire purchase payments) commission, fees
       and other periodic finance payments paid or due and payable in cash on
       the UK Group Net Senior Debt during such a Relevant Period,

       (d)     adding any commission, fees and other finance payments payable by
               any member of the UK Group in cash under any interest rate
               hedging arrangement;


                                      127
<PAGE>

       (e)     deducting any commission, fees and other finance payments
               receivable by any member of the UK Group under any interest rate
               hedging arrangement permitted by this Agreement; and

       (f)     deducting any interest receivable by any member of the UK Group
               on any deposit or bank account.

       "WORKING CAPITAL" means on any date Current Assets less Current
       Liabilities.

22.4   ACCOUNTING TERMS

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


23.    COVENANTS

23.1   NOTIFICATION OF EVENTS OF DEFAULT

       The Group Representative shall promptly inform the Agent of the
       occurrence of any Event of Default or Potential Event of Default and,
       upon receipt of a written request to that effect from the Agent, confirm
       to the Agent that, save as previously notified to the Agent or as
       notified in such confirmation, no Event of Default or Potential Event of
       Default has occurred and is continuing.

23.2   CLAIMS PARI PASSU

       Each Obligor shall ensure that, subject to the Reservations:

       23.2.1  at all times the claims of the Finance Parties against such
               Obligor under the Finance Documents (other than the Security
               Documents and the Second Security Documents) to which such
               Obligor is party rank at least pari passu with the claims of all
               its other unsecured and unsubordinated creditors; and

       23.2.2  at all times the claims of the Finance Parties against such
               Obligor under the Security Documents and the Second Security
               Documents to which such Obligor is party rank ahead of the claims
               of all its other creditors (other than (if and to the extent
               applicable) creditors with the benefit of Permitted Encumbrances)
               against the assets the subject of the Encumbrances created by
               such Security Documents or the Second Security Documents.

23.3   MAINTENANCE OF LEGAL VALIDITY

       Each Obligor shall and the Parent shall procure that each Obligor in the
       UK Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall procure that, prior to the Pushdown Date,
       each Obligor in the Target Group shall):

       23.3.1  do all such things as are necessary to maintain its existence as
               a legal person (other than as part of a solvent reorganisation on
               terms which have been approved in writing by the Agent acting on
               the instructions of an Instructing Group); and

       23.3.2  obtain, comply with the terms of and do all that is necessary to
               maintain in full force and effect all authorisations, approvals,
               licences and consents required in or by the laws and regulations
               of each jurisdiction in which it owns or leases property or in
               which it conducts its business to enable it lawfully to enter
               into


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               and perform its obligations under each of the Finance Documents
               to which it is expressed to be a party or to ensure the legality
               or validity or (subject to the Reservations) enforceability or
               admissibility in evidence in England and in each other
               jurisdiction in which it owns or leases property or in which it
               conducts its business (to the extent applicable) of each such
               Finance Document.

23.4   INSURANCE

       Each Obligor shall and the Parent shall procure that each member of the
       UK Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall, prior to the Pushdown Date, procure that
       each member of the Target Group shall) effect and maintain, insurances
       (or, in the case of NTL Insurance Limited (or its successor as the UK
       Group's captive insurance company), insurances and re-insurances) on and
       in relation to its business and assets against such risks as is
       reasonable for a company carrying on a business such as that carried on
       by such Obligor, member of the UK Group or member of the Target Group
       with either (save in respect of NTL Insurance Limited's own insurance)
       NTL Insurance Limited (or its successor as the UK Group's captive
       insurance company) or with a reputable underwriter or insurance company
       and, in the case of NTL Insurance Limited (or its successor as the UK
       Group's captive insurance company), with a reputable underwriter or
       insurance or reinsurance company.

23.5   ENVIRONMENTAL COMPLIANCE

       Each Obligor shall and the Parent shall procure that each member of the
       UK Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall, prior to the Pushdown Date, procure that
       each member of the Target Group shall) comply in all material respects
       with all Environmental Law and obtain and maintain any Environmental
       Permits, breach of which (or failure to obtain or maintain which) could
       reasonably be expected to have a Material Adverse Effect.

23.6   ENVIRONMENTAL CLAIMS

       Each Obligor shall and the Parent shall procure that each member of the
       UK Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall, prior to the Pushdown Date, procure that
       each member of the Target Group shall) inform the Agent in writing as
       soon as reasonably practicable upon becoming aware of the same if any
       Environmental Claim has been commenced or (to the best of such Obligor's,
       member of the UK Group's or member of the Target Group's knowledge and
       belief) is threatened against it in any case where such claim would be
       reasonably likely, if adversely determined, to have a Material Adverse
       Effect, or of any facts or circumstances which will or are reasonably
       likely to result in any Environmental Claim being commenced or threatened
       against such Obligor, member of the UK Group or member of the Target
       Group in any case where such claim would be reasonably likely, if
       adversely determined, to have a Material Adverse Effect.

23.7   MAINTENANCE OF LICENCES AND OTHER AUTHORISATION

       Each Obligor shall and the Parent shall procure that each member of the
       UK Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall, prior to the Pushdown Date, procure that
       each member of the Target Group shall):

       23.7.1  ensure that it has the right and is duly qualified to conduct its
               business and to the extent that the loss of any contract,
               authorisation, approval, licence, consent,


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               right or franchise could reasonably be expected to have a
               Material Adverse Effect, do all things necessary to obtain,
               preserve, keep valid and binding and, where relevant, renew all
               such contracts, authorisations, approvals, licences, consents,
               rights and franchises; and

       23.7.2  ensure that each Licence (or any replacement or renewal thereof)
               is held by a member of the UK Group (other than the Parent) or,
               prior to the Pushdown Date, a member of the Target Group (other
               than the CWC Parent).

23.8   CONDUCT BUSINESS IN ACCORDANCE WITH LICENCES

       Each Obligor shall and the Parent shall procure that each member of the
       UK Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall, prior to the Pushdown Date, procure that
       each member of the Target Group shall) carry on its business, or cause
       the same to be carried on, in accordance with the terms and conditions of
       the Licences in all material respects and no Obligor shall and the Parent
       shall procure that no member of the UK Group shall (and the CWC Parent
       shall, prior to the Pushdown Date, procure that no member of the Target
       Group shall) do, omit to do or suffer to be done, any act whereby any
       person is entitled or empowered to revoke, materially and adversely
       amend, suspend, withdraw or terminate any Licence if such amendment,
       revocation, suspension, withdrawal or termination could reasonably be
       expected to have a Material Adverse Effect.

23.9   STATUTORY REQUIREMENTS

       Each Obligor shall and the Parent shall procure that each member of the
       UK Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall, prior to the Pushdown Date, procure that
       each member of the Target Group shall) comply in all material respects
       with all Statutory Requirements binding upon it or enforceable against it
       in respect of the conduct of its business and the ownership of its
       properties if and insofar as failure to do so could reasonably be
       expected to have a Material Adverse Effect.

23.10  REGULATORY NOTICES AND COMMUNICATIONS

       The:

       23.10.1 Parent shall notify the Agent within fourteen days of receipt by
               any member of the UK Group of; and

       23.10.2 the CWC Parent (on and after the date on which it becomes a party
               hereto) shall, prior to the Pushdown Date, notify the Agent
               within fourteen days of receipt by any member of the Target Group
               of,

       any notice or communication from any government, court or regulatory
       authority or agency (including, without prejudice to the generality of
       the foregoing, the Secretary of State for Trade and Industry, Oftel or
       the Radiocommunications Agency) which may give rise to the revocation,
       termination, material adverse amendment, suspension, withdrawal or
       avoidance of any Licences or any of the terms and conditions thereof if
       such revocation, termination, material adverse amendment, suspension,
       withdrawal or avoidance could reasonably be expected to have a Material
       Adverse Effect.


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<PAGE>

23.11  COMPLIANCE WITH MATERIAL COMMERCIAL CONTRACTS

       Each Obligor shall and the Parent shall procure that each member of the
       UK Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall, prior to the Pushdown Date, procure that
       each member of the Target Group shall):

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

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

       23.11.3 not terminate any such Material Commercial Contract prior to its
               contractual termination date,

       if such non-compliance, failure to take action, amendment, variation,
       novation or supplement or termination, as the case may be, could
       reasonably be expected to have a Material Adverse Effect.

23.12  PRESERVATION OF ASSETS

       Each Obligor shall and the Parent shall procure that each member of the
       UK Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall, prior to the Pushdown Date, procure that
       each member of the Target Group shall) maintain and preserve all of its
       assets that are necessary and material in the conduct of its business as
       conducted at the date hereof in good working order and condition
       (ordinary wear and tear excepted), repair (with reasonable promptness)
       any damage to such assets and shall maintain in all material respects all
       books and records which are necessary in connection therewith or in
       connection with the conduct of its business.

23.13  SECURITY

       Each Obligor shall, at its own expense, take all such action as the Agent
       may reasonably require for the purpose of perfecting or protecting the
       Finance Parties' rights under and preserving the security interests
       intended to be created or evidenced by any of the Finance Documents to
       which it is a party, and following the making of any declaration pursuant
       to Clause 24.18 (Acceleration and Cancellation) or 24.19 (Advances Due on
       Demand) for facilitating the realisation of any such security or any part
       thereof.

23.14  ACCESS

       The Parent (in the case of each member of the UK Group) and the CWC
       Parent (on or after the date on which it becomes a party hereto and in
       the case of each member of the Target Group) shall ensure that any one or
       more representatives, agents and advisers of the Agent and/or any of the
       Banks will be allowed, whilst an Event of Default or Potential Event of
       Default is continuing and with prior notice, to have access to the
       assets, books, records and premises of each UK Group member and (prior to
       the Pushdown Date) each Target Group member and be permitted to inspect
       the same during normal business hours.

23.15  CONSENTS AND PROPERTIES

       Each Obligor which owns a Principal Property or any other property to be
       subject to a fixed charge under a Debenture shall, and the Parent shall
       procure that each such Obligor


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       in the UK Group shall (and the CWC Parent (on and after the date on which
       it becomes a party hereto) shall, prior to the Pushdown Date, procure
       that each such Obligor in the Target Group shall) use all reasonable
       endeavours to obtain consents to charge all of such properties which are
       leasehold and which are charged pursuant to the Security Documents and/or
       the Second Security Documents from the relevant landlords as soon as
       practicable.

23.16  ACQUISITION DATE SECURITY

       The Pre-Novation Borrower shall procure that, on the Acquisition Date:

       23.16.1 the CWC Accession Memorandum and the documentation required under
               Clause 38.2 (Guarantor Conditions Precedent) are delivered to the
               Agent, such as to allow CWC Holdings to accede hereto as both a
               Guarantor and the CWC Parent in accordance with Clause 38
               (Accession of Guarantors and the CWC Parent); and

       23.16.2 the Initial Security is provided.

23.17  POST-ACQUISITION DATE SECURITY

       The CWC Parent (on and after the date on which it becomes a party hereto)
       and the Pre-Novation Borrower shall procure that:

       23.17.1 within five Business Days of the Acquisition Date, each member of
               the Target Group listed in Schedule 13 (Members of the Target
               Group Providing Guarantees and Security) accedes hereto as a
               Guarantor in accordance with the provisions of Clause 38
               (Accession of Guarantors and the CWC Parent) PROVIDED THAT if any
               member of the Target Group is a party to any agreement which
               prohibits or restricts the granting of such a guarantee, the CWC
               Parent and the Pre-Novation Borrower shall only be obliged to
               procure that such member of the Target Group accedes hereto as a
               Guarantor within sixty days of the Acquisition Date (or such
               later date as may be agreed by an Instructing Group, acting
               reasonably); and

       23.17.2 within thirty days of the Acquisition Date (or such later date as
               may be agreed by an Instructing Group (acting reasonably), each
               member of the Target Group listed in Schedule 13 (Members of the
               Target Group Providing Guarantees and Security) creates security
               in favour of the Finance Parties by executing a Debenture and
               such other Security Documents as the Agent may reasonably require
               and otherwise delivers to the Agent (in form and substance
               satisfactory to the Agent) all of the documents and other
               evidence listed in Part B (Security Documentation) of Schedule 10
               (Additional Conditions Precedent) PROVIDED THAT if any member of
               the Target Group is a party to any agreement which prohibits or
               restricts the creation of such security, the CWC Parent and the
               Pre-Novation Borrower shall only be obliged to procure that such
               member of the Target Group creates such security and delivers
               such documents and evidence within sixty days of the Acquisition
               Date (or such later date as may be agreed by an Instructing
               Group, acting reasonably).


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       The Security Trustee shall, prior to the Pushdown Date and upon the
       written request of the Relevant Obligor, release or allow a member of the
       Target Group to refrain from providing any guarantee or security given or
       to be given in accordance with this Clause 23.17 where such a member of
       the Target Group is a party to an agreement which prohibits or restricts
       the granting of such a guarantee or security interest PROVIDED THAT the
       Security Trustee is satisfied (acting reasonably) that following such
       release the requirements of sub-clause 23.32.1 of Clause 23.32
       (Guarantors) will continue to be satisfied and the written request from
       the Relevant Obligor confirms (with supporting evidence) that this is the
       case.

23.18  DISCHARGE OF EXISTING TARGET INDEBTEDNESS

       Each of the Pre-Novation Borrower and, on and after the date on which it
       becomes a party hereto, the CWC Parent, shall:

       23.18.1 in relation to each category of Existing Target Indebtedness set
               out in the table below, use their reasonable endeavours to
               procure that the Pushdown Condition in relation to that category
               of Existing Target Indebtedness is satisfied no later than the
               relevant date set out in that table:

<TABLE>
<CAPTION>
                 CATEGORY OF EXISTING TARGET      LATEST DATE FOR SATISFACTION OF THE
                         INDEBTEDNESS              PUSHDOWN CONDITION IN RELATION TO
                                                   THAT EXISTING TARGET INDEBTEDNESS
               --------------------------------- --------------------------------------
               <S>                               <C>

               Yankee Bonds                       30 days after the Acquisition Date
               Existing Hedging                            Acquisition Date
               Receivables Purchase Facility               Acquisition Date
               Sterling Bonds                              Acquisition Date
               CWC Credit Agreement                        Acquisition Date
               Cable & Wireless Debt              180 days after the Acquisition Date
               High Yield Bonds                            30 September 2000
               BCM Notes                             31 March 2001 and 2 July 2001
                                                             respectively
               Videotron Mortgage                 10 days after the Acquisition Date
               NatWest Finance Leases             180 days after the Acquisition Date
               Vehicle Finance Leases             120 days after the Acquisition Date
               Overdraft Facilities                           2 July 2001
               South Herts Facility                           2 July 2001
               TWTV Debt                                      2 July 2001

</TABLE>


       23.18.2 procure that the Pushdown Condition is satisfied on or prior to 6
               July 2001.

23.19  PUSHDOWN

       Each of the CWC Parent, the Parent and the Pre-Novation Borrower shall:

       23.19.1 procure that (subject to the release by the Security Trustee of
               the Security, as contemplated in paragraph (a) of the definition
               of Pushdown), as soon as reasonably practical after and, in any
               event, no later than ten Business Days after the Pushdown
               Condition is satisfied, steps (a) to (g) of the definition of the
               Pushdown are completed in a single day; and

       23.19.2 ensure that, prior to the Pushdown Date, it and each member of
               the Target Group:


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<PAGE>

               (a)  operates its business and utilises (or refrains from
                    utilising) the permissions and exceptions to the covenants
                    set out in this Clause 23 with the overriding objective of
                    allowing the Pushdown to occur as soon as is reasonably
                    practicable after the Acquisition Date; and

               (b)  does not enter into any transaction or do anything which
                    would require it to utilise any such permissions or
                    exceptions (including, without limitation, those provided by
                    the definitions of Permitted Acquisitions, Permitted
                    Disposals, Permitted Encumbrances, Permitted Indebtedness
                    and Permitted Loans and Guarantees) if, at the time of
                    entering into the transaction or first doing such thing in
                    reliance upon such permission or exception, such transaction
                    or thing could be reasonably expected to delay the Pushdown.

23.20  UNWINDING OF ACTIONS

       If, at any time:

       23.20.1 it is reasonably likely that by doing so it will enable Pushdown
               to occur at a date earlier than that on which it could otherwise
               occur; and

       23.20.2 if the Agent (acting on the instructions of an Instructing Group)
               so requires,

       the Pre-Novation Borrower and the CWC Parent shall, and the CWC Parent
       shall procure that each member of the Target Group shall, use its
       reasonable endeavours to repay any indebtedness incurred by it after the
       Execution Date (including, without limitation, the unwinding of any
       outstanding Hedging Agreements) to the extent that such indebtedness
       needs to be repaid to satisfy the Pushdown Condition.

23.21  WORKING CAPITAL FACILITY

       NTL CC and the Parent shall ensure that an amount equal to the full
       amount of the Working Capital Facility is invested by the Parent in the
       other members of the UK Group on or prior to the time anticipated in the
       Business Plan by way of Parent Funding save to the extent that any amount
       of the Working Capital Facility has been cancelled and an amount at least
       equal to the amount so cancelled has been borrowed by the Post-Novation
       Borrower under the Term Facility.

23.22  MANDATORY CONTRIBUTION

       NTL CC shall ensure that the cash proceeds (net of any related expenses)
       of any equity or Financial Indebtedness raised by any member of the
       Covenant Group shall be applied as follows:

       23.22.1 to the extent that such amount is required, pursuant to the
               Working Capital Facility to be applied in mandatory prepayment of
               the amount outstanding thereunder, such amount shall be invested
               in the Parent by way of Subordinated Funding and so applied in
               mandatory prepayment of the amount outstanding under the Working
               Capital Facility;

       23.22.2 to the extent that such amount is required, pursuant to the
               Working Capital Facility to be applied in mandatory cancellation
               of the Working Capital Facility, such amount shall be invested in
               the Parent by way of Subordinated Funding


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<PAGE>

               and onlent by way of Parent Funding to members of the UK Group
               (other than the Parent);

       23.22.3 to the extent that such amount is not required pursuant to the
               Working Capital Facility to be applied in mandatory prepayment or
               cancellation thereof:

               (a)  from the Acquisition Date up to (and including) 31 December
                    2003, 66 2/3 per cent. of the aggregate amount of such cash
                    proceeds; and

               (b)  at all times thereafter, 75 per cent. of the aggregate
                    amount of such cash proceeds,

       in each case other than Excluded Contributions, shall be contributed to
       the Parent by way of Subordinated Funding. The Parent shall in turn
       ensure that any such Subordinated Funding received by it is contributed
       to the other members of the UK Group by way of Parent Funding.

23.23  NEGATIVE PLEDGE

       No Obligor shall and the Parent shall procure that no member of the UK
       Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall, prior to the Pushdown Date, procure that
       no member of the Target Group shall) create or permit to subsist any
       Encumbrance over all or any of its present or future undertaking,
       revenues or assets other than Permitted Encumbrances.

23.24  LOANS AND GUARANTEES

       No Obligor shall and the Parent shall procure that no member of the UK
       Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall procure that, prior to the Pushdown Date,
       no member of the Target Group shall) (save in the ordinary course of
       business) make, any loans, grant any credit or give any guarantee or
       indemnity to or for the benefit of any person or voluntarily assume any
       liability, whether actual or contingent, in respect of any obligation of
       any other person other than Permitted Loans and Guarantees.

23.25  DISPOSALS

       No Obligor shall and the Parent shall procure that no member of the UK
       Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall, prior to the Pushdown Date, procure that
       no member of the Target Group shall) sell, lease, transfer or otherwise
       dispose of, by one or more transactions or series of transactions
       (whether related or not), the whole or any part of its revenues or its
       assets other than any Permitted Disposal.

23.26  FINANCIAL INDEBTEDNESS

       23.26.1 No Obligor shall and the Parent shall procure that no member of
               the UK Group shall (and the CWC Parent (on and after the date on
               which it becomes a party hereto) shall, prior to the Pushdown
               Date, procure that no member of the Target Group shall) incur, or
               allow to subsist, any Financial Indebtedness or enter into any
               agreement or arrangement whereby it is entitled to incur, create
               or allow to subsist any Financial Indebtedness other than
               Permitted Indebtedness.


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       23.26.2 NTL CC shall procure that NTL UK shall not incur, or allow to
               subsist, any Financial Indebtedness between it and any other
               members of the NTL Holding Group or enter into any agreement or
               arrangement whereby it is entitled to incur, create or allow to
               subsist any such Financial Indebtedness other than Financial
               Indebtedness owed by it to NTL CC.

       23.26.3 NTL CC shall not, and shall procure that no other members of the
               Covenant Group shall incur, or allow to subsist any Financial
               Indebtedness or enter into any agreement or arrangement whereby
               it is entitled to incur, create or allow to subsist any Financial
               Indebtedness other than, subject to sub-clause 23.26.2, Permitted
               Covenant Group Indebtedness.

       23.26.4 NTL CC and the Parent shall procure that the only Financial
               Indebtedness outstanding between:

               (a)  NTL UK and the Parent is Subordinated UK Group Debt; and

               (b)  prior to the Pushdown Date, any members of the NTL Holding
                    Group (as lenders) and the Pre-Novation Borrower or any
                    members of the Target Group (as borrowers) is Subordinated
                    Target Group Debt.

23.27  RESTRICTED PAYMENTS

       The Pre-Novation Borrower shall not and the Parent shall not and shall
       procure that no member of the UK Group shall (and the CWC Parent (on and
       after the date on which it becomes a party hereto) shall not and shall,
       prior to the Pushdown Date, procure that no member of the Target Group
       shall) make any Restricted Payment other than Permitted Payments.

23.28  ACQUISITIONS AND INVESTMENTS

       No Obligor shall and the Parent shall procure that no member of the UK
       Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall, prior to the Pushdown Date, procure that
       no member of the Target Group shall) (a) purchase, subscribe for or
       otherwise acquire any shares (or other securities or any interest
       therein) in, or incorporate, any other company or agree to do any of the
       foregoing, or (b) purchase or otherwise acquire (other than in the
       ordinary course of business) any assets or revenues or (without
       limitation to any of the foregoing) acquire any business or interest
       therein or agree to do so, save for (and for agreements relating to):

       23.28.1 any investment or acquisition of assets contemplated in the
               Business Plan or arising out of expenditure being financed by the
               Revolving Facility or the Term Facility;

       23.28.2 any investment in a UK Group Excluded Subsidiary made out of
               Available Excess Cash Flow;

       23.28.3 Permitted Investments; and

       23.28.4 Permitted Acquisitions.


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23.29  TELECENTIAL PARTNERSHIPS

       The Parent shall, unless all of the partners of the Telecential
       Partnerships are wholly-owned members of the UK Group and are subject to
       an Encumbrance pursuant to the Security Documents and the Second Security
       Documents:

       23.29.1 procure that the aggregate of (a) the amount of any loans made by
               any members of the UK Group to either of the Telecential
               Partnerships after the Execution Date, (b) the book value of any
               assets contributed by either CableTel Limited or CableTel
               Investments Limited to either of the Telecential Partnerships
               after the Execution Date and (c) any cash contributed by either
               CableTel Limited or CableTel Investments Limited to either of the
               Telecential Partnerships after the Execution Date does not exceed
               Pound Sterling25,000,000; and

       23.29.2 use its reasonable endeavours to procure that any such loan,
               asset contribution or cash contribution made by any members of
               the UK Group within such a Pound Sterling25,000,000 threshold is
               followed, to the extent and in the manner required by the
               partnership agreements relating to the Telecential Partnerships
               (as such may be amended from time to time), by a loan, asset
               contribution or cash contribution by the minority partner in the
               relevant Telecential Partnership (and funded by the minority
               shareholder in such a minority partner).

23.30  MERGERS

       No Obligor shall and the Parent shall procure that no member of the UK
       Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall, prior to the Pushdown Date, procure that
       no member of the Target Group shall) enter into any merger or
       consolidation with any other person save for, respectively, another
       Obligor or, as the case may be, another member of the UK Group or another
       member of the Target Group.

23.31  CHANGE OF BUSINESS

       Save as contemplated in the Business Plan (and provided that nothing in
       this Clause 23.31 shall prevent an Obligor from making any investment or
       disposal which is otherwise permitted under this Agreement) no Obligor
       shall and the Parent shall procure that no member of the UK Group shall
       (and the CWC Parent (on and after the date on which it becomes a party
       hereto) shall, prior to the Pushdown Date, procure that no member of the
       Target Group shall) enter into any type of business sector which would
       result in a change in the business focus of the UK Group taken as a whole
       or, as the case may be, the Target Group taken as a whole from its
       business focus as at the date hereof.

23.32  GUARANTORS

       23.32.1 Prior to the Pushdown Date, and once the members of the Target
               Group required to do so pursuant to Clause 23.17
               (Post-Acquisition Date Security) have acceded hereto as
               Guarantors, the CWC Parent and the Pre-Novation Borrower shall
               ensure that, save to the extent that it is unable to do so as a
               result of the application of the proviso to sub-clause 23.17.1 of
               Clause 23.17 (Post Acquisition Date Security), at all times the
               aggregate EBITDA of the Guarantors (in each case calculated on an
               unconsolidated basis) for each Financial Quarter ended on or
               before the Pushdown Date equals or exceeds 90 per cent. of the
               consolidated EBITDA of the Target Group for such period.


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       23.32.2 After the Pushdown Date, the Parent shall ensure that at all
               times the aggregate EBITDA of the Guarantors (in each case
               calculated on an unconsolidated basis) for any period of four
               consecutive Financial Quarters equals or exceeds 95 per cent. of
               the consolidated EBITDA of the UK Group for such period.

       23.32.3 For the purposes of this Clause 23.32 the aggregate EBITDA of the
               Guarantors and the consolidated EBITDA of the UK Group at any
               time after the Pushdown Date:

               (a)  prior to the delivery of the financial statements for the
                    first Financial Quarter ended after the Pushdown Date, shall
                    be equal to the aggregate EBITDA of the Guarantors or, as
                    the case may be, the aggregate EBITDA of the UK Group and
                    the Target Group for the four Financial Quarters ended
                    before the Pushdown Date or, if less, the number of
                    Financial Quarters between the Execution Date and the
                    Pushdown Date annualised by multiplying by the relevant
                    fraction;

               (b)  after the delivery of the financial statements for the first
                    Financial Quarter ended after the Pushdown Date, shall be
                    equal to the aggregate EBITDA of the Guarantors or, as the
                    case may be the aggregate EBITDA of the UK Group for that
                    Financial Quarter, multiplied by four;

               (c)  after the delivery of the financial statements for the first
                    two Financial Quarters ended after the Pushdown Date, shall
                    be equal to the aggregate EBITDA of the Guarantors or, as
                    the case may be the aggregate EBITDA of the UK Group for
                    those Financial Quarters, multiplied by two;

               (d)  after the delivery of the financial statements for the first
                    three Financial Quarters ended after the Pushdown Date,
                    shall be equal to the aggregate EBITDA of the Guarantors or,
                    as the case may be, the aggregate EBITDA of the UK Group for
                    those Financial Quarters, multiplied by four and divided by
                    three; and

               (e)  after the delivery of the financial statements for the first
                    four Financial Quarters ended after the Pushdown Date, shall
                    be equal to the aggregate EBITDA of the Guarantors or, as
                    the case may be the aggregate EBITDA of the UK Group for the
                    immediately preceding four complete Financial Quarters.

       23.32.4 A breach of this Clause 23.32 shall not constitute an Event of
               Default if (i) one or more subsidiaries of the Parent or, as the
               case may be, the CWC Parent become Guarantors (in accordance with
               Clause 38 (Accession of Guarantors and the CWC Parent)), within
               five Business Days of the earlier of notice by the Agent to the
               Relevant Obligor of the breach and the Relevant Obligor becoming
               aware thereof and (ii) the Agent (acting reasonably) is satisfied
               that this Clause 23.32 will, as a result of the Guarantors
               thereby created, be satisfied.


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23.33  SHARES

       No Obligor shall and the Parent shall procure that no member of the UK
       Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall procure that no member of the Target Group
       shall) without the prior written consent of an Instructing Group, alter
       any rights attaching to its issued shares, if:

       23.33.1 those shares are subject to the Security and/or the Second
               Security; and

       23.33.2 such an alteration would be reasonably likely to prejudice the
               value of, or the ability of the Security Trustee and/or the
               Second Security Trustee to realise, the Security and/or the
               Second Security (as the case may be) over the company represented
               by those shares.

23.34  TRANSACTIONS WITH AFFILIATES

       No Obligor shall and the Parent shall procure that no member of the UK
       Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall procure that no member of the Target Group
       shall) enter into any transaction with an affiliate other than:

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

       23.34.2 transactions between:

               (a)  Obligors incorporated in the United Kingdom (other than
                    transactions prohibited under this Agreement);

               (b)  Obligors incorporated in the United States of America (other
                    than transactions prohibited under this Agreement); and

               (c)  any other transaction, not falling within (a) or (b) above
                    between members of the Group where such are otherwise
                    permitted by this Agreement;

       23.34.3 transactions in the ordinary course of business and either on no
               worse than arms' length terms or, where there is no available
               market by which to assess whether such a transaction is on no
               worse than arms' length terms, on terms such that in the
               reasonable opinion of the Parent the transaction is financially
               fair to the relevant Obligor, member of the UK Group or, as the
               case may be, member of the Target Group;

       23.34.4 transactions between Cable & Wireless Communications Services
               Limited and members of the Target Group incorporated in the
               United States of America, pursuant to existing agency
               arrangements, provided that the consideration for the provision
               of such agency arrangements is, in the reasonable opinion of the
               Parent, no less than the cost (save in any immaterial respect)
               incurred by Cable & Wireless Communications Services Limited in
               providing such services;

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

       23.34.6 insurance arrangements entered into in the ordinary course of
               business with NTL Insurance Limited (or its successor as the
               captive insurance company to the UK Group);


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       23.34.7  tax sharing arrangements and agreements to surrender tax losses;

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

       23.34.9  transactions with Cable & Wireless and its subsidiaries in
                relation to the Transaction Agreement;

       23.34.10 transactions relating to Excess Capacity Network Services
                PROVIDED THAT the price payable by any affiliates in relation to
                such Excess Capacity Network Services is no less than the cost
                incurred by the relevant Obligor, member of the UK Group or, as
                the case may be, member of the Target Group in providing such
                Excess Capacity Network Services; and

       23.34.11 transactions constituted by loans or investments in any UK Group
                Excluded Subsidiary or, prior to the Pushdown Date, in any
                Target Group Excluded Subsidiary, where such are otherwise
                permitted under this Agreement.

23.35  WORKING CAPITAL FACILITY AMENDMENTS

       The Parent shall not agree any material amendments to the terms of the
       Working Capital Facility and shall not voluntarily cancel or prepay all
       or any part thereof:

       23.35.1  unless a replacement or substitute therefor is put in place on
                terms acceptable to the Banks and it can demonstrate to the
                satisfaction of the Banks that both NTL CC and it are still able
                to comply with their obligations under Clause 23.21 (Working
                Capital Facility); or

       23.35.2  an amount equal to such cancellation is invested in the Parent
                by way of Subordinated Funding and thereafter by the Parent in
                the other members of the UK Group by way of Parent Funding.

23.36  CHANGE IN FINANCIAL YEAR

       No Obligor shall and the Parent shall procure that no member of the UK
       Group shall (and the CWC Parent (on and after the date on which it
       becomes a party hereto) shall prior to the Pushdown Date procure that no
       member of the Target Group shall) change the end of its financial year,
       other than:

       23.36.1 as agreed by an Instructing Group, acting reasonably;

       23.36.2 in the case of the CWC Parent and the Target, a change so that
               its financial year ends on 31 May 2000 which is (after May 2001)
               followed by a change in its financial year so that it ends on the
               same day as the Parent's financial year; or

       23.36.3 so as to ensure that the financial year of any member of the UK
               Group or the Target Group ends on the same date as the financial
               year of the Parent.

23.37  REVISED GROUP STRUCTURE

       23.37.1 The Pre-Novation Borrower shall, within 30 days of the Execution
               Date, deliver to the Agent the Group Structure Chart referred to
               in paragraph (b) of the definition of that term;


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       23.37.2 If the Relevant Obligor becomes aware of any material inaccuracy
               in the corporate structure as set out in either the Group
               Structure Chart delivered to the Agent or the Term Banks pursuant
               to Clause 2.5 (Initial Conditions Precedent) or any Group
               Structure Chart delivered to the Agent pursuant to this Clause
               23.37, it will deliver to the Agent as soon as reasonably
               practicable thereafter a revised Group Structure Chart which is
               true, complete and accurate insofar as it relates to the
               corporate structure of the UK Group, the Target Group or the NTL
               Holding Group.

23.38  HEDGING

       The Parent shall not, and shall procure that no member of the UK Group
       shall, enter into any Hedging Agreement other than:

       23.38.1 a Secured Hedging Agreement; or

       23.38.2 a Hedging Agreement entered into in accordance with the Hedging
               Strategy.

23.39  NOTIFICATION OF TARGET GROUP ASSETS

       The CWC Parent and the Pre-Novation Borrower shall, within twenty days of
       the Acquisition Date provide the Agent with:

       23.39.1 a schedule detailing the real property of the Target Group (other
               than leasehold interests where a rack rent is paid by the
               relevant member of the Target Group) and indicating for each such
               property (a) an estimate of its current value and (b) the nature
               of its use; and

       23.39.2 the details of the material assets of each member of the Target
               Group listed in Schedule 13 (Members of the Target Group Granting
               Security), who will be providing security over those assets in
               accordance with sub-clause 23.17.2 of Clause 23.17
               (Post-Acquisition Date Security), to the extent that such details
               are reasonably required to enable those assets to be sufficiently
               identified for the purpose of effecting such security.

       Upon receipt of the schedule referred to in sub-clause 23.39.1 the Agent
       (acting reasonably and in consultation with the CWC Parent) shall
       determine which properties are material to the business of the Target
       Group, such properties being those which will be secured in favour of the
       Finance Parties pursuant to Clause 23.17 (Post-Acquisition Date
       Security).

23.40  VOLUNTARY PREPAYMENTS

       The Pre-Novation Borrower shall not and the Parent shall not, and shall
       procure that no member of the UK Group shall (and the CWC Parent (on and
       after the date on which it becomes a party hereto) shall not, and shall,
       prior to the Pushdown Date, procure that no member of the Target Group
       shall) make any Permitted Payment under paragraph (c) of the definition
       of that term which is used or intended to be used to fund a voluntary
       prepayment by any member of the NTL Holding Group in respect of all or
       any part of any bonds, notes or similar public debt instruments issued by
       such member of the NTL Holding Group.


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24.    EVENTS OF DEFAULT

       Each of Clause 24.1 (Failure to Pay) to Clause 24.17 (Material Adverse
       Change) describes circumstances which constitute an Event of Default for
       the purposes of this Agreement. Clause 24.18 (Acceleration and
       Cancellation) and Clause 24.19 (Advances Due on Demand) deal with the
       rights of the Agent and the Banks after the occurrence of an Event of
       Default.

24.1   FAILURE TO PAY

       Any of the Obligors fails to pay any sum due from it under any of the
       Finance Documents to which it is a party at the time, in the currency and
       in the manner specified therein unless:

       24.1.1  the sum is of a principal amount which was not paid as a result
               of a technical error or failure in the transmission of funds and
               that payment is then received by the Agent within one Business
               Day of the due date;

       24.1.2  the sum is of an amount of interest and that payment is then
               received by the Agent within three Business Days of the due date;
               or

       24.1.3  the sum is of an amount other than principal or interest and that
               payment is then received by the Agent within five Business Days
               of the due date.

24.2   MISREPRESENTATION

       Any representation or statement made or repeated by NTL CC, the Parent,
       the CWC Parent or any Obligor in any of the Finance Documents or in any
       notice or other document or certificate delivered by it pursuant thereto
       or in connection therewith is or proves to have been incorrect or
       misleading in any material respect when made or deemed to be made and the
       circumstances giving rise to such inaccuracy, if capable of remedy or
       change, are not remedied or do not change, such that the relevant
       representation or statement would be correct and not misleading if
       repeated five Business Days after the earlier of (a) it being notified by
       the Agent to NTL CC in the case of a representation or statement by NTL
       CC, and to the Group Representative in all other cases, as having been
       made inaccurately and (b) NTL CC, the Parent, the CWC Parent or the
       relevant Obligor becoming aware of such inaccuracy.

24.3   SPECIFIC COVENANTS

       NTL CC, the Parent, the CWC Parent or any of the Obligors fails to comply
       with any of its obligations under Clause 21 (Financial Information) or
       Clause 23 (Covenants). No Event of Default under this Clause 24.3
       (Specific Covenants) shall occur in relation to:

       24.3.1  Clause 21.1 (Annual Statements) to Clause 21.9 (Other Financial
               Information) or Clause 21.11 (General Information) to Clause
               21.13 (Acquisition Information), if the failure to comply with
               such is remedied within five Business Days of the Agent giving
               notice thereof to the Group Representative;


       24.3.2  Clause 23 (Covenants), if the failure to comply with such is
               capable of remedy and is remedied within five Business Days of
               the date on which NTL CC, the Parent, the CWC Parent or, as the
               case may be, the relevant Obligor became


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               aware of such failure to comply PROVIDED THAT a breach of any of
               the obligations under Clause 23.2 (Claims Pari Passu), Clause
               23.3 (Maintenance of Legal Validity), 23.8 (Conduct Business in
               Accordance with Licences), 23.16 (Acquisition Date Security),
               Clause 23.17 (Post Acquisition Date Security), sub-clause 23.19.1
               of Clause 23.19 (Pushdown), Clause 23.23 (Negative Pledge),
               Clause 23.24 (Loans and Guarantees), Clause 23.25 (Disposals),
               Clause 23.27 (Restricted Payments), Clause 23.28 (Acquisitions
               and Investments), Clause 23.30 (Mergers), Clause 23.34
               (Transactions with Affiliates) and Clause 23.40 (Voluntary
               Prepayments), shall immediately give rise to an Event of Default;
               and

       24.3.3  Clause 23.4 (Insurance) to Clause 23.12 (Preservations of Assets)
               or Clause 23.34 (Transactions with Affiliates), if the failure to
               comply with such is attributable to a member of the Target Group,
               is capable of remedy and is remedied within thirty days of the
               date on which either NTL CC or the Parent becomes aware of such
               failure to comply PROVIDED THAT this sub-clause 24.3.3 shall
               cease to apply after the date falling twenty weeks after the
               Acquisition Date.

24.4   OTHER OBLIGATIONS

       NTL CC, the Parent, the CWC Parent or any of the Obligors fails duly to
       perform or comply with any other obligation expressed to be assumed by it
       in any of the Finance Documents and such failure is not remedied within
       thirty days after the Agent has given notice thereof to NTL CC, the
       Parent, the CWC Parent or, in the case of any Obligor, the Group
       Representative.

24.5   FINANCIAL CONDITION

       At any time any of the requirements of Clause 22.1 (Target Group
       Financial Condition) or Clause 22.2 (UK Group Financial Condition) is not
       satisfied.

24.6   CROSS DEFAULT

       Any:


       24.6.1  Financial Indebtedness of any Obligor or of any other member of
               the UK Group or, after the Acquisition Date and prior to the
               Pushdown Date of any other member of the Target Group is not paid
               when due and payable, after taking account of any applicable
               grace period, or, if payable on demand (after taking account of
               any applicable grace period), is not paid on demand;

       24.6.2  Financial Indebtedness of any Obligor or of any other member of
               the UK Group or, after the Acquisition Date and prior to the
               Pushdown Date of any other member of the Target Group is declared
               to be or otherwise becomes due and payable prior to its specified
               maturity by reason of a default by the relevant Obligor or other
               member of the UK Group or Target Group (as the case may be)
               (after taking account of any applicable grace period);

       24.6.3  commitment for any Financial Indebtedness of any Obligor, or of
               any other member of the UK Group or, after the Acquisition Date
               and prior to the Pushdown Date, of any other member of the Target
               Group is cancelled or


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               suspended by reason of a default by the relevant Obligor or other
               member of the UK Group or Target Group (as the case may be); or

       24.6.4  creditor or creditors of any Obligor or of any other member of
               the UK Group or after the Acquisition Date and prior to the
               Pushdown Date, of any other member of the Target Group becomes
               entitled (by reason of default) to declare any Financial
               Indebtedness of such Obligor or other member of the UK Group or
               Target Group (as the case may be) due and payable prior to its
               specified maturity by reason of default by the relevant Obligor
               or other member of the UK Group or Target Group (as the case may
               be) after taking account of any applicable grace period,

       save that this Clause shall not apply to any Financial Indebtedness of
       any Obligor or of any other member of the UK Group (or, prior to the
       Pushdown Date, of any other member of the Target Group) where such
       Financial Indebtedness or demand in relation thereto (a) is Existing
       Target Indebtedness PROVIDED THAT if any such Existing Target
       Indebtedness is accelerated or otherwise becomes due and payable it is
       repaid in full by the earlier of 5 Business Days after the demand for
       repayment or the end of the grace period contractually provided for in
       respect thereof (and the Revolving Facility may be utilised for such
       purpose), (b) is cash collateralised and such cash is available for
       application in satisfaction of such Financial Indebtedness, (c) is being
       contested in good faith by appropriate action or (d) when aggregated with
       all such Financial Indebtedness of the Obligors and any other members of
       the UK Group or prior to the Pushdown Date of any members of the Target
       Group does not exceed an aggregate of Pound Sterling20,000,000 (or its
       equivalent in other currencies).

24.7   INSOLVENCY AND RESCHEDULING

       If (a) NTL CC; (b) any Obligor; (c) on or prior to the Pushdown Date, any
       member of the UK Group or (d) prior to all of the members of the Target
       Group required to become Guarantors in accordance with Clause 23.17
       (Post-Acquisition Date Security) having done so, any member of the Target
       Group:

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

       24.7.2  commences negotiations with any one or more of its creditors with
               a view to the general readjustment or rescheduling of its
               indebtedness (other than as part of a solvent reorganisation of
               NTL CC or the relevant Obligor, member of the UK Group or member
               of the Target Group, on terms which have been approved in writing
               by the Agent, acting on the instructions of an Instructing
               Group);

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

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

24.8   WINDING-UP

       If (a) NTL CC; (b) any Obligor; (c) on or prior to the Pushdown Date, any
       member of the UK Group or (d) prior to all of the members of the Target
       Group required to become Guarantors in accordance with Clause 23.17
       (Post-Acquisition Date Security) having


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       done so, any member of the Target Group takes any corporate action or
       other steps are taken or legal proceedings are started and served for its
       winding-up, dissolution, administration or re-organisation whether by way
       of voluntary arrangement, scheme of arrangement or otherwise or for the
       appointment of a liquidator, receiver, administrator, administrative
       receiver, conservator, custodian, trustee or similar officer of it or of
       its revenues and assets PROVIDED THAT it shall not constitute an Event of
       Default if:

       24.8.1  such action, steps or proceedings relate to a solvent liquidation
               or re-organisation of a member of the UK Group or, prior to the
               Pushdown Date, of a member of the Target Group which, in either
               case is not an Obligor, or are on terms which have been approved
               in writing by the Agent, acting on the instructions of an
               Instructing Group; or

       24.8.2  such action, steps or proceedings (a) are frivolous or vexatious,
               (b) do not relate to the appointment of an administrator (or its
               equivalent in any other jurisdiction) and (c) are contested in
               good faith by appropriate legal action and are stayed or
               discharged within thirty days of their commencement.

24.9   EXECUTION OR DISTRESS

       Any execution, distress or diligence is levied against, or an
       encumbrancer takes possession of, the whole or any part of, the property,
       undertaking or assets of (a) NTL CC; (b) any Obligor; (c) on or prior to
       the Pushdown Date, any member of the UK Group or (d) prior to all of the
       members of the Target Group required to become Guarantors in accordance
       with Clause 23.17 (Post-Acquisition Date Security) having done so, any
       member of the Target Group where:

       24.9.1  the aggregate value of such assets exceeds Pound Sterling250,000;
               and

       24.9.2  such execution, distress, diligence or possession is not
               discharged within thirty days.

24.10  ANALOGOUS EVENTS

       Any event occurs which under the laws of any jurisdiction has a similar
       or analogous effect to any of those events mentioned in Clause 24.7
       (Insolvency and Rescheduling), Clause 24.8 (Winding-up) or Clause 24.9
       (Execution or Distress).

24.11  GOVERNMENTAL INTERVENTION

       By or under the authority of any government, (a) the management of any
       Obligor or, prior to the Pushdown Date, any member of the UK Group is
       wholly or partially displaced or the authority of any Obligor or, prior
       to the Pushdown Date, any member of the UK Group in the conduct of a
       material part of its business is wholly or partially curtailed or (b) all
       or a majority of the issued shares of any Obligor or, prior to the
       Pushdown Date, any member of the UK Group or the whole or any substantial
       part of its revenues or assets is seized, nationalised, expropriated or
       compulsorily acquired, in each case where such is not remedied to the
       satisfaction of the Agent within thirty days of the relevant event
       occurring.

24.12  REPUDIATION

       24.12.1 NTL CC or any Obligor repudiates any of the Finance Documents; or


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       24.12.2 the security intended to be created by, or the subordination
               effected under, the Finance Documents is not or ceases to be
               legal and valid and (except as contemplated by the Reservations
               or, if capable of remedy, such as is remedied within five
               Business Days of the earlier of (a) notice of the relevant event
               by the Agent to the Group Representative and (b) the date on
               which NTL CC or the relevant Obligor becomes aware of such event)
               binding and enforceable.

24.13  ILLEGALITY

       At any time it is or becomes unlawful for NTL CC or any of the Obligors
       to perform or comply with any or all of its obligations under any of the
       Finance Documents to which it is a party or any of the obligations of NTL
       CC or any of the Obligors thereunder are not or cease to be legal, valid
       and (except as contemplated by the Reservations or, if capable of remedy,
       such as is remedied within five Business Days of the earlier of (a)
       notice of the relevant event by the Agent to the Group Representative and
       (b) the date on which NTL CC or, as the case may be, the relevant Obligor
       becomes aware of such event) binding and enforceable.

24.14  ASSET ADJUSTMENT PAYMENTS

       If, following a member of the Target Group having made an Asset
       Adjustment Payment within paragraph (a) of the definition thereof, NTL
       Holdings fails to procure that an amount equal to such an Asset
       Adjustment Payment is (in accordance with the other terms of this
       Agreement) reimbursed to that member of the Target Group on or before the
       date which is the earlier of:

       24.14.1 ten Business Days after the date on which NTL Holdings receives a
               reimbursement from Cable & Wireless for such an Asset Adjustment
               Payment; and

       24.14.2 thirty Business Days after the date on which such an Asset
               Adjustment Payment is made,

       PROVIDED THAT the aggregate amount of Asset Adjustment Payments for which
       members of the Target Group have not been reimbursed in accordance with
       this Clause 24.14 exceeds Pound Sterling10,000,000 (or its equivalent).

24.15  DEBT ADJUSTMENT PAYMENTS

       If, following a Debt Adjustment Payment having being made to NTL Holdings
       (or any other member of the Group) in accordance with paragraph (a) of
       the definition thereof, NTL Holdings fails to procure that an amount
       equal to such a Debt Adjustment Payment is (in accordance with the other
       terms of this Agreement) invested in the Target Group or the Pre-Novation
       Borrower by the date which is:

       24.15.1 in respect of Debt Adjustment Payments anticipated on the
               Execution Date, ten Business Days after the date on which NTL
               Holdings receives such a Debt Adjustment Payment; and

       24.15.2 in respect of all other Debt Adjustment Payments, thirty Business
               Days after the date on which NTL Holdings receives such a Debt
               Adjustment Payment,


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       PROVIDED THAT the aggregate amount of Debt Adjustment Payments for which
       members of the Target Group or the Pre-Novation Borrower have not been
       reimbursed in accordance with this Clause 24.15 exceeds Pound
       Sterling10,000,000 (or its equivalent).

24.16  COVENANT GROUP CROSS DEFAULT

       Any Permitted Covenant Group Indebtedness is not paid when due and
       payable (after taking into account any applicable grace period) or (by
       reason of the occurrence of a default) is declared to be or otherwise
       becomes due and payable prior to its specified maturity or any holder or
       any creditor in respect of any such Financial Indebtedness becomes
       entitled to declare such Financial Indebtedness due and payable prior to
       its specified maturity save that this Clause shall not apply to any
       Financial Indebtedness of any member of the Covenant Group where such
       Financial Indebtedness when aggregated with all such Financial
       Indebtedness of any members of the Covenant Group does not exceed an
       aggregate of Pound Sterling20,000,000 (or its equivalent).

24.17  MATERIAL ADVERSE CHANGE

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

24.18  ACCELERATION AND CANCELLATION

       Upon the occurrence of an Event of Default and at any time thereafter
       whilst such event is continuing, the Agent may (and, if so instructed by
       an Instructing Group, shall) by written notice to the Relevant Obligor:

       24.18.1 declare the Advances to be immediately due and payable (whereupon
               the same shall become so payable together with accrued interest
               thereon and any other sums then owed by the Borrowers hereunder)
               or declare the Advances to be due and payable on demand of the
               Agent; and/or

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

       24.18.3 exercise or direct the Security Trustee (on its own behalf and on
               behalf of the Banks and the Hedge Counterparties) and the Second
               Security Trustee (on its own behalf and on behalf of the Term
               Banks), but not only one of them, to exercise all rights and
               remedies of a mortgagee or a secured party at such time and
               (without limitation), subject to the Security Documents and the
               Second Security Documents and to the extent permitted by
               applicable law, (a) foreclose on any or all of the assets subject
               to the Security and/or the Second Security by any available
               judicial procedure, (b) take possession of any or all of the
               assets subject to the Security and/or the Second Security and the
               books and records relating thereto, with or without judicial
               process and/or (c) enter any premises where any assets subject to
               the Security and/or the Second Security, or any books and records
               relating thereto, are located and take possession of and remove
               the same therefrom.

24.19  ADVANCES DUE ON DEMAND

       If, pursuant to Clause 24.18 (Acceleration and Cancellation), the Agent
       declares the Advances to be due and payable on demand of the Agent, then,
       and at any time


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       thereafter, the Agent may (and, if so instructed by an Instructing Group,
       shall) by written notice to the Parent:

       24.19.1 require repayment of the Advances on such date as it may specify
               in such notice (whereupon the same shall become due and payable
               on such date together with accrued interest thereon and any other
               sums then owed by the Borrowers hereunder) or withdraw its
               declaration with effect from such date as it may specify in such
               notice; and/or

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

       24.19.3 exercise or direct both the Security Trustee and the Second
               Security Trustee (but not only one of them) to exercise (on its
               own behalf and on behalf of the Banks who have appointed it) all
               rights and remedies of a mortgagee or a secured party in
               accordance with sub-clause 24.18.3 of Clause 24.18 (Acceleration
               and Cancellation).

24.20  ENFORCEMENT OF THE SECOND SECURITY

       If there has been a notice from the Agent pursuant to either Clause 24.18
       (Acceleration and Cancellation) or Clause 24.19 (Advances Due on Demand)
       and the Security Documents have been discharged or the Term Banks
       demonstrate to the satisfaction of the Security Trustee (acting
       reasonably) that the Security Documents are incapable of being enforced,
       the Agent shall act on the instructions of a Term Instructing Group in
       relation to the giving of instructions to the Second Security Trustee
       pursuant to sub-clause 24.18.3 of Clause 24.18 (Acceleration and
       Cancellation) and sub-clause 24.19.3 of Clause 24.19 (Advances Due on
       Demand).


25.    GUARANTEE AND INDEMNITY

25.1   GUARANTEE AND INDEMNITY

       Each of the Guarantors irrevocably and unconditionally, jointly and
       severally:

       25.1.1  guarantees to each Finance Party the due and punctual observance
               and performance of all the terms, conditions and covenants on the
               part of each Borrower contained in the Finance Documents and
               agrees to pay from time to time on demand any and every sum or
               sums of money which each Borrower is at any time liable to pay to
               any Finance Party under or pursuant to the Finance Documents and
               which has become due and payable but has not been paid at the
               time such demand is made; and

       25.1.2  agrees as a primary obligation to indemnify each Finance Party
               from time to time on demand from and against any loss incurred by
               any Finance Party as a result of any of the obligations of each
               Borrower under or pursuant to the Finance Documents being or
               becoming void, voidable, unenforceable or ineffective as against
               such Borrower for any reason whatsoever, whether or not known to
               any Finance Party or any other person, the amount of such loss
               being the amount which the person or persons suffering it would
               otherwise have been entitled to recover from such Borrower.


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25.2   ADDITIONAL SECURITY

       The obligations of each Guarantor herein contained shall be in addition
       to and independent of every other security which any Finance Party may at
       any time hold in respect of any of any Obligor's obligations under the
       Finance Documents.

25.3   CONTINUING OBLIGATIONS

       The obligations of each Guarantor herein contained shall constitute and
       be continuing obligations notwithstanding any settlement of account or
       other matter or thing whatsoever and shall not be considered satisfied by
       any intermediate payment or satisfaction of all or any of the obligations
       of the Borrowers under the Finance Documents and shall continue in full
       force and effect until final payment in full of all amounts owing by any
       Borrower under the Finance Documents and total satisfaction of all the
       Borrowers' actual and contingent obligations under the Finance Documents.

25.4   OBLIGATIONS NOT DISCHARGED

       Neither the obligations of each Guarantor herein contained nor the
       rights, powers and remedies conferred in respect of each Guarantor upon
       any Finance Party by the Finance Documents or by law shall be discharged,
       impaired or otherwise affected by:

       25.4.1  the winding-up, dissolution, administration or re-organisation of
               any Obligor or any other person or any change in its status,
               function, control or ownership;

       25.4.2  any of the obligations of any Obligor or any other person under
               the Finance Documents or under any other security taken in
               respect of any of its obligations under the Finance Documents
               being or becoming illegal, invalid, unenforceable or ineffective
               in any respect;

       25.4.3  time or other indulgence being granted or agreed to be granted to
               any Obligor or any other person in respect of its obligations
               under the Finance Documents or under any such other security;

       25.4.4  any amendment to, or any variation, waiver or release of, any
               obligation of any Obligor or any other person under the Finance
               Documents or under any such other security;

       25.4.5  any failure to take, or fully to take, any security contemplated
               hereby or otherwise agreed to be taken in respect of any
               Obligor's obligations under the Finance Documents;

       25.4.6  any failure to realise or fully to realise the value of, or any
               release, discharge, exchange or substitution of, any security
               taken in respect of any Obligor's obligations under the Finance
               Documents; or

       25.4.7  any other act, event or omission which, but for this Clause 25.4,
               might operate to discharge, impair or otherwise affect any of the
               obligations of each Guarantor herein contained or any of the
               rights, powers or remedies conferred upon any of the Finance
               Parties by the Finance Documents or by law.


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25.5   SETTLEMENT CONDITIONAL

       Any settlement or discharge between a Guarantor and any of the Finance
       Parties shall be conditional upon no security or payment to any Finance
       Party by an Obligor or any other person on behalf of an Obligor being
       avoided or reduced by virtue of any laws relating to bankruptcy,
       insolvency, liquidation or similar laws of general application and, if
       any such security or payment is so avoided or reduced, each Finance Party
       shall be entitled to recover the value or amount of such security or
       payment from such Guarantor subsequently as if such settlement or
       discharge had not occurred.

25.6   EXERCISE OF RIGHTS

       No Finance Party shall be obliged before exercising any of the rights,
       powers or remedies conferred upon them in respect of any Guarantor by the
       Finance Documents or by law:

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

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

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

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

25.7   DEFERRAL OF GUARANTORS' RIGHTS

       Until all amounts which may be or become payable by the Borrowers under
       or in connection with the Finance Documents have been irrevocably paid in
       full and unless the Agent otherwise directs, no Guarantor will exercise
       any rights which it may have by reason of performance by it of its
       obligations under the Finance Documents:

       25.7.1  to be indemnified by an Obligor; and/or

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

       25.7.3  to take the benefit (in whole or in part and whether by way of
               subrogation or otherwise) of any rights of the Finance Parties
               under the Finance Documents or of any other guarantee or security
               taken pursuant to, or in connection with, the Finance Documents
               by any Finance Party.

25.8   APPROPRIATIONS

       Until all amounts which may be or become payable by the Borrowers under
       or in connection with the Finance Documents have been irrevocably paid in
       full, each Finance Party (or any trustee or agent on its behalf) may:

       25.8.1  refrain from applying or enforcing any other moneys, security or
               rights held or received by that Finance Party (or any trustee or
               agent on its behalf) in respect of those amounts, or apply and
               enforce the same in such manner and order as it sees fit (whether
               against those amounts or otherwise) and no Guarantor shall be
               entitled to the benefit of the same; and


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       25.8.2  hold in an interest-bearing suspense account any moneys received
               from any Guarantor or on account of any Guarantor's liability
               under this Clause 25.

25.9   LIABILITY OF GROUP FOR TARGET GROUP

       Notwithstanding any other provision of the Finance Documents, no member
       of the Group (other than the Pre-Novation Borrower and any member of the
       Target Group) shall, prior to the Pushdown Date, be liable for or in
       respect of, or to procure the performance of, any obligations of the
       Pre-Novation Borrower or of any members of the Target Group nor, prior to
       the Pushdown Date, shall there be any recourse to a member of the Group
       (other than the Pre-Novation Borrower and any member of the Target Group)
       for any representation, warranty or certification made in respect of the
       Pre-Novation Borrower or any member of the Target Group or any document,
       circumstances or matter pertaining to any member of the Target Group or
       the Pre-Novation Borrower nor prior to the Pushdown Date, shall any
       member of the Group (other than the Pre-Novation Borrower and any member
       of the Target Group) be liable for any commitment commission or costs,
       expenses or taxes arising in connection with the availability of the
       Revolving Facility or the utilisation of the Revolving Facility by the
       Pre-Novation Borrower or any member of the Target Group nor, prior to the
       Pushdown Date, shall any of the Finance Parties exercise any right to
       consolidate or set-off credit balances maintained by any member of the
       Group (other than the Pre-Novation Borrower or any member of the Target
       Group) against any obligations or liabilities of the Pre-Novation
       Borrower or any member of the Target Group.


26.    COMMITMENT COMMISSION AND FEES

26.1   COMMITMENT COMMISSION ON THE REVOLVING FACILITY

       The Borrowers, acting through the Relevant Obligor, shall pay to the
       Agent for the account of each Revolving Bank in respect of each
       Commitment Period (as defined below) a commitment commission calculated
       at the rate per annum determined pursuant to Clause 26.2 (Rate of
       Commitment Commission on the Revolving Facility) on an amount equal to
       the average daily Available Revolving Commitments during such Commitment
       Period.

26.2   RATE OF COMMITMENT COMMISSION ON THE REVOLVING FACILITY

       The applicable rate of commitment commission for any Commitment Period in
       respect of the Revolving Facility shall be determined by reference to the
       average daily utilisation of the Revolving Facility during such
       Commitment Period expressed as a percentage of the average daily
       Revolving Commitment during such Commitment Period and in accordance with
       the following scale:

<TABLE>
<CAPTION>
             AVERAGE DAILY UTILISATION AS PERCENTAGE    APPLICABLE RATE OF
             OF AVERAGE DAILY REVOLVING COMMITMENT      COMMITMENT COMMISSION
             ---------------------------------------    ----------------------
             <S>                                        <C>
             Up to and including 50 per cent.           0.75 per cent.
             Over 50 per cent.                          0.50 per cent.
</TABLE>


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26.3   DEFINITIONS AND AVERAGE CALCULATIONS

       For the purposes of Clauses 26.1 (Commitment Commission on the Revolving
       Facility) and Clause 26.2 (Rate of Commitment Commission on the Revolving
       Facility):

       26.3.1  "COMMITMENT PERIOD" means each successive period of three months
               during the period beginning on the date hereof and ending on the
               date falling one month before the Revolving Termination Date
               PROVIDED THAT (a) if such a period would otherwise extend beyond
               the next succeeding Revolving Reduction Date it shall be
               shortened so as to end on that date and (b) if the last such
               period would otherwise extend beyond the Revolving Termination
               Date it shall be shortened so as to end on that date.

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

       26.3.3  The average daily Revolving Commitments during a Commitment
               Period shall equal the aggregate of the Revolving Commitments on
               each day during such Commitment Period divided by the number of
               days in such Commitment Period.

       26.3.4  The average daily Available Revolving Commitments during a
               Commitment Period shall equal the aggregate of the Available
               Revolving Commitments on each day during such Commitment Period
               divided by the number of days in such Commitment Period.

26.4   PAYMENT OF COMMITMENT COMMISSION ON THE REVOLVING FACILITY

       The Agent shall promptly after the end of each Commitment Period notify
       the Relevant Obligor (on behalf of the Borrowers) and the Revolving Banks
       of the amounts payable by the Borrowers under Clause 26.1 (Commitment
       Commission on the Revolving Facility) in respect of such Commitment
       Period and the Borrowers, acting through the Relevant Obligor, shall pay
       such amount to the Agent for account of the Revolving Banks pro rata to
       each Revolving Bank's Revolving Commitment hereunder from time to time
       during the applicable Commitment Period within five Business Days of such
       notification.

26.5   FUNDING FEE ON THE TERM FACILITY

       The Post Novation Borrower shall:

       26.5.1  on the date on which the Term Advance is made, pay to the Agent
               for the account of each Term Bank (pro rata to its participation
               in the Term Advance) a funding fee in the amount set out in a
               letter agreement between NTL Holdings, NTL Inc., General Electric
               Capital Corporation and SFG VI Inc., dated 22 June 2001 on the
               date the Term Advance is made; and

       26.5.2  pay to the Term Banks for their own account the fees and expenses
               specified in the commitment letter dated 27 April 2001 between
               General Electric Capital Corporation and NTL Holdings (and its
               attachments) at the times and in the amounts specified in such
               letter (and its attachments), as amended and


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<PAGE>

               supplemented from time to time in writing, including by the
               letter agreement between General Electric Capital Corporation,
               SFG VI Inc., NTL Inc. and NTL Holdings dated 22 June 2001 (and
               its attachments) an the letter agreement between NTL Holdings and
               General Electric Capital Corporation dated 18 July 2001 (and its
               attachments).

26.6   FEES FOR ADDITIONAL FINANCE PROVIDERS

       The Post-Novation Borrower shall pay to each Additional Finance Provider
       fees in the amount and at the times as may be agreed between the
       Post-Novation Borrower and that Additional Finance Provider.

26.7   AGENCY AND OTHER FEES

       The Relevant Obligor shall:

       26.7.1  pay (or shall procure that the Borrowers shall pay) to the Agent
               for its own account the agency fees specified in the letter dated
               16 May 2000 from the Agent to NTL Inc. and the Parent at the
               times, and in the amounts, specified in such letter; and

       26.7.2  pay (or shall procure that the Borrowers shall pay) to the
               Arrangers the fees specified in the letter dated 17 May 2000 from
               the Arrangers (and others) to NTL Inc. and the Parent (and the
               attachments thereto) at the times, and in the amounts, specified
               in such letters.


27.    COSTS AND EXPENSES

27.1   TRANSACTION EXPENSES

       The Borrowers (acting through the Relevant Obligor) shall, from time to
       time on demand of the Agent, reimburse each of the Agent, the Term Banks
       and the Arrangers for all reasonable costs and expenses (including legal
       fees) together with any VAT thereon incurred by it in connection with the
       negotiation, preparation and execution of the Finance Documents, any
       other document referred to in the Finance Documents and the completion of
       the transactions therein contemplated.

27.2   PRESERVATION AND ENFORCEMENT OF RIGHTS

       The Borrowers, acting through the Relevant Obligor shall, from time to
       time on demand of the Agent, reimburse the Finance Parties for all costs
       and expenses (including legal fees) on a full indemnity basis together
       with any VAT thereon incurred in or in connection with the preservation
       and/or enforcement of any of the rights of the Finance Parties under the
       Finance Documents and any document referred to in the Finance Documents
       (including, without limitation, any costs and expenses reasonably
       incurred in relation to any investigation as to whether or not an Event
       of Default might have occurred or is likely to occur or any steps
       necessary or desirable in connection with any proposal for remedying or
       otherwise resolving an Event of Default or Potential Event of Default).
       For the avoidance of doubt, if the Term Banks or the Revolving Banks
       shall decide at any time in connection with the Finance Documents that
       they require separate advisors, the cost of separate advisors shall be
       reimbursed on the terms and subject to the conditions of this Clause
       27.2.


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27.3   STAMP TAXES

       The Borrowers, acting through the Relevant Obligor, shall pay all stamp,
       registration and other taxes to which the Finance Documents or any
       judgment given in connection therewith is or at any time may be subject
       and shall, from time to time on demand of the Agent, indemnify the
       Finance Parties against any liabilities, costs, claims and expenses
       resulting from any failure to pay or any delay in paying any such tax.

27.4   AMENDMENT COSTS

       If an Obligor requests any amendment, waiver or consent then the
       Borrowers, acting through the Relevant Obligor, shall, within five
       Business Days of demand by the Agent, reimburse the Finance Parties for
       all costs and expenses (including legal fees) together with any VAT
       thereon reasonably incurred by such person in responding to or complying
       with such request.

27.5   BANKS' LIABILITIES FOR COSTS

       If any of the Borrowers fail to perform any of its obligations under this
       Clause 27.5, each Bank shall, in its Proportion, indemnify each of the
       Agent and the Arrangers against any loss incurred by any of them as a
       result of such failure.


28.    DEFAULT INTEREST AND BREAK COSTS

28.1   DEFAULT INTEREST PERIODS

       If any sum due and payable by an Obligor hereunder is not paid on the due
       date therefor in accordance with Clause 31 (Payments) or if any sum due
       and payable by an Obligor under any judgment of any court in connection
       herewith is not paid on the date of such judgment (in either case an
       "UNPAID SUM"), the period beginning on such due date or, as the case may
       be, the date of such judgment and ending on the date upon which the
       obligation of such Obligor to pay such sum is discharged shall be divided
       into successive periods (each an "INTEREST PERIOD"), each of which (other
       than the first) shall start on the last day of the preceding Interest
       Period and the duration of each of which shall (except as otherwise
       provided in this Clause 28) be selected by the Agent.

28.2   DEFAULT INTEREST

       An Unpaid Sum shall bear interest during each Interest Period in respect
       thereof at the rate per annum which is one per cent. per annum above the
       percentage rate which would apply if such Unpaid Sum had been an Advance
       under the Term Facility (to the extent that the Unpaid Sum is owed to
       Term Banks) or the Revolving Facility (to the extent that the Unpaid Sum
       is owed to the Revolving Banks) in the amount and currency of such Unpaid
       Sum and for the same Term or Interest Period, PROVIDED THAT if such
       Unpaid Sum relates to an Advance which became due and payable on a day
       other than the last day of a Term or Interest Period relating thereto:

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

       28.2.2  the percentage rate of interest applicable thereto from time to
               time during such period shall be that which exceeds by one per
               cent. the rate which would have been applicable to it had it not
               so fallen due, save that in relation to a Revolving


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<PAGE>

               Advance, the Revolving Margin shall be, or be deemed to be, 2.25
               per cent. per annum.

28.3   PAYMENT OF DEFAULT INTEREST

       Any interest which shall have accrued under Clause 28.2 (Default
       Interest) in respect of an Unpaid Sum shall be due and payable and shall
       be paid by the Obligor owing such Unpaid Sum to the Finance Parties to
       whom such Unpaid Sum is owed on the last day of its Interest Period in
       respect thereof or on such other dates as the Agent may specify by notice
       to such Obligor.

28.4   BREAK COSTS

       If any Bank or the Agent on its behalf receives or recovers all or any
       part of such Bank's share of an Advance or Unpaid Sum otherwise than on
       the last day of the Term or Interest Period relating thereto, the
       Borrowers (acting through the Relevant Obligor) shall pay to the Agent on
       demand for account of such Bank an amount equal to the amount (if any) by
       which (a) the additional interest which would have been payable on the
       amount so received or recovered had it been received or recovered on the
       last day of that Term or Interest Period exceeds (b) the amount of
       interest which in the opinion of the Agent would have been payable to the
       Agent on the last day of that Term or Interest Period in respect of a
       deposit in the currency of the amount so received or recovered equal to
       the amount so received or recovered placed by it with a prime bank in
       London for a period starting on the Business Day following the date of
       such receipt or recovery and ending on the last day of that Term or
       Interest Period.


29.    BORROWERS' INDEMNITIES

29.1   BORROWERS' INDEMNITY

       The Borrowers, acting through the Relevant Obligor, undertake to
       indemnify:

       29.1.1  each Finance Party against any cost, claim, loss, expense
               (including legal fees) or liability together with any VAT
               thereon, which it may sustain or incur as a consequence of the
               occurrence of any Event of Default or any default by any Obligor
               in the performance of any of the obligations expressed to be
               assumed by it in the Finance Documents;

       29.1.2  each Bank against any cost or loss it may suffer under Clause
               27.5 (Banks' Liabilities for Costs) or Clause 34.6
               (Indemnification); and

       29.1.3  each Bank against any cost or loss it may suffer or incur as a
               result of its funding or making arrangements to fund its portion
               of an Advance requested by any Borrower but not made by reason of
               the operation of any one or more of the provisions hereof.

29.2   CURRENCY INDEMNITY

       If any sum (a "SUM") due from an Obligor under the Finance Documents or
       any order or judgment given or made in relation thereto has to be
       converted from the currency (the "FIRST CURRENCY") in which such Sum is
       payable into another currency (the "SECOND CURRENCY") for the purpose of:

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


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<PAGE>

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

       the Borrowers, acting through the Relevant Obligor, shall indemnify each
       person to whom such Sum is due from and against any loss suffered or
       incurred as a result of any discrepancy between (a) the rate of exchange
       used for such purpose to convert such Sum from the First Currency into
       the Second Currency and (b) the rate or rates of exchange available to
       such person at the time of receipt of such Sum.


30.    CURRENCY OF ACCOUNT AND PAYMENT

       Sterling is the currency of account and payment for each and every sum at
       any time due from an Obligor hereunder, PROVIDED THAT:

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

       30.1.2  each payment pursuant to Clause 15.2 (Tax Indemnity), Clause 17.1
               (Increased Costs) or Clause 29 (Borrowers' Indemnities) shall be
               made in the currency specified by the party claiming thereunder.


31.    PAYMENTS

31.1   NOTIFICATION OF PAYMENTS

       Without prejudice to the liability of each party hereto promptly to pay
       each amount owing by it hereunder on the due date therefor, whenever a
       payment is expected to be made by any of the parties hereto, the Agent
       shall, at least two Business Days prior to the expected date for such
       payment, notify all the parties hereto of the amount, currency and timing
       of such payment and the identity of the party liable to make such
       payment.

31.2   PAYMENTS TO THE AGENT

       On each date on which this Agreement requires an amount to be paid by an
       Obligor or a Bank, such Obligor or, as the case may be, such Bank shall
       make the same available to the Agent for value on the due date at such
       time and in such funds and to such account with such bank as the Agent
       shall (acting reasonably) specify from time to time.

31.3   PAYMENTS BY THE AGENT

       31.3.1  Save as otherwise provided herein, each payment received by the
               Agent pursuant to Clause 31.2 (Payments to the Agent) shall:

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

                    (i)  FIRST, in or towards payment on the same day of any
                         amount then due from such Borrower hereunder to the
                         person from whom the amount was so received; and

                    (ii) SECONDLY, in or towards payment on the same day to the
                         account of such Borrower with such bank in London as
                         such Borrower shall have previously notified to the
                         Agent for this purpose; and


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<PAGE>

               (b)  in the case of any other payment, be made available by the
                    Agent to the person entitled to receive such payment in
                    accordance with this Agreement (in the case of a Bank, for
                    the account of its Facility Office) for value the same day
                    by transfer to such account of such person with such bank in
                    London as such person shall have previously notified to the
                    Agent.

       31.3.2  A payment will be deemed to have been made by the Agent on the
               date on which it is required to be made under this Agreement if
               the Agent has, on or before that date, taken steps to make that
               payment in accordance with the regulations or operating
               procedures of the clearing or settlement system used by the Agent
               in order to make the payment.

31.4   NO SET-OFF

       All payments required to be made by an Obligor hereunder shall be
       calculated without reference to any set-off or counterclaim and shall be
       made free and clear of and without any deduction for or on account of any
       set-off or counterclaim.

31.5   CLAWBACK

       Where a sum is to be paid hereunder to the Agent for account of another
       person, the Agent shall not be obliged to make the same available to that
       other person until it has been able to establish to its satisfaction that
       it has actually received such sum, but if it does so and it proves to be
       the case that it had not actually received such sum, then the person to
       whom such sum was so made available shall on request refund the same to
       the Agent together with an amount sufficient to indemnify the Agent
       against any cost or loss it may have suffered or incurred by reason of
       its having paid out such sum prior to its having received such sum.

31.6   PARTIAL PAYMENTS

       If and whenever a payment is made by an Obligor hereunder and the Agent
       receives an amount less than the due amount of such payment the Agent may
       apply the amount received towards the obligations of that Obligor under
       this Agreement in the following order:

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

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

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

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

31.7   VARIATION OF PARTIAL PAYMENTS

       The order of partial payments set out in Clause 31.6 (Partial Payments)
       shall override any appropriation made by the Obligor to which the partial
       payment relates but the order set out in sub-clauses 31.6.2, 31.6.3 and
       31.6.4 of Clause 31.6 (Partial Payments) may be varied if agreed by all
       the Banks.


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31.8   BUSINESS DAYS

       31.8.1  Any payment which is due to be made on a day that is not a
               Business Day shall be made on the next Business Day in the same
               calendar month (if there is one) or the preceding Business Day
               (if there is not).

       31.8.2  During any extension of the due date for payment of any principal
               or an Unpaid Sum under this Agreement interest is payable on the
               principal at the rate payable on the original due date.


32.    SET-OFF

32.1   CONTRACTUAL SET-OFF

       Each Obligor authorises each Bank, at any time any sum is due and payable
       hereunder and remains unpaid, to apply any credit balance to which such
       Obligor is entitled on any account of such Obligor with such Bank in
       satisfaction of any sum due and payable from such Obligor to such Bank
       under the Finance Documents but unpaid. For this purpose, each Bank is
       authorised to purchase with the moneys standing to the credit of any such
       account such other currencies as may be necessary to effect such
       application.

32.2   SET-OFF NOT MANDATORY

       No Bank shall be obliged to exercise any right given to it by Clause 32.1
       (Contractual Set-off).


33.    SHARING

33.1   PAYMENTS TO BANKS

       If a Bank (a "RECOVERING BANK") applies any receipt or recovery from an
       Obligor to a payment due under this Agreement and such amount is received
       or recovered other than in accordance with Clause 31 (Payments), then
       such Recovering Bank shall:

       33.1.1  notify the Agent of such receipt or recovery;

       33.1.2  at the request of the Agent, promptly pay to the Agent an amount
               (the "SHARING PAYMENT") equal to such receipt or recovery less
               any amount which the Agent determines may be retained by such
               Recovering Bank as its share of any payment to be made in
               accordance with Clause 31.6 (Partial Payments).

33.2   REDISTRIBUTION OF PAYMENTS

       The Agent shall treat the Sharing Payment as if it had been paid by the
       relevant Obligor and distribute it between the Finance Parties (other
       than the Recovering Bank) in accordance with Clause 31.6 (Partial
       Payments).

33.3   RECOVERING BANK'S RIGHTS

       The Recovering Bank will be subrogated into the rights of the parties
       which have shared in a redistribution pursuant to Clause 33.2
       (Redistribution of Payments) in respect of the Sharing Payment (and the
       relevant Obligor shall be liable to the Recovering Bank in an amount
       equal to the Sharing Payment).

33.4   REPAYABLE RECOVERIES

       If any part of the Sharing Payment received or recovered by a Recovering
       Bank becomes repayable and is repaid by such Recovering Bank, then:


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       33.4.1  each party which has received a share of such Sharing Payment
               pursuant to Clause 33.2 (Redistribution of Payments) shall, upon
               request of the Agent, pay to the Agent for account of such
               Recovering Bank an amount equal to its share of such Sharing
               Payment; and

       33.4.2  such Recovering Bank's rights of subrogation in respect of any
               reimbursement shall be cancelled and the relevant Obligor will be
               liable to the reimbursing party for the amount so reimbursed.

33.5   EXCEPTION

       This Clause 33 shall not apply if the Recovering Bank would not, after
       making any payment pursuant hereto, have a valid and enforceable claim
       against the relevant Obligor.

33.6   RECOVERIES THROUGH LEGAL PROCEEDINGS

       If any Bank intends to commence any action in any court it shall give
       prior notice to the Agent and the other Banks. If any Bank shall commence
       any action in any court to enforce its rights hereunder and, as a result
       thereof or in connection therewith, receives any amount, then such Bank
       shall not be required to share any portion of such amount with any Bank
       which has the legal right to, but does not, join in such action or
       commence and diligently prosecute a separate action to enforce its rights
       in another court.

33.7   SECURED HEDGING AGREEMENTS

       The Parent shall provide the Agent with, as soon as is reasonably
       practicable after the same are entered into, copies of the Secured
       Hedging Agreements entered into by either it or any member of the UK
       Group pursuant to Clause 23.38 (Hedging). The Parent and each Hedge
       Counterparty shall ensure that each Secured Hedging Agreement to which
       (a) (in the case of the Parent) it or any other member of the UK Group is
       a party or (b) (in the case of a Hedge Counterparty) it is a party:

       33.7.1  provides for "two-way payments" in the event of a termination of
               a hedging transaction entered into pursuant to a Secured Hedging
               Agreement whether upon a termination event or an event of default
               (each as defined in the Secured Hedging Agreement), meaning that
               the defaulting party under that Secured Hedging Agreement will be
               entitled to receive payment under the relevant termination
               provisions if the net replacement value of all terminated
               transactions effected under the Hedging Agreement is in its
               favour; and

       33.7.2  includes as an event of default (as defined in the Secured
               Hedging Agreement) an Event of Default.

33.8   TERMINATION OF SECURED HEDGING AGREEMENTS

       Each Hedge Counterparty shall:

       33.8.1  if (a) any hedging transaction under any Secured Hedging
               Agreement to which it is party is terminated, (b) a settlement
               amount or other amount falls due from it to any member of the UK
               Group under such a Secured Hedging Agreement and (c) the Security
               has become, and remains at the proposed date of payment
               enforceable, pay such settlement amount to the Security Trustee;
               and


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       33.8.2  unless the Agent otherwise instructs it, exercise any rights it
               may have to terminate the hedging transactions under the Secured
               Hedging Agreements to which it is party as soon as is reasonably
               practicable after the date on which the Agent declares all or any
               part of the Advances to be immediately due and payable in
               accordance with either Clause 24.18 (Acceleration and
               Cancellation) or Clause 24.19 (Advances Due on Demand).

33.9   RIGHTS OF HEDGE COUNTERPARTIES

       Whilst any Obligor has any actual or contingent liabilities under the
       Finance Documents, except with the prior consent of the Agent (acting on
       the instructions of an Instructing Group), no Hedge Counterparty will:

       33.9.1  demand or receive payment, prepayment (other than a prepayment
               arising due to the prepayment of an Advance permitted by this
               Agreement), repayment, or any distribution in respect of or on
               account of any of the Hedging Liabilities in cash or in kind or
               apply any money or property in or towards the discharge of any
               Hedging Liabilities except for:

               (a)  scheduled payments arising under the terms of the Secured
                    Hedging Agreements; and

               (b)  the proceeds of enforcement of the Security Documents
                    received and applied in the order permitted by the Security
                    Trust Agreement;

       33.9.2  exercise any right it might otherwise have pursuant to any
               Secured Hedging Agreement to terminate any hedging transactions
               under such Secured Hedging Agreement or to refuse to make any
               payment due from it under such hedging transactions until the
               Agent declares all or any part of the Advances to be immediately
               due and payable in accordance with either Clause 24.18
               (Acceleration and Cancellation) or Clause 24.19 (Advances Due on
               Demand);

       33.9.3  discharge all or any part of the Hedging Liabilities by set-off,
               any right of combination of accounts or otherwise except if and
               to the extent that those Hedging Liabilities are permitted to be
               paid under sub-clause 33.9.1(a); or

       33.9.4  take, accept or receive the benefit of any Encumbrance or
               guarantee in respect of the Hedging Liabilities other than under
               (a) the Finance Documents or (b) any other Encumbrance or
               guarantee granted for the full benefit of the Finance Parties.

33.10  AMENDMENT OF SECURED HEDGING AGREEMENTS

       Except with the prior written consent of the Agent (acting on the
       instructions of an Instructing Group), neither a member of the UK Group
       nor a Hedge Counterparty will amend, vary, supplement or allow to be
       superseded any provision of the Secured Hedging Agreements which would
       result in:

       33.10.1 any provision in the Secured Hedging Agreements being amended
               unless the Hedge Counterparty concerned, acting reasonably and in
               good faith, certifies to the Agent that it considers such
               amendment does not impose restrictions or


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               obligations or conditions on any member of the UK Group which are
               more onerous than those originally provided for in the Secured
               Hedging Agreements;

       33.10.2 any payment under the Secured Hedging Agreements being required
               to be made by a member of the UK Group earlier than the date
               originally provided for in the Secured Hedging Agreements (except
               where that payment is made as a result of the prepayment of an
               Advance permitted by this Agreement); or

       33.10.3 any member of the UK Group becoming liable to make an additional
               payment (or increase an existing payment) under any of the
               Secured Hedging Agreements, where such liability does not arise
               from the original provisions of the Secured Hedging Agreements.


34.    THE AGENT, THE ARRANGERS AND THE BANKS

34.1   APPOINTMENT OF THE AGENT

       Each of the Arrangers and the Banks hereby appoints the Agent to act as
       its agent in connection herewith and authorises the Agent to exercise
       such rights, powers, authorities and discretions as are specifically
       delegated to the Agent by the terms hereof together with all such rights,
       powers, authorities and discretions as are reasonably incidental thereto.

34.2   AGENT'S DISCRETIONS

       The Agent may:

       34.2.1  assume, unless it has, in its capacity as agent for the Banks,
               received notice to the contrary from any other party hereto, that
               (a) any representation made or deemed to be made by the Parent,
               the CWC Parent, NTL CC or an Obligor in connection with the
               Finance Documents is true, (b) no Event of Default or Potential
               Event of Default has occurred, (c) neither the Parent, the CWC
               Parent, NTL CC nor any Obligor is in breach of or default under
               its obligations under the Finance Documents and (d) any right,
               power, authority or discretion vested herein upon an Instructing
               Group, the Banks or any other person or group of persons has not
               been exercised;

       34.2.2  assume that (a) the Facility Office of each Bank is that notified
               to it by such Bank in writing and (b) the information provided by
               each Bank pursuant to Clause 41 (Notices), Clause 34.15 (Banks'
               Mandatory Cost Details) and Schedule 12 (Mandatory Costs) is true
               and correct in all respect until it has received from such Bank
               notice of a change to the Facility Office or any such information
               and act upon any such notice until the same is superseded by a
               further notice;

       34.2.3  engage and pay for the advice or services of any lawyers,
               accountants, surveyors or other experts whose advice or services
               may to it seem necessary, expedient or desirable and rely upon
               any advice so obtained;

       34.2.4  rely as to any matters of fact which might reasonably be expected
               to be within the knowledge of an Obligor upon a certificate
               signed by or on behalf of such Obligor;


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       34.2.5  rely upon any communication or document believed by it to be
               genuine;

       34.2.6  refrain from exercising any right, power or discretion vested in
               it as agent hereunder unless and until instructed by an
               Instructing Group as to whether or not such right, power or
               discretion is to be exercised and, if it is to be exercised, as
               to the manner in which it should be exercised;

       34.2.7  refrain from acting in accordance with any instructions of an
               Instructing Group to begin any legal action or proceeding arising
               out of or in connection with the Finance Documents until it shall
               have received such security as it may require (whether by way of
               payment in advance or otherwise) for all costs, claims, losses,
               expenses (including legal fees) and liabilities together with any
               VAT thereon which it will or may expend or incur in complying
               with such instructions; and

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

34.3   AGENT'S OBLIGATIONS

       The Agent shall:

       34.3.1  promptly inform each Bank of the contents of any written notice
               or document received by it in its capacity as Agent from the
               Parent, the CWC Parent, NTL CC or an Obligor under the Finance
               Documents;

       34.3.2  promptly notify each Bank of the occurrence of any Event of
               Default or any default by an Obligor in the due performance of or
               compliance with its obligations under the Finance Documents of
               which the Agent has notice from any other party hereto;

       34.3.3  promptly notify each Bank of the occurrence of an Event of
               Default under Clause 24.1 (Failure to Pay);

       34.3.4  promptly notify each Bank of all or any part of the Advances
               being declared to be immediately due and payable in accordance
               with either Clause 24.18 (Acceleration and Cancellation) or
               Clause 24.19 (Advances Due on Demand);

       34.3.5  save as otherwise provided herein, act as agent hereunder in
               accordance with any instructions given to it by an Instructing
               Group (or if specifically provided for in the Finance Documents,
               Term Instructing Group or Revolving Instructing Group as the case
               may be), which instructions shall be binding on the Arrangers and
               the Banks;

       34.3.6  if so instructed by an Instructing Group (or if specifically
               provided for in the Finance Documents, Term Instructing Group or
               Revolving Instructing Group as the case may be), refrain from
               exercising any right, power or discretion vested in it as agent
               hereunder; and

       34.3.7  unless it has a Bank's consent, refrain from acting on behalf of
               that Bank in any legal or arbitration proceedings relating to any
               Finance Document.


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       The Agent's duties under the Finance Documents are solely mechanical and
       administrative in nature.

34.4   EXCLUDED OBLIGATIONS

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

       34.4.1  be bound to enquire as to (a) whether or not any representation
               made or deemed to be made by the Parent, the CWC Parent, NTL CC
               or an Obligor in connection with the Finance Documents is true,
               (b) the occurrence or otherwise of any Event of Default or
               Potential Event of Default, (c) the performance by either the
               Parent, the CWC Parent, NTL CC or an Obligor of its obligations
               under the Finance Documents or (d) any breach of or default by
               either the Parent, the CWC Parent, NTL CC or an Obligor of or
               under its obligations under the Finance Documents;

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

       34.4.3  be bound to disclose to any other person any information relating
               to any member of the Group if (a) such information is
               confidential or (b) such disclosure would or might in its
               reasonable opinion constitute a breach of any law or a breach of
               fiduciary duty;

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

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

34.5   DELEGATION

       The Agent may delegate, transfer or assign to any of its holding
       companies, subsidiaries or subsidiaries of any of its holding companies
       all or any of the rights, powers, authorities and discretions vested in
       it under the Finance Documents and the performance of its duties in
       accordance therewith, and such delegation, transfer or assignment may be
       made upon such terms and subject to such conditions (including the power
       to sub-delegate) and subject to such regulations as the Agent may think
       fit (and the term "Agent" as used in this Agreement shall include any
       such delegate).

34.6   INDEMNIFICATION

       Each Bank shall, in its Proportion, from time to time on demand by the
       Agent, indemnify the Agent against any and all costs, claims, losses,
       expenses (including legal fees) and liabilities together with any VAT
       thereon which the Agent may incur, otherwise than by reason of its own
       gross negligence or wilful misconduct, in acting in its capacity as agent
       under the Finance Documents (other than any which have been reimbursed by
       the Borrowers pursuant to Clause 29.1 (Borrowers' Indemnity)).

34.7   EXCLUSION OF LIABILITIES

       Each Revolving Bank confirms that it has read the Notice to Recipients in
       the Information Memorandum, that it has complied with the Recipients'
       Obligations (as set out in the Notice to Recipients) and, accordingly,
       that it enters into this Agreement on the


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       basis of the Notice to Recipients. In particular, each of the Banks
       accepts that it is entering into this Agreement in reliance only on the
       representations of the Parent, the CWC Parent, NTL CC and the Obligors in
       this Agreement and on its own investigations, that it has not relied on
       the Arrangers and that, except as set out below, it neither has nor will
       have any claims against the Arrangers arising from or in connection with
       this Agreement. Similarly, each of the Revolving Banks accepts that the
       Notice to Recipients in the Information Memorandum is applicable also to
       the Agent as if the Agent had been named in addition to the Arrangers in
       the Important Notice.

       Except in the case of gross negligence or wilful default, neither the
       Agent nor any Arranger accepts any responsibility to any of the Banks:

       34.7.1  for the adequacy, accuracy and/or completeness of the Information
               Memorandum or any other information supplied by the Agent or the
               Arrangers, by the Parent, the CWC Parent, NTL CC or an Obligor or
               by any other person in connection with the Finance Documents or
               any other agreement, arrangement or document entered into, made
               or executed in anticipation of, pursuant to or in connection with
               the Finance Documents;

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

       34.7.3  for the exercise of, or the failure to exercise, any judgement,
               discretion or power given to any of them by or in connection with
               the Finance Documents or any other agreement, arrangement or
               document entered into, made or executed in anticipation of,
               pursuant to or in connection with the Finance Documents.

       Accordingly, neither the Agent nor an Arranger shall be under any
       liability (whether in negligence or otherwise) in respect of such
       matters, save in the case of gross negligence or wilful misconduct.

34.8   NO ACTIONS

       Each of the Banks agrees that it will not assert or seek to assert
       against any director, officer or employee of the Agent or the Arrangers
       any claim it might have against any of them in respect of the matters
       referred to in Clause 34.7 (Exclusion of Liabilities). Any third party
       referred to in this Clause 34.8 may enjoy the benefit of, or enforce the
       terms of, this Clause 34.8 in accordance with the provisions of the
       Contracts (Rights of Third Parties) Act 1999.

34.9   BUSINESS WITH THE GROUP

       The Agent and the Arrangers may accept deposits from, lend money to and
       generally engage in any kind of banking or other business with any member
       of the Group whether or not it may or does lead to a conflict with the
       interests of any of the Banks. Similarly, the Agent or the Arrangers may
       undertake business with or for others even though it may lead to a
       conflict with the interests of any of the Banks.


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34.10  RESIGNATION

       The Agent may resign its appointment hereunder at any time without
       assigning any reason therefor by giving not less than thirty days' prior
       notice to that effect to each of the other parties hereto, PROVIDED THAT
       no such resignation shall be effective until a successor for the Agent is
       appointed in accordance with the succeeding provisions of this Clause 34.

34.11  REMOVAL OF AGENT

       An Instructing Group may, after consultation with the Relevant Obligor,
       remove the Agent from its role as agent under the Finance Documents by
       giving notice to that effect to each of the other parties hereto. Such
       removal shall take effect only when a successor to the Agent is appointed
       in accordance with the terms of the Finance Documents.

34.12  SUCCESSOR AGENT

       If the Agent gives notice of its resignation pursuant to Clause 34.10
       (Resignation) or it is removed pursuant to Clause 34.11 (Removal of
       Agent), then any reputable and experienced bank or other financial
       institution may, with the prior consent of the Relevant Obligor be
       appointed as a successor to the Agent by an Instructing Group during the
       period of such notice but, if no such successor is so appointed, the
       Agent may appoint such a successor itself.

34.13  RIGHTS AND OBLIGATIONS

       If a successor to the Agent is appointed under the provisions of Clause
       34.12 (Successor Agent), then (a) the retiring or departing Agent shall
       be discharged from any further obligation under the Finance Documents but
       shall remain entitled to the benefit of the provisions of this Clause 34
       and (b) its successor and each of the other parties hereto shall have the
       same rights and obligations amongst themselves as they would have had if
       such successor had been a party hereto.

34.14  OWN RESPONSIBILITY

       It is understood and agreed by each Bank that at all times it has itself
       been, and will continue to be, solely responsible for making its own
       independent appraisal of and investigation into all risks arising under
       or in connection with the Finance Documents including, but not limited
       to:

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

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

       34.14.3 whether such Bank has recourse, and the nature and extent of that
               recourse, against an Obligor or any other person or any of their
               respective assets under or in connection with the Finance
               Documents, the transactions therein contemplated or any other
               agreement, arrangement or document entered into, made or executed
               in anticipation of, pursuant to or in connection with the Finance
               Documents; and


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       34.14.4 the adequacy, accuracy and/or completeness of the Information
               Memorandum and any other information provided by the Agent or the
               Arrangers, the Parent, the CWC Parent, NTL CC or an Obligor or by
               any other person in connection with the Finance Documents, the
               transactions contemplated therein or any other agreement,
               arrangement or document entered into, made or executed in
               anticipation of, pursuant to or in connection with the Finance
               Documents.

       Accordingly, each Bank acknowledges to the Agent and the Arrangers that
       it has not relied on and will not hereafter rely on the Agent and the
       Arrangers or any of them in respect of any of these matters.

34.15  BANKS' MANDATORY COST DETAILS

       Each Bank will supply the Agent with such information and in such detail
       as the Agent may require in order to calculate the Mandatory Cost Rate in
       accordance with Schedule 12 (Mandatory Costs).

34.16  RECEIPT OF INFORMATION BY THE AGENT

       Any information or document received by the Agent shall only be treated
       as having been received by the Agent if the same has been delivered to
       the Agent's agency department in accordance with Clause 41 (Notices).
       Accordingly, any information or documents received by the Agent other
       than by its agency department in accordance with Clause 41 (Notices) is
       not by reason of that receipt to be treated as having been received by
       the Agent unless and until the Agent's agency department has received
       actual notice of the same in accordance with such Clause. Save as
       expressly set out in this Agreement and, unless the Agent's agency
       department shall have received information or documents in accordance
       with Clause 41 (Notices) the Agent shall have no duty to disclose, and
       shall not be liable for the failure to disclose, any information or
       documents, that are communicated to or obtained by the Agent.


35.    ASSIGNMENTS AND TRANSFERS

35.1   BINDING AGREEMENT

       The Finance Documents shall be binding upon and enure to the benefit of
       each party hereto and its or any subsequent successors and Transferees.

35.2   NO ASSIGNMENTS AND TRANSFERS BY NTL

       Neither the Parent, the CWC Parent, NTL CC nor any Obligor shall be
       entitled to assign or transfer all or any of its rights, benefits and
       obligations under the Finance Documents, other than as permitted pursuant
       to the terms of this Agreement PROVIDED THAT the Pre-Novation Borrower
       may novate its rights and obligations under the Finance Documents to the
       Post-Novation Borrower pursuant to the implementation of the Pushdown.

35.3   ASSIGNMENT AND TRANSFERS BY BANKS

       35.3.1  Any Bank may, at any time, assign all or any of its rights and
               benefits hereunder or transfer in accordance with Clause 35.5
               (Transfers by Banks) all or any of its rights, benefits and
               obligations hereunder to, or enter into any form of
               sub-participation agreement with, a bank or financial
               institution.


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       35.3.2  The prior written consent of the Relevant Obligor (which shall be
               deemed to be given on its own behalf and on behalf of the other
               Obligors) is required for an assignment or transfer by a Bank
               unless the assignment or transfer is to:

               (a)  another Bank; or

               (b)  any subsidiary or holding company (or to any subsidiary of
                    any holding company) of the transferring Bank.

       35.3.3  The Relevant Obligor's consent must not be (a) unreasonably
               delayed or withheld or (b) withheld solely because the assignment
               or transfer may result in an increase to the Mandatory Cost Rate.

35.4   ASSIGNMENTS BY BANKS

       If any Bank assigns all or any of its rights and benefits under the
       Finance Documents in accordance with Clause 35.3 (Assignments and
       Transfers by Banks), then, unless and until the assignee has delivered a
       notice to the Agent confirming in favour of the Agent, the Arrangers and
       the other Banks that it shall be under the same obligations towards each
       of them as it would have been under if it had been an original party
       hereto as a Bank (whereupon such assignee shall become a party hereto as
       a "BANK"), the Agent, the Arrangers and the other Banks shall not be
       obliged to recognise such assignee as having the rights against each of
       them which it would have had if it had been such a party hereto.

35.5   TRANSFERS BY BANKS

       If any Bank wishes to transfer all or any of its rights, benefits and/or
       obligations under the Finance Documents as contemplated in Clause 35.3
       (Assignments and Transfers by Banks), then such transfer may be effected
       by the delivery to the Agent of a duly completed Transfer Certificate
       executed by such Bank and the relevant Transferee in which event, on the
       later of the Transfer Date specified in such Transfer Certificate and the
       fifth Business Day after (or such earlier Business Day endorsed by the
       Agent on such Transfer Certificate falling on or after) the date of
       delivery of such Transfer Certificate to the Agent:

       35.5.1  to the extent that in such Transfer Certificate the Bank party
               thereto seeks to transfer by novation its rights, benefits and
               obligations under the Finance Documents, the Parent, the CWC
               Parent, NTL CC and each of the Obligors and such Bank shall be
               released from further obligations towards one another under the
               Finance Documents and their respective rights against one another
               shall be cancelled (such rights and obligations being referred to
               in this Clause 35.5 as "DISCHARGED RIGHTS AND OBLIGATIONS");

       35.5.2  the Parent, the CWC Parent, NTL CC and each of the Obligors and
               the Transferee party thereto shall assume obligations towards one
               another and/or acquire rights against one another which differ
               from such discharged rights and obligations only insofar as the
               Parent, the CWC Parent, NTL CC, the Obligors and such Transferee
               have assumed and/or acquired the same in place of the Parent, the
               CWC Parent, NTL CC the Obligors and such Bank;

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       35.5.3  the Agent, the Arrangers, such Transferee and the other Banks
               shall acquire the same rights and benefits and assume the same
               obligations between themselves as they would have acquired and
               assumed had such Transferee been an original party hereto as a
               Bank with the rights, benefits and/or obligations acquired or
               assumed by it as a result of such transfer and to that extent the
               Agent, the Arrangers and the relevant Bank shall each be released
               from further obligations to each other under the Finance
               Documents; and

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

35.6   NO INCREASED OBLIGATIONS

       If:

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

       35.6.2  as a result of circumstances existing at the date of the
               assignment, transfer or change of Facility Office, an Obligor
               would be obliged to make a payment to the assignee, Transferee or
               the Bank acting through its new Facility Office under Clause 15.1
               (Tax Gross-up), Clause 15.2 (Tax Indemnity) or Clause 17
               (Increased Costs),

       then the assignee, Transferee or the Bank acting through its new Facility
       Office shall only be entitled to receive payment under those Clauses to
       the same extent as the assignor, transferor or the Bank acting through
       its previous Facility Office would have been if the assignment, transfer
       or change had not occurred.

35.7   ASSIGNMENT AND TRANSFER FEES

       On the date upon which an assignment takes effect pursuant to Clause 35.4
       (Assignments by Banks) or a transfer takes effect pursuant to Clause 35.5
       (Transfers by Banks), in each case where such an assignment or transfer
       takes effect after the Syndication Date, the relevant assignee or
       Transferee shall pay to the Agent for its own account a fee of Pound
       Sterling1,000.

35.8   DISCLOSURE OF INFORMATION

       Any Bank may disclose to any person:

       35.8.1  to (or through) whom such Bank assigns or transfers (or may
               potentially assign or transfer) all or any of its rights,
               benefits and obligations under the Finance Documents;

       35.8.2  with (or through) whom such Bank enters into (or may potentially
               enter into) any sub-participation in relation to, or any other
               transaction under which payments are to be made by reference to,
               the Finance Documents or any Obligor;

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

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


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       such information about the Parent, the CWC Parent, NTL CC, any Obligor or
       the Group and the Finance Documents as such Bank shall consider
       appropriate PROVIDED THAT, in relation to sub-clauses 35.8.1 and 35.8.2,
       the person to whom such information is to be given has entered into a
       Confidentiality Undertaking. Any Bank which discloses any such
       information to any of the persons referred to in sub-clause 35.8.4 shall
       procure that those persons keep the information they receive confidential
       (save for disclosures they are required to make by any applicable law).

35.9   NOTIFICATION

       The Agent shall within fourteen days of receiving a Transfer Certificate
       or a notice relating to an assignment pursuant to Clause 35.4
       (Assignments by Banks) notify the Relevant Obligor (on its own behalf and
       on behalf of the other Obligors) of any assignment or transfer completed
       pursuant to this Clause 35.

35.10  MORGAN STANLEY COMMITMENT

       References to the Revolving Commitment of Morgan Stanley Dean Witter Bank
       Limited in relation to the Revolving Facility shall be construed as
       references to the aggregate Revolving Commitment in relation to the
       Revolving Facility of Morgan Stanley Dean Witter Bank Limited and Morgan
       Stanley Senior Funding, Inc., in such proportions as Morgan Stanley Dean
       Witter Bank Limited notifies to the Agent from time to time and Morgan
       Stanley Senior Funding, Inc. is a party to this Agreement to give effect
       to such Revolving Commitment (as so notified).


36.    ECONOMIC AND MONETARY UNION

36.1   ECONOMIC AND MONETARY UNION

       If the United Kingdom becomes a Participating Member State and as a
       result the Bank of England recognises more than one currency or currency
       unit as the lawful currency of the United Kingdom:

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

       36.1.2  (unless prohibited by law) any translation from currency or
               currency unit to another shall be at the official rate of
               exchange recognised by the Bank of England for conversion,
               rounded up or down by the Agent (acting reasonably); and

       36.1.3  the Finance Documents shall be subject to such reasonable changes
               of construction as the Agent may specify from time to time to be
               appropriate to reflect the adoption of the euro in the United
               Kingdom and any relevant market conventions or practices relating
               to the euro.

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

36.2   INCREASED COSTS

       The Relevant Obligor shall, from time to time on demand of the Agent, pay
       to the Agent for the account of such Bank the amount of any cost or
       increased cost incurred by, or of


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       any reduction in any amount payable to or in the effective return on its
       capital to, or of interest or other return foregone by, a Bank or any
       holding company of such Bank as a result of the introduction of,
       changeover to or operation of the euro in the United Kingdom, other than
       any such cost or reduction or amount foregone reflected in the Mandatory
       Cost Rate.


37.    ADDITIONAL BORROWERS

37.1   REQUEST FOR ADDITIONAL BORROWER

       The Relevant Obligor may request that any member of the Target Group or
       any member of the UK Group become an Additional Borrower under the
       Revolving Facility by delivering to the Agent a Borrower Accession
       Memorandum duly executed by the Relevant Obligor and such member of the
       Target Group or, as the case may be, the UK Group, together with the
       documents and other evidence listed in Part A (Accession Conditions
       Precedent) Schedule 10 (Additional Conditions Precedent) in relation to
       such member of the Target Group or, as the case may be, the UK Group.

37.2   BORROWER CONDITIONS PRECEDENT

       A company, in respect of which the Relevant Obligor has delivered a
       Borrower Accession Memorandum to the Agent, shall become an Additional
       Borrower under the Revolving Facility and assume all the rights, benefits
       and obligations of a Borrower as if it had originally been a Borrower
       under the Revolving Facility on the date on which the Agent notifies the
       Relevant Obligor that the Agent has received, in form and substance
       satisfactory to it, all documents and other evidence listed in Part A
       (Accession Conditions Precedent) of Schedule 10 (Additional Conditions
       Precedent) in relation to such member of the Target Group or, as the case
       may be, the UK Group, unless on such date an Event of Default or
       Potential Event of Default is continuing or would occur as a result of
       such member of the Target Group or, as the case may be, the UK Group
       becoming an Additional Borrower.

37.3   RESIGNATION OF A BORROWER

       If at any time a Borrower (other than, prior to the Pushdown Date, the
       Pre-Novation Borrower and, at any time thereafter, the Post-Novation
       Borrower for so long as it has the rights and obligations of the
       Pre-Novation Borrower (which were novated to it)) is under no actual or
       contingent obligation under or pursuant to any Finance Document, the
       Relevant Obligor may request that such Borrower shall cease to be a
       Borrower by delivering to the Agent a Resignation Notice. Such
       Resignation Notice shall be accepted by the Agent on the date on which it
       notifies the Relevant Obligor that it is satisfied that such Borrower is
       under no actual or contingent obligation under or pursuant to any Finance
       Document and such Borrower shall immediately cease to be a Borrower and
       shall have no further rights, benefits or obligations hereunder save for
       those which arose prior to such date.


38.    ACCESSION OF GUARANTORS AND THE CWC PARENT

38.1   REQUEST FOR GUARANTOR

       The Relevant Obligor may request that any member of the UK Group or,
       prior to the Pushdown Date, the Target Group become a Guarantor by
       delivering to the Agent a Guarantor Accession Memorandum duly executed by
       the Relevant Obligor and such


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       member of the UK Group or, as the case may be, the Target Group, together
       with the documents and other evidence listed in Part A (Accession
       Conditions Precedent) of Schedule 10 (Additional Conditions Precedent) in
       relation to such subsidiary.

38.2   GUARANTOR CONDITIONS PRECEDENT

       A company, in respect of which the Relevant Obligor has delivered a
       Guarantor Accession Memorandum to the Agent, shall became a Guarantor and
       assume all the rights, benefits and obligations of a Guarantor as if it
       had been an original party hereto as a Guarantor on the date on which the
       Agent notifies the Relevant Obligor that it has received, in form and
       substance satisfactory to it, all the documents and other evidence listed
       in:

       38.2.1  Part C (CWC Holdings Conditions Precedent) of Schedule 3
               (Conditions Precedent), in respect of the accession of CWC
               Holdings as a Guarantor; or

       38.2.2  Part A (Accession Conditions Precedent) of Schedule 10
               (Additional Conditions Precedent), in all other cases.

38.3   RESIGNATION OF A GUARANTOR

       The Relevant Obligor may request that a Guarantor (other than, prior to
       the Pushdown Date, the CWC Parent and, at any time thereafter, the
       Parent) ceases to be a Guarantor by delivering to the Agent a Resignation
       Notice. The Agent shall accept such Resignation Notice and notify the
       Relevant Obligor of its acceptance (whereupon such Guarantor shall
       immediately cease to be a Guarantor and shall have no further rights,
       benefits or obligations hereunder) if:

       38.3.1  the Agent has received evidence, in form and substance
               satisfactory to it, confirming that after the release of such a
               Guarantor the requirements of Clause 23.32 (Guarantors) will
               continue to be satisfied; or

       38.3.2  an Instructing Group has consented to such request,

       unless on such date an Event of Default or Potential Event of Default is
       continuing or would occur as a result of such cessation.

38.4   ACCESSION OF CWC PARENT

       Upon the Pre-Novation Borrower delivering the CWC Accession Memorandum to
       the Agent, CWC Holdings shall:

       38.4.1  become a Guarantor in accordance with, and subject to the
               requirements of, Clause 38.2 (Guarantor Conditions Precedent);
               and

       38.4.2  become the CWC Parent and assume all the rights, benefits and
               obligations of the CWC Parent as if it had been an original party
               hereto as the CWC Parent.

38.5   NTL TRIANGLE ACCESSION

       The Parent may request that all the members of the NTL Triangle Sub-Group
       become Guarantors by delivering to the Agent Guarantor Accession
       Memoranda duly executed by the Parent and the members of the NTL Triangle
       Sub-Group, together with the documents and other evidence listed in Part
       A (Accession Conditions Precedent) and


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       Part B (Security Documentation) of Schedule 10 (Additional Conditions
       Precedent) in relation to such members of the NTL Triangle Sub-Group.

38.6   NTL TRIANGLE ACCESSION CONDITIONS PRECEDENT

       The members of the NTL Triangle Sub-Group, in respect of which the Parent
       has delivered Guarantor Accession Memoranda to the Agent, shall became
       Guarantors and each assume all the rights, benefits and obligations of a
       Guarantor as if it had been an original party hereto as a Guarantor on
       the date on which the Agent notifies the Parent that it has received, in
       form and substance satisfactory to it:

       38.6.1  all the documents and other evidence listed in Part A (Accession
               Conditions Precedent) and Part B (Security Documentation) of
               Schedule 10 (Additional Conditions Precedent);

       38.6.2  a pro forma business plan (over a period ending no earlier than
               31 December in the year of the Term Final Maturity Date),
               together with the key operating assumptions relating thereto,
               such a pro forma business plan demonstrating:

               (a)  pro forma compliance with the financial covenants set out in
                    Clause 22 (Financial Condition) until the Term Final
                    Maturity Date; and

               (b)  that amounts available for drawdown under the Facilities and
                    under other financing sources committed to the UK Group are
                    sufficient to meet the UK Group's projected financing needs
                    until the Term Final Maturity Date; and

       38.6.3  representations from the Parent to the Finance Parties (in the
               form agreed by the Agent, acting reasonably) in relation to such
               a business plan.

39.    CALCULATIONS AND EVIDENCE OF DEBT

39.1   BASIS OF ACCRUAL

       Interest and commitment commission shall accrue from day to day and shall
       be calculated on the basis of a year of 365 days (or, in any case where
       market practice differs, in accordance with market practice) and the
       actual number of days elapsed.

39.2   QUOTATIONS

       If on any occasion a Reference Bank or Bank fails to supply the Agent
       with a quotation required of it under the foregoing provisions of this
       Agreement, the rate for which such quotation was required shall be
       determined from those quotations which are supplied to the Agent,
       PROVIDED THAT, in relation to determining LIBOR, this Clause 39.2 shall
       not apply if only one Reference Bank supplies a quotation.

39.3   EVIDENCE OF DEBT

       Each Bank shall maintain in accordance with its usual practice accounts
       evidencing the amounts from time to time lent by and owing to it
       hereunder.

39.4   CONTROL ACCOUNTS

       The Agent shall maintain on its books a control account or accounts in
       which shall be recorded (a) the amount of any Advance or any Unpaid Sum
       and each Bank's share therein, (b) the amount of all principal, interest
       and other sums due or to become due


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       from an Obligor and each Bank's share therein and (c) the amount of any
       sum received or recovered by the Agent hereunder and each Bank's share
       therein.

39.5   PRIMA FACIE EVIDENCE

       In any legal action or proceeding arising out of or in connection with
       this Agreement, the entries made in the accounts maintained pursuant to
       Clause 39.3 (Evidence of Debt) and Clause 39.4 (Control Accounts) shall
       be prima facie evidence of the existence and amounts of the specified
       obligations of the Obligors.

39.6   CERTIFICATES OF BANKS

       A certificate of a Bank as to (a) the amount by which a sum payable to it
       hereunder is to be increased under Clause 15.1 (Tax Gross-up), (b) the
       amount for the time being required to indemnify it against any such cost,
       payment or liability as is mentioned in Clause 15.2 (Tax Indemnity),
       Clause 17.1 (Increased Costs) or Clause 29.1 (Borrower's Indemnity) or
       (c) the amount of any credit, relief, remission or repayment as is
       mentioned in Clause 16.3 (Tax Credit Payment), Clause 16.4 (Tax Credit
       Clawback) or Clause 28.4 (Break Costs) shall, in the absence of manifest
       error, be prima facie evidence of the existence and amounts of the
       specified obligations of the Obligors.

39.7   AGENT'S CERTIFICATES

       A certificate of the Agent as to the amount at any time due from a
       Borrower hereunder or the amount which, but for any of the obligations of
       such Borrower hereunder being or becoming void, voidable, unenforceable
       or ineffective, at any time would have been due from such Borrower
       hereunder shall, in the absence of manifest error, be conclusive for the
       purposes of Clause 25 (Guarantee and Indemnity).


40.    REMEDIES AND WAIVERS, PARTIAL INVALIDITY

40.1   REMEDIES AND WAIVERS

       No failure to exercise, nor any delay in exercising, on the part of any
       Finance Party, any right or remedy under the Finance Documents shall
       operate as a waiver thereof, nor shall any single or partial exercise of
       any right or remedy prevent any further or other exercise thereof or the
       exercise of any other right or remedy. The rights and remedies herein
       provided are cumulative and not exclusive of any rights or remedies
       provided by law.

40.2   PARTIAL INVALIDITY

       If, at any time, any provision of the Finance Documents is or becomes
       illegal, invalid or unenforceable in any respect under the law of any
       jurisdiction, neither the legality, validity or enforceability of the
       remaining provisions thereof nor the legality, validity or enforceability
       of such provision under the law of any other jurisdiction shall in any
       way be affected or impaired thereby.


41.    NOTICES

41.1   COMMUNICATIONS IN WRITING

       Each communication to be made under the Finance Documents shall be made
       in writing and, unless otherwise stated, shall be made by fax or letter.


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41.2   ADDRESSES

       Any communication or document to be made or delivered pursuant to the
       Finance Documents shall be made or delivered to the address or fax number
       (and the department or officer, if any, for whose attention the
       communication is made):

       41.2.1  in the case of the Parent, NTL CC, the Post-Novation Borrower,
               the Security Trustee, the Second Security Trustee and the Agent,
               identified in Schedule 19 (Certain Addresses);

       41.2.2  in the case of each Bank, notified in writing to the Agent prior
               to the date hereof (or, in the case of a Transferee, at the end
               of the Transfer Certificate to which it is a party as Transferee)
               or, in the case of a Bank which is an Additional Finance
               Provider, identified in its Additional Finance Provider Accession
               Undertaking;

       41.2.3  in the case of the CWC Parent, in the CWC Accession Memorandum;
               and

       41.2.4  in the case of each Additional Obligor, in the relevant Accession
               Memorandum,

       or to any substitute address, fax number or department or officer as the
       Parent, the CWC Parent, NTL CC, the Security Trustee, the Second Security
       Trustee, an Obligor or a Bank may notify to the Agent (or the Agent may
       notify to the Relevant Obligor (on its own behalf and on behalf of the
       other Obligors), the Security Trustee, the Second Security Trustee and
       the Banks, if a change is made by the Agent) by not less than five
       Business Days' notice. Any communication to be made to an Obligor (other
       than the Relevant Obligor) by fax shall be made to the fax number
       identified with the Relevant Obligor's name below (or, in the case of the
       CWC Parent, in the CWC Accession Memorandum). Any communication or
       document to be made or delivered to an Obligor (other than the Relevant
       Obligor) shall be copied to the Relevant Obligor. Any communication or
       document to be made or delivered to the Parent, the CWC Parent or any
       Obligor pursuant to the Finance Documents shall be copied to NTL CC (at
       the address or fax number indicated with its name below).

41.3   DELIVERY

       Any communication or document to be made or delivered by one person to
       another under or in connection with the Finance Documents shall only be
       effective:

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

       41.3.2  if by way of letter, when left at the relevant address or, as the
               case may be, five days after being deposited in the post postage
               prepaid in an envelope addressed to it at such address; and

       41.3.3  if a particular department or officer is specified as part of the
               address details provided under Clause 41.2 (Addresses), if
               addressed to that department or officer,

       PROVIDED THAT any communication or document to be made or delivered to
       the Agent shall be effective only when received by its agency division
       and then only if the same is expressly marked for the attention of the
       department or officer specified by the Agent in


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       Schedule 19 (Certain Addresses) (or such other department or officer as
       the Agent shall from time to time specify for this purpose).

41.4   THE AGENT

       All notices from or to either the Parent, the CWC Parent, NTL CC or an
       Obligor shall be sent through the Agent.

41.5   ENGLISH LANGUAGE

       Each communication and document made or delivered by one party to another
       pursuant to the Finance Documents shall be in the English language or
       accompanied by a translation thereof into English certified (by an
       officer of the person making or delivering the same) as being a true and
       accurate translation thereof.

41.6   NOTIFICATION OF CHANGES

       Promptly upon receipt of notification of a change of address or fax
       number pursuant to Clause 41.2 (Addresses) or changing its own address or
       fax number the Agent shall notify the other parties hereto of such
       change.

41.7   DEEMED RECEIPT BY THE OBLIGORS

       Any communication or document made or delivered to the Relevant Obligor
       in accordance with Clause 41.3 (Delivery) shall be deemed to have been
       made or delivered to each of the Obligors.


42.    COUNTERPARTS

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


43.    AMENDMENTS

43.1   AMENDMENTS

       Subject to Clauses 43.2 (Amendments Requiring the Consent of a Revolving
       Instructing Group), 43.3 (Amendments Requiring the Consent of all the
       Revolving Banks), 43.4 (Amendments Requiring the Consent of a Term
       Instructing Group), 43.5 (Amendments Requiring the Consent of all the
       Term Banks) and 43.6 (Amendments Requiring the Consent of all the Banks)
       if the Agent has the prior consent of an Instructing Group, the Agent,
       the Relevant Obligor, NTL CC and the Obligors party to a Finance Document
       may from time to time agree in writing to amend such Finance Document or,
       as the case may be, the Agent may consent to or waive, prospectively or
       retrospectively, any of the requirements of such Finance Document and any
       amendments or waivers so agreed or consents so given shall be binding on
       all the Finance Parties, PROVIDED THAT no such waiver or amendment shall
       subject any Finance Party hereto to any new or additional obligations
       without the consent of such Finance Party.

43.2   AMENDMENTS REQUIRING THE CONSENT OF A REVOLVING INSTRUCTING GROUP

       Subject to Clauses 43.3 (Amendments Requiring the Consent of all the
       Revolving Banks) and 43.6 (Amendments Requiring the Consent of all the
       Banks), if the Agent has the prior consent of a Revolving Instructing
       Group, the Agent, the Relevant Obligor, NTL CC and the Obligors party to
       a Finance Document may from time to time agree in writing to amend such
       Finance Document or, as the case may be, the Agent may consent to or


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       waive, prospectively or retrospectively, any of the requirements of such
       Finance Documents and any amendments or waivers so agreed or consents so
       given shall be binding on all the Finance Parties, PROVIDED THAT:

       43.2.1  the amendment, consent or waiver relates solely to the Revolving
               Facility and has no direct prejudicial effect on the Term
               Facility, including, for the avoidance of doubt, where such
               amendment, consent or waiver relates to the obligation of the
               Borrowers to make a prepayment under the Revolving Facility under
               Clause 13.4.3 (Prepayment of the Term Loan) or Clause 14.7
               (Application of Proceeds); and

       43.2.2  no such waiver or amendment shall subject any Finance Party
               hereto to any new or additional obligations without the consent
               of such Finance Party.

43.3   AMENDMENTS REQUIRING THE CONSENT OF ALL THE REVOLVING BANKS

       Subject to Clause 43.6 (Amendments Requiring the Consent of all the
       Banks), an amendment or waiver which relates to:

       43.3.1  a change in the principal amount or currency of any Revolving
               Advance, or deferral of any Repayment Date, any Revolving
               Reduction Date or the Revolving Termination Date;

       43.3.2  a decrease in the Revolving Margin or the amount of any payment
               of interest, fees or any other amount payable hereunder to any
               Revolving Bank or deferral of the date of payment thereof;

       43.3.3  the conditions set out in sub-clause 3.1.9 of Clause 3.1
               (Drawdown Conditions for Revolving Advances) if an Event of
               Default or Potential Event of Default which relates to a Repeated
               Representation or Clause 23.23 (Negative Pledge) is continuing;

       43.3.4  an increase in the Revolving Commitment of a Bank (other than
               pursuant to Clause 35 (Assignments and Transfers));

       43.3.5  the definition of Revolving Instructing Group; or

       43.3.6  any provision which is expressed to be subject to the consent of
               all the Revolving Banks,

       shall not be made without the prior written consent of all the Revolving
       Banks.

43.4   AMENDMENTS REQUIRING THE CONSENT OF A TERM INSTRUCTING GROUP

       Subject to Clauses 43.5 (Amendments Requiring the Consent of all the Term
       Banks) and 43.6 (Amendments Requiring the Consent of all the Banks), if
       the Agent has the prior consent of a Term Instructing Group, the Agent,
       the Relevant Obligor, NTL CC and the Obligors party to a Finance Document
       may from time to time agree in writing to amend such Finance Document or,
       as the case may be, the Agent may consent to or waive, prospectively or
       retrospectively, any of the requirements, of such Finance Documents and
       any amendments or waivers so agreed or consents so given shall be binding
       on all the Finance Parties, PROVIDED THAT:


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       43.4.1  the amendment, consent or waiver relates solely to the Term
               Facility and has no direct prejudicial effect on the Revolving
               Facility, including where such amendment, consent or waiver
               relates to:

               (a)  a provision of this Agreement or any related definition
                    which imposes a restriction on any member of the Covenant
                    Group or the UK Group by reference to the Term Final
                    Maturity Date, (EXCEPT THAT where such provision or
                    definition uses the Term Final Maturity Date as a limit, the
                    limit shall not be amended or waived so as to fall prior to
                    the Revolving Termination Date, and where such provision or
                    definition uses six months after the Term Final Maturity
                    Date as a limit, the limit shall not be amended or waived so
                    as to fall prior to the date falling one year after the
                    Revolving Termination Date, in each case without the consent
                    of an Instructing Group);

               (b)  the obligation of the Post-Novation Borrower to make a
                    prepayment under the Term Facility under Clause 14.7
                    (Application of Proceeds);  or

               (c)  the making of any of the representations and warranties
                    pursuant to Clause 20.1.6 (Representations);

       43.4.2  the amendment, consent or waiver relates to receipt of any
               documents or other evidence under sub-clause 2.5.2 of Clause 2.5
               (Initial Conditions Precedent), or any waiver letter granted by
               the Term Banks in respect thereof; and

       43.4.3  no such waiver or amendment shall subject any Finance Party
               hereto to any new or additional obligations without the consent
               of such Finance Party.

43.5   AMENDMENTS REQUIRING THE CONSENT OF ALL THE TERM BANKS

       Subject to Clause 43.6 (Amendments Requiring the Consent of all the
       Banks), an amendment or waiver which relates to:

       43.5.1  a change in the principal amount or currency of any Term Advance
               or deferral of any Term Repayment Date, the last day of any
               Interest Period or the Term Final Maturity Date;

       43.5.2  a decrease in the Term Margin or the amount of any payment of
               interest, fees or any other amount payable hereunder to any Term
               Bank or deferral of the date for payment thereof;

       43.5.3  an increase in the Term Commitment of a Bank (other than pursuant
               to Clause 35 (Assignments and Transfers));

       43.5.4  the definition of Term Instructing Group; or

       43.5.5  any terms of the undertaking to be given by the Security Trustee
               to the Second Security Trustee pursuant to Clause 9 (Second
               Security Documents) of the Restatement Amendment Agreement

       43.5.6  any provision which is expressed to be subject to the consent of
               all the Term Banks,


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       shall not be made without the prior consent of all the Term Banks.

43.6   AMENDMENTS REQUIRING THE CONSENT OF ALL THE BANKS

       An amendment or waiver which relates to:

       43.6.1  Clause 33 (Sharing) or this Clause 43;

       43.6.2  an increase in the Revolving Margin or the Term Margin or the
               amount of any payment of interest, fees or any other amount
               payable hereunder to any Finance Party or acceleration of the
               date of payment thereof;

       43.6.3  the acceleration of any Revolving Reduction Date, Term Repayment
               Date, the Revolving Termination Date or the Term Final Maturity
               Date (provided that the Term Final Maturity Date may be
               accelerated with the consent of a Term Instructing Group to a
               date no earlier than one year after the Revolving Termination
               Date);

       43.6.4  Clause 25 (Guarantee and Indemnity);

       43.6.5  a release of any of the Security;

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

       43.6.7  a change to the Borrowers or Guarantors other than in accordance
               with Clause 37 (Additional Borrowers) or Clause 38 (Accession of
               Guarantors and the CWC Parent);

       43.6.8  Clause 2.6 (Banks' Obligations Several), Clause 2.7 (Banks'
               Rights Several), Clause 37 (Additional Borrowers) or Clause 38
               (Accession of Guarantors and the CWC Parent);

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

       43.6.10 any provision which contemplates the need for the consent or
               approval of all the Banks;

       43.6.11 Clause 2.8 (Acknowledgement of Second Security);

       43.6.12 a provision of the Security Trust Agreement or the Second
               Security Trust Agreement;

       43.6.13 a release of any of the Second Security; or

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

       shall not be made without the prior consent of all the Banks.

43.7   EXCEPTIONS

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


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       43.7.1  amend or waive this Clause 43, Clause 27 (Costs and Expenses) or
               Clause 34 (The Agent, the Arrangers and the Banks); or

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


44.    GOVERNING LAW

       This Agreement is governed by English law.

45.    JURISDICTION

45.1   ENGLISH COURTS

       The courts of England have exclusive jurisdiction to settle any dispute
       (a "DISPUTE") arising out of or in connection with this Agreement
       (including a dispute regarding the existence, validity or termination of
       this Agreement or the consequences of its nullity).

45.2   CONVENIENT FORUM

       The parties agree that the courts of England are the most appropriate and
       convenient courts to settle Disputes between them and, accordingly, that
       they will not argue to the contrary.

45.3   NON-EXCLUSIVE JURISDICTION

       This Clause 45 is for the benefit of the Finance Parties only. As a
       result and notwithstanding Clause 45.1 (English Courts), it does not
       prevent any Finance Party from taking proceedings relating to a Dispute
       ("PROCEEDINGS") in any other courts with jurisdiction. To the extent
       allowed by law, the Finance Parties may take concurrent Proceedings in
       any number of jurisdictions.

45.4   SERVICE OF PROCESS

       NTL CC agrees that the documents which start any Proceedings and any
       other documents required to be served in relation to those Proceedings
       may be served on it by service of such documents on NTL Group Limited at
       NTL House, Bartley Wood Business Park, Hook, Hampshire RG27 9UP (marked
       for the attention of Robert Mackenzie) or, if different, its registered
       office.

       If NTL Group Limited ceases to have a place of business in Great Britain
       or, as the case may be, its appointment ceases to be effective, NTL CC
       shall immediately appoint another person in England to accept service of
       process on its behalf in England. If NTL CC fails to do so (and such
       failure continues for a period of not less than fourteen days), the Agent
       shall be entitled to appoint such a person by notice to NTL CC. Nothing
       contained herein shall restrict the right to serve process in any other
       manner allowed by law. This Clause 45.4 applies to Proceedings in England
       and to Proceedings elsewhere.


                                      179
<PAGE>


                                   SCHEDULE 1
                                    THE BANKS

                                     PART A
                                (REVOLVING BANKS)

<TABLE>
<CAPTION>
     REVOLVING BANK                                                 REVOLVING
                                                                    COMMITMENT
                                                                  Pound Sterling
<S>                                                                <C>
     The Chase Manhattan Bank                                      211,232,242.43
     Morgan Stanley Dean Witter Bank Limited                       135,876,363.65
     Morgan Stanley Senior Funding, Inc.                                        -
     Bank of America, N.A.                                         135,876,363.65
     BNP Paribas                                                   135,876,363.65
     CIBC World Markets plc                                        135,876,363.65
     Citibank, N.A.                                                135,876,363.65
     The Royal Bank of Scotland plc                                135,876,363.65

     Deutsche Bank AG London                                       133,376,363.65

     IntesaBci S.p.A., London Branch                                90,355,878.78
     The Bank of Nova Scotia                                        90,355,878.78
     Bankgesellschaft Berlin AG                                     90,355,878.78
     The Governor and Company of the Bank of Scotland               90,355,878.78
     Bayerische Landesbank Girozentrale acting through its
       London Branch                                                90,355,878.78
     Credit Lyonnais                                                90,355,878.78
     Fortis Bank S.A./N.V.                                          90,355,878.78
     HSBC Bank plc                                                  90,355,878.78
     Westdeutsche Landesbank Girozentrale                           90,355,878.78

     Abbey National Treasury Services plc                           54,616,969.70
     Bayerische Hypo- und Vereinsbank AG, London Branch             54,616,969.70
     Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.           54,616,969.70
             (trading as Rabobank International, London
             Branch)
     Dresdner Bank AG London Branch                                 54,616,969.70

     Lloyds TSB Bank plc                                            45,672,727.28

     The Dai-Ichi Kangyo Bank, Limited                              44,616,969.70

     Fleet National Bank                                            38,172,727.28

     Credit Agricole Indosuez                                       25,000,000.00
</Table>

                                      180
<PAGE>


<TABLE>
<CAPTION>
<S>                                                                 <C>
     Credit Industriel et Commercial                                25,000,000.00
     The Bank of Tokyo-Mitsubishi, Ltd.                             20,000,000.00
     Barclays Bank PLC                                              20,000,000.00
     IBM United Kingdom Financial Services Limited                  20,000,000.00

     Natexis Banques Populaires (London Branch)                     15,000,000.00
     ABC International Bank Plc                                     15,000,000.00

     The Governor and Company of the Bank of Ireland                10,000,000.00
     N M Rothschild & Sons Ltd                                      10,000,000.00
     The Sumitomo Trust & Banking Co. Ltd                           10,000,000.00
     Singer & Friedlander Limited                                   10,000,000.00

     TOTAL                                                          2,500,000,000
</TABLE>


                                      181
<PAGE>


                                     PART B
                                  (TERM BANKS)

<TABLE>
<CAPTION>
TERM BANK                                                                 TERM
                                                                       COMMITMENT
                                                                     Pound Sterling
<S>                                                                    <C>
GE Capital Structured Finance Group Limited                            200,000,000

TOTAL                                                                  200,000,000
</TABLE>


                                      182
<PAGE>


                                   SCHEDULE 2
                          FORM OF TRANSFER CERTIFICATE

To: Chase Manhattan International Limited

                              TRANSFER CERTIFICATE

relating to the agreement dated 30 May 2000 (as from time to time amended,
varied, novated, supplemented or restated the "CREDIT AGREEMENT") whereby
certain credit facilities were made available to a group of borrowers including
NTL Investment Holdings Limited by a group of banks on whose behalf Chase
Manhattan International Limited acted as agent in connection therewith.

1.     Terms defined in the Credit Agreement shall, subject to any contrary
       indication, have the same meanings herein. The terms Bank, Transferee and
       Portion Transferred are defined in the schedule hereto.

2.     The Bank (i) confirms that the details in the schedule hereto under the
       heading "BANK'S PARTICIPATION IN THE REVOLVING FACILITY", "REVOLVING
       Advances", "BANK'S PARTICIPATION IN THE TERM FACILITY" and "TERM
       ADVANCES" accurately summarises its participation in the Credit Agreement
       and the Term or Interest Period of any existing Advances and (ii)
       requests the Transferee to accept and procure the transfer by novation to
       the Transferee of the Portion Transferred (specified in the schedule
       hereto) of its Revolving Commitment and/or Term Commitment and/or its
       participation in such Advance(s) by counter-signing and delivering this
       Transfer Certificate to the Agent at its address for the service of
       notices specified in the Credit Agreement.

3.     The Transferee hereby requests the Agent to accept this Transfer
       Certificate as being delivered to the Agent pursuant to and for the
       purposes of Clause 35.5 (Transfers by Banks) of the Credit Agreement so
       as to take effect in accordance with the terms thereof on the Transfer
       Date or on such later date as may be determined in accordance with the
       terms thereof.

4.     The Transferee confirms that it has received a copy of the Credit
       Agreement together with such other information as it has required in
       connection with this transaction and that it has not relied and will not
       hereafter rely on the Bank to check or enquire on its behalf into the
       legality, validity, effectiveness, adequacy, accuracy or completeness of
       any such information and further agrees that it has not relied and will
       not rely on the Bank to assess or keep under review on its behalf the
       financial condition, creditworthiness, condition, affairs, status or
       nature of the Parent, the CWC Parent, the NTL Holding Group or the
       Obligors.

5.     The Transferee hereby undertakes with the Bank and each of the other
       parties to the Credit Agreement that it will perform in accordance with
       their terms all those obligations which by the terms of the Finance
       Documents will be assumed by it after delivery of this Transfer
       Certificate to the Agent and satisfaction of the conditions (if any)
       subject to which this Transfer Certificate is expressed to take effect.


                                      183
<PAGE>


6.     The Bank makes no representation or warranty and assumes no
       responsibility with respect to the legality, validity, effectiveness,
       adequacy or enforceability of the Finance Documents or any document
       relating thereto and assumes no responsibility for the financial
       condition of the Obligors or for the performance and observance by the
       Obligors of any of its obligations under the Finance Documents or any
       document relating thereto and any and all such conditions and warranties,
       whether express or implied by law or otherwise, are hereby excluded.

7.     The Bank hereby gives notice that nothing herein or in the Finance
       Documents (or any document relating thereto) shall oblige the Bank to (a)
       accept a re-transfer from the Transferee of the whole or any part of its
       rights, benefits and/or obligations under the Finance Documents
       transferred pursuant hereto or (b) support any losses directly or
       indirectly sustained or incurred by the Transferee for any reason
       whatsoever including the non-performance by an Obligor or any other party
       to the Finance Documents (or any document relating thereto) of its
       obligations under any such document. The Transferee hereby acknowledges
       the absence of any such obligation as is referred to in (a) or (b) above.

8.     This Transfer Certificate and the rights, benefits and obligations of the
       parties hereunder shall be governed by and construed in accordance with
       English law.

                                  THE SCHEDULE

9.     Bank:

10.    Transferee:

11.    Transfer Date:

12.    Bank's Participation in the
       Revolving Facility:

       Bank's Revolving Commitment                       Portion Transferred

13.    Revolving Advance(s):      Term and Repayment     Portion Transferred

                                  Date
       Amount of Bank's Participation

14.    Bank's Participation in the Term
       Facility:

       Bank's Term Commitment                            Portion Transferred

15.    Term Advance(s):           Interest Period        Portion Transferred

       Amount of Bank's Participation


                                      184
<PAGE>


       [Transferor Bank]                  [Transferor Bank]

       By:                                By:

       Date:                              Date:


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

                      ADMINISTRATIVE DETAILS OF TRANSFEREE

Address:

Contact Name:

Account for Payments:

Telex:

Fax:

Telephone:

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

NOTE: EACH TRANSFEREE SHOULD, AT THE SAME TIME AS EXECUTING THIS TRANSFER
CERTIFICATE, EXECUTE ACCESSION MEMORANDA IN RELATION TO THE SECURITY TRUST
AGREEMENT AND THE INTERCREDITOR AGREEMENT.


                                      185
<PAGE>


                                   SCHEDULE 3
                              CONDITIONS PRECEDENT

                                     PART A
                          INITIAL CONDITIONS PRECEDENT

(a)    Corporate Documents

1.     In relation to the Parent, the Pre-Novation Borrower, NTL UK, NTL CC and
       NTL Inc. (each an "ORIGINAL OBLIGOR"):

       (a)     a copy, certified as at the date of this Agreement a true and
               up-to-date copy by an Authorised Signatory of such Original
               Obligor, of the constitutional documents of such Original
               Obligor;

       (b)     a copy, certified as at the date of this Agreement a true and
               up-to-date copy by an Authorised Signatory of such Original
               Obligor, of a board resolution of such Original Obligor approving
               the execution, delivery and performance of the Finance Documents
               to which that Original Obligor is a party and the terms and
               conditions thereof and authorising a named person or persons to
               sign such Finance Documents and any documents to be delivered by
               such Original Obligor pursuant thereto;

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

2.     In relation to the Pre-Novation Borrower, a certificate of an Authorised
       Signatory of the Pre-Novation Borrower confirming that utilisation of the
       full amount of the Revolving Facility would not breach any restriction of
       its borrowing powers.

3.     The Group Structure Chart referred to in paragraph (a) of the definition
       of that term.

(b)    ACCOUNTS AND REPORTS

1.     The Business Plan.

2.     Copies of the Original Financial Statements referred to in paragraphs (a)
       to (c) of the definition of that term, certified true copies by an
       Authorised Signatory of either the Pre-Novation Borrower (in the case of
       its and the Target's financial statements) or the Parent (in the case of
       its financial statements).

(c)    ACQUISITION AND RELATED MATTERS

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


                                      186
<PAGE>


2.     A certificate from an Authorised Signatory of the Parent confirming that
       all the conditions precedent to the completion of the Acquisition in
       accordance with the Transaction Agreement have been satisfied or waived
       as permitted thereby save insofar as such conditions precedent relate to
       or are dependent upon the utilisation of the Revolving Facility.

3.     A copy, certified as being a true and complete copy by an Authorised
       Signatory of the Parent of the resolutions of the shareholders of the
       Target passed at the Court Meetings.

4.     A copy, certified as being a true and complete copy by an Authorised
       Signatory of Parent, of the resolutions of the shareholders of the Target
       passed at the EGM.

5.     A certified copy of the order of the Court sanctioning the Scheme under
       Section 425, as registered with the Registrar of Companies.

6.     Certified copies of executed stock transfer forms evidencing that NTL
       Holdings will, upon registration of the transfers effected by such stock
       transfer forms, hold shares in the issued share capital of CWC Holdings
       (representing 100 per cent. of the shares in CWC Holdings subject to the
       call option in favour of NTL Holdings granted pursuant to the Transaction
       Agreement).

7.     A certificate from an Authorised Signatory of the Parent confirming that,
       immediately following the completion of the Acquisition neither any
       member of the UK Group nor (to the best of such Authorised Signatory's
       knowledge and belief) any member of the Target Group shall have (or will
       have) any Financial Indebtedness outstanding (other than Permitted
       Indebtedness) and that all Encumbrances (other than Permitted
       Encumbrances) have been, or will be, discharged.

8.     A Certificate of an Authorised Signatory of the Parent confirming that
       all necessary consents, licences, authorisations and approvals in
       relation to the Acquisition and the Finance Documents have been obtained,
       together with copy letters from the ITC, Oftel and the DTI and copies of
       any consents or other approvals required under the terms of any Licence.

9.     A letter from the Parent's insurance broker addressed to the Agent
       confirming the adequacy of the UK Group's insurance cover.

(d)    SECURITY DOCUMENTS AND RELATED DOCUMENTATION

1.     The Pre-Novation Borrower Intra-Group Loan Assignment and the
       Pre-Novation Borrower Security Over Cash Agreement, duly executed and
       delivered by the Pre-Novation Borrower.

2.     The NTL UK Revolving Bank Subordination Agreement, duly executed by NTL
       UK.

3.     The NTL Subordination Agreement, duly executed by NTL Inc.

4.     The NTL Intra-Group Loan Assignment and the NTL Security Over Cash
       Agreement, duly executed and delivered by NTL Inc.

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


                                      187
<PAGE>


(e)    LEGAL OPINIONS

1.     A legal opinion from Clifford Chance, London, the Agent's English counsel
       in substantially the form distributed to the Revolving Banks prior to the
       signing of this Agreement.

2.     A legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP, NTL CC's
       Delaware counsel, in substantially the form distributed to the Revolving
       Banks prior to the signing of this Agreement.

(f)    MISCELLANEOUS

1.     The fees letters referred to in Clause 26.6 (Agency and Other Fees).

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

       (a)     this Agreement (for NTL CC); and

       (b)     the NTL Subordination Agreement, the NTL Intra-Group Loan
               Assignment and the NTL Security Over Cash Agreement (for NTL
               Inc.).

3.     Evidence confirming that, in addition to the amounts specified in the
       balance sheet in the management accounts for the Group for the period
       ended 30 April 2000, an amount of no less than Pound
       Sterling2,800,000,000 (or its equivalent) has been or will on the
       Acquisition Date be invested in the common stock or convertible preferred
       stock of NTL Holdings by France Telecom S.A.

4.     Evidence that no less than:

       (a)     Pound Sterling215,798,000 was available for use by the UK Group
               as at 25 May 2000; and

       (b)     Pound Sterling591,166,950 was available for use by the
               Pre-Novation Borrower as at 25 May 2000,

       such evidence comprising of certificates from an Authorised Signatory of
       the Parent or, as the case may be, the Pre-Novation Borrower.

5.     Evidence that the Working Capital Facility is in place and all conditions
       precedent thereunder (save for those that are conditional on the
       effectiveness of this Agreement) have been satisfied or waived in
       accordance with their terms.


                                      188
<PAGE>


                                     PART B
                        CWC HOLDINGS CONDITIONS PRECEDENT

(A)    Corporate Documents

1.     In relation to CWC Holdings:

       (a)     a copy, certified as at the Execution Date a true and up-to-date
               copy by an Authorised Signatory of CWC Holdings, of the
               constitutional documents of CWC Holdings;

       (b)     a copy, certified as at the Execution Date a true and up-to-date
               copy by an Authorised Signatory of CWC Holdings, of a board
               resolution of CWC Holdings approving the execution, delivery and
               performance of the Finance Documents to which CWC Holdings is a
               party and the terms and conditions thereof and authorising a
               named person or persons to sign such Finance Documents and any
               documents to be delivered by CWC Holdings pursuant thereto;

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

2.     A copy, certified as at the date of this Agreement a true and up-to-date
       copy by an Authorised Signatory of CWC Holdings, of the constitutional
       documents of the Target.

3.     A certificate of an Authorised Signatory of CWC Holdings confirming that
       the utilisation of the Revolving Facility would not breach any
       restriction of its borrowing and/or guaranteeing powers.

(B)    Security Documents and Related Documentation

1.     The CWC Holdings Share Charge and the CWC Holdings Intra-Group Loan
       Assignment, duly executed and delivered by CWC Holdings.

2.     A deed of accession to the Security Trust Agreement executed by CWC
       Holdings, substantially in the form set out in schedule 1 (Form of
       Obligor Deed of Accession) to the Security Trust Agreement.

3.     A letter from the Pre-Novation Borrower to the Agent (attaching
       supporting advice from the Pre-Novation Borrower's English solicitors)
       confirming that CWC Holdings is not prohibited by section 151 of the
       Companies Act 1985 from entering into the Finance Documents and
       performing its obligations thereunder.


                                      189
<PAGE>


(C)    Legal Opinion

       A legal opinion from Clifford Chance, London, the Agent's English counsel
       in substantially the form distributed to the Revolving Banks prior to the
       signing of this Agreement.


                                      190
<PAGE>


                                   SCHEDULE 4

                               NOTICE OF DRAWDOWN

From:   [Borrower]

To:     Chase Manhattan International Limited

Dated:

Dear Sirs,

1.     We refer to the agreement dated 30 May 2000 as from time to time amended,
       varied, novated, supplemented or restated, and made between, among
       others, NTL Business Limited (whose obligations have been novated to NTL
       Investment Holdings Limited) as the Post-Novation Borrower, Chase
       Manhattan International Limited as agent and the financial institutions
       named therein as Banks (the "CREDIT AGREEMENT"). Terms defined in the
       Credit Agreement shall have the same meaning in this notice.

2.     This notice is irrevocable.

3.     We hereby give you notice that, pursuant to the Credit Agreement and on
       [date of proposed Advance], we wish to borrow a [Revolving]/[Term]
       Advance of Pound Sterling[ ] upon the terms and subject to the conditions
       contained therein.

4.     We would like this [Revolving]/[Term] Advance to have a [Term]/[first
       Interest Period] of [ ] months' duration.

5.     We confirm that, at the date hereof [no Certain Funds Event of Default is
       continuing] [(i) no Event of Default or Potential Event of Default is
       continuing and (ii) the Repeated Representations are true in all material
       respects] [(i) no Event of Default is continuing and (ii) those of the
       Repeated Representations, which are not capable of remedy or change if
       incorrect or misleading in any material respect, are true in all material
       respects]*.

6.     [Pound Sterling[ ] of this Advance will be applied to refinance Existing
       Target Indebtedness.] [As at the proposed date of drawdown, the Existing
       Target Indebtedness will have been fully repaid.]**

7.     [Pound Sterling[ ] of this Advance will be used to finance either the
       Cable & Wireless Loan, the South Herts Refinancing Loan, Asset Adjustment
       Payments or the working capital requirements of the UK Group or the
       Target Group. We confirm that the amount of such an Advance is equal to
       or less than the Available Working Capital Amount.]***

8.     The proceeds of this drawdown should be credited to [insert account
       details].
----------------------

*    Use the first option for Revolving Advances to be made during the Certain
     Funds Period. Use second option for Revolving Advances to be made after the
     Certain Funds Period (if not Rollover Advances) and for Term Advances. Use
     third option for Rollover Advances.

**   Delete as appropriate.

***  To be included for working capital Advances to be made prior to the
     Pushdown Date.

                                      191
<PAGE>

                                Yours faithfully

                          .............................
                              Authorised Signatory
                              for and on behalf of
                            [Insert name of Borrower]


                                      192
<PAGE>


                                   SCHEDULE 5




                              EXISTING ENCUMBRANCES

(A)    TARGET GROUP

<TABLE>
<CAPTION>
-------------------- ------------------ ------------------------------- --------------------------------------------------------
    CHARGOR                DATE                 BENEFICIARY                                  SUMMARY
-------------------- ------------------ ------------------------------- --------------------------------------------------------
<S>                  <C>                                                <C>
CWC (Ealing) Ltd         30.12.91       Citicorp Investment Bank Ltd    Deed of Charge (relating to obligations under a lease,
                                                                        ancillary agreements and guarantee). Charges the
                                                                        "Charges Equipment".
-------------------- ------------------ ------------------------------- --------------------------------------------------------
CWC Holdings             07.09.95       NatWest Leasing (GB) Ltd        Fixed charge over 16,092,892 shares in CWC (Leeds) and
(Leeds) Ltd                                                             the "Equipment" as defined in the 12 and 7 year leases
                                                                        (unavailable).
-------------------- ------------------ ------------------------------- --------------------------------------------------------
CWC Holdings             22.03.96       NatWest Specialist Finance Ltd  Fixed charge over 317,520 shares in the Borrower
(East London) Ltd                                                       (presumably CWC (East London).
-------------------- ------------------ ------------------------------- --------------------------------------------------------
CWC (Kent) Ltd           22.03.96       NatWest Specialist Finance Ltd  Debenture.
-------------------- ------------------ ------------------------------- --------------------------------------------------------
CWC (B) Ltd            (i) and (ii)     (i) and (ii) Nationbanks N.A.   (i)    Share charge re. Monies due from BCM (South
                       18.04.95 x 2     (Carolinas) x2                         Herts) Ltd

                                                                        (ii)   Subordination deed (again relating to BCM
                                                                               (South Herts) Ltd)
-------------------- ------------------ ------------------------------- --------------------------------------------------------
CWC (Southampton         30.07.92       NatWest Bank plc                Charge over credit balance (Pound Sterling1,139,199)
and Eastleigh) Ltd
-------------------- ------------------ ------------------------------- --------------------------------------------------------
</TABLE>


                                      193
<PAGE>

<TABLE>
<CAPTION>
-------------------- ------------------ ------------------------------- --------------------------------------------------------
    CHARGOR                DATE                 BENEFICIARY                                  SUMMARY
-------------------- ------------------ ------------------------------- --------------------------------------------------------
<S>                  <C>                                                <C>
CWC (South East)     (ii)   06.05.97    (i)     NatWest Specialist      (i)     Collateral accounts security assignment.
Ltd                                             Finance

                     (iii)  25.08.98    (ii)    NatWest Leasing(GB)     (ii)    Deed of sale, assignment and amendment
                                                                                releases dated 22/3/96 (fiche not
                                                                                available).

                     (iv)   06.10.99    (iii)   Canadian Imperial Bank  (iii)   Deposit agreement and charge.
                                                of Commerce

                     (v)    06.10.99    (iv)    Canadian Imperial Bank  (iv)    Deposit agreement and charge.
                                                of Commerce

                     (vi)   06.10.99    (v)     NatWest Lessors Ltd     (v)     Deed of assignment, amendment and security
                                                                                unwind re agreements dated 22/3/96.
-------------------- ------------------ ------------------------------- --------------------------------------------------------
CWC Corporation             16.08.93            Barclays Bank plc        Legal charge over 11-29 Belmont Hill, Lewisham
Ltd                                                                      (279230 and SGL 1037).  Secures only liabilities
                                                                         relating to bank account 24923057 with the Ocean
                                                                         Village, Southampton branch.
-------------------- ------------------ ------------------------------- --------------------------------------------------------
CWC (Leeds) Ltd      (iii)  07.09.95    (i)     NatWest Leasing (GB)    (i)     Debenture.  Secures all obligations.  Charges
                                                Ltd                             all real property with market value of Pound
                                                                                Sterling1m+, goodwill, bad debts, IP etc.

                     (vii)  26.09.96    (ii)    NatWest Leasing (GB)    (ii)    Conformatory deed of assignment.
                                                Ltd

                     (viii) 06.05.97    (iii)   NatWest Leasing (GB)    (iii)   Collateral accounts security assignment.
                                                Ltd

                     (ix)   06.10.99    (iv)    NatWest Lessors         (iv)    Deed of assignment, amendment and security
                                                                                unwind relating to leases dated 7/9/95.
                                                                                Secures all liabilities under the "Operative
                                                                                Documents" (all dated 07.09.95)

                                                                        -  12 year lease
</TABLE>


                                      194
<PAGE>


<TABLE>
<CAPTION>
-------------------- ------------------ ------------------------------- --------------------------------------------------------
    CHARGOR                DATE                 BENEFICIARY                                  SUMMARY
-------------------- ------------------ ------------------------------- --------------------------------------------------------
<S>                  <C>                                                <C>

                                                                        -   17 year lease

                                                                        -   Agreement to acquire

                                                                        -   Construction agreement

                                                                        -   Collateral accounts agreement

                                                                        -   Lease security agreement

                                                                        -   Guarantee from CWC Holdings (Leeds)

                                                                        -   10m Guarantee

                                                                        -   Priority agreement (06.05.97)

                                                                        -   Collateral accounts security assignment
-------------------- ------------------ ------------------------------- --------------------------------------------------------
</TABLE>


                                      195
<PAGE>


(B) UK GROUP

<TABLE>
<CAPTION>
-----------------------     ------------------ ------------------------------- ---------------------------------------------------
    CHARGOR                       DATE                 BENEFICIARY                                  SUMMARY
-----------------------     ------------------ ------------------------------- ---------------------------------------------------
<S>                         <C>                                                <C>
NTL Technologies            (iv)   30.09.95    (i)     Barclays Bank Plc       (i)     Guarantee and debenture.
Limited                     (x)    15.1.96     (ii)    Barclays Bank Plc       (ii)    Deed of assignment of life policies.
                            (xi)   3.11.97     (iii)   Barclays Bank Plc       (iii)   Debenture.
                            (xii)  23.11.98    (iv)    Barclays Bank Plc       (iv)    Charge on cash collateral account.
                            (xiii) 23.11.98    (v)     Barclays Bank Plc       (v)     Charge over shares and securities.
-----------------------     ------------------ ------------------------------- ---------------------------------------------------
NTL Kirklees                (v)    31.01.97    (i)     National Westminster    (i)     Charge over credit balance.
                                                       Plc
                            (xiv)  06.09.97    (ii)    National Westminster    (ii)    Charges over credit balances.
                                                       Plc
-----------------------     ------------------ ------------------------------- ---------------------------------------------------
NTL South Wales Limited     (vi)   31.01.97    (i)     National Westminster    (i)     Charge over credit balances.
                                                       Bank Plc
                            (xv)   04.06.97    (ii)    National Westminster    (ii)    Charges over credit balances.
                                                       Bank Plc
                            (xvi)  06.08.97    (iii)   National Westminster    (iii)   Charge over credit balances.
                                                       Bank Plc
-----------------------     ------------------ ------------------------------- ---------------------------------------------------
Cable Tel Surrey            06.08.97           National Westminster Bank Plc   Charge over credit balances.
& Hampshire Limited
-----------------------     ------------------ ------------------------------- ---------------------------------------------------
Cable Tel Herts.            06.08.97           National Westminster Bank Plc   Charge over credit balances.
& Beds Limited
-----------------------     ------------------ ------------------------------- ---------------------------------------------------
NTL South Central           14.12.93           Uberior Nominees (Gulliver      Deed of deposit.
Limited                                        D.P.U.T.) Limited
-----------------------     ------------------ ------------------------------- ---------------------------------------------------
</TABLE>


                                      196
<PAGE>

<TABLE>
<CAPTION>
-------------------- ------------------ ------------------------------- --------------------------------------------------------
    CHARGOR                DATE                 BENEFICIARY                                  SUMMARY
-------------------- ------------------ ------------------------------- --------------------------------------------------------
<S>                  <C>                                                <C>
National Trans-      (vii)  10.06.96    (i)  Chase Manhattan Bank N.A.  (i)     Mortgage or charge executed outside the United
communications                                                                  Kingdom and comprising property situated
Limited                                                                         outside the United Kingdom.

                     (xvii) 17.10.97    (ii) Chase Manhattan            (ii)    Debenture.
                                             International Limited
-------------------- ------------------ ------------------------------- --------------------------------------------------------
CableTel (Northern   (viii) 06.08.97    (i)  National Westminster Bank  (i)    Charge over deposit.
Ireland) Limited                             PLC

                     (ix)   17.10.97    (ii) Chase Manhattan            (ii)    Debenture.
                                             International Limited
-------------------- ------------------ ------------------------------- --------------------------------------------------------
</TABLE>


                                      197
<PAGE>


                                   SCHEDULE 6
                         FORM OF COMPLIANCE CERTIFICATE

To:     Chase Manhattan International Limited

Date:

Dear Sirs,

1.     We refer to an agreement dated 30 May 2000 as from time to time amended,
       varied, novated, supplemented or restated, and made between, among
       others, NTL Business Limited (whose obligations have been novated to NTL
       Investment Holdings Limited) as the Post-Novation Borrower, Chase
       Manhattan International Limited as agent and the financial institutions
       defined therein as Banks (the "CREDIT AGREEMENT").

2.     Terms defined in the Credit Agreement shall bear the same meaning herein.

3.     We confirm that:

       (a)     [The ratio of the Target Group Net Senior Debt on [Quarter Date]
               to the Annualised EBITDA of the Target Group for the Relevant
               Period ended on [Quarter Date] was [ ]:1.]

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

       (c)     The ratio of the UK Group Net Senior Debt on [Quarter Date] to
               the Annualised EBITDA of the UK Group for the period ended on
               [Quarter Date] was [ ]:1.

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

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

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

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

4.     On the basis of above, we confirm that the Revolving Margin in relation
       to any Revolving Advance made after your receipt of this Compliance
       Certificate will be [ ] per cent. per annum.



5.     We also confirm that:


                                      198
<PAGE>


       (a)     The aggregate EBITDA of the Guarantors for the 12 month period
               ending on [Quarter Date] equalled or exceeded [90/95] per cent.
               of the consolidated EBITDA of the [UK Group / Target Group] for
               such 12 month period. [The aggregate EBITDA of the Guarantors for
               the [ ] month period ending on [Quarter Date] was in compliance
               with Clause 23.32.3]

       (b)     The amount of Available Excess Cash Flow as at [   ] was [   ].



Signed



.....................................       ....................................
Director                                   Director
of                                         of
[Cable & Wireless Communications           [Cable & Wireless Communications
(Holdings) plc/NTL Communications          (Holdings) plc/NTL Communications
Limited]                                   Limited]




                                  THE SCHEDULE

                       COMPLIANCE CERTIFICATE CALCULATIONS



(A)    Ratio of Target Group Net Senior Debt to Target Group Annualised EBITDA:

1.     Target Group Net Senior Debt:

       Outstandings under the Facility:                   ___________________

       Other relevant Indebtedness for Borrowed Money:    ___________________

       Minus

       Intercompany Loans:                                ___________________

       Minus

       Subordinated Debt:                                 ___________________



       Minus

       Ending Cash held by members of the Target Group    ___________________


                                      199
<PAGE>


       TARGET GROUP NET SENIOR DEBT



2.     Target Group Annualised EBITDA:
       (All line items below refer to the Relevant Period)

       Target Group net income                 ___________________
       Plus
       Any tax provisions                                 ___________________
       Plus
       Any interest (whether cash or PIK), commissions,
       discounts or other fees, and any amounts related
       to interest hedging arrangements                   ___________________
       Plus
       Any exceptional or extraordinary items             ___________________
       Plus
       Any amortisation and depreciation                  ___________________

       TARGET GROUP EBITDA FOR THE RELEVANT PERIOD        ___________________
       Multiplied by 2

       TARGET GROUP ANNUALISED EBITDA                     ___________________


3.     Ratio:                                             ___________________



(B)    RATIO OF TARGET GROUP NET SENIOR INTEREST COVER:

4.     Target Group EBITDA for the Relevant Period:

       (All line items below refer to the Relevant Period)

       Target Group net income                 ___________________
       Plus
       Any tax provisions                                 ___________________
       Plus
       Any interest (whether cash or PIK), commissions,
       discounts or other fees, and any amounts related
       to interest hedging arrangements                   ___________________
       Plus
       Any exceptional or extraordinary items             ___________________
       Plus
       Any amortisation and depreciation                  ___________________

       TARGET GROUP EBITDA FOR THE RELEVANT PERIOD        ___________________


                                      200
<PAGE>


5.     Target Group Net Senior Finance Charges (for the Relevant Period):

       Aggregate amount of interest                       ___________________
       on Target Group Net Senior Debt
       Plus
       Commission, fees, and finance payments payable by
       Target Group under interest hedging arrangements   ___________________
       Minus
       Commission, fees, and finance payments receivable
       by Target Group                                    ___________________
       Minus
       Any interest receivable                            ___________________

       TARGET GROUP NET SENIOR FINANCE CHARGES            ___________________

6.

7.     Ratio:                                             ___________________



(C)    UK Group Net Senior Debt to Annualised EBITDA:

1.     UK Group Net Senior Debt:

       Outstandings under the Facility:                   ___________________
       Other relevant Indebtedness for Borrower Money:    ___________________
       Minus
       Intercompany loans                                 ___________________
       Minus
       Subordinated Debt                                  ___________________
       Minus
       Ending Cash held by members of the UK Group        ___________________

       UK GROUP NET SENIOR DEBT                           ___________________



2.     UK Group Annualised EBITDA:
       (All line items below refer to the Relevant Period)

       UK Group net income                                ___________________
       Plus
       Any tax provisions                                 ___________________
       Plus
       Any interest, commissions, discounts or other
       fees, and any amounts related to
       interest hedging arrangements                      ___________________
       Plus
       Any exceptional or extraordinary items             ___________________
       Plus


                                      201
<PAGE>


       Any amortisation and depreciation                  ___________________

       UK GROUP EBITDA FOR THE RELEVANT PERIOD            ___________________
       Multiplied by 2

       UK GROUP ANNUALISED EBITDA                         ___________________



3.     Ratio:                                             ___________________



(D)    Ratio of UK Group Net Senior Interest Cover Ratio:

4.     UK Group EBITDA for the Relevant Period:

       (All line items below refer to the Relevant Period)

       UK Group net income                                ___________________
       Plus
       Any tax provisions                                 ___________________
       Plus
       Any interest, commissions, discounts or other fees,
       and any amounts related to
       interest hedging arrangements                      ___________________
       Plus
       Any exceptional or extraordinary items             ___________________
       Plus
       Any amortisation and depreciation                  ___________________

       UK GROUP EBITDA FOR THE RELEVANT PERIOD            ___________________



5.     UK Group Net Senior Finance Charges (for the Relevant Period):

       Aggregate amount of senior interest                ___________________
       on UK Group Net Senior Debt
       Plus
       Commission, fees, and finance payments payable by
       UK Group under interest hedging arrangements       ___________________
       Minus
       Commission, fees, and finance payments receivable
       by UK Group                                        ___________________
       Minus
       Any interest receivable                            ___________________

       UK GROUP NET SENIOR FINANCE CHARGES                ___________________


                                      202
<PAGE>


6.     Ratio:                                             ___________________

(E)    RATIO OF TOTAL NET DEBT TO ANNUALISED EBITDA:

1.     UK Group Net Total Debt:

       UK Group Net Senior Debt:                          ___________________
       Plus
       Covenant Group Net Debt                            ___________________
       Minus
       Ending Cash held by members of the UK Group        ___________________
       Minus
       Ending Cash held by member of the Covenant Group:  ___________________

       TOTAL NET DEBT                                     ___________________



2.     UK Group Annualised EBITDA:
       (All line items below refer to the Relevant Period)

       UK Group net income                                ___________________
       Plus
       Any tax provisions                                 ___________________
       Plus
       Any interest, commissions, discounts or other fees,
       and any amounts related to
       interest hedging arrangements                      ___________________
       Plus
       Any exceptional or extraordinary items             ___________________
       Plus
       Any amortisation and depreciation                  ___________________

       UK GROUP EBITDA FOR THE RELEVANT PERIOD            ___________________
       Multiplied by 2

       UK GROUP ANNUALISED EBITDA                         ___________________



3.     Ratio:                                             ___________________

(F)    TOTAL INTEREST COVER RATIO:

1.     UK Group EBITDA for the Relevant Period:

       (All line items below refer to the Relevant Period)

       UK Group net income                                ___________________
       Plus
       Any tax provisions                                 ___________________
       Plus


                                      203
<PAGE>


       Any interest, commissions, discounts or other fees,
       and any amounts related to
       interest hedging arrangements                      ___________________
       Plus
       Any exceptional or extraordinary items             ___________________
       Plus
       Any amortisation and depreciation                  ___________________

       UK GROUP EBITDA FOR THE RELEVANT PERIOD            ___________________



2.     Total Net Finance Charges (for the Relevant Period):

       Aggregate amount of interest                       ___________________
       on Total Net Debt
       Plus
       Commission, fees, and finance payments
       payable by Target Group
       under interest hedging arrangements                ___________________
       Minus
       Commission, fees, and finance payments
       receivable by Target Group                         ___________________
       Minus
       Any interest receivable                            ___________________

       TOTAL NET FINANCE CHARGES                          ___________________



3.     Ratio:                                             ___________________


                                      204
<PAGE>


                                   SCHEDULE 7
                      FORM OF BORROWER ACCESSION MEMORANDUM

To:         Chase Manhattan International Limited
From:       [Subsidiary]
            and
            [Cable & Wireless Communications (Holdings) plc (the "CWC PARENT")/
            NTL Communications Limited (the "PARENT").]
Dated:

Dear Sirs,

1.     We refer to an agreement dated 30 May 2000 as from time to time amended,
       varied, novated, supplemented or restated, and made between, among
       others, NTL Business Limited (whose obligations have been novated to NTL
       Investment Holdings Limited) as the Post-Novation Borrower, Chase
       Manhattan International Limited as agent and the financial institutions
       defined therein as Banks (the "CREDIT AGREEMENT").

2.     Terms defined in the Credit Agreement shall bear the same meaning herein.

3.     The [CWC] Parent requests that [Subsidiary] become an Additional Borrower
       pursuant to Clause 37.1 (Request for Additional Borrower) of the Credit
       Agreement.

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

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

6.     [Subsidiary] undertakes, upon its becoming a Borrower, to perform all the
       obligations expressed to be undertaken under the Credit Agreement by a
       Borrower and agrees that it shall be bound by the Credit Agreement in all
       respects as if it had originally been party thereto as a Borrower.

7.     [The [CWC] Parent confirms that, if [Subsidiary] is accepted as an
       Additional Borrower, its guarantee obligations pursuant to Clause 25
       (Guarantee and Indemnity) of the Credit Agreement will apply to all the
       obligations of [Subsidiary] under the Finance Documents in all respects
       in accordance with the terms of the Credit Agreement.]

8.     The [CWC] Parent:

       (a)     repeats the Repeated Representations; and

       (b)     confirms that no Event of Default or Potential Event of Default
               is continuing or would occur as a result of [Subsidiary] becoming
               an Additional Borrower.

9.     [Subsidiary] makes the representations and warranties referred to in
       sub-clause 20.1.1 of Clause 20.1 (Representing Parties).

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


                                      205
<PAGE>


       Address:

       Fax No.:

11.    [Subsidiary] agrees that the documents which start any Proceedings and
       any other documents required to be served in relation to those
       Proceedings may be served on it at [address of Subsidiary's place of
       business in England] or at any address in Great Britain at which process
       may be served on it in accordance with Part XXIII of the Companies Act
       1985]/[on name of process agent in England at address of process agent
       or, if different, its registered office. If [[Subsidiary] ceases to have
       a place of business in Great Britain]/[the appointment of the person
       mentioned above ceases to be effective], [Subsidiary] shall immediately
       appoint another person in England to accept service of process on its
       behalf in England. If it fails to do so (and such failure continues for a
       period of not less than fourteen days), the Agent shall be entitled to
       appoint such a person by notice. Nothing contained herein shall restrict
       the right to serve process in any other manner allowed by law. This
       applies to Proceedings in England and to Proceedings elsewhere.

12.    [Notwithstanding any other provision of the Finance Documents, the
       Additional Borrower shall not, prior to the Pushdown Date, be liable for
       or in respect of, or to procure the performance of, any obligations of
       NTL Business Limited or any member of the Target Group nor, prior to the
       Pushdown Date, shall there be any recourse to the Additional Borrower for
       any representation, warranty or certification made in respect of NTL
       Business Limited or any member of the Target Group or any document,
       circumstances or matter pertaining to any member of the Target Group or
       NTL Business Limited nor prior to the Pushdown Date, shall any member of
       the Group (other than NTL Business Limited and any members of the Target
       Group) be liable for any commitment commission or costs, expenses or
       taxes arising in connection with the availability of the Revolving
       Facility or the utilisation of the Revolving Facility by NTL Business
       Limited or any member of the Target Group nor, prior to the Pushdown Date
       shall any of the Finance Parties exercise any right to consolidate or
       set-off credit balances maintained by any member of the Group (other than
       NTL Business Limited or any member of the Target Group) against any
       obligations or liabilities of NTL Business Limited or any member of the
       Target Group.](1)

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

(1) Include only for members of the UK Group acceding as Borrowers pre-Pushdown.


                                      206
<PAGE>


13.    This Memorandum shall be governed by English law.

       [CABLE & WIRELESS COMMUNICATIONS     [Subsidiary]
       (HOLDINGS) PLC/NTL COMMUNICATIONS
       LIMITED]
       By: ........................         By: ........................



                                      207
<PAGE>


                                   SCHEDULE 8
                     FORM OF GUARANTOR ACCESSION MEMORANDUM

To:          Chase Manhattan International Limited
From:        [Subsidiary] (the "ADDITIONAL GUARANTOR")
             and
             [Cable & Wireless Communications (Holdings) plc (the "CWC PARENT")/
             NTL Communications Limited (the "PARENT")]
Dated:

Dear Sirs,

1.     We refer to an agreement dated 30 May 2000 as from time to time amended,
       varied, novated, supplemented or restated, and made between, among
       others, NTL Business Limited (whose obligations have been novated to NTL
       Investment Limited) as the Post-Novation Borrower, Chase Manhattan
       International Limited as agent and the financial institutions defined
       therein as Banks (the "CREDIT AGREEMENT").

2.     Terms defined in the Credit Agreement shall bear the same meaning herein.

3.     The [CWC] Parent requests that the Additional Guarantor become a
       Guarantor pursuant to Clause 38.1 (Request for Guarantor) of the Credit
       Agreement.

4.     The Additional Guarantor is duly organised under the laws of [name of
       relevant jurisdiction].

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

6.     The Additional Guarantor undertakes, upon its becoming a Guarantor, to
       perform all the obligations expressed to be undertaken under the Credit
       Agreement by a Guarantor and agrees that it shall be bound by the Credit
       Agreement in all respects as if it had been an original party thereto as
       a Guarantor.

7.     The [CWC] Parent:

       (a)     repeats the Repeated Representations; and

       (b)     confirms that no Event of Default or Potential Event of Default
               is continuing or would occur as a result of the Additional
               Guarantor becoming a Guarantor.

8.     The Additional Guarantor makes the representations and warranties
       referred to in sub-clause 20.1.1 of Clause 20.1 (Representing Parties)
       insofar as such representations and warranties are Repeated
       Representations.

9.     The Additional Guarantor's administrative details are as follows:


                                      208
<PAGE>


       Address:

       Fax No.:

10.    The Additional Guarantor agrees that the documents which start any
       Proceedings and any other documents required to be served in relation to
       those Proceedings may be served on it at [address of Subsidiary's place
       of business in England] or at any address in Great Britain at which
       process may be served on it in accordance with Part XXIII of the
       Companies Act 1985] / [on name of process agent in England at address of
       process agent or, if different, its registered office. If the Additional
       Guarantor ceases to have a place of business in Great Britain]/[ the
       appointment of the person mentioned above ceases to be effective], the
       Additional Guarantor shall immediately appoint another person in England
       to accept service of process on its behalf in England. If it fails to do
       so (and such failure continues for a period of not less than fourteen
       days), the Agent shall be entitled to appoint such a person by notice.
       Nothing contained herein shall restrict the right to serve process in any
       other manner allowed by law. This applies to Proceedings in England and
       to Proceedings elsewhere.

11.    [Notwithstanding any other provision of the Finance Documents, the
       Additional Guarantor shall not, prior to the Pushdown Date, be liable for
       or in respect of, or to procure the performance of, any obligations of
       NTL Business Limited or any member of the Target Group nor, prior to the
       Pushdown Date, shall there be any recourse to the Additional Guarantor
       for any representation, warranty or certification made in respect of NTL
       Business Limited or any member of the Target Group or any document,
       circumstances or matter pertaining to any member of the Target Group or
       NTL Business Limited nor prior to the Pushdown Date, shall any member of
       the Group (other than NTL Business Limited and any member of the Target
       Group) be liable for any commitment commission or costs, expenses or
       taxes arising in connection with the availability of the Revolving
       Facility or the utilisation of the Revolving Facility by NTL Business
       Limited or any member of the Target Group nor, prior to the Pushdown Date
       shall any of the Finance Parties exercise any right to consolidate or
       set-off credit balances maintained by any member of the Group (other than
       NTL Business Limited or any member of the Target Group) against any
       obligations or liabilities of NTL Business Limited or any member of the
       Target Group.](2)

12.    This Memorandum shall be governed by English law.

13.    This Memorandum is executed and delivered as a deed by [the Additional
       Guarantor].

.....................................................
[Director of [Subsidiary]

.....................................................
Director/Secretary of [Subsidiary]]

or


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

(2) Include only for members of the UK Group acceding as Guarantors
pre-Pushdown.

                                      209
<PAGE>


[The Common Seal of [Subsidiary]
was affixed to this deed in the presence of

                                       .........................................
                                                        Director of [Subsidiary]

                                       .........................................
                                           Director/Secretary of [Subsidiary]]**

[CABLE & WIRELESS COMMUNICATIONS (HOLDINGS) PLC/
NTL COMMUNICATIONS LIMITED]

By: .......................................


--------------------------------------------------------------------------------
** Delete as appropriate. If the company is not incorporated in England or
Wales, alternate form of execution may be more appropriate.


                                      210


<PAGE>


                                   SCHEDULE 9
                            CWC ACCESSION MEMORANDUM

To:          Chase Manhattan International Limited
From:        Cable & Wireless Communications (Holdings) plc ("CWC HOLDINGS")
             and
             NTL Business Limited
Dated:         [           ]

Dear Sirs,

1.     We refer to an agreement dated 30 May 2000 as from time to time amended,
       varied, novated, supplemented or restated and made between, among others,
       NTL Business Limited (whose obligations have been novated to NTL
       Investment Holdings Limited) as the Post-Novation Borrower, Chase
       Manhattan International Limited as agent and the financial institutions
       defined therein as Banks (the "CREDIT AGREEMENT").

2.     Terms defined in the Credit Agreement shall bear the same meaning herein.

3.     The Pre-Novation Borrower requests that CWC Holdings becomes:

       (a)     a Guarantor; and

       (b)     the CWC Parent,

       in each case pursuant to Clause 38 (Accession of Guarantors and the CWC
       Parent) of the Credit Agreement.

4.     CWC Holdings is a company duly incorporated under English law (company
       number 3922682).

5.     CWC Holdings confirms that it has received from NTL Business Limited a
       true and up-to-date copy of the Credit Agreement and a list of the
       Borrowers as at the date hereof.

6.     CWC Holdings undertakes:

       (a)     upon its becoming a Guarantor, to perform all the obligations
               expressed to be undertaken under the Credit Agreement by a
               Guarantor; and

       (b)     upon its becoming the CWC Parent, to perform all the obligations
               expressed to be undertaken under the Credit Agreement by the CWC
               Parent,

       and agrees that it shall be bound by the Credit Agreement in all respects
       as if it had been an original party thereto as a Guarantor and the CWC
       Parent.

7.     Pre-Novation Borrower:

       (a)     repeats the Repeated Representations; and


                                      211
<PAGE>


       (b)     confirms that no Event of Default or Potential Event of Default
               is continuing or would occur as a result of CWC Holdings becoming
               a Guarantor and the CWC Parent.

8.     CWC Holdings makes the representations and warranties referred to in
       sub-clause 20.1.2 and 20.1.3 of Clause 20.1 (Representing Parties).

9.     CWC Holdings' administrative details are as follows:

       Address:

       Fax No.:

10.    This Memorandum shall be governed by English law.

11.    This Memorandum is executed and delivered as a deed by CWC Holdings.



CABLE & WIRELESS COMMUNICATIONS (HOLDINGS) PLC
Executed as a Deed for it and on its behalf


By:     ____________________________________
        Director


        ____________________________________
        Director/Secretary




NTL BUSINESS LIMITED


By:


                                      212
<PAGE>


                                   SCHEDULE 10
                         ADDITIONAL CONDITIONS PRECEDENT

                                     PART A
                         ACCESSION CONDITIONS PRECEDENT

1.     Copies, certified as at the date of the relevant Accession Memorandum a
       true and up-to-date copies by an Authorised Signatory of the proposed
       Additional Obligor, of:

       (a)     if such a proposed Additional Obligor is incorporated in a state
               of the United States of America, the certificate of
               incorporation, by laws and a certificate of good standing of such
               a proposed Additional Obligor; or

       (b)     in all other cases, the constitutional documents of such proposed
               Additional Obligor.

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

3.     A certificate of an Authorised Signatory of the proposed Additional
       Obligor setting out the names and signatures of the person or persons
       authorised to sign, on behalf of such proposed Additional Obligor, the
       Accession Memorandum, any other Finance Documents and any other documents
       to be delivered by such proposed Additional Obligor pursuant thereto
       (including, without limitation, a Debenture and the other Security
       Documents to be delivered pursuant to Part B (Security Documentation) of
       this Schedule) and the deed of accession referred to in paragraph 11 of
       this Schedule.

4.     A certificate of an Authorised Signatory of the proposed Additional
       Obligor confirming that the utilisation of the Revolving Facility and
       guarantee of the Facilities would not breach any restriction of its
       borrowing and/or guaranteeing powers.

5.     If the proposed Additional Obligor is (a) to become an Additional
       Borrower and (b) organised under the laws of any state of the United
       States of America a certificate from NTL Holdings providing NTL Holding's
       consent to such a proposed Additional Obligor borrowing under the
       Revolving Facility.

6.     If the proposed Additional Obligor is incorporated in a jurisdiction
       other than England and Wales, a copy, certified a true copy by or on
       behalf of the proposed Additional Obligor, of each such law, decree,
       consent, licence, approval, registration or declaration as is, in the
       reasonable opinion of counsel to the Banks, necessary to render the
       relevant Accession Memorandum legal, valid, binding and enforceable, to
       make such Accession Memorandum admissible in evidence in the proposed
       Additional Obligor's jurisdiction of


                                      213
<PAGE>


       incorporation and to enable the proposed Additional Obligor to perform
       its obligations thereunder and under the other Finance Documents.

7.     If requested by the Agent, a copy, certified a true copy by an Authorised
       Signatory of the proposed Additional Obligor, of its latest financial
       statements.

8.     An opinion of the Banks' counsel in the jurisdiction in which the
       proposed Additional Obligor is incorporated in form and substance
       reasonably satisfactory to the Agent.

9.     If the proposed Additional Obligor is to become a Guarantor and is
       incorporated in England and Wales, a letter from the CWC Parent to the
       Agent (attaching supporting advice from the CWC Parent's English
       solicitors) confirming that such proposed Additional Obligor is not
       prohibited by section 151 of the Companies Act 1985 from entering into
       the Finance Documents and performing its obligations thereunder.

10.    If the proposed Additional Obligor is incorporated in a jurisdiction
       other than England and Wales, evidence that the process agent specified
       in the relevant Accession Memorandum has agreed to act as its agent for
       the service of process in England.

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

12.    Where the proposed Additional Obligor is to become an Additional
       Borrower, a Guarantor Accession Memorandum executed by such a proposed
       Additional Obligor PROVIDED THAT the liability of any member of the UK
       Group under such a Guarantor Accession Memorandum delivered prior to the
       Pushdown Date shall be limited to the obligations of other members of the
       UK Group under the Finance Documents.

13.    Other than in respect of the accession of the members of the Target Group
       specified in Schedule 13 (Members of the Target Group Providing
       Guarantees and Security) in accordance with Clause 23.17
       (Post-Acquisition Date Security), the documents and evidence specified in
       Part B (Security Documentation) of this Schedule.


                                      214
<PAGE>


                                     PART B
                             SECURITY DOCUMENTATION

1.     If the relevant Additional Obligor is incorporated in England and Wales,
       Northern Ireland or Scotland a Debenture and, if relevant, standard
       securities and Northern Irish supplemental mortgages, executed by the
       proposed Additional Obligor.

2.     If the relevant Additional Obligor is incorporated in a state of the
       United States of America:

       (a)     a general security agreement executed by such an Additional
               Obligor granting the Security Trustee a security interest in all
               of its assets;

       (b)     if applicable, a pledge agreement executed by such an Additional
               Obligor pledging to the Security Trustee all of the shares and
               other securities held by it; and

       (c)     UCC Financing Statements filed against such an Additional
               Obligor.

3.     If the relevant Additional Obligor is incorporated in a jurisdiction
       other than those mentioned in paragraphs 1 and 2 above, such duly
       executed Security Documents as the Agent may reasonably require to secure
       substantially all of the assets of such an Additional Obligor.

4.     Where the relevant Additional Obligor is granting a mortgage, standard
       security or an analogous security interest over real or heritable
       property:

       (a)     a Report on Title relating to that property;

       (b)     delivery of all title deeds and documents relating to that
               property as set out in the agreed form schedule;

       (c)     if that property is situated in England and Wales and is
               registered at HM Land Registry, official priority searches in
               favour of the Agent of the registers of title of each of the
               registered titles comprising such property which confirm a period
               of priority of no less than 14 days;

       (d)     if that property is situated in England and Wales and is
               unregistered, official priority searches in favour of the Agent
               in respect of each of the Land Charges Registers against all
               relevant estate owners since the date of the root conveyance;

       (e)     if that property is situated in Northern Ireland, a priority
               search issued by the Land Registry in Northern Ireland which is
               valid and in force which confirms a sufficient period of
               priority;

       (f)     if that property is situated in Scotland and its title is
               registered in the Land Register of Scotland, a Form 13 Report;


                                      215
<PAGE>


       (g)     if that property is situated in Scotland and its title is
               recorded in the General Register of Sasines, appropriate property
               and personal searches;

       (h)     if that property is situated in Scotland, letters of obligation
               in a form which reflects current professional practice in
               Scotland;

       (i)     if that property is situated in a state of the United States of
               America, a mortgage executed by such an Additional Obligor over
               that property (together with title, insurance and such other
               documents as the Agent may reasonably require);

       (j)     notices of charge in duplicate to each of the landlords and
               licensors or other third parties interested in respect of that
               property, and cheques for any relevant registration fees;

       (k)     if that property is located in England and Wales, such Land
               Registry forms in relation to that property, including Forms AP1
               (if necessary) Forms FR1 or the equivalent and other forms as the
               Agent may reasonably require, duly completed by and on behalf of
               the proposed Additional Obligor, together with cheques for the
               payment of all Land Registry fees (including fees for expedition)
               or, if the property is situated in Scotland, such Land Register
               or Sasine Register forms in relation to that property and other
               forms as the Agent may reasonably require, duly completed by or
               on behalf of the proposed Additional Obligor, together with
               cheques for the payment of all recording/registration dues
               payable in connection with the registration or recording of the
               security created over that property by or pursuant to the terms
               of any Debenture, or if that property is situated in Northern
               Ireland, such Land Registry Forms in relation to that property or
               Registry Deeds Memorial and Form 2 as the Agent may reasonably
               require, duly completed by or on behalf of the proposed
               Additional Obligor, together with cheques for the payment of all
               Land Registry or Registry of Deeds fees payable;

       (l)     any other document, form or fee reasonably required to enable
               security to be registrable and effective in any relevant
               jurisdiction and all third party consents necessary for the
               creation or perfection of any security; and

       (m)     an undertaking from a solicitor satisfactory to the Agent to use
               all reasonable endeavours to satisfy any requisitions raised by
               HM Land Registry or other analogous bodies in connection with the
               application to register any security over such a property.


                                      216
<PAGE>


                                   SCHEDULE 11
                           FORM OF RESIGNATION NOTICE

To:     Chase Manhattan International Limited

From:   [NTL Incorporated ("NTL HOLDINGS")/
        NTL Communications Limited (the "PARENT")]

Dated:

Dear Sirs,

1.     We refer to an agreement dated 30 May 2000 as from time to time amended,
       varied, novated, supplemented or restated and made between, among others,
       NTL Business Limited (whose obligations have been novated to NTL
       Investment Holdings Limited) as the Post-Novation Borrower, Chase
       Manhattan International Limited as agent and the financial institutions
       defined therein as Banks (the "CREDIT AGREEMENT").

2.     Terms defined in the Credit Agreement shall bear the same meaning herein.

3.     [We declare that [name of Borrower] is under no actual or contingent
       obligation under any Finance Document in its capacity as a Borrower.]*

4.     Pursuant to Clause [37.3 (Resignation of a Borrower)]/[38.3 (Resignation
       of a Guarantor)] we hereby request that [name of Obligor] shall cease to
       be a [Borrower]/[Guarantor] under the Credit Agreement.

5.     The aggregate EBITDA of the remaining Guarantors for the last financial
       year of [Cable & Wireless Communications (UK) Holdings plc/the Parent]
       equalled or exceeded [90/95] per cent. of the consolidated EBITDA of the
       [Target Group/UK Group] for such a financial year.]** [The aggregate
       EBITDA of the remaining Guarantors for the [ ] month period ending on
       [Quarter Date] was such as to satisfy Clause 23.32.3]**

                                Yours faithfully



                               [NTL INCORPORATED/
                           NTL COMMUNICATIONS LIMITED]


--------------------------------------------------------------------------------
* Delete if notice is for a Guarantor.

** Delete if notice is for a Borrower.


                                      217
<PAGE>


                                   SCHEDULE 12
                                 MANDATORY COSTS

1.     The Mandatory Cost Rate is an addition to the interest rate to compensate
       Banks for the cost of compliance with (a) the requirements of the Bank of
       England and/or the Financial Services Authority (or, in either case, any
       other authority which replaces all or any of its functions) or (b) the
       requirements of the European Central Bank.

2.     On the first day of each Term or Interest Period (or as soon as possible
       thereafter) the Agent shall calculate, as a percentage rate, a rate (the
       "ADDITIONAL COSTS RATE") for each Bank, in accordance with the formula
       set out below. The Mandatory Cost Rate applicable to the relevant Advance
       will be calculated by the Agent as a weighted average of that Bank's
       additional costs rate rounded to five decimal places (weighted in
       proportion to the percentage participation of each Bank in the relevant
       Advance) and will be expressed as a percentage rate per annum.

3.     The additional costs rate for any Bank lending from a Facility Office in
       a Participating Member State will be notified by that Bank to the Agent
       as the cost of complying with the minimum reserve requirements of the
       European Central Bank.

4.     The additional cost rate for any Bank lending from a Facility Office in
       the United Kingdom will be calculated by the Agent as follows:

               AB+C(B-D)+E x 0.01/100-(A+C) per cent. per annum.

       Where:

       A       is the percentage of Eligible Liabilities (assuming these to be
               in excess of any stated minimum) which that Bank is from time to
               time required to maintain as an interest free cash ratio deposit
               with the Bank of England to comply with cash ratio requirements.

       B       is the percentage rate of interest (excluding the Revolving
               Margin or, as the case may be, the Term Margin and the Mandatory
               Cost Rate) payable for the relevant Term on the Revolving Loan
               or, as the case may be, the relevant Interest Period on the Term
               Loan.

       C       is the percentage (if any) of Eligible Liabilities which that
               Bank is required from time to time to maintain as interest
               bearing Special Deposits with the Bank of England.

       D       is the percentage rate per annum payable by the Bank of England
               to the Agent on interest bearing Special Deposits.

       E       is the rate of charge payable by that Bank to the Financial
               Services Authority pursuant to the Fees Regulations (but, for
               this purpose, ignoring any minimum fee required pursuant to the
               Fees Regulations) and expressed in pounds per Pound
               Sterling1,000,000 of the Fee Base of that Bank.


                                      218
<PAGE>


5.     For the purposes of this Schedule:

       (a)     "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" have the meanings
               given to them from time to time under or pursuant to the Bank of
               England Act 1998 or (as may be appropriate) by the Bank of
               England;

       (b)     "FEES REGULATIONS" means the Banking Supervision (Fees)
               Regulations 1999 or such other law or regulation as may be in
               force from time to time in respect of the payment of fees for
               banking supervision; and

       (c)     "FEE BASE" has the meaning given to it, and will be calculated in
               accordance with, the Fees Regulations.

6.     In application of the above formula, A, B, C and D will be included in
       the formula as percentages (i.e. 5 per cent. will be included in the
       formula as 5 and not as 0.05). A negative result obtained by subtracting
       D from B shall be taken as zero.

7.     Each Bank shall supply any information required by the Agent for the
       purpose of calculating its additional costs rate. In particular, but
       without limitation, each Bank shall supply the following information in
       writing on or prior to the date on which it becomes a Bank:

       (a)     its jurisdiction of incorporation and the jurisdiction of its
               Facility Office; and

       (b)     such other information that the Agent may reasonably require for
               such purpose.

       Each Bank shall promptly notify the Agent in writing of any change to the
       information provided by it pursuant to this paragraph.

8.     The percentages or rates of charge of each Bank for the purpose of A, C
       and E above shall be determined by the Agent based upon the information
       supplied to it pursuant to paragraph 7 above and on the assumption that
       unless a Bank notifies the Agent to the contrary, each Bank's obligations
       in relation to cash ratio deposits, Special Deposits and the Fee
       Regulations are the same as those of a typical bank from its jurisdiction
       of incorporation with a Facility Office in the same jurisdiction as its
       Facility Office.

       The Agent shall have no liability to any person if such determination
       results in an additional costs rate which over or under compensates any
       Bank and shall be entitled to assume that the information provided by any
       Bank pursuant to paragraphs 3 and 7 above is true and correct in all
       respects.

9.     The Agent shall distribute the additional amounts received pursuant to
       the Mandatory Cost Rate to the relevant Banks on the basis of the
       additional cost rate incurred by each Bank, as calculated in accordance
       with the above formula and based on the information provided by each Bank
       pursuant to paragraphs 3 and 7 above.

10.    Any determination by the Agent pursuant to this Schedule in relation to a
       formula, the Mandatory Cost Rate, an additional costs rate or any amount
       payable to a Bank shall, in the absence of manifest error, be conclusive
       and binding on all of the parties hereto.


                                      219
<PAGE>


11.    The Agent may from time to time, after consultation with the Parent (on
       behalf of the Borrowers) and the Banks, determine and notify to all
       parties any amendments or variations which are required to be made to
       this Schedule in order to comply with any change in law, regulation or
       any requirements from time to time imposed by the Bank of England, the
       Financial Services Authority or the European Central Bank (or, in either
       case, any other authority which replaces all or any of its functions) and
       any such determination shall, in the absence of manifest error, be
       conclusive and binding on all the parties hereto.


                                      220
<PAGE>


                                   SCHEDULE 13
                  MEMBERS OF THE TARGET GROUP GRANTING SECURITY

In the table set out below, "Crown" means either CWC or Cable & Wireless
Communications, as the case may be.

<TABLE>
<CAPTION>
----------------------------------------------- ------------------ -------------------
NAME OF MEMBER OF THE TARGET GROUP              JURISDICTION OF    COMPANY NUMBER
                                                INCORPORATION      (IF APPLICABLE)
----------------------------------------------- ------------------ -------------------
<S>                                             <C>                <C>
Cable & Wireless Communications Limited         England            3288998
----------------------------------------------- ------------------ -------------------
Crown Programming Limited                       England            3403986
----------------------------------------------- ------------------ -------------------
Crown Services Limited                          England            3403985
----------------------------------------------- ------------------ -------------------
Crown (Chichester) Limited                      England            3056817
----------------------------------------------- ------------------ -------------------
Crown (N) UK                                    England            2463427
----------------------------------------------- ------------------ -------------------
Crown Acquisition Company Limited               England            2270117
----------------------------------------------- ------------------ -------------------
Crown Holdings (East London) Limited            England            2032186
----------------------------------------------- ------------------ -------------------
Crown (South East) Limited                      England            1870928
----------------------------------------------- ------------------ -------------------
Crown Equipment No 1 Limited                    England            2794518
----------------------------------------------- ------------------ -------------------
Crown (Kent) Limited                            England            2456153
----------------------------------------------- ------------------ -------------------
Crown (Aylesbury and Chiltern) Limited          England            2416084
----------------------------------------------- ------------------ -------------------
Crown (County Durham) Limited                   England            3128449
----------------------------------------------- ------------------ -------------------
Crown (Eastbourne and Hastings) Limited         England            3074517
----------------------------------------------- ------------------ -------------------
Crown Holdings (Broadland) Limited              England            2427172
----------------------------------------------- ------------------ -------------------
Crown (Broadland) Limited                       England            2443741
----------------------------------------------- ------------------ -------------------
Crown Holdings (Fenland) Limited                England            2427199
----------------------------------------------- ------------------ -------------------
Crown (Fenland) Limited                         England            2459153
----------------------------------------------- ------------------ -------------------
Crown Holdings (Leeds) Limited                  England            2766909
----------------------------------------------- ------------------ -------------------
Crown (Leeds) Limited                           England            2400103
----------------------------------------------- ------------------ -------------------
Crown Holdings (Norwich) Limited                England            2412962
----------------------------------------------- ------------------ -------------------
Crown (Norwich) Limited                         England            2332233
----------------------------------------------- ------------------ -------------------
Crown Holdings (Peterborough) Limited           England            2888397
----------------------------------------------- ------------------ -------------------
Crown (Peterborough) Limited                    England            2332232
----------------------------------------------- ------------------ -------------------
Crown Management Limited                        England            2924200
----------------------------------------------- ------------------ -------------------
Crown (Wearside) Limited                        England            2475099
----------------------------------------------- ------------------ -------------------
Crown (Sunderland) Limited                      England            2402393
----------------------------------------------- ------------------ -------------------
Crown (Yorcan) Limited                          England            2371785
----------------------------------------------- ------------------ -------------------
Crown (Harrogate) Limited                       England            2404019
----------------------------------------------- ------------------ -------------------
Crown (York) Limited                            England            2406267
----------------------------------------------- ------------------ -------------------
Crown (CRUK) Limited                            England            2329254
----------------------------------------------- ------------------ -------------------
Crown (V) Holdings Plc                          England            2719474
----------------------------------------------- ------------------ -------------------
Crown (City and Westminster) Limited            England            2809080
----------------------------------------------- ------------------ -------------------
Crown Corporation Limited                       England            2719477
----------------------------------------------- ------------------ -------------------
Crown (Ealing) Limited                          England            1721894
----------------------------------------------- ------------------ -------------------
Crown Equipment No 2 Limited                    England            2071491
----------------------------------------------- ------------------ -------------------
Crown (Hampshire) Limited                       England            2351070
----------------------------------------------- ------------------ -------------------
Crown No 4 Limited                              England            2351068
----------------------------------------------- ------------------ -------------------
</TABLE>


                                      221
<PAGE>


<TABLE>
<CAPTION>
----------------------------------------------- ------------------ -------------------
NAME OF MEMBER OF THE TARGET GROUP              JURISDICTION OF    COMPANY NUMBER
                                                INCORPORATION      (IF APPLICABLE)
----------------------------------------------- ------------------ -------------------
<S>                                             <C>                <C>
                                                England            2459179
Crown (Harrow) Limited
----------------------------------------------- ------------------ -------------------
Crown No 2 Limited                              England            2441766
----------------------------------------------- ------------------ -------------------
Crown No 3 Limited                              England            2441768
----------------------------------------------- ------------------ -------------------
Crown (Southampton and Eastleigh) Limited       England            1866504
----------------------------------------------- ------------------ -------------------
Crown (South London) Limited                    England            657093
----------------------------------------------- ------------------ -------------------
Crown (Greenwich and Lewisham) Limited          England            2254009
----------------------------------------------- ------------------ -------------------
Crown (Lambeth and Southwark) Limited           England            2277986
----------------------------------------------- ------------------ -------------------
Crown (Wandsworth) Limited                      England            1866178
----------------------------------------------- ------------------ -------------------
Crown (Thamesmead) Limited                      England            2461140
----------------------------------------------- ------------------ -------------------
Crown (West London) Limited                     England            1735664
----------------------------------------------- ------------------ -------------------
Crown Chartwell Holdings Limited                England            3290823
----------------------------------------------- ------------------ -------------------
Crown Winston Holdings Limited                  England            3290821
----------------------------------------------- ------------------ -------------------
Crown CableComms Group PLC                      England            3024703
----------------------------------------------- ------------------ -------------------
North CableComms Holdings, Inc.                 Delaware
----------------------------------------------- ------------------ -------------------
North CableComms Management, Inc.               Delaware
----------------------------------------------- ------------------ -------------------
North CableComms LLC                            Delaware
----------------------------------------------- ------------------ -------------------
NYNEX CableComms Group, Inc                     Delaware
----------------------------------------------- ------------------ -------------------
NYNEX Chartwell Holdings, Inc                   Delaware
----------------------------------------------- ------------------ -------------------
Crown (N) UK Telephone and Cable TV Holdings    England            2511877
Company Limited
----------------------------------------------- ------------------ -------------------
Crown CableComms Lancashire No 1                England            2453249
----------------------------------------------- ------------------ -------------------
Crown CableComms Lancashire No 2                England            2453059
----------------------------------------------- ------------------ -------------------
Crown CableComms Limited                        England            2664006
----------------------------------------------- ------------------ -------------------
Crown CableComms Manchester Limited             England            2511868
----------------------------------------------- ------------------ -------------------
Crown CableComms West Surrey Limited            England            2512757
----------------------------------------------- ------------------ -------------------
Crown (N) Microclock Services Limited           England            2861856
----------------------------------------------- ------------------ -------------------
Crown (N) Partcheer Company Limited             England            2861817
----------------------------------------------- ------------------ -------------------
Crown (N) Sideoffer Limited                     England            2927099
----------------------------------------------- ------------------ -------------------
Crown (N) Solent Telephone and Cable TV         England            2511653
Company Limited
----------------------------------------------- ------------------ -------------------
Crown (N) Streetunique Projects Limited         England            2851203
----------------------------------------------- ------------------ -------------------
Crown (N) Streetunit Projects Limited           England            2851201
----------------------------------------------- ------------------ -------------------
Crown (N) Streetusual Services Limited          England            2851019
----------------------------------------------- ------------------ -------------------
Crown (N) Streetvision Services Limited         England            2851020
----------------------------------------------- ------------------ -------------------
Crown (N) Streetvital Services Limited          England            2851021
----------------------------------------------- ------------------ -------------------
Crown (N) Streetwarm Services Limited           England            2851011
----------------------------------------------- ------------------ -------------------
Crown (N) Streetwide Services Limited           England            2851013
----------------------------------------------- ------------------ -------------------
Crown (N) Stikeagent Trading Limited            England            2851014
----------------------------------------------- ------------------ -------------------
Crown (N) Strikeamount Trading Limited          England            2851015
----------------------------------------------- ------------------ -------------------
Crown (N) Strikeapart Trading Limited           England            2851018
----------------------------------------------- ------------------ -------------------
Crown (N) Technical Support Company Limited     England            2512756
----------------------------------------------- ------------------ -------------------
NNS UK Holdings 1, Inc                          Delaware
----------------------------------------------- ------------------ -------------------
</TABLE>


                                      222
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------- ------------------ -------------------
NAME OF MEMBER OF THE TARGET GROUP              JURISDICTION OF    COMPANY NUMBER
                                                INCORPORATION      (IF APPLICABLE)
----------------------------------------------- ------------------ -------------------
<S>                                             <C>                <C>
                                                Delaware
NNS UK Holdings 2, Inc
----------------------------------------------- ------------------ -------------------
NYNEX Bromley Company                           Delaware
----------------------------------------------- ------------------ -------------------
NYNEX North CableComms Holdings, Inc            Delaware
----------------------------------------------- ------------------ -------------------
NYNEX North CableComms Management, Inc          Delaware
----------------------------------------------- ------------------ -------------------
Crown CableComms Holdings No 1 Limited          England            3709869
----------------------------------------------- ------------------ -------------------
Crown CableComms Bury and Rochdale              England            2446183
----------------------------------------------- ------------------ -------------------
Crown CableComms Cheshire                       England            2379804
----------------------------------------------- ------------------ -------------------
Crown CableComms East Lancashire                England            2114543
----------------------------------------------- ------------------ -------------------
Crown (N) Wirral Telephone and Cable TV         England            2511873
Company
----------------------------------------------- ------------------ -------------------
Crown CableComms Macclesfield                   England            2459067
----------------------------------------------- ------------------ -------------------
Crown CableComms Oldham and Tameside            England            2446185
----------------------------------------------- ------------------ -------------------
Crown CableComms Staffordshire                  England            2379800
----------------------------------------------- ------------------ -------------------
Crown CableComms Stockport                      England            2443484
----------------------------------------------- ------------------ -------------------
Crown CableComms Wirral                         England            2531604
----------------------------------------------- ------------------ -------------------
Crown (N) Bolton Cablevision Holdings Company   England            2422198
----------------------------------------------- ------------------ -------------------
Crown Cablecomms Bolton                         England            1883383
----------------------------------------------- ------------------ -------------------
Crown Derby Cablevision Holdings Company        England            2422310
----------------------------------------------- ------------------ -------------------
Crown CableComms Derby                          England            2387713
----------------------------------------------- ------------------ -------------------
Crown (N) Manchester Cablevision Holding        England            2455631
Company
----------------------------------------------- ------------------ -------------------
Crown CableComms Greater Manchester             England            2407924
----------------------------------------------- ------------------ -------------------
NYNEX Programming Subsidiary Company            Delaware
----------------------------------------------- ------------------ -------------------
NYNEX South CableComms Holdings, Inc            Delaware
----------------------------------------------- ------------------ -------------------
NYNEX South CableComms Management, Inc          Delaware
----------------------------------------------- ------------------ -------------------
Crown CableComms Holdings No 2 Limited          England            3709840
----------------------------------------------- ------------------ -------------------
Crown CableComms Bromley                        England            2422195
----------------------------------------------- ------------------ -------------------
Crown CableComms Solent                         England            2422654
----------------------------------------------- ------------------ -------------------
Crown CableComms Surrey                         England            2531586
----------------------------------------------- ------------------ -------------------
Crown CableComms Sussex                         England            2266092
----------------------------------------------- ------------------ -------------------
Crown CableComms Wessex                         England            2410378
----------------------------------------------- ------------------ -------------------
NYNEX Winston Holdings, Inc                     Delaware
----------------------------------------------- ------------------ -------------------
Winston Investors LLC                           Delaware
----------------------------------------------- ------------------ -------------------
South CableComms Holdings, Inc                  Delaware
----------------------------------------------- ------------------ -------------------
South CableComms Management, Inc                Delaware
----------------------------------------------- ------------------ -------------------
South CableComms LLC                            Delaware
----------------------------------------------- ------------------ -------------------
NYNEX Chartwell Holdings 2, Inc.                Delaware
----------------------------------------------- ------------------ -------------------
NYNEX Solent Company                            Delaware
----------------------------------------------- ------------------ -------------------
NYNEX Surrey Company                            Delaware
----------------------------------------------- ------------------ -------------------
NYNEX Sussex Company                            Delaware
----------------------------------------------- ------------------ -------------------
NYNEX UK Cablecomms Holdings, Inc.              Delaware
----------------------------------------------- ------------------ -------------------
NYNEX Wessex Company                            Delaware
----------------------------------------------- ------------------ -------------------
</TABLE>


                                      223
<PAGE>


<TABLE>
<CAPTION>
----------------------------------------------- ------------------ -------------------
NAME OF MEMBER OF THE TARGET GROUP              JURISDICTION OF    COMPANY NUMBER
                                                INCORPORATION      (IF APPLICABLE)
----------------------------------------------- ------------------ -------------------
<S>                                             <C>                <C>
                                                Delaware
NYNEX Wirral Company
----------------------------------------------- ------------------ -------------------
</TABLE>


                                      224
<PAGE>


                                        SCHEDULE 14
                                  MEMBERS OF THE UK GROUP

<TABLE>
<CAPTION>
----------------------------------------------- ------------------ -------------------
NAME                                            JURISDICTION OF    COMPANY NUMBER
                                                INCORPORATION      (IF APPLICABLE)
----------------------------------------------- ------------------ -------------------
<S>                                             <C>                <C>
NTL Communications Limited                      England            3521915
----------------------------------------------- ------------------ -------------------
NTL Kirklees                                    England            2495460
----------------------------------------------- ------------------ -------------------
CableTel West Riding Limited                    England            2372564
----------------------------------------------- ------------------ -------------------
NTL Investment Holdings Limited                 England            3173552
----------------------------------------------- ------------------ -------------------
CableTel Scotland Limited                       Scotland           SC119938
----------------------------------------------- ------------------ -------------------
NTL Glasgow                                     Scotland           SC075177
----------------------------------------------- ------------------ -------------------
CableTel Newport                                England            2478879
----------------------------------------------- ------------------ -------------------
NTL South Wales Limited                         England            2857050
----------------------------------------------- ------------------ -------------------
CableTel Cardiff Limited                        England            2740659
----------------------------------------------- ------------------ -------------------
CableTel West Glamorgan Limited                 England            623197
----------------------------------------------- ------------------ -------------------
Metro South Wales Limited                       England            3092897
----------------------------------------------- ------------------ -------------------
NTL Group Limited                               England            2591237
----------------------------------------------- ------------------ -------------------
National Transcommunications Limited            England            2487597
----------------------------------------------- ------------------ -------------------
CableTel Surrey and Hampshire Limited           England            2740651
----------------------------------------------- ------------------ -------------------
CableTel Northern Ireland Limited               Northern Ireland   NI029131
----------------------------------------------- ------------------ -------------------
NTL Internet  Limited                           England            2985161
----------------------------------------------- ------------------ -------------------
NTL Telecom Services Limited                    England            2937788
----------------------------------------------- ------------------ -------------------
Enablis Limited                                 England            3144815
----------------------------------------------- ------------------ -------------------
CableTel Hertfordshire Limited                  England            2381354
----------------------------------------------- ------------------ -------------------
CableTel Telecom Supplies Limited               England            2919285
----------------------------------------------- ------------------ -------------------
Columbia Management Limited                     England            2361163
----------------------------------------------- ------------------ -------------------
Secure Backup Systems Limited                   England            3130333
----------------------------------------------- ------------------ -------------------
NTL Networks Limited                            England            3045209
----------------------------------------------- ------------------ -------------------
DTELS Limited                                   England            2834403
----------------------------------------------- ------------------ -------------------
CableTel Central Hertfordshire Limited          England            2347168
----------------------------------------------- ------------------ -------------------
CableTel Herts and Beds Limited                 England            1785533
----------------------------------------------- ------------------ -------------------
CableTel North Bedfordshire Limited             England            2455397
----------------------------------------------- ------------------ -------------------
Digital Television Network Limited              England            3288768
----------------------------------------------- ------------------ -------------------
Prospectre Limited                              Scotland           SC145280
----------------------------------------------- ------------------ -------------------
Metro Hertfordshire Limited                     England            3092899
----------------------------------------------- ------------------ -------------------
NTL Systems Limited                             England            3217975
----------------------------------------------- ------------------ -------------------
Andover Cablevision Limited                     England            1932254
----------------------------------------------- ------------------ -------------------
ComTel Coventry Limited                         England            277802
----------------------------------------------- ------------------ -------------------
Tamworth Cable Communications Limited           England            3016602
----------------------------------------------- ------------------ -------------------
CableTel (UK) Limited                           England            2835551
----------------------------------------------- ------------------ -------------------
Lichfield Cable Communications Limited          England            3016595
----------------------------------------------- ------------------ -------------------
Vision Networks Services UK Limited             England            3135501
----------------------------------------------- ------------------ -------------------
Wessex Cable Limited                            England            2433185
----------------------------------------------- ------------------ -------------------
Oxford Cable Limited                            England            2450228
----------------------------------------------- ------------------ -------------------
</TABLE>


                                      225
<PAGE>


<TABLE>
<CAPTION>
----------------------------------------------- ------------------ -------------------
NAME                                            JURISDICTION OF    COMPANY NUMBER
                                                INCORPORATION      (IF APPLICABLE)
----------------------------------------------- ------------------ -------------------
<S>                                             <C>                <C>
                                                England            2265315
ComTel Cable Services Limited
----------------------------------------------- ------------------ -------------------
NTL Limited                                     England            2586701
----------------------------------------------- ------------------ -------------------
Heartland Cablevision (UK) Limited              England            2415170
----------------------------------------------- ------------------ -------------------
CableTel Investments Limited                    England            3157216
----------------------------------------------- ------------------ -------------------
Stafford Communications Limited                 England            2381842
----------------------------------------------- ------------------ -------------------
Heartland Cablevision II (UK) Limited           England            2443617
----------------------------------------------- ------------------ -------------------
CableTel Limited                                England            2857052
----------------------------------------------- ------------------ -------------------
NTL Milton Keynes Limited                       England            2410808
----------------------------------------------- ------------------ -------------------
NTL Westminster Limited                         England            1735641
----------------------------------------------- ------------------ -------------------
Swindon Cable Limited                           England            318216
----------------------------------------------- ------------------ -------------------
Bracknell Cable TV Limited                      England            2499321
----------------------------------------------- ------------------ -------------------
Cable Thames Valley Limited                     England            2254089
----------------------------------------------- ------------------ -------------------
Cable Television Limited                        England            683065
----------------------------------------------- ------------------ -------------------
NTL South Central Limited                       England            2387692
----------------------------------------------- ------------------ -------------------
Maza Limited                                    England            2785299
----------------------------------------------- ------------------ -------------------
Berkhamsted Properties & Building Contractors   England            958564
Limited
----------------------------------------------- ------------------ -------------------
South Yorkshire Cablevision (UK) Limited        England            2420981
----------------------------------------------- ------------------ -------------------
</TABLE>


                                      226
<PAGE>


                                   SCHEDULE 15
                          UK GROUP PRINCIPAL PROPERTIES

OFFICES

1.     Crawley Court

SWITCH STATIONS/HEADENDS

1.     Guildford.

2.     Huddersfield.

3.     Cardiff.

4.     Renfrew.

5.     Luton.

6.     Belfast.

7.     Gladstone Road, Northampton (freehold).

8.     Unit 3 Clock Tower Industrial Park Edinburgh.

9.     Unit K2 Gildersom Spur Distribution Centre Leeds.

10.    Unit 6 Amalgamated Drive, Brentford, Middlesex.

11.    Unit 37 Minworth Estate, Sutton Coldfield, Birmingham.

12.    400 Metroplex, Salford, Manchester.

13.    1525 Aztec West, Bristol.

TRANSMISSION SITES

1.     Croydon.

2.     St. Hilary.

3.     Black Hill.

4.     Emley Moor.

5.     Lichfield.

6.     Moel Y Parc.

7.     Ridge Hill.

8.     Winter Hill.

9.     Stockland Hill.


                                      227
<PAGE>


10.    Black Mountain.

OTHER

1.     Morne Hill, Winchester.

2.     Newman Street, London.

3.     Unit 6, Langley.

4.     Rathbone Place, off Oxford Street, London.


                                      228
<PAGE>


                                   SCHEDULE 16
                             FORM OF REPORT ON TITLE

1.     Property name and address:

2.     Owner:

       (a)     Legal

       (b)     Beneficial

3.     Tenure:

4.     If leasehold:

       (a)     term

       (b)     is charging permitted?

       (c)     is assignment permitted?

       (d)     any unduly onerous lease
               covenants

       (e)     permitted use

       (f)     forfeiture only on breach of
               covenant and non-payment of rent

5.     If registered, title number and quality
       of title:

6.     Restrictions or impediments on sale
       (other than mentioned above):

7.     Other material comments:


                                      229
<PAGE>


                                   SCHEDULE 17
                        THE ADDITIONAL FINANCE PROVIDERS

Cisco Systems Finance International

Export Development Corporation


                                      230
<PAGE>


                                   SCHEDULE 18
            FORM OF ADDITIONAL FINANCE PROVIDER ACCESSION UNDERTAKING

To:     Chase Manhattan International Limited, for itself and each of the other
        parties to the Credit Agreement referred to below.



THIS UNDERTAKING is made on [ ] by [ ] (the "ACCEDING ADDITIONAL FINANCE
PROVIDER") in relation to the Credit Agreement dated 30 May 2000, as amended,
varied, novated, supplemented or restated from time to time (the "CREDIT
AGREEMENT") between NTL Communications Limited as Parent, NTL Investment
Holdings Limited as Borrower, NTL Communications Corp. as NTL CC, Chase
Manhattan International Limited as agent and security trustee, the Banks named
therein and the Obligors.

1.     Terms defined in the Credit Agreement shall bear the same meanings when
       used in this Undertaking.

2.     In consideration of the Acceding Additional Finance Provider being
       accepted as an Additional Finance Provider for the purposes of the Credit
       Agreement, the Acceding Additional Finance Provider hereby confirms that,
       as from the Additional Finance Provider Accession Date (being [ ]), it
       intends to be party to the Credit Agreement as an Additional Finance
       Provider, undertakes to perform all the obligations expressed in the
       Credit Agreement to be assumed by an Additional Finance Provider and
       agrees that it shall be bound by all the provisions of the Credit
       Agreement, as if it had been an original party to the Credit Agreement.

3.     The Acceding Additional Finance Provider hereby requests the Agent to
       accept this Additional Finance Provider Accession Undertaking as being
       delivered to the Agent pursuant to and for the purposes of Clause 5.5
       (Accession of the Additional Finance Providers) of the Credit Agreement
       so as to take effect in accordance with the terms thereof on the
       Additional Finance Provider Accession Date.

4.     The Acceding Additional Finance Provider confirms that it has received a
       copy of the Credit Agreement together with such other information as it
       has required in connection with this transaction and that it has not
       relied and will not hereafter rely on any Finance Party to check or
       enquire on its behalf into the legality, validity, effectiveness,
       adequacy, accuracy or completeness of any such information and further
       agrees that it has not relied and will not rely on any Finance Party to
       assess or keep under review on its behalf the financial condition,
       creditworthiness, condition, affairs, status or nature of the Parent, the
       NTL Holding Group or the Obligors.

5.     The Acceding Additional Finance Provider hereby undertakes with each of
       the parties to the Credit Agreement that it will perform in accordance
       with their terms all those obligations which by the terms of the Finance
       Documents will be assumed by it after delivery of this Additional Finance
       Provider Accession Undertaking to the Agent and satisfaction of the
       conditions (if any) subject to which this Additional Finance Provider
       Accession Undertaking is expressed to take effect.


                                      231
<PAGE>


6.     No Finance Party makes any representation or warranty and assumes no
       responsibility with respect to the legality, validity, effectiveness,
       adequacy or enforceability of the Finance Documents or any document
       relating thereto and assumes no responsibility for the financial
       condition of the Obligors or for the performance and observance by the
       Obligors of any of its obligations under the Finance Documents or any
       document relating thereto and any and all such conditions and warranties,
       whether express or implied by law or otherwise, are hereby excluded.

7.     The Acceding Additional Finance Provider's Commitment shall be Pound
       Sterling[          ].

8.     The Acceding Additional Finance Provider's address for notices is [ ].

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

THIS UNDERTAKING has been entered into on the date stated above.

Acceding Additional Finance Provider
[    ]
By:

Address for Notices:

Fax:

For the attention of:



Accepted by the Agent:                        Accepted by the Relevant Obligor:



...............................           ..................................
[NAME OF AGENT]                          [NAME OF RELEVANT OBLIGOR]
For and on behalf of itself              For and on behalf of itself, NTL CC and
and each other Finance Party             each other Obligor

Date:                                    Date:

3

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

(3)     Note that it will also be necessary for the Additional Finance Provider
        to deliver a duly completed accession certificate in respect of the
        Security Trust Agreement and the Intercreditor Agreement, in each case,
        in the form specified therein.


                                      232
<PAGE>


                                   SCHEDULE 19
                                CERTAIN ADDRESSES

<TABLE>
<CAPTION>
----------------------- ------------------------ -------------------- --------------------
PARTY                   ADDRESS                  FAX                  ATTENTION
----------------------- ------------------------ -------------------- --------------------
<S>                     <C>                      <C>                  <C>
Parent                  NTL House                +44 1256 752 170     Company Secretary
                        Bartley Wood
                        Business Park
                        Hook
                        Hampshire RG27 9UP
----------------------- ------------------------ -------------------- --------------------
Post-Novation Borrower  NTL House                +44 1256 752 170     Company Secretary
                        Bartley Wood
                        Business Park
                        Hook
                        Hampshire RG27 9UP
----------------------- ------------------------ -------------------- --------------------
NTL CC                  110 East 59th Street     +212 906 8000        Bret Richter
                        New York                                      Richard Lubasch
                        NY 10022
                        USA
----------------------- ------------------------ -------------------- --------------------
Security Trustee and    Trinity Tower            +44 20 7777 2360     Steve Gillies
Second Security         9 Thomas Moore Street
Trustee                 London E1 9YT
----------------------- ------------------------ -------------------- --------------------
Agent                   Trinity Tower            +44 20 7777 2360     Steve Gillies
                        9 Thomas Moore Street                         Loans Agency Dept
                        London E1 9YT
----------------------- ------------------------ -------------------- --------------------
</TABLE>


                                      233
<PAGE>


                                   SCHEDULE 20
                                 THE GUARANTORS

ANDOVER CABLEVISION LIMITED
BERKHAMSTED PROPERTIES & BUILDING CONTRACTORS LIMITED
BRACKNELL CABLE TV LIMITED
CABLE TELEVISION LIMITED
CABLE THAMES VALLEY LIMITED
CABLETEL (UK) LIMITED
CABLETEL CARDIFF LIMITED
CABLETEL CENTRAL HERTFORDSHIRE LIMITED
CABLETEL HERTFORDSHIRE LIMITED
CABLETEL HERTS AND BEDS LIMITED
CABLETEL INVESTMENTS LIMITED
CABLETEL LIMITED
CABLETEL NEWPORT
CABLETEL NORTH BEDFORDSHIRE LIMITED
CABLETEL NORTHERN IRELAND LIMITED
CABLETEL SCOTLAND LIMITED
CABLETEL SURREY AND HAMPSHIRE LIMITED
CABLETEL TELECOM SUPPLIES LIMITED
CABLETEL WEST GLAMORGAN LIMITED
CABLETEL WEST RIDING LIMITED
COLUMBIA MANAGEMENT LIMITED
COMTEL CABLE SERVICES LIMITED
COMTEL COVENTRY LIMITED
DIGITAL TELEVISION NETWORK LIMITED
DTELS LIMITED
ENABLIS LIMITED
HEARTLAND CABLEVISION (UK) LIMITED
HEARTLAND CABLEVISION II (UK) LIMITED
LANBASE EUROPEAN HOLDINGS LIMITED
LANBASE LIMITED
LICHFIELD CABLE COMMUNICATIONS LIMITED
MAZA LIMITED
METRO HERTFORDSHIRE LIMITED
METRO SOUTH WALES LIMITED
NATIONAL TRANSCOMMUNICATIONS LIMITED
NTL (AYLESBURY AND CHILTERN) LIMITED
NTL (B) LIMITED
NTL (BROADLAND) LIMITED
NTL (CHICHESTER) LIMITED
NTL (CITY & WESTMINSTER) LIMITED
NTL (COUNTY DURHAM) LIMITED
NTL (CRUK) LIMITED
NTL (CWC HOLDINGS)


                                      234
<PAGE>


NTL (CWC) CORPORATION LIMITED
NTL (CWC) LIMITED
NTL (CWC) MANAGEMENT LIMITED
NTL (CWC) NO. 2 LIMITED
NTL (CWC) NO. 3 LIMITED
NTL (CWC) NO. 4 LIMITED
NTL (CWC) PROGRAMMING LIMITED
NTL (CWC) UK
NTL (EALING) LIMITED
NTL (EASTBOURNE AND HASTINGS) LIMITED
NTL (FENLAND) LIMITED
NTL (GREENWICH AND LEWISHAM) LIMITED
NTL (HAMPSHIRE) LIMITED
NTL (HARROGATE) LIMITED
NTL (HARROW) LIMITED
NTL (KENT) LIMITED
NTL (LAMBETH AND SOUTHWARK) LIMITED
NTL (LEEDS) LIMITED
NTL (NORWICH) LIMITED
NTL (PETERBOROUGH) LIMITED
NTL (SOUTH EAST) LIMITED
NTL (SOUTH LONDON) LIMITED
NTL (SOUTHAMPTON AND EASTLEIGH) LIMITED
NTL (SUNDERLAND) LIMITED
NTL (THAMESMEAD) LIMITED
NTL (V) PLC
NTL (WANDSWORTH) LIMITED
NTL (WEARSIDE) LIMITED
NTL (WEST LONDON) LIMITED
NTL (YORCAN) LIMITED
NTL (YORK) LIMITED
NTL ACQUISITION COMPANY LIMITED
NTL BOLTON CABLEVISION HOLDING COMPANY
NTL BUSINESS (IRELAND) LIMITED
NTL BUSINESS LIMITED
NTL CABLECOMMS BOLTON
NTL CABLECOMMS BROMLEY
NTL CABLECOMMS BURY AND ROCHDALE
NTL CABLECOMMS CHESHIRE
NTL CABLECOMMS DERBY
NTL CABLECOMMS EAST LANCASHIRE
NTL CABLECOMMS GREATER MANCHESTER
NTL CABLECOMMS GROUP PLC
NTL CABLECOMMS HOLDINGS NO. 1 LIMITED
NTL CABLECOMMS HOLDINGS NO. 2 LIMITED
NTL CABLECOMMS LANCASHIRE NO. 1


                                      235
<PAGE>


NTL CABLECOMMS LANCASHIRE NO. 2
NTL CABLECOMMS LIMITED
NTL CABLECOMMS MACCLESFIELD
NTL CABLECOMMS MANCHESTER LIMITED
NTL CABLECOMMS OLDHAM AND TAMESIDE
NTL CABLECOMMS SOLENT
NTL CABLECOMMS STAFFORDSHIRE
NTL CABLECOMMS STOCKPORT
NTL CABLECOMMS SURREY
NTL CABLECOMMS SUSSEX
NTL CABLECOMMS WESSEX
NTL CABLECOMMS WEST SURREY LIMITED
NTL CABLECOMMS WIRRAL
NTL CHARTWELL HOLDINGS LIMITED
NTL COMMUNICATIONS LIMITED
NTL COMMUNICATIONS SERVICES LIMITED
NTL DERBY CABLEVISION HOLDING COMPANY
NTL EQUIPMENT NO. 1 LIMITED
NTL EQUIPMENT NO. 2 LIMITED
NTL GLASGOW
NTL GLASGOW HOLDINGS LIMITED
NTL GROUP LIMITED
NTL HOLDINGS (BROADLAND) LIMITED
NTL HOLDINGS (EAST LONDON) LIMITED
NTL HOLDINGS (FENLAND) LIMITED
NTL HOLDINGS (LEEDS) LIMITED
NTL HOLDINGS (NORWICH) LIMITED
NTL HOLDINGS (PETERBOROUGH) LIMITED
NTL INTERNET LIMITED
NTL INVESTMENT HOLDINGS LIMITED
NTL KIRKLEES
NTL KIRKLEES HOLDINGS LIMITED
NTL LIMITED
NTL MANCHESTER CABLEVISION HOLDING COMPANY
NTL MICROCLOCK SERVICES LIMITED
NTL MILTON KEYNES LIMITED
NTL NETWORKS LIMITED
NTL PARTCHEER COMPANY LIMITED
NTL SIDEOFFER LIMITED
NTL SOLENT TELEPHONE AND CABLE TV COMPANY LIMITED
NTL SOUTH CENTRAL LIMITED
NTL SOUTH WALES LIMITED
NTL STREETUNIQUE PROJECTS LIMITED
NTL STREETUNIT PROJECTS LIMITED
NTL STREETUSUAL SERVICES LIMITED
NTL STREETVISION SERVICES LIMITED


                                      236
<PAGE>


NTL STREETVITAL SERVICES LIMITED
NTL STREETWARM SERVICES LIMITED
NTL STREETWIDE SERVICES LIMITED
NTL STRIKEAGENT TRADING LIMITED
NTL STRIKEAMOUNT TRADING LIMITED
NTL STRIKEAPART TRADING LIMITED
NTL SYSTEMS LIMITED
NTL TECHNICAL SUPPORT COMPANY LIMITED
NTL TELECOM SERVICES LIMITED
NTL UK TELEPHONE AND CABLE TV HOLDING COMPANY LIMITED
NTL WESTMINSTER LIMITED
NTL WINSTON HOLDINGS LIMITED
NTL WIRRAL TELEPHONE AND CABLE TV COMPANY
OXFORD CABLE LIMITED
PROSPECTRE LIMITED
SCANNERS (EUROPE) LIMITED
SCANNERS TELEVISION OUTSIDE BROADCASTS LIMITED
SECURE BACKUP SYSTEMS LIMITED
STAFFORD COMMUNICATIONS LIMITED
SWINDON CABLE LIMITED
TAMWORTH CABLE COMMUNICATIONS LIMITED
VISION NETWORKS SERVICES UK LIMITED
WESSEX CABLE LIMITED
X-TANT LIMITED
CHARTWELL INVESTORS LP
NNS UK HOLDINGS 1, INC.
NNS UK HOLDINGS 2, INC.
NORTH CABLECOMMS LLC
NORTH CABLECOMMS HOLDINGS, INC.
NORTH CABLECOMMS MANAGEMENT, INC.
NTL BROMLEY COMPANY
NTL CABLECOMMS GROUP, INC.
NTL CHARTWELL HOLDINGS, INC.
NTL CHARTWELL HOLDINGS 2, INC.
NTL NORTH CABLECOMMS HOLDINGS, INC.
NTL NORTH CABLECOMMS MANAGEMENT, INC.
NTL PROGRAMMING SUBSIDIARY COMPANY
NTL SOLENT COMPANY
NTL SOUTH CABLECOMMS HOLDINGS, INC.
NTL SOUTH CABLECOMMS MANAGEMENT, INC.
NTL SURREY COMPANY
NTL SUSSEX COMPANY
NTL UK CABLECOMMS HOLDINGS, INC.
NTL WESSEX COMPANY
NTL WINSTON HOLDINGS, INC.
NTL WIRRAL COMPANY


                                      237
<PAGE>


SOUTH CABLECOMMS HOLDINGS, INC.
SOUTH CABLECOMMS LLC
SOUTH CABLECOMMS MANAGEMENT, INC.
WINSTON INVESTORS LLC


                               * * * * * * * * * *


                                      238