Exhibit 10.2

                 TELEWEST COMMUNICATIONS NETWORKS LIMITED

                         SECURED CREDIT FACILITIES
                 SUMMARY OF PRINCIPAL TERMS AND CONDITIONS

The  following  summary  contains  basic  summary   information  about  the
Facilities.  This summary may not contain all of the  information  or terms
that are  contained in the Senior  Facilities  Agreement or the Second Lien
Facility Agreement.

CLOSING DATE:            The date of first  utilisation  under  the  Senior
                         Facilities  Agreement  not  to be  later  than  31
                         January 2005.

BORROWER:                Telewest Communications Networks Limited ("TCN" or
                         the  "BORROWER") and such other borrower as may be
                         provided for as contemplated by the Fees Letter.

PARENT:                  Telewest UK Limited ("TELEWEST UK").

ULTIMATE PARENT:         Telewest Global, Inc. ("TELEWEST GLOBAL").

GROUP:                   Ultimate  Parent  and  all  of  its  subsidiaries,
                         including   each  member  of  the  Target   Group,
                         following a Merger Event.

TCN GROUP:               TCN and its direct and indirect  subsidiaries  and
                         its  associated  partnerships  (but,  following  a
                         Separation,  excluding all or part of the Flextech
                         Group  the  subject  of  such   Separation)   and,
                         following an Integrated  Merger  Event,  including
                         the Target Group.

                         Once  all  or  part  of  the  Flextech   Group  is
                         excluded,     the    excluded    business    shall
                         automatically  be released  from the guarantee and
                         security  package  and any sale of any part of the
                         Flextech   Group  shall  be   excluded   from  the
                         mandatory repayment provision.

GUARANTORS:              Telewest  UK and  sufficient  members  of the  TCN
                         Group  as will be  necessary  to  ensure  that the
                         Borrower and the Guarantors  constitute 95% of the
                         Consolidated  Annualised  TCN Group Net  Operating
                         Cash Flow.

OBLIGORS:                The Borrower and the Guarantors (the "OBLIGORS").

INSTRUCTING GROUP:       In  relation  to  each  of the  Senior  Facilities
                         Agreement and the Second Lien  Facility  Agreement
                         any Lender or a group of Lenders to whom more than
                         66 2/3% of the aggregate amount  outstanding under
                         the Senior  Facilities or the Second Lien Facility
                         (as the case may be) are owed.

MANDATED LEAD            Barclays  Capital,  BNP Paribas,  Citigroup Global
ARRANGERS:               Markets  Limited,   Credit  Suisse  First  Boston,
                         Deutsche Bank AG London and Royal Bank of Scotland
                         (the "MANDATED LEAD ARRANGERS" or "MLAs").

BOOKRUNNERS:             Barclays  Capital,  BNP Paribas,  Citigroup Global
                         Markets  Limited,   Credit  Suisse  First  Boston,
                         Deutsche Bank AG London and Royal Bank of Scotland
                         (the "BOOKRUNNERS").

FACILITY AGENT FOR       [To  Come]  (the  "SENIOR   AGENT").
THE  SENIOR LENDERS:

FACILITY AGENT FOR       [To Come] (the  "SECOND  LIEN AGENT" and  together
THE SECOND LIEN          with the Senior Agent, the "AGENTS").
LENDERS:

SECURITY TRUSTEE:        [To Come] (the "SECURITY TRUSTEE").

LENDERS:                 A group of additional  lenders to be determined by
                         the MLAs with the consent of the Borrower.

SENIOR FACILITIES:       The Senior Facilities will consist of a:

                         (i)  7-year  amortizing  term loan  facility  of a
                              maximum amount of  pound 700,000,000  (the "A
                              FACILITY" or "TRANCHE A");

                         (ii) 8-year  repayment  multi-currency  term  loan
                              facility    in   a    maximum    amount    of
                              pound  425,000,000   (the  "B   FACILITY"  or
                              "TRANCHE B");

                         (iii)9-year  repayment  multi-currency  term  loan
                              facility    in   a    maximum    amount    of
                              pound  325,000,000   (the  "C   FACILITY"  or
                              "TRANCHE C" and, together with the A Facility
                              and  the  B  Facility,   the   "SENIOR   TERM
                              FACILITIES");  and

                         (iv) 7-year  revolving  loan facility in a maximum
                              amount  of   pound 100,000,000  (which  shall
                              include  an  overdraft   facility)  (save  as
                              availability  thereunder is reduced from time
                              to time by an amount  equal to the  aggregate
                              principal  amount  of (1) any  securitisation
                              programme which is a permitted disposal under
                              the Facilities Agreements, and (2) any amount
                              which would  otherwise be required to be held
                              in a blocked  account  under the terms of the
                              Facilities    Agreements    (the   "REVOLVING
                              FACILITY" and,  together with the Senior Term
                              Facilities, the "SENIOR FACILITIES").

SECOND LIEN FACILITY:         A 9 1/2 year bullet repayment  multi-currency
                              second  lien term loan  facility in a maximum
                              amount  of  pound  250,000,000  (the  "SECOND
                              LIEN FACILITY" and,  together with the Senior
                              Term Facilities, the "TERM FACILITIES").

                              The  Term   Facilities   together   with  the
                              Revolving  Facility  are  referred  to as the
                              "FACILITIES".

                              The Second Lien  Facility  will be documented
                              in a separate agreement on identical terms to
                              the Senior  Facilities,  save where otherwise
                              required by virtue of its second lien status.

AMOUNTS AND                   A FACILITY: Available in Sterling in a single
AVAILABLITY:                  drawing, with an amortization schedule as set
                              forth below:

                              Repayment Date            Amount Repayable
                              --------------            ----------------
                              30 June 2005              pound     5,000,000
                              31 December 2005          pound    15,000,000
                              30 June 2006              pound    25,000,000
                              31 December 2006          pound    30,000,000
                              30 June 2007              pound    40,000,000
                              31 December 2007          pound    50,000,000
                              30 June 2008              pound    65,000,000
                              31 December 2008          pound    70,000,000
                              30 June 2009              pound    80,000,000
                              31 December 2009          pound    80,000,000
                              30 June 2010              pound    80,000,000
                              31 December 2010          pound    80,000,000
                              30 June 2011              pound    80,000,000

                              B FACILITY:  Available in Euro, U.S.  Dollars
                              and/or Sterling in a single drawing.  Amounts
                              outstanding  under the B Facility  are due in
                              two  equal  installments  payable 7 1/2 and 8
                              years after the date of the Senior Facilities
                              Agreement.

                              C FACILITY:  Available in Euro, U.S.  Dollars
                              and/or Sterling in a single drawing.  Amounts
                              outstanding  under the C Facility  are due in
                              two  equal  installments  payable 8 1/2 and 9
                              years after the date of the Senior Facilities
                              Agreement.

                              REVOLVING  FACILITY.  The Revolving  Facility
                              will be  available  for drawing in  Sterling,
                              subject  to the  utilisation  in  full of the
                              Term  Facilities and will be available by way
                              of    drawings   or    documentary    credits
                              ("DOCUMENTARY    CREDITS").   The   Revolving
                              Facility will be available  until the day one
                              month  prior to the  final  maturity  date in
                              respect of the Revolving Facility, subject to
                              a  cleandown  provision  to  ensure  that the
                              outstanding   amounts   under  the  Revolving
                              Facility  are reduced to zero for a period of
                              at least five  consecutive  business  days in
                              each  annual  period.   After  an  Integrated
                              Merger Event,  drawings and repayments  under
                              the  Revolving  Facility  shall  be  made  in
                              accordance with the Pari Passu  Intercreditor
                              Agreement.  The Borrower  also has the option
                              to cancel all or any portion of the Revolving
                              Facility at any time.

                              SECOND LIEN FACILITY: Available in Euro, U.S.
                              Dollars and/or  Sterling in a single drawing.
                              Amounts  outstanding  under the  Second  Lien
                              Facility are due in one installment payable 9
                              1/2 years  after the date of the Second  Lien
                              Facility Agreement.

ANCILLARY FACILITIES:         The   Borrower   may,   subject   to  certain
                              conditions,   request  one  or  more  of  the
                              following   specialised    facilities:    (i)
                              overdraft,  automated payment, cheque drawing
                              or  other  current  account  facility,   (ii)
                              forward  foreign  exchange  facility,   (iii)
                              derivatives  facility,  (iv) guarantee,  bond
                              issuance,  documentary or stand-by  letter of
                              credit   facility,   (v)   performance   bond
                              facility  and/or  (vi) any other  facility as
                              agreed  upon in writing  (each an  "ANCILLARY
                              FACILITY").

                              Each  Ancillary   Facility  will  reduce  the
                              commitments under the Revolving Facility by a
                              corresponding  amount. The maximum amounts of
                              Revolving  Facility  which may be used by way
                              of Ancillary Facility is (pound)60,000,000.

PURPOSE:                      The Term Facilities  shall be applied towards
                              the  repayment of amounts  outstanding  under
                              and in  connection  with  the  existing  Loan
                              Agreement dated 16 March 2001, as amended and
                              restated  pursuant  to  a  supplemental  deed
                              dated 14 July  2004 and as  further  amended,
                              supplemented  or  modified  from time to time
                              (the  "EXISTING   SENIOR  CREDIT   FACILITIES
                              AGREEMENT"),  accrued  interest,  break costs
                              and any other  fees and  expenses  associated
                              with this transaction. To the extent the Term
                              Facilities  are  insufficient  to  meet  such
                              payments in full, a portion of the  Revolving
                              Facility   shall  be  applied   towards  such
                              purposes and the  remainder of the  Revolving
                              Facility  shall be  applied  towards  working
                              capital and general corporate purposes of the
                              TCN Group.

CONDITIONS                    First   utilisation   of  the  Facilities  is
PRECEDENT TO FIRST            conditional upon the receipt of, inter alia:
UTILISATION:

                              (i)    customary corporate  documentation and
                                     resolutions;

                              (ii)   necessary      authorizations      and
                                     clearances;

                              (iii)  annual audited financial statements of
                                     the TCN Group for financial year ended
                                     31   December   2003   and   quarterly
                                     unaudited financial  statements of the
                                     TCN Group for each  financial  quarter
                                     ended  after such date and at least 45
                                     days prior to the Closing Date;

                              (iv)   payment of all fees to the extent then
                                     due under the terms of the Fees Letter
                                     or the Agency  Fee Letter (as  defined
                                     below);

                              (v)    duly  executed  copies of the  finance
                                     documentation  including a  facilities
                                     agreement for the Senior Facilities (a
                                     "SENIOR  FACILITIES   AGREEMENT"),   a
                                     facility agreement for the Second Lien
                                     Facility  (a  "SECOND  LIEN   FACILITY
                                     AGREEMENT"   and  together   with  the
                                     Senior   Facilities   Agreement,   the
                                     "FACILITIES  AGREEMENTS"),  an  agency
                                     fee letter (the "AGENCY FEE  LETTER"),
                                     intercreditor  agreements and security
                                     documentation     (collectively    the
                                     "FINANCING DOCUMENTATION");

                              (vi)   copy  of the  group  structure  chart;

                              (vii)  legal opinions;

                              (viii) in the case of the Senior  Facilities,
                                     the Senior Agent being  satisfied that
                                     pound 250,000,000  (or  such amount in
                                     such  currencies  as may be  available
                                     under   the   Second   Lien   Facility
                                     following  exercise of the market flex
                                     provision),  will be drawn  under  the
                                     Second   Lien   Facility   before   or
                                     simultaneously with such utilisation;

                              (ix)   in  the  case  of  the   Second   Lien
                                     Facility,  the Second Lien Agent being
                                     satisfied   that   pound 1,450,000,000
                                     (or such amount in such  currencies as
                                     may be available under the Senior Term
                                     Facilities  following  exercise of the
                                     market flex provision or as originally
                                     denominated in other  currencies) will
                                     be  drawn   under  the   Senior   Term
                                     Facilities  before  or  simultaneously
                                     with such utilisation; and

                              (x)    satisfactory    evidence    that   the
                                     Existing   Senior  Credit   Facilities
                                     Agreement  will be  repaid in full and
                                     all   security   granted   in  respect
                                     thereof  has been or will be  released
                                     upon   first    drawdown   under   the
                                     Facilities.

                              together   with  such  other   documents   or
                              evidence as the Agents may reasonably request
                              or require.

SECURITY:                     The  Senior  Facilities  will be  secured  by
                              first  priority   perfected  liens  over  the
                              shares and substantially all of the assets of
                              the  Borrower  and  each  of  the  Guarantors
                              (collectively,  the  "COLLATERAL"),  and  the
                              Second  Lien  Facility  will  be  secured  by
                              second  priority  perfected  liens  over  the
                              Collateral;  provided  in each case that,  in
                              the case of Telewest UK, the Collateral shall
                              be  limited  to a pledge of the shares of the
                              Borrower and of any receivables  from time to
                              time  payable to Telewest UK by any member of
                              the   TCN   Group.

INTEREST RATES:               TERM  FACILITIES:  Advances  under  the  Term
                              Facilities  will be the sum of  EURIBOR  (for
                              any  Euro-denominated  advance) or LIBOR (for
                              any advance  denominated in another currency)
                              for  the  relevant   interest   period,   the
                              applicable cost of complying with any reserve
                              requirements   and  the   applicable   margin
                              (either  the  "A  FACILITY  MARGIN",  the  "B
                              FACILITY MARGIN",  the "C FACILITY MARGIN" or
                              the "SECOND LIEN FACILITY MARGIN").

                              The A  Facility  Margin,  subject  to  Margin
                              Ratchet below, will be 2.25% per annum.

                              The B  Facility  Margin,  subject  to  Margin
                              Ratchet below, will be 2.75% per annum.

                              The C  Facility  Margin  will  be  3.25%  per
                              annum.

                              The  Second  Lien  Facility  Margin  will  be
                              determined based on market  conditions as set
                              forth in the Fees Letter.

                              REVOLVING CREDIT FACILITY: Advances under the
                              Revolving  Facility  will be the sum of LIBOR
                              for the relevant period,  the applicable cost
                              of  complying  with any reserve  requirements
                              and the applicable  margin which,  subject to
                              Margin Ratchet below, will be 2.25% per annum
                              (the "REVOLVING FACILITY MARGIN").

                              The default  interest  shall be an additional
                              1.00% to the applicable margin.

MARGIN RATCHET:               The Applicable  Margin for the A Facility and
                              the Revolving Facility shall,  beginning with
                              the first  quarter date  occurring at least 6
                              months from the Closing Date, each be subject
                              to a margin  ratchet  based upon the ratio of
                              Consolidated  Net Borrowings to  Consolidated
                              Annualised  TCN Group Net Operating Cash Flow
                              in accordance with the following table:

                              Ratio                      Applicable  Margin
                              -----                      ------------------
                              Greater than or equal to          2.25%
                              3.75:1
                              Less than 3.75:1 but greater      2.00%
                              than or equal to 3.5:1
                              Less than 3.5:1 but greater       1.85%
                              than or equal to 3.25:1
                              Less than 3.25:1 but greater      1.65%
                              than or equal to 3:1
                              Less than 3:1                     1.50%

                              The  Applicable  Margin  for  the B  Facility
                              shall be  subject  to a margin  ratchet  such
                              that,  from and after the first  quarter date
                              occurring at least 6 months after the Closing
                              Date on which the ratio of  Consolidated  Net
                              Borrowings  to  Consolidated  Annualised  TCN
                              Group Net Operating Cash Flow is less than or
                              equal to 3.0 to 1.0,  the B  Facility  Margin
                              shall be reduced by 25 basis points.

                              Upon an Event of Default which is continuing,
                              the   applicable   margin  for  each  of  the
                              Revolving Facility,  the A Facility and the B
                              Facility  will  revert  back  to the  initial
                              margin  with  respect  to each such  Facility
                              until such time that the Event of Default has
                              been remedied or waived.

INTEREST PAYMENTS:            TERM FACILITIES: Interest payments to be made
                              at the end of each Interest  Period (being 1,
                              2,  3,  6 or,  if  available  to  all  of the
                              Lenders,  9 or 12 months in duration,  at the
                              election of the Borrower, or a longer period,
                              as agreed by the  Lenders  (and,  if the Term
                              exceeds  6  months,  on the  expiry  of  each
                              period of 6 months  during such  Term)).  The
                              default  interest  period  in  the  event  no
                              election is made by the  Borrower,  will be 3
                              months.

                              REVOLVING  FACILITY:  Interest payments to be
                              made at the end of each Term  (being 1, 2, 3,
                              6 or, if available  to all of the Lenders,  9
                              or 12 months in duration,  at the election of
                              the Borrower,  or a longer period,  as agreed
                              by the Lenders  (and,  if the Term  exceeds 6
                              months,  on the  expiry  of each  period of 6
                              months during such Term)).

DOCUMENTARY CREDIT            A letter of credit fee equal to the Revolving
FEES:                         Facility   Margin  will  be  applied  on  the
                              outstanding amount of letters of credit. Such
                              fee will be paid in  arrears  on the last day
                              of each  successive  period  of three  months
                              during the term of the  relevant  Documentary
                              Credit.

UNDERWRITING FEES:            As set out in the separate Fees Letter.

COMMITMENT FEES:              As set out in the separate Fees Letter.

AGENCY FEE:                   As set out in the separate Agency Fee Letter.

VOLUNTARY                     Upon  3  business   days  prior   notice  for
PREPAYMENTS AND               cancellations   and  5  business  days  prior
COMMITMENT                    notice for prepayments, the Senior Facilities
REDUCTIONS:                   may be  prepaid  in  whole  or in part (if in
                              part, in a minimum amount of  pound 5,000,000
                              or integral  multiples  of   pound 1,000,000)
                              without  premium  or  penalty  subject to the
                              payment of any break costs.

                              Any  prepayment  of the Second Lien  Facility
                              prior to the date that is 12 months after the
                              Closing Date (the "NON-CALL  PERIOD") will be
                              at par plus the Applicable Make-Whole Premium
                              (to be defined in accordance  with  customary
                              market  terms),  together  with  accrued  and
                              unpaid  interest,  if any,  as at the date of
                              prepayment.  From  and  after  the end of the
                              Non-Call  Period  upon 5 business  days prior
                              notice,  the  Second  Lien  Facility  may  be
                              prepaid in whole or in part (if in part, in a
                              minimum amount of pound 5,000,000 or integral
                              multiples of pound 1,000,000), subject to the
                              payment of the Second Lien Prepayment Premium
                              referred to below (if  applicable) and to the
                              payment  of any  break  costs  but  otherwise
                              without premium or penalty.

SECOND LIEN                   Any prepayment occurring after the end of the
PREPAYMENT                    Non-Call Period,  in whole or in part, of the
PREMIUM:                      Second Lien Facility  shall be accompanied by
                              a prepayment fee (the "SECOND LIEN PREPAYMENT
                              PREMIUM")  which  shall be equal to (i) 2.00%
                              of the  principal  amount of the Second  Lien
                              Facility being prepaid, if such prepayment is
                              made  at  any  time  after  the  end  of  the
                              Non-Call  Period  but  prior  to  the  second
                              anniversary  of the Closing Date,  (ii) 1.00%
                              of the  principal  amount of the Second  Lien
                              Facility being prepaid, if such prepayment is
                              made  at any  time  on or  after  the  second
                              anniversary  of the Closing Date but prior to
                              the third  anniversary  of the Closing  Date,
                              and (iii)  0.00% of the  principal  amount of
                              the Second Lien Facility  being  prepaid,  if
                              such  prepayment  is made  at any  time on or
                              after the third  anniversary  of the  Closing
                              Date.

MANDATORY                     Substantially as set out in Part 1 of Annex A
PREPAYMENTS AND               hereto.
COMMITMENT
REDUCTIONS:

APPLICATION OF                Substantially as set out in Part 1 of Annex A
VOLUNTARY OR                  hereto.
MANDATORY PREPAYMENTS:

REPRESENTATIONS AND           Customary and  appropriate  for financings of
WARRANTIES:                   this  type  (to  include  repetition,   where
                              appropriate, on each utilisation date and the
                              first day of each interest  period),  subject
                              in  each  case  to  agreed   exceptions   and
                              disclosures and where  appropriate  qualified
                              by reference to  materiality  or a concept of
                              material adverse effect, including:

                              (i)     due  organisation  and  authority  to
                                      enter     into     the      Financing
                                      Documentation;

                              (ii)    no deduction or tax  withholding  for
                                      any  payment  to be  made  under  the
                                      Financing Documentation;

                              (iii)   claims  are  at least pari passu with
                                      senior unsecured obligations;

                              (iv)    no immunity;

                              (v)     recognition   of  governing  law  and
                                      judgments;

                              (vi)    no filing or stamp taxes due;

                              (vii)   all    obligations    under   Finance
                                      Documentation       are       binding
                                      obligations;

                              (viii)  no insolvency  proceedings (including
                                      in   relation   to  (a)  winding  up,
                                      suspension  of payments,  moratorium,
                                      dissolution,     adminstration     or
                                      reorganisation;  (b)  appointment  of
                                      liquidator,  receiver,  adminstrative
                                      receiver,  adminstrator,   compulsory
                                      manager  or  similar   officer;   (c)
                                      composition  or  compromise  of other
                                      arrangement or (d) enforcement of any
                                      of  the  Security  or  any  analogous
                                      step);

                              (ix)    no event of default has occurred;

                              (x)     no material  proceedings exist or are
                                      threatened in writing;

                              (xi)    original  financial   statements  are
                                      prepared in accordance  with UK or US
                                      GAAP, as applicable;

                              (xii)   no material  adverse  change since 31
                                      December 2003;

                              (xiii)  no  material  liabilities  which have
                                      not been disclosed;

                              (xiv)   accuracy of  information  memorandum,
                                      no omission of material  information,
                                      no materially misleading  information
                                      and    reasonable     opinions    and
                                      assumptions  made in  preparation  of
                                      information  memorandum,  budget  and
                                      business plan;

                              (xv)    no indebtedness and encumbrances save
                                      as  permitted   under  the  Financing
                                      Documentation;

                              (xvi)   execution of Financing  Documentation
                                      does  not  conflict  with  any  other
                                      agreement,  constitutional  documents
                                      or applicable law;

                              (xvii)  material    accuracy   of   corporate
                                      structure;

                              (xviii) compliance with material environmental
                                      laws;

                              (xix)   all  necessary   authorisations  have
                                      been obtained;

                              (xx)    ownership  of  material  intellectual
                                      property and no infringement of third
                                      party intellectual property rights;

                              (xxi)   ownership of assets;

                              (xxii)  payment of taxes and tax residence of
                                      Obligors;

                              (xxiii) compliance with pension plan laws;

                              (xxiv)  ownership of assets which are subject
                                      to the security;

                              (xxv)   shares  subject to security are fully
                                      paid and  transfer  of such shares on
                                      enforcement    not    restricted   by
                                      constitutional  documents of relevant
                                      issuing company;

                              (xxvi)  no     execution,      expropriation,
                                      attachment,   distress  or  analogous
                                      process;

                              (xxvii) inapplicability of Investment  Company
                                      Act and the  Public  Utility  Holding
                                      Company Act;

                              (xxviii)U.S. Patriot Act

                              (xxix)  compliance with applicable laws;

                              (xxx)   no   "disqualified   persons"   under
                                      Broadcasting Act 1990;

                              (xxxi)  adequate insurance;

                              (xxxii) certification   of   centre  of  main
                                      interests; and

                              (xxxiii)no    material    claims    made   or
                                      threatened    in   writing    against
                                      Telewest UK pursuant to the  Transfer
                                      Agreement.

FINANCIAL                     TCN will  provide in  relation to each of (a)
STATEMENTS:                   the TCN Group and (b) the Group:

                              (i)    no later  than 120 days  after the end
                                     of each of TCN's financial  years, the
                                     consolidated  financial statements for
                                     such  financial year in respect of the
                                     TCN   Group   and   of   the    Group,
                                     accompanied  by  an  auditor's  report
                                     thereon;

                              (ii)   no later than 45 days after the end of
                                     each   of  Q1,   Q2  and  Q3  of  each
                                     financial    year,    the    unaudited
                                     consolidated    quarterly    financial
                                     statements of the TCN Group and of the
                                     Group,  other  than in  respect of the
                                     financial   quarter   during  which  a
                                     Merger Event or an  Integrated  Merger
                                     Event occurs,  in which case, no later
                                     than  90  days  after  the end of such
                                     financial quarter; and

                              (iii)  no later than 45 days after the end of
                                     Q4  in  each   financial   year,   the
                                     unaudited   consolidated    management
                                     accounts  of the TCN  Group and of the
                                     Group  in  respect  of such  financial
                                     quarter.

                              In relation to the financial  information  of
                              the  Group  only,   the  above   requirements
                              (including  in relation  to the Q4  financial
                              statements  in (iii)  above) may be satisfied
                              by the  provision,  within the specified time
                              periods,  of copies of reports  for the Group
                              already   filed  with  the   Securities   and
                              Exchange  Commission ("SEC") for the relevant
                              period  (it being  acknowledged  that the SEC
                              does not  currently  require the filing of Q4
                              statements).

BUDGET:                       The Borrower will  provide,  no later than 31
                              January each year,  the annual budget for the
                              TCN  Group  for  such   financial   year  and
                              projections   for   the   current   financial
                              quarter.

CHANGE IN                     Each   set  of   financial   information   as
ACCOUNTING POLICIES:          described  in  the   "Financial   Statements"
                              section   above,   will  be  prepared   using
                              accounting policies, practices and procedures
                              consistent   with   that   applied   in   the
                              preparation   of  the  audited   consolidated
                              financial statements of the TCN Group for the
                              period ended  December 31, 2003,  except that
                              the  financial  statements  will be  prepared
                              under U.S.  GAAP  rather than U.K.  GAAP.  If
                              changes  (other than the change to U.S. GAAP)
                              are  made  to  the  TCN  Group's   accounting
                              policies,  practices and  procedures  and the
                              TCN  Group  elects  to  stop   preparing  its
                              financial  statements  on the  same  basis as
                              those   financial   statements,    sufficient
                              information must be provided by TCN to enable
                              the Lenders to make an accurate comparison of
                              the financial positions between the financial
                              information prepared on the changed basis and
                              each set of financial  information  delivered
                              to the Lenders afterwards.

                              Pursuant  to the above,  should TCN no longer
                              find it practicable to test  compliance  with
                              the  financial  covenants  based  on the  new
                              accounting treatment, then the Agents and TCN
                              will enter into  negotiations  with a view to
                              agreeing   to  new   covenants,   which  upon
                              approval  by an  Instructing  Group,  will be
                              binding on the Lenders.

COMPLIANCE                    Compliance   Certificates  delivered  by  two
CERTIFICATES:                 authorised  signatories (one of whom shall be
                              the finance director) of TCN:

                              (a)  to be delivered  every quarter  together
                                   with the  annual  or  quarterly  (as the
                                   case  may  be)   financial   information
                                   relating  to the TCN  Group,  certifying
                                   inter   alia,    compliance   with   the
                                   financial covenants; and

                              (b)  following an  Integrated  Merger  Event,
                                   certifying  satisfaction  of the  Merger
                                   Event  Conditions  and  certain  of  the
                                   Merger Event  Integration Tests (each as
                                   defined below).

AFFIRMATIVE                   The following  affirmative covenants apply to
COVENANTS:                    the TCN Group, subject in each case to agreed
                              agreed  exceptions   and   where  appropriate
                              qualified  by  reference  to materiality or a
                              concept of material adverse effect:

                              (i)    application  of advances  for purposes
                                     specified;

                              (ii)   execution of  Financing  Documentation
                                     will    not    constitute    financial
                                     assistance or fraudulent conveyance;

                              (iii)  maintenance        of        necessary
                                     authorisations;

                              (iv)   compliance with applicable laws;

                              (v)    maintenance  of  necessary  and  usual
                                     insurance;

                              (vi)   maintenance of applicable licences;

                              (vii)  protecting       and       maintaining
                                     intellectual property rights;

                              (viii) ensuring all claims rank at least pari
                                     passu   with   claims   of   unsecured
                                     unsubordinated creditors;

                              (ix)   payment of taxes;

                              (x)    ensure  maintenance  and  operation of
                                     pension plans;

                              (xi)   compliance   with  all   environmental
                                     laws;

                              (xii)  provide  access  to  records  upon the
                                     occurrence of an event of default;

                              (xiii) maintenance of the security test;

                              (xiv)  provide  group  structure  chart  upon
                                     material change or inaccuracy;

                              (xv)   contributions  to the TCN  Group to be
                                     by   way  of   subordinated   funding,
                                     capital contribution on subscription;

                              (xvi)  prompt  response to "know your client"
                                     checks;

                              (xvii) requirement that PWC, D&T, KPMG or E&Y
                                     are TCN Group's auditors;

                              (xviii)assistance    with   the   syndication
                                     process;

                              (xix)  notification  of an Integrated  Merger
                                     Event;

                              (xx)   file applicable tax returns;

                              (xxi)  preservation of assets;

                              (xxii) hedging;

                              (xxiii)maintenance of bank accounts;

                              (xxiv) further assurances;

                              (xxv)  meetings with senior management;

                              (xxvi) compliance with ERISA;and

                              (xxvii)notification  of any  material  claims
                                     made  against  Telewest UK pursuant to
                                     the Transfer Agreement.

NEGATIVE COVENANTS:           Substantially as set out in Part 3 of Annex A
                              hereto.

FINANCIAL                     Substantially as set out in Part 2 of Annex A
COVENANTS:                    hereto.

SECOND LIEN                   The    relationship    between   the   Senior
INTERCREDITOR                 Facilities and  the Second Lien Facility will
AGREEMENT:                    be governed by an intercreditor agreement  on
                              customary   market  terms  with  respect  to,
                              amongst other things:

                              (a)  sharing  of  security  and   enforcement
                                   proceeds;

                              (b)  voluntary prepayments;

                              (c)  mandatory  prepayment  from net proceeds
                                   of   asset   disposals   and   insurance
                                   recoveries,  equity  proceeds  and  debt
                                   proceeds;

                              (d)  enforcement standstills;

                              (e)  payment blockages;

                              (f)  turnover;

                              (g)  advance consents or waivers with respect
                                   to Collateral;

                              (h)  agreements  not to  challenge  priority;
                                   and

                              (i)  amendments to their respective  facility
                                   agreements.

PARI PASSU                    Following an  Integrated  Merger  Event,  the
INTERCREDITOR                 Lenders   under   each   of    the Facilities
AGREEMENT:                    Agreements  agree to enter into a  Pari Passu
                              Intercreditor  Agreement  (in  a  form  to be
                              agreed) with the lenders in respect of Target
                              Group Financial Indebtedness and Target Group
                              Refinancing  Indebtedness  which will  govern
                              the  relationship  between the  parties  with
                              respect to:

                              (a)  availability,  drawings  and  repayments
                                   under the  respective  revolving  credit
                                   facilities;

                              (b)  voluntary cancellations of commitments;

                              (c)  voluntary prepayments;

                              (d)  mandatory  prepayments  of net  proceeds
                                   from  asset   disposals   and  insurance
                                   recoveries,  equity  proceeds  and  debt
                                   proceeds;

                              (e)  sharing  of  security  and   enforcement
                                   proceeds; and

                              (f)  amendments  to their  respective  credit
                                   agreements.

EVENTS OF DEFAULT:            Substantially as set out in Part 4 of Annex A
                              hereto.

SEPARATION:                   TCN may, on prior  written  notice,  elect to
                              separate  all or  any  part  of the  Flextech
                              Group from the TCN Group.  Upon a Separation,
                              transactions between separated members of the
                              Flextech  Group and other  members of the TCN
                              Group which  occurred on or after the Closing
                              Date  but  prior to the  relevant  Separation
                              which have been  permissible  only because of
                              such separated member of the Flextech Group's
                              status as a member of the TCN Group  shall be
                              unwound or remedied,  with  exceptions  to be
                              agreed relating to intra-group services.

INDEMNIFICATION:              Each      Guarantor      irrevocably      and
                              unconditionally     agrees,    jointly    and
                              severally,  to  indemnify  and hold  harmless
                              each finance  party against any loss incurred
                              by such party as a result of the  obligations
                              of the Borrower being void or unenforceable.

                              The Borrower  indemnifies each of the finance
                              parties   against  (a)  costs  and  liability
                              associated with default and (b) loss incurred
                              by the  Lenders  as a result  of  funding  or
                              arranging  to fund an advance to the Borrower
                              requested but not made because of one or more
                              provisions of the Senior Facilities Agreement
                              or the Second Lien Facility Agreement (as the
                              case  may  be).

                              In  addition,  the  Borrower  agrees  to  pay
                              applicable break costs within 3 business days
                              of demand as well as  agreeing  to  indemnify
                              the Lenders against  currency risk associated
                              with judgments against Obligors.

ASSIGNMENTS/                  The  Lenders  may  assign or  transfer  their
PARTICIPATIONS:               rights  provided that any such assignment  or
                              transfer  does not result in a  participation
                              of more  than  zero  but less  than  (pound)5
                              million  (or its  equivalent  in $ or (euro))
                              save that an  assignment  or transfer  may be
                              made to or by a trust, fund or other non-bank
                              entity    which     participates    in    the
                              institutional  market  which would  result in
                              such    entity     holding    an    aggregate
                              participation  of at least  (pound)1  million
                              (or $1 million or (euro)1 million),  provided
                              further that:

                              (i)  prior  consultation of TCN is sought for
                                   any transfer prior to the achievement of
                                   a Successful Syndication;

                              (ii) prior  consent of TCN is received  after
                                   the    achievement   of   a   Successful
                                   Syndication (other than in respect of an
                                   assignment  by a lender to its affiliate
                                   which  is  a  qualifying  lender),  such
                                   consent not to be unreasonably  withheld
                                   and to be deemed  to have been  given if
                                   not   declined  in  writing   within  10
                                   Business  Days of a written  request  by
                                   any Lender to TCN; and

                              (iii)if  the  transferee  is  a  non-UK  bank
                                   lender,   it  must   provide   TCN  with
                                   evidence of the same.

                              With respect to matters  requiring  unanimous
                              consent,  where Lenders  representing no less
                              than 85% of the outstanding amount consent to
                              such   matter,   TCN  may  request  that  any
                              dissenting  Lender  assigns or transfers  its
                              rights under the Senior Facilities  Agreement
                              (other than any rights and obligations it may
                              have in its capacity as a Hedge Counterparty)
                              or the Second Lien Facility Agreement (as the
                              case  may  be)  at  par  to  an  assignee  or
                              transferee as specified by TCN, provided that
                              in relation to any request of TCN in relation
                              to a Lender  under the Second Lien  Facility,
                              TCN shall,  upon such assignment or transfer,
                              pay to that  Lender  an  amount  equal to any
                              Applicable  Make Whole  Premium or any Second
                              Lien Prepayment  Premium that would have been
                              payable had an amount equal to that  Lender's
                              portion  of  the  Second  Lien  Facility been
                              voluntarily prepaid by TCN on that date.

                              Any Lender  granting a  sub-participation  in
                              the  Facilities   shall  be  restricted  from
                              relinquishing   its  voting   rights  to  the
                              sub-participant  except in certain  specified
                              circumstances.

WAIVERS AND                   Subject  to the  consent  requirement  of the
AMENDMENTS:                   affected   Lender or Lenders on matters noted
                              below  and  the  Second  Lien   Intercreditor
                              Agreement,  each of the Agents,  with consent
                              of their  respective  Instructing  Groups and
                              the  Obligors,  may  agree to amend or waive,
                              prospectively or retrospectively,  any of the
                              terms of the Facilities other than any:

                              (i)      increase in commitment of a Lender;

                              (ii)     reduction in the  proportion  of any
                                       amount   received  or  recovered  to
                                       which a Lender is entitled;

                              (iii)    decrease in any Applicable Margin;

                              (iv)     change in the currency of account;

                              (v)      unless otherwise specified, deferral
                                       of a  payment  date  for  principal,
                                       interest,  fee or any  other  amount
                                       due;

                              (vi)     deferral of the termination date;

                              (vii)    reduction in percentage constituting
                                       the Instructing Group; or

                              (viii)   change   to  any   provision   which
                                       contemplates   the   need   for  the
                                       consent  or   approval  of  all  the
                                       Lenders.

                              For the  avoidance of doubt,  any  amendments
                              relating to the Senior  Facilities  Agreement
                              or the Second Lien Facility  Agreement  shall
                              only   be  made  in   accordance   with   the
                              provisions of the Senior Facilites  Agreement
                              or the Second  Lien  Facility  Agreement  (as
                              appropriate) and any amendments relating to a
                              Hedging  Agreement  shall  only  be  made  in
                              accordance   with  the   provisions  of  such
                              Hedging     Agreement,     in    each    case
                              notwithstanding  any other  provisions of the
                              Finance Documents.

SECURITY AND                  The  release of all or  substantially  all of
GUARANTORS:                   the security under the security  documents or
                              of all or substantially all of the Guarantors
                              from  their   respective   obligations   will
                              require   the   consent  of   Lenders   whose
                              available  commitment and outstanding  amount
                              aggregate  to more  than 90 per cent of total
                              commitment plus outstanding amounts.

TAXES:                        All  payments  by the  Obligors  will be made
                              free  and   clear  of  all   taxes  or  other
                              deductions or withholdings save to the extent
                              required by law. Standard gross-up provisions
                              are applied  (provided  that there will be no
                              gross-up in respect of treaty  Lenders  which
                              have  not   complied   with  all   procedural
                              formalities  to allow them to be paid without
                              withholding).

CONVENTION:                   For  Sterling-denominated  amounts,  interest
                              and commitment fees will be calculated on the
                              basis of a  365-day  year  (360  days for all
                              other  currencies).

GOVERNING  LAW  AND           The  Senior  Facilities   Agreement  and  the
JURISDICTION:                 Second Lien Facility  Agreement  will each be
                              governed  by  English  Law,  and  each of the
                              Obligors  will  submit  to the  non-exclusive
                              jurisdiction of the Courts of England.

AGENTS' COUNSEL:              White & Case