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                                                                   Exhibit 10.13

                [ON THE LETTERHEAD OF J.P. MORGAN EUROPE LIMITED]

                                                              Date: 8 March 2002

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

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

         Cablecom GmbH
         Neumuhlestrasse 42
         8406 Winterthur
         Switzerland

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


CREDIT AGREEMENT DATED 28 MARCH 2000 ORIGINALLY MADE BETWEEN NTL INCORPORATED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

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

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

         "CO-ORDINATORS" means the joint co-ordinators as defined in a
         Confirmation of Terms of Appointment letter agreement dated 7 March
         2002;
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         "NTL GROUP NOTES" means the Parent Notes and any other bonds, notes or
         similar public debt instruments issued in the domestic or international
         capital markets by any other member of the NTL Inc. Group;

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

         "RELEVANT EVENTS OF DEFAULT" means the Events of Default at Clauses
         23.6 (Cross Default), 23.7 (Insolvency and Rescheduling) and 23.8
         (Winding Up) of the Credit Agreement;

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

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

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

1.2      INTERPRETATION

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

2.       THE PROPOSED RECAPITALISATION

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

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

         2.2      agree that any Event of Default (including any Relevant Event
                  of Default) or Potential Event of Default (including in
                  respect of any Relevant Event of Default) which will or may
                  occur solely (directly or indirectly) as a result of the
                  Proposed


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                  Steps will not constitute an Event of Default or, as the case
                  may be, Potential Event of Default.

3.       CONSENT

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

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

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

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

3.2      the Proposed Steps shall not include:

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

         3.2.2    any legally binding agreement for, or any offer to Noteholders
                  (or any of them) which is capable of acceptance (whether or
                  not subject to the satisfaction of conditions) in respect of,
                  the prepayment (in whole or in part) of amounts outstanding
                  under the NTL Group Notes (or any of them) or the granting of
                  any security, guarantee or other credit support in respect of
                  amounts outstanding under the NTL Group Notes (or any of them)
                  PROVIDED THAT this paragraph 3.2.2 shall not prohibit the
                  granting of any security, guarantee or other credit support by
                  Diamond Cable Communications Limited, Diamond Holdings Limited
                  or NTL (Triangle) LLC or any of their respective subsidiaries
                  where such security is required to be granted pursuant to the
                  terms (as at the date hereof) of the indentures constituting
                  the NTL Group Notes issued by Diamond


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                  Cable Communications Limited, Diamond Holdings Limited or, as
                  the case may be, NTL Triangle LLC; or

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

3.3      the Consent shall terminate at 5.30pm (New York time) on 29 March 2002
         and as at such time or any time thereafter the Agent may by written
         notice to the Parent and the Principal Borrower take any action
         pursuant to Clause 23.19 (Acceleration and Cancellation) of the Credit
         Agreement in respect of any Event of Default the subject of the Consent
         to the extent that, at the relevant time, such Event of Default is
         continuing. For the avoidance of doubt, if at such time the Parent
         Negotiations are not continuing and no other Proposed Steps are being
         taken at, or are taken after, such time, no Event of Default the
         subject of the Consent shall be continuing.

4.       ACTION BY THE AGENT

         Notwithstanding the Consent, the Agent may take any action deemed
         appropriate pursuant to Clause 23.19 (Acceleration and Cancellation) of
         the Credit Agreement and/or under any Finance Document upon (or at
         anytime after):

4.1      the occurrence of any Event of Default under Clause 23.6 (Cross
         Default) (but only whilst such Event of Default is continuing) other
         than where such Event of Default is in respect of any creditor becoming
         entitled (on account of an event of default (howsoever described)) to
         declare any Financial Indebtedness due and payable prior to its
         specified maturity by reason of a default arising solely (directly or
         indirectly) as a result of any of the Proposed Steps and such Financial
         Indebtedness is not declared to be or does not otherwise become due and
         payable prior to its specified maturity. For the avoidance of doubt,
         the Agent, on behalf of the Banks, hereby acknowledges that no Event of
         Default will occur under Clause 23.7.1 (Insolvency and Rescheduling) in
         respect of Financial Indebtedness arising under NTL Notes issued by the
         Parent not being paid when due and payable until such time as the
         holders of such NTL Notes (or any of them) are entitled, under the
         terms and conditions of such NTL Notes, to declare any Financial



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         Indebtedness representing principal in respect of such NTL Notes due
         and payable prior to its specified maturity date; or

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

5.       PARENT UNDERTAKINGS

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

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

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

5.3      provide to the Agent (in sufficient copies for all Banks, if the Agent
         so requests) a 13 week rolling cash flow forecast for the Restricted
         Group (the "FORECAST") which shall be updated by the Parent and
         provided to the Agent on a fortnightly basis (the first Forecast to be
         delivered pursuant to this paragraph 5.3 shall be delivered by the
         Parent to the Agent on 5 March 2002). Each Forecast shall be in
         substantially the same form as the pro forma Forecast agreed by and
         delivered to the Agent prior to the date hereof and shall include
         details of cash balances for members of the Restricted Group in
         substantially the same form as that information appears in, and in
         respect of the same members of the Restricted Group as, the
         aforementioned pro forma Forecast;

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

5.5      provide to the Co-Ordinators copies of:

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

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


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5.6      ensure that any material term sheets sent by any member of the NTL Inc.
         Group to the Noteholders (or any of them) and/or any of their advisors
         and which relate to the Proposed Recapitalisation are expressly marked
         so as to indicate that any conclusive agreement (whether or not subject
         to satisfaction of conditions) by any member of the NTL Inc. Group in
         relation to the Proposed Recapitalisation is subject to such member of
         the NTL Inc. Group obtaining the prior written consent of the Banks;

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

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

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

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

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

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


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6.       CONFIRMATION AND REPRESENTATION FROM PARENT

6.1      The Parent confirms and represents by its countersignature to this
         letter that to the best of its knowledge and belief no Event of Default
         will occur under, and no Potential Event of Default will occur in
         respect of, Clause 23.6 (Cross Default) as a result of the Proposed
         Steps. The Parent agrees to promptly inform the Agent if it becomes
         aware of any event which, if it were not the subject of the agreement
         of the Banks contained in this letter, would constitute an Event of
         Default or Potential Event of Default under or in respect of Clause
         23.6 (Cross Default).

6.2      The Parent represents that to the best of its knowledge and belief no
         Event of Default (which is not a Relevant Event of Default) or
         Potential Event of Default (which is not in respect of a Relevant Event
         of Default) will or is likely to occur as a result of the Proposed
         Steps.

6.3      For the purposes of this paragraph 6 "to the best of its knowledge and
         belief" means the actual knowledge and belief of the Parent's Chief
         Financial Officer and the Parent's Group Treasurer, each after having
         made due and careful enquiry.

7.       MISCELLANEOUS

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

7.2      The Consent shall be without prejudice to any other rights or remedies
         (save as specifically agreed otherwise in this letter) which the Agent,
         any Bank or any other person may now or at any time in the future have
         or which may now or at any time in the future be available to them
         under the terms of the Finance Documents or as a matter of law and
         nothing contained herein shall (save as specifically consented to or
         agreed in this letter) constitute or be deemed to constitute a waiver,
         release or discharge of any or all of the rights and remedies which the
         Agent, any Bank or any other person may have under the Finance
         Documents or as a matter of law.

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

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

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

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

Please indicate your acceptance of the terms hereof by signing the enclosed copy
of this letter and returning it to Stephen Gillies at J.P. Morgan Europe Limited
at or before 5.00pm (London


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time) on 22nd March 2002, the time at which the agreement of the Agent and the
Banks set forth above (if not so accepted prior thereto) will expire.

Yours faithfully,


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

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

Title:


ACCEPTED AND AGREED

THE PARENT

NTL (DELAWARE), INC.

By:      /s/ Richard Lubasch
         -------------------

Title:

Dated:


THE SHAREHOLDER

NTL CABLECOM HOLDING GMBH

By:      /s/ Gaudenz Domenig
         -------------------
         /s/ Andreas Moll
         -------------------

Title:

Dated:


THE BORROWERS

CABLECOM GMBH

By:      /s/ Gaudenz Domenig
         -------------------
         /s/ Rudolf Fischer
         -------------------

Title:

Dated:


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CABLECOM MANAGEMENT GMBH

By:      /s/ Gaudenz Domenig
         -------------------
         /s/ Rudolf Fischer
         -------------------

Title:

Dated:


BALCAB AG

By:      /s/ Rudolf Fischer
         -------------------
         /s/ Roy Simmonds
         -------------------

Title:

Dated:


THE GUARANTORS

NTL CABLECOM HOLDING GMBH

By:      /s/ Gaudenz Domenig
         -------------------
         /s/ Andreas Moll
         -------------------

Title:

Dated:


CABLECOM GMBH

By:      /s/ Gaudenz Domenig
         -------------------
         /s/ Rudolf Fischer
         -------------------

Title:

Dated:


CODITEL SARL

By:      /s/ Gaudenz Domenig
         -------------------
         /s/ Rudolf Fischer
         -------------------

Title:

Dated:


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BALCAB AG

By:      /s/ Rudolf Fischer
         -------------------
         /s/ Roy Simmonds
         -------------------

Title:

Dated:


SWISS ONLINE AG

By:      /s/ Gaudenz Domenig
         -------------------
         /s/ Rudolf Fischer
         -------------------

Title:

Dated:


CABLECOM ENGINEERING AG

By:      /s/ Gaudenz Domenig
         -------------------
         /s/ Rudolf Fischer
         -------------------

Title:

Dated:


NORDEX GMBH

By:      /s/ Gaudenz Domenig
         -------------------
         /s/ Rudolf Fischer
         -------------------

Title:

Dated:


RERA GMBH IMMOBILIENGESELLSCHAFT

By:      /s/ Gaudenz Domenig
         -------------------
         /s/ Rudolf Fischer
         -------------------

Title:

Dated:


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CABLECOM BUSINESS AG

By:      /s/ Gaudenz Domenig
         -------------------
         /s/ Rudolf Fischer
         -------------------

Title:

Dated:


REDIFFUSION AG

By:      /s/ Roy Simmonds
         -------------------
         /s/ Rudolf Fischer
         -------------------

Title:

Dated:


CABLECOM MANAGEMENT GMBH

By:      /s/ Gaudenz Domenig
         -------------------
         /s/ Rudolf Fischer
         -------------------

Title:

Dated:


URBANET SA

By:      /s/ Jean-Charles Cardineaux
         -------------------
         /s/ Rudolf Fischer
         -------------------

Title:

Dated:


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