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                                                                   Exhibit 10.11

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


To:      NTL Communications Limited
         and
         NTL Investment Holdings Limited
         NTL House
         Bartley Wood Business Park
         Hook
         Hampshire
         RG27 9UP

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

         The Guarantors (as defined in the Credit Agreement (as defined below))
         c/o NTL Communications Limited.
         NTL House
         Bartley Wood Business Park
         Hook
         Hampshire
         RG27 9UP


                                                              Date: 8 March 2002



CREDIT AGREEMENT DATED 30 MAY 2000 ORIGINALLY MADE BETWEEN NTL COMMUNICATIONS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 (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         2000 originally made between NTL Incorporated as parent, NTL Cablecom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
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         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;

         "NTL CC NOTES" means any bonds, notes or similar public debt
         instruments issued by NTL CC 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
         24.6 (Cross Default), 24.7 (Insolvency and Rescheduling), 24.8 (Winding
         Up), 24.10 (Analogous Events) and 24.16 (Covenant Group Cross Default)
         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

         NTL CC has informed the Agent that (a) it wishes to pursue a proposed
         restructuring, readjustment, rescheduling and/or reorganisation of NTL
         CC (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. NTL CC
         has requested the Banks to:

         2.1      consent to NTL CC 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"); 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 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 NTL CC taking the Proposed
         Steps; and (b) hereby agrees that any

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         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 Working Capital Facility has entered into
                  a consent letter (upon the instructions of an Instructing
                  Group (as defined in the credit agreement constituting the
                  Working Capital Facility)) with NTL CC (acting on behalf of
                  the Obligors (as defined in the credit agreement constituting
                  the Working Capital Facility)) 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 Relevant Obligor take any action pursuant to Clause 24.18
         (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 24.18 (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 24.6 (Cross
         Default) (but only whilst such Event of Default is continuing) other
         than where such Event of Default is in respect of any creditor or
         creditors becoming entitled (by reason of default) 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;

4.2      the occurrence of any Event of Default under Clause 24.16 (Covenant
         Group Cross Default) (but only whilst such Event of Default is
         continuing) other than where such Event of Default is in respect of any
         holder or creditor becoming entitled to declare Permitted Covenant
         Group Indebtedness due and payable prior to its specified maturity
         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 24.7.1
         (Insolvency and Rescheduling) or Clause 24.16 (Covenant Group Cross
         Default) in respect of 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

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         entitled, under the terms and conditions of the NTL CC Notes, to
         declare any Financial Indebtedness representing principal in respect of
         the NTL CC Notes due and payable prior to its specified maturity date;
         or

4.3      any of the Parent, the Post-Novation Borrower, NTL CC 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 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 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 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 NTL CC 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


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

5.7      keep the Co-ordinators informed at each meeting between the Parent 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 Parent 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 in a form acceptable to the Parent (acting reasonably)
         and PROVIDED FURTHER THAT the Parent shall not be obliged to make such
         information and requested documentation available to the Co-Ordinators
         if the Parent 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 UK 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 NTL CC) or (v) of

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                  the definition of Permitted Payment in the Credit Agreement
                  PROVIDED THAT prior to the proposed Permitted Payment being
                  made NTL CC 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 NTL CC receiving the proposed Permitted Payment it
                  will, following the 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 (f) 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 24.6 (Cross Default) or Clause 24.16 (Covenant Group
         Cross Default) (other than under the credit agreement constituting the
         Working Capital Facility 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 NTL CC and between The
         Royal Bank of Scotland plc and NTL CC) 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
         24.6 (Cross Default) or Clause 24.16 (Covenant Group Cross Default)
         (save under the credit agreement constituting the Working Capital
         Facility 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

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         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 under the Working Capital Facility 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 5:00 p.m. (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:



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ACCEPTED AND AGREED

NTL INVESTMENT HOLDINGS LIMITED

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

Dated:


NTL COMMUNICATIONS CORP.

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

Dated:


NTL COMMUNICATIONS LIMITED
for itself and for and on behalf
of the Guarantors

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

Dated:

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