<PAGE>
                                                                   Exhibit 10.14

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CREDIT AGREEMENT DATED 30 MAY 2000 ORIGINALLY MADE BETWEEN NTL COMMUNICATIONS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

         "ADDITIONAL PERMITTED PAYMENT" means one or more Restricted Payments
         equal to, in aggregate, the amounts from time to time made available to
         the UK Group by way of Subordinated UK Group Debt in excess of the
         minimum amounts otherwise required to be paid to the UK Group in
         connection with the disposal of NTL Australia pursuant to the proviso
         to paragraph 3.3.2;
<PAGE>
         "CABLECOM CREDIT AGREEMENT" means the 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         2000 originally made between NTL Incorporated (now known as NTL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 prior to the date
         hereof;

         "CABLECOM GROUP" means Cablecom GmbH and its subsidiaries from time to
         time;

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

         "NTL AUSTRALIA" means NTL Belgium SprL and its subsidiaries;

         "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 DIAMOND SUB-GROUP" means Diamond Cable Communications Ltd and its
         subsidiaries from time to time;

         "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:

         (a)      Clause 24.7.1 (Insolvency and Rescheduling) to the extent that
                  such Event of Default occurs solely as a result of the
                  non-payment of interest due under the NTL CC Notes;

         (b)      Clause 24.7.2 (Insolvency and Rescheduling) to the extent that
                  such Event of Default occurs solely as a result of the NTL CC
                  Negotiations;

         (c)      Clause 24.8 (Winding-up) to the extent that such Event of
                  Default relates solely to NTL CC taking any corporate action
                  or other steps for its "re-organisation" (as such term is
                  construed in the context of Clause 24.8 (Winding-up)) solely
                  in connection with the Proposed Steps;

         (d)      Clause 24.10 (Analogous Events) to the extent that such Event
                  of Default relates to events analogous to the Events of
                  Default referred to, and only to the extent referred to, at
                  paragraphs (a), (b) and (c) above; and

         (e)      Clause 24.16 (Covenant Group Cross Default) to the extent that
                  such Event of Default arises solely as a result of a default
                  in the payment of interest under the NTL CC Notes and occurs
                  (as notified by the Parent to the Agent) in the context of the
                  NTL CC Negotiations;
<PAGE>
         "RELEVANT POTENTIAL EVENT OF DEFAULT" means any event which would
         become (with the passage of time, the giving of notice, the making of
         any determination under the Credit Agreement or any combination
         thereof) a Relevant Event of Default; and

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

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");

         2.2      consent to the making of the Additional Permitted Payment; and

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

3.       CONSENT

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

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

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

         3.2.3    the entry by any member of the Group into any legally binding
                  agreement with the Noteholders (or any of them) in their
                  capacity as such in relation to the Proposed Recapitalisation
                  or otherwise in relation to the NTL Group Notes (or any of
                  them) in connection with the Proposed Recapitalisation, save
                  for any legally binding agreements: (a) entered into for the
                  purpose of enabling the provision of information by or to any
                  member of the Group in connection with the Proposed
                  Recapitalisation or to facilitate or enable the progress of
                  non legally binding discussions or negotiations in connection
                  with the Proposed Steps; (b) entered into for the purpose of
                  engaging legal and/or other professional advisors in
                  connection with the Proposed Recapitalisation; (c) under which
                  the Noteholders unconditionally agree for the benefit of the
                  issuer of the relevant NTL Group Notes to waive all or any,
                  and/or agree not to exercise all or any, of their rights in
                  respect of the NTL Group Notes; or (d) under which the
                  Noteholders unconditionally agree for the benefit of the
                  issuer of the relevant NTL Group Notes to a standstill
                  arrangement (or any other arrangement having similar effect)
                  in respect of all or any of their rights in respect of the NTL
                  Group Notes; or
<PAGE>
         3.2.4    NTL CC taking any corporate action, or any other steps being
                  taken or any legal proceedings being started and served for
                  NTL CC's winding-up, dissolution or administration or any
                  similar or analogous process (including, without limitation,
                  any filing or commencement of proceedings under or in
                  connection with the United States Bankruptcy Code, 11 U.S.C.
                  Sections 101 et seq);

3.3      the Consent shall terminate on the earlier of:

         3.3.1    5.30pm (New York time) on 14 May 2002 PROVIDED THAT if a
                  Permitted Payment (other than the Additional Permitted
                  Payment) falling within paragraph (c)(i) of the definition of
                  Permitted Payment in the Credit Agreement is made after 15
                  April 2002 the Consent shall terminate as of the time
                  immediately preceding the making of that Permitted Payment;
                  and

         3.3.2    5.30pm (New York time) on the date falling 29 days after the
                  first failure by NTL CC in making payment in full on or before
                  the due date of all interest due under the NTL CC Notes on 1
                  April 2002 and/or 15 April 2002 PROVIDED THAT, if on the date
                  falling 29 days after the first such failure to pay:

                  (a)      a sufficient number of the NTL CC Noteholders to whom
                           the relevant unpaid interest is owed has agreed,
                           without prejudice to paragraph 3.2.3, to waive their
                           rights arising as a result of non-payment under the
                           relevant NTL CC Notes or has agreed to any
                           forbearance in respect of such non-payment and such
                           waiver or, as the case may be, forbearance results in
                           the trustee of the relevant NTL CC Notes being
                           precluded from taking any enforcement, acceleration
                           or similar action in relation to the NTL CC Notes the
                           subject of the non-payment of interest; or

                  (b)      the relevant failure to pay has been remedied,

                  the Consent shall terminate at 5.30pm (New York time) on 14
                  May 2002,

         PROVIDED FURTHER THAT the Consent shall terminate with immediate effect
         if on the date falling 3 Business Days or 5 days (whichever is the
         later) after the payment by the purchaser of the purchase price payable
         in connection with the disposal of NTL Australia or (as the case may
         be) the disbursement of any relevant bridge financing in connection
         with the disposal of NTL Australia:

         (a)      where payment of the purchase price occurs before the
                  disbursement of any such bridge financing, NTL (Delaware) Inc.
                  (through NTL UK) has not made available to the UK Group by way
                  of Subordinated UK Group Debt an amount of at least
                  L90,000,000; and

         (b)      where the disbursement of any bridge financing in connection
                  with the disposal of NTL Australia occurs before the payment
                  of such purchase price, NTL (Delaware) Inc. (through NTL UK)
                  has not made available to the UK Group by way of Subordinated
                  UK Group Debt:

                  (i)      an amount equal to at least the lower of 9/16 of the
                           amount of such bridge financing and L90,000,000; and
<PAGE>
                  (ii)     to the extent that 9/16 of the amount of any such
                           bridge financing is less than L90,000,000, an amount
                           equal to at least 9/16 of the amount of any future
                           bridge financing in connection with the disposal of
                           NTL Australia and, if required, a proportion of the
                           purchase price of the disposal of NTL Australia,

                  until an aggregate amount equal to at least L90,000,000 has
                  been so made available to the UK Group.

         For the avoidance of doubt any amount in excess of the amounts
         specified in paragraph (a) or, as the case may be, paragraph (b) above
         (the "MINIMUM AMOUNT") need not be made available to the UK Group at
         the same time as such Minimum Amount nor within the timescale specified
         in connection therewith.

         The Consent shall not terminate pursuant to the immediately preceding
         proviso if making such amount available to NTL UK or the UK Group is
         prohibited by any injunction or similar legal restriction which is
         binding on NTL (Delaware) Inc., NTL UK or any other member of the Group
         and which NTL (Delaware) Inc., NTL UK or, as the case may be, such
         other member of the Group is obliged, as a matter of law, to comply
         with. It is hereby agreed that if an amount referred to in the
         immediately preceding proviso (or any additional amount which could
         give rise to the Additional Permitted Payment if paid by NTL UK to the
         UK Group) has been made available to NTL UK or the UK Group as
         aforesaid (together the "AUSTRALIAN AMOUNTS"), the Financial
         Indebtedness owed by NTL UK to NTL (Delaware) Inc. as a result of any
         such amount being made available to NTL UK or the UK Group:

         (i)      shall not be taken into account for the purposes of the
                  Repeating Representation at Clause 20.31.1 (Existing Group
                  Indebtedness); and

         (ii)     shall be a permitted exception to the restrictions set out at
                  sub-clauses 23.26.2 and 23.26.3 of Clause 23.26 (Financial
                  Indebtedness).

         It is further agreed that the provisions of Clause 23.22 (Mandatory
         Contribution) shall not apply to the Australian Amounts provided always
         that any amount made available to the UK Group shall be made available
         by way of Subordinated UK Group Debt.

         As at such time or any time after the Consent has terminated 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:

         (i)      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 Relevant Event of Default referred to at
                  paragraphs (a) to (d) of the definition thereof and the
                  subject of the Consent shall be continuing; and

         (ii)     if at such time a sufficient number of the NTL CC Noteholders
                  to whom unpaid interest under the NTL CC Notes is owed has,
                  without prejudice to paragraph 3.2.3, agreed to waive their
                  rights arising as a result of non-payment under the
<PAGE>
                  relevant NTL CC Notes or agreed to any forbearance in respect
                  of such non-payment and such waiver or, as the case may be,
                  forbearance results in the trustee of the relevant NTL CC
                  Notes, being precluded from taking any enforcement,
                  acceleration or similar action in relation to the NTL CC Notes
                  the subject of the non-payment of interest, no Relevant Event
                  of Default referred to at paragraph (e) of the definition
                  thereof and the subject of the Consent shall be continuing in
                  respect of such payment default PROVIDED THAT any such
                  Relevant Event of Default shall only be deemed to not be
                  continuing for so long as such waiver or, as the case may be,
                  forbearance continues.

4.       ACTION BY THE AGENT

         Notwithstanding the Consent, the Agent may take any action in respect
         of a Relevant Event of Default 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 and whilst such
         failure is continuing) 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 paragraphs 5.4, 5.5 or 5.8 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 2 April 2002). Each Forecast shall be in substantially the
         same form as the pro forma Forecast agreed by and delivered to the
         Agent prior to the date hereof and shall include details of cash
         balances for members of the 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
<PAGE>
         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 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,
<PAGE>
         requested documentation available under the terms of a confidentiality
         undertaking it has entered into with a third party;

5.8      on or before 5 April 2002, provide to the Agent (in sufficient copies
         for all the Banks (if the Agent so requests) and in form reasonably
         satisfactory to the Agent) a timeline setting out the steps proposed to
         be taken (and the date by which such steps are proposed to be taken) in
         connection with the Proposed Steps and/or the NTL CC Negotiations;

5.9      procure that no member of the UK Group makes any Permitted Payment
         other than:

         5.9.1    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) 8 March
                  2002 to (and including) the date of termination of the Consent
                  shall not exceed L5,000,000;

         5.9.2    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 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 the Group
                  (excluding NTL Australia, the UK Group, the NTL Diamond
                  Sub-Group, the NTL Triangle Sub-Group, the Cablecom Group and
                  any non-wholly owned subsidiaries of the Group) (the "RELEVANT
                  GROUP") 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 aggregate amount less than L25,000,000 (excluding an amount
                  of AUS$20,000,000 held in an escrow account in connection with
                  the disposal of NTL Australia) and for the purpose of this
                  paragraph 5.9.2 the Relevant Group shall be deemed to have
                  cash resources available to it (in addition to the cash
                  resources actually available to it) in an amount equal to the
                  amount of any cash paid (provided that any such cash payment
                  shall only be counted for so long as such cash has not been
                  spent by the recipient thereof) by any member of the Relevant
                  Group after the date of first posting of this Consent on the
                  relevant Intralinks site to any member of the NTL Diamond
                  Sub-Group or any member of the NTL Triangle Sub-Group or any
                  non-wholly owned subsidiary of the Group (which is not
                  otherwise a member of the Relevant Group) in circumstances
                  where the actual cash resources of the NTL Diamond Sub-Group,
                  the NTL Triangle Sub-Group or the relevant non-wholly owned
                  subsidiary (as the case may be) at the time of payment are
                  greater than, or to the extent that they become greater than,
                  $10,000,000, $10,000,000 and $1,000,000 respectively after
                  deducting any amounts to be paid by the NTL Diamond Sub-Group,
                  the NTL Triangle Sub-Group or non-wholly owned subsidiary (as
                  the case may be) in connection with which the relevant payment
                  is made;
<PAGE>
         5.9.3    a Permitted Payment falling within paragraph (d) or (f) of the
                  definition of Permitted Payment in the Credit Agreement; and

         5.9.4    a Permitted Payment falling within the definition of
                  Additional Permitted Payment;

5.10     to procure that, and NTL CC undertakes to procure that, no cash
         payments are made by any member of the Restricted Group (as defined in
         paragraph 5.9.2) to any member of the NTL Diamond Sub-Group, any member
         of the NTL Triangle Sub-Group or any non-wholly owned subsidiary of the
         Group (which is not otherwise a member of the Relevant Group) where the
         actual cash resources of the NTL Diamond Sub-Group, the NTL Triangle
         Sub-Group or the relevant non-wholly owned subsidiary (as the case may
         be) at the time of the proposed payment are greater than, or to the
         extent they would, if such proposed payment were to be made, become
         greater than $10,000,000, $10,000,000 and $1,000,000 respectively after
         deducting any amounts to be paid by the NTL Diamond Sub-Group, the NTL
         Triangle Sub-Group or non-wholly owned subsidiary (as the case may be)
         in connection with which the relevant payment is proposed to be made;

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

5.12     procure that as from the date hereof the settlement of all intercompany
         accounts between members of the UK Group and members of the NTL Diamond
         Sub-Group or the NTL Triangle Sub-Group takes place on a fortnightly
         basis PROVIDED THAT any overpayment or under payment arising as a
         result of the fortnightly settlement of all such intercompany accounts
         may be returned to the overpaying party or paid by the underpaying
         party and any intercompany balance representing any such overpayment or
         under payment arising as a result of such settlement and any payment in
         connection with such overpayment or underpayment shall not constitute a
         breach of any restriction contained in the Credit Agreement; and

5.13     procure that the restrictions set out in the schedule hereto in respect
         of Permitted Acquisitions, Permitted Disposals, Permitted Encumbrances
         and Permitted Indebtedness are complied with.

6.       MISCELLANEOUS

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

6.2      The Consent shall be without prejudice to any other rights or remedies
         (save as specifically agreed otherwise in this letter) which the Agent,
         any Bank or any other person may now or at any time in the future have
         or which may now or at any time in the future be available to them
         under the terms of the Finance Documents or as a matter of law and
         nothing contained herein shall (save as specifically consented to or
         agreed in this letter) constitute or be deemed to constitute a waiver,
         release or discharge of any or all of the rights and remedies which the
         Agent, any Bank or any other person may have under
<PAGE>
         the Finance Documents or as a matter of law PROVIDED THAT this Consent
         shall replace, for all purposes, the consent dated 8 March 2002 granted
         in relation to the Credit Agreement save that the acknowledgements at
         paragraph 4.2 of that consent shall remain.

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

6.4      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.

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

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

6.7      It is agreed that the definition of "PERMITTED PAYMENT" contained in
         Clause 1.1. (Definitions) of the Credit Agreement shall be amended by
         the inclusion, after the end of the proviso, of a new paragraph (l) as
         follows: "(l) an Additional Permitted Payment" (as defined in this
         Consent, which definition shall be incorporated mutatis mutandis, into
         the Credit Agreement), which, for the avoidance of doubt, shall be
         payable irrespective of whether there is an Event of Default or one
         which would result from the making of the payment.

Please indicate your acceptance of the terms hereof by signing the enclosed copy
of this letter and returning it to Stephen Gillies at J.P. Morgan Europe Limited
at or before 5.00 pm (London time) on 5th April 2002, the time at which the
agreement of the Agent and the Banks set forth above (if not so accepted prior
thereto) will expire.

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:

                                      -11-
<PAGE>
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:

                                      -12-

<PAGE>
                                    SCHEDULE

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


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

2.       No member of the UK Group shall make any disposal falling within
         paragraph (b) of the definition of "PERMITTED DISPOSAL" (it being
         acknowledged that paragraphs (k), (l) and (m) of such definition are
         historic).

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

4.       No member of the UK Group shall incur any Financial Indebtedness
         falling within paragraph (d) which it is not obliged to incur at the
         date of first posting of this Consent on the relevant Intralinks site
         or paragraph (k) of the definition of "PERMITTED INDEBTEDNESS".



                                      -13-