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                                                                   Exhibit 10.12


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


                                                              Date: 8 March 2002

To:      NTL Communications Corp.
         110 East 59th Street
         New York
         NY 10022
         U.S.A.


         NTL Communications Limited
         and
         NTL (UK) Group, Inc.
         NTL House
         Bartley Wood Business Park
         Hook
         Hampshire
         RG27 9UP






CREDIT AGREEMENT DATED 30 MAY 2000 ORIGINALLY MADE BETWEEN NTL COMMUNICATIONS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 (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:

         "CABLECOM CREDIT AGREEMENT" means the credit agreement dated 28 March
         2000 originally made between NTL Incorporated as parent, NTL Cablecom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 prior to the date hereof;

         "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 CC 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;

         "NTL GROUP NOTES" means the NTL CC 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 Group;

         "RELEVANT EVENTS OF DEFAULT" means the Events of Default at Clauses
         19.6 (Cross Default), 19.7 (Insolvency and Rescheduling), 19.8 (Winding
         Up) and 19.10 (Analogous Events) of the Credit Agreement; and

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

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 "NTL CC NEGOTIATIONS") with one or more
         of the holders (the "NTL CC NOTEHOLDERS") of the NTL CC 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
                  NTL CC Negotiations) (the "PROPOSED STEPS");

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

         2.3      agree that the restriction at paragraph 5.8 of this letter
                  (and the corresponding restriction contained in the consent
                  letter referred to at paragraph 3.1.1 below) shall not
                  constitute a breach of Clause 18.31 (Restriction on Payments)
                  of the Credit Agreement.

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; (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

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         (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 and (c) hereby agrees that the restriction at paragraph 5.8
         of this letter (and the corresponding restriction contained in the
         consent letter referred to at paragraph 3.1.1 below) will not
         constitute a breach of Clause 18.31 (Restrictions on Payments) of the
         Credit Agreement (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
                  the Parent (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 Cablecom Credit Agreement has entered into
                  a consent letter (upon the instructions of an Instructing
                  Group (as defined in the Cablecom Credit Agreement)) with
                  Cablecom GmbH (acting on behalf of the Obligors (as defined in
                  the Cablecom 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 NTL CC Noteholders or the
                  holders of any other NTL Group Notes (together with the NTL CC
                  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 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 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

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                  binding agreements: (a) entered into for the purpose of
                  enabling the provision of information by or to any member of
                  the 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 Borrower take any action pursuant to Clause 19.17
         (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 NTL CC 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 19.17 (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 19.6 (Cross
         Default) (but only whilst such Event of Default is continuing) other
         than where such Event of Default is in respect of any holder, holders,
         creditor or creditors becoming entitled (by reason of default) to
         declare any Specified 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
         Specified 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 19.6
         (Cross Default) or Clause 19.7.1 (Insolvency and Rescheduling) in
         respect of Specified Financial Indebtedness arising under the NTL CC
         Notes not being paid when due and payable until such time as the NTL CC
         Noteholders (or any of them) are entitled, under the terms and
         conditions of the NTL CC Notes, to declare any Specified Financial
         Indebtedness representing principal in respect of the NTL CC Notes due
         and payable prior to its specified maturity date; or

4.2      any of the Parent, the Intermediate Parent, the 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


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         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 Group;

5.2      procure that no member of the 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 UK Group (the
         "FORECAST") which shall be updated by the Borrower 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 Borrower 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 Group in substantially the same form as
         that information appears in, and in respect of the same members of the
         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 UK Group or any member of the
         UK Group which is provided to the Noteholders (or any of them) by any
         member of the 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 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 Group to the
                  Noteholders (or any of them) and/or any of their advisors on
                  any material term sheets which relate to the Proposed
                  Recapitalisation;

5.6      ensure that any material term sheets sent by any member of the 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 Group in

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         relation to the Proposed Recapitalisation is subject to such member of
         the Group obtaining the prior written consent of the Banks;

5.7      procure that the Borrower keeps the Co-ordinators informed at each
         meeting between the 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 Group (or any member
                  of the 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 UK
                  Group where such disposal is material in the context of the UK
                  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 Group
                  not being a member of the UK Group where such disposal is
                  material in the context of the Group (excluding for the
                  purposes of this paragraph 5.7.3 the UK Group) taken as a
                  whole,

         PROVIDED THAT the 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 Borrower in a form acceptable to the Borrower (acting
         reasonably) and PROVIDED FURTHER THAT the Borrower shall not be obliged
         to make such information and requested documentation available to the
         Co-Ordinators if the 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      procure that no member of the Covenant Group makes any Permitted
         Payment other than:

         5.8.1    a Permitted Payment falling within paragraph (b) of the
                  definition of Permitted Payment in the Credit Agreement
                  PROVIDED THAT the aggregate amount of all such Permitted
                  Payments made during the period from (and including) the date
                  hereof to (and including) the date of termination of the
                  Consent shall not exceed L5,000,000;

         5.8.2    a Permitted Payment falling within paragraph (c)(i), (iv) (but
                  only in respect of any bonds, notes or similar public debt
                  instruments issued by the Parent) or (v) of the definition of
                  Permitted Payment in the Credit Agreement PROVIDED THAT prior
                  to the proposed Permitted Payment being made the Parent
                  demonstrates to the satisfaction of the Agent (it being agreed
                  that the Agent shall be satisfied if the most recently
                  delivered Forecast confirms the same) that in the absence of
                  the Parent receiving the proposed Permitted Payment it will,
                  following the

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                  making of the relevant cash payment obligation in respect of
                  which the Permitted Payment is proposed to be made, have cash
                  resources available to it in an amount less than L25,000,000;
                  and

         5.8.3    a Permitted Payment falling within paragraph (d) or (e) of the
                  definition of Permitted Payment in the Credit Agreement.

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 19.6 (Cross Default) (other than under the Senior
         Bank Credit Agreement and (assuming their unwind values exceed
         L20,000,000 in aggregate) the ISDA Master Agreements each dated 26
         March 2001 between The Chase Manhattan Bank and the Parent and between
         The Royal Bank of Scotland plc and the Parent) 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 19.6 (Cross Default) (save under the Senior Bank Credit
         Agreement or the aforementioned ISDA Master Agreements).

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).


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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 Cablecom 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 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

NTL COMMUNICATIONS CORP.
As Parent and Guarantor

By:      /s/ Richard J. Lubasch
         -----------------------------

Title:

Dated:


NTL (UK) GROUP, INC.
as Intermediate Parent and Guarantor

By:      /s/ Robert Mackenzie
         -----------------------------

Title: Director

Dated: 11.3.02



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NTL COMMUNICATIONS LIMITED
as Borrower

By:      /s/ John Gregg
         -----------------------------
Title:

Dated:

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