Exhibit 10.1

PRIVATE AND CONFIDENTIAL


 To: Telewest Communications Networks Limited
     160 Great Portland Street
     London W1N 5TB

Attn: David Buckingham
                                                            2 November 2004





Ladies and Gentlemen,

TELEWEST COMMUNICATIONS NETWORKS LIMITED - COMMITMENT LETTER

Each of Barclays Capital,  the investment banking division of Barclays Bank
PLC (together  with  Barclays Bank PLC referred to as "BARCLAYS  CAPITAL"),
BNP Paribas,  Citigroup Global Markets Limited, Credit Suisse First Boston,
Deutsche Bank AG London and Royal Bank of Scotland  (each as "MANDATED LEAD
ARRANGER" and, collectively,  the "MANDATED LEAD ARRANGERS") hereby confirm
their  commitment to arrange,  on your behalf,  certain bank financing (the
"FINANCING") described herein, with an international syndicate of lenders.

Each of Barclays Bank PLC, BNP Paribas, Citibank, N.A., Credit Suisse First
Boston,  Deutsche  Bank AG London  and  Royal  Bank of  Scotland1  (each an
"UNDERWRITER"  and,  collectively,  the  "UNDERWRITERS"),   hereby  further
confirm their  commitment to  underwrite  (or procure that their  customary
funding affiliate underwrites) the Financing on the terms and conditions of
this Commitment  Letter and the detailed terms and conditions as set out in
the Summary of Principal Terms and Conditions attached hereto (the "SUMMARY
TERMS AND CONDITIONS").

Capitalised terms,  unless otherwise defined,  shall bear the same meanings
as those ascribed to them in the Summary Terms and Conditions.

1.   FINANCING

     Subject to the terms of this letter  (incorporating  the Summary Terms
     and  Conditions,  the  "COMMITMENT  LETTER")  and a fees  letter to be
     entered into between  yourselves and ourselves in connection  with the
     Financing (the "FEES LETTER" and, together with the Commitment Letter,
     the  "COMMITMENT  DOCUMENTS"),  we are pleased to confirm the terms on
     which you have exclusively mandated us:

------------------------

1    Legal lending entities to be determined upon  confirmation of identity
     of Borrowers

     (a)  to lead  arrange,  and on which the Mandated  Lead  Arrangers are
          willing to lead arrange, the Financing; and

     (b)  to  underwrite,  and on which the  Underwriters  are  willing  to
          underwrite,  one hundred per cent. (100%) of the Financing in the
          following proportions:

                                                SENIOR          SECOND LIEN
                                               FACILITIES        FACILITY
 Barclays Capital                               16.667%             20%
 BNP Paribas                                    16.667%             10%
 Citibank, N.A.                                 16.667%             20%
 Credit Suisse First Boston                     16.667%             20%
 Deutsche Bank AG London                        16.667%             20%
 Royal Bank of Scotland                         16.667%             10%
                                              -----------------------------
                                                  100%             100%
                                              -----------------------------


     The net proceeds of the  Financing  will be available for the purposes
     of (i)  refinancing  all  of the  Existing  Senior  Credit  Facilities
     Agreement  and (ii) the  on-going  working  capital  needs and general
     corporate purposes of Telewest Communications Networks Limited ("TCN")
     and its subsidiaries and associated  partnerships  (together with TCN,
     the "TCN GROUP").

     The Financing will comprise:

     (i)   pound 1,450 million of senior secured term loan facilities;

     (ii)  pound 100 million of senior secured revolving credit facilities;
           and

     (iii) pound 250 million of second lien financing,

     together referred to as the "FACILITIES", details of which are set out
     in the attached Summary Terms and Conditions.

     The commitment of each Mandated Lead Arranger and each  Underwriter is
     several and the failure by one Mandated Lead  Arranger or  Underwriter
     to perform its obligations hereunder shall not prejudice the rights or
     obligations  of the other  Mandated Lead Arrangers or, as the case may
     be,  any  other   Underwriters.   Each   Mandated  Lead  Arranger  and
     Underwriter may enforce its rights separately and you may enforce your
     rights against each Mandated Lead Arranger and Underwriter separately.
     No Mandated Lead Arranger or Underwriter  shall be responsible for the
     obligations of any other  Mandated Lead  Arranger,  or as the case may
     be, Underwriter.

2.   CONDITIONS OF COMMITMENT

     The  Mandated   Lead   Arrangers'   commitment   to  arrange  and  the
     Underwriters' commitment to underwrite the Financing is subject to the
     following conditions:

     (a)  the negotiation of customary  finance  documentation  (including,
          without  limitation,   loan  and  intercreditor   agreements  and
          guarantee,   security  and  associated   documentation   for  the
          Financing,  including  legal opinions  (together,  the "FINANCING
          DOCUMENTATION"))  on  terms  satisfactory  to the  Mandated  Lead
          Arrangers  and the  Underwriters  (acting  reasonably)  and their
          execution  and  delivery by the parties  thereto.  The  Financing
          Documentation  will be drafted by  counsel to the  Mandated  Lead
          Arrangers and, unless otherwise agreed by TCN, will  incorporate,
          without  limitation,  the  terms  and  conditions  set out in the
          Commitment Documents;

     (b)  receipt by us of a copy of the Fees  Letter  dated as at the date
          hereof and counter-signed by you;

     (c)  Barclays Capital, BNP Paribas,  Citigroup Global Markets Limited,
          Credit  Suisse First  Boston,  Deutsche  Bank AG London and Royal
          Bank of Scotland  being  appointed as joint  bookrunners  for the
          Facilities;

     (d)  confirmation  that the consolidated  financial  statements of the
          TCN Group for the fiscal  quarter  ended  September  2004 are not
          materially  inconsistent  with the budget  ("6:6  Plan") for that
          quarter most recently provided to us prior to the date hereof (it
          being understood that neither adjustments relating to fresh start
          accounting nor reasonable  stock option costs shall be taken into
          account for the  purposes  of  determining  compliance  with this
          paragraph (d)); and

     (e)  compliance  by you and your  subsidiaries  with the  terms of the
          Commitment Documents in all material respects.

3.   ASSIGNMENTS AND AMENDMENTS

     You may not  assign or  transfer  any of your  rights,  or  (except as
     provided in  paragraph  13) be  relieved  of any of your  obligations,
     under the Commitment  Documents,  without the prior written consent of
     the Mandated Lead Arrangers (and any purported  assignment or transfer
     without such consent shall be void).

     Subject to the terms of the  Commitment  Documents,  the Mandated Lead
     Arrangers  and the  Underwriters  may assign or transfer all or any of
     our respective rights and obligations  under the Commitment  Documents
     to any of our  respective  affiliates  that  customarily  acts  as the
     funding  affiliate  of such  Mandated  Lead  Arranger or  Underwriter;
     provided that any such  assignment or transfer  shall not be permitted
     without the prior consent of TCN if as a result of such  assignment or
     transfer  any  member of the TCN  Group  would  incur  any  additional
     obligation or liability by way of withholding tax.

     This Commitment Letter may not be amended or modified and no provision
     may be waived except by an  instrument  in writing  signed by TCN, the
     Mandated Lead Arrangers and the Underwriters.

4.   SYNDICATION TIMETABLE

     The  parties  to  this  Commitment  Letter  have  agreed  to  use  all
     reasonable endeavours to comply with the following timetable:

     (a)  launch of  syndication  to existing  lenders by no later than the
          week commencing 1 November 2004; and

     (b)  launch of  syndication  to new  lenders by no later than the week
          commencing 8 November 2004.

5.   INDEMNIFICATION

     TCN hereby agrees to indemnify and hold harmless each of those parties
     listed in Annex A to this  Commitment  Letter on the terms and subject
     to the conditions set out therein.

6.   Confidentiality and Conflicts

     (a)  You will not,  without the prior written  consent of the Mandated
          Lead  Arrangers  and  Underwriters,  disclose the contents of the
          Commitment  Documents or their  existence  to any person  except,
          following your acceptance of this Commitment Letter in accordance
          with its terms:

          (i)  to the  extent  required  by any  court or other  regulatory
               body,  by law or to comply with the rules of any  regulatory
               body or  applicable  securities  exchange to which you or we
               are subject; or

          (ii) to your  employees and your legal or financial  advisers who
               are made  aware of,  and  either  agree to be bound by,  the
               obligations  under this paragraph prior to such  information
               being  disclosed  to them  or are in any  event  subject  to
               confidentiality   obligations   as  a   matter   of  law  or
               professional practice.

     (b)  None of the Mandated  Lead  Arrangers or the  Underwriters  will,
          without  the prior  written  consent of TCN (save  where  already
          disclosed pursuant to paragraph (a) above), disclose the contents
          of the Commitment Documents or their existence or any information
          relating to the Financing or Telewest Global,  Inc.,  Telewest UK
          Limited,   TCN  or  any  of  their  respective   subsidiaries  or
          associated  partnerships  or joint venture or minority  interests
          (collectively,  the  "GROUP")  which it receives  from you or any
          other  Mandated  Lead  Arranger  or  Underwriter  or any of their
          affiliates to any person except:

          (i)  as  required  by law or to  comply  with the rules of or any
               request  by any  regulatory  body or  applicable  securities
               exchange to which you or we are subject or with which we are
               obliged to comply,  in which case we shall  provide you with
               reasonable prior notice to the extent possible; or

          (ii) to any potential  transferee,  assignee or other participant
               in the commitments hereunder, our employees and our legal or
               financial  advisers  who are made aware of, and either agree
               to be bound by, the  obligations  under this paragraph prior
               to such  information  being  disclosed to them or are in any
               event subject to confidentiality  obligations as a matter of
               law or professional practice.

     (c)  You   acknowledge   that  the  Mandated   Lead   Arrangers,   the
          Underwriters  or  any  of  their  respective  affiliates  may  be
          providing  debt  financing,  equity  capital  or  other  services
          (including  corporate or financial  advisory services) to persons
          with whom you may have  conflicting  interests in connection with
          the Financing or otherwise. The appointments of the Mandated Lead
          Arrangers  and the  commitments  of the  Underwriters  under this
          Commitment  Letter do not prevent the Mandated Lead  Arrangers or
          the  Underwriters  from  providing  such  services  to its  other
          clients or  customers.  Without  prejudice to the  generality  of
          paragraph 6(b), the Mandated Lead Arrangers and the  Underwriters
          will keep confidential any information  relating to the Financing
          or the Group which it receives from you or your advisers from any
          of its other  clients  or  customers.  You  acknowledge  that the
          Mandated Lead Arrangers and the  Underwriters  have no obligation
          to you, to use in connection with the Financing, or to furnish to
          you or any of your affiliates or advisers,  information  obtained
          from other clients or customers.

7.   EXCLUSIVITY

     In  consideration  of the Mandated Lead Arrangers and the Underwriters
     entering into this Commitment  Letter you agree that during the period
     from the date of your  counter-signature  of this Commitment Letter to
     the date which is the earlier of the Closing Date and 31 January 2005:

     (a)  you will  negotiate  with us in good  faith  and on an  exclusive
          basis to finalise and to enter into the  Financing  Documentation
          on terms consistent with those set out in this Commitment Letter;

     (b)  you will not agree or negotiate  with any other bank or financial
          institution   any  refinancing  of  the  Existing  Senior  Credit
          Facilities  Agreement  by such bank or financial  institution  by
          debt raised in the domestic or  international  debt markets,  and
          you will not approach,  mandate or appoint, or solicit or respond
          to any offer  from any other  bank or  financial  institution  to
          arrange or underwrite any such financing; and

     (c)  you will not seek to replace the Mandated  Lead  Arrangers or the
          Underwriters  as  the  lead  arrangers  and  underwriters  of the
          Financing (save as contemplated by paragraph 13).

8.   DELEGATION

     Subject to the  provisions  of paragraph 3, each of the Mandated  Lead
     Arrangers and the  Underwriters  may employ the services of any of its
     affiliates in providing the services  contemplated  by this Commitment
     Letter  and  each of the  Mandated  Lead  Arrangers  and  Underwriters
     reserves  the  right  to  allocate,  in  whole  or in  part,  to  such
     affiliates  the fees payable  under the  Commitment  Documents in such
     manner as they and such affiliates may agree in their sole discretion.
     You acknowledge that the Mandated Lead Arrangers, the Underwriters and
     such affiliates may share with each other any information  relating to
     the Group,  the  Financing or any of the matters  contemplated  by the
     Committment Documents.  Any such affiliate may rely on this Commitment
     Letter.

 9.  ANNOUNCEMENT

     You, the Mandated Lead Arrangers and the Underwriters  each agree that
     none  of us nor  any of  our  respective  affiliates  shall  make  any
     announcement  relating to the  Financing  without the prior consent of
     the  other  persons  save to the  extent  that  such  announcement  is
     required by law or to comply with the rules of any regulatory  body or
     applicable securities exchange to which you or we are subject. The use
     of the names of the Mandated Lead  Arrangers and  Underwriters  on any
     announcement or communication relating to the Financing must appear in
     alphanumerical   order.

10.  GOVERNING  LAW  AND  JURISDICTION

     This  Commitment   Letter  shall  be  governed  by  and  construed  in
     accordance  with English  law.

     For the benefit of the Mandated Lead  Arrangers and the  Underwriters,
     you agree that the courts of England have  jurisdiction  to settle any
     disputes in connection  with the Commitment  Documents and accordingly
     submit to the exclusive  jurisdiction  of the English courts and waive
     any defence of inconvenient forum which may be available.

11.  THIRD PARTY RELIANCE

     Save as expressly  provided  otherwise in this  Commitment  Letter,  a
     person who is not a party to this Commitment Letter may not rely on it
     and the terms of the Contracts  (Rights of Third Parties) Act 1999 are
     excluded.  The  parties  to this  Commitment  Letter  may  amend  this
     Commitment Letter in writing without the consent of any third party.

12.  SURVIVAL

     The provisions of paragraphs 5, 6, 9, 10 11 and 12 of this  Commitment
     Letter shall survive the  termination of the obligations of any of the
     parties under this Commitment Letter or its expiry.

13.  COMMITMENT AND TERMINATION

     (a)  The  commitments of the Mandated Lead Arrangers and  Underwriters
          under this  Commitment  Letter will commence upon your  signature
          and return of the Commitment Documents.

     (b)  Following your acceptance of this  Commitment  Letter as provided
          in subparagraph (a) above, any of the Mandated Lead Arrangers and
          the  Underwriters  may  terminate  its  obligations   under  this
          Commitment Letter (by written notice to each of the other parties
          to this Commitment  Letter) only in the following  circumstances:

          (i)  on or after the close of  business  in London on 31  January
               2005,  unless the first  drawdown  under the  Facilities has
               occurred on or before that date; or

          (ii) if you breach any term of the  Commitment  Documents  in any
               material respect and that breach,  if capable of remedy,  is
               not remedied  within 10 business  days of the date notice is
               given  to  you  of  such  breach;  or

          (iii)any factual  information  relating to the Group  received by
               any of the Mandated Lead Arrangers or the  Underwriters  (or
               any of their advisers) from you (or any of your advisers) or
               any  representation  made by you to any of the Mandated Lead
               Arrangers  or the  Underwriters  (or any of their  advisers)
               prior to the signing date of the Financing  Documentation is
               inaccurate  or  misleading  in any  respect  which  would be
               reasonably likely to materially prejudice the achievement of
               a Successful  Syndication (as defined in the Fees Letter) of
               the Facilities; or

          (iv) if you fail to  disclose  any  facts or  information  to the
               Mandated  Lead  Arrangers  or the  Underwriters,  which  are
               within your knowledge and which has or is reasonably  likely
               to have, a material adverse effect on the business,  assets,
               operations or financial  condition of the TCN Group taken as
               a whole; or

          (v)  if a change  occurs  after the date  hereof  which has or is
               reasonably  likely to have, a material adverse effect on the
               business,  assets,  operations or financial condition of the
               TCN Group taken as a whole.

     (c)  You may terminate the  appointment  of any Mandated Lead Arranger
          or the commitment of any Underwriter hereunder (by written notice
          to each of the other parties to this Commitment Letter):

          (i)  if such Mandated Lead  Arranger or  Underwriter  breaches or
               indicates its intention to breach any term of the Commitment
               Documents relating to its obligation to fund its commitments
               under this Commitment Letter; or

          (ii) if such Mandated Lead Arranger or  Underwriter  breaches any
               term of the Commitment Documents (other than as specified in
               sub-paragraph  (i) above) in any  material  respect and that
               breach,  if  capable  of  remedy is not  remedied  within 10
               business  days of the date on which you give  notice of such
               breach; or

          (iii)if the  representation  given by such Mandated Lead Arranger
               or  Underwriter  in  paragraph  2(b) of the Fees  Letter  is
               incorrect in any material respect; or

          (iv) on or after  the  close of  business  in  London on the date
               which is the  earlier  of the  Closing  Date and 31  January
               2005,

          and  upon  such  termination  you  shall  (save  as  provided  in
          paragraph  11) and without  prejudice  to the rights of any other
          Mandated Lead Arranger or  Underwriter  against you in respect of
          any breach of the Commitment Documents prior to such termination)
          have no further  obligations  to such  Mandated  Lead Arranger or
          Underwriter under the Commitment Documents.

14.  CLASSIFICATION

     The Mandated Lead  Arrangers and the  Underwriters  will treat you for
     the purposes of their  respective  appointments  under this Commitment
     Letter, as an intermediate  customer within the meaning of and for the
     purposes of the  Financial  Services  Authority  Handbook of Rules and
     Guidance (the  "Handbook").  In addition,  you agree that you will, at
     any time upon the  request  of the  Mandated  Lead  Arrangers  and the
     Underwriters  and in connection with the  requirements  set out in the
     Handbook,  provide the Mandated Lead  Arrangers  and the  Underwriters
     within  a  reasonable   period  after  such   request,   documentation
     evidencing the existence,  ownership and control of any obligors under
     the loan documentation in relation to the Financing.

The offer contained in this Commitment  Letter shall remain in effect until
close of business in London on 2 November 2004 at which time it will expire
unless  written  acceptance  of each of the  Commitment  Documents has been
received by each of the Mandated Lead  Arrangers  (marked for the attention
of Andrew  Shellard  (in the case of Barclays  Capital)  Louis Kenna in the
case of BNP Paribas,  Paul Shedel (in the case of Citigroup  Global Markets
Limited),  Marisa Drew (in the case of Credit Suisse First Boston),  Guy du
ParcBraham (in the case of Deutsche Bank AG London) and Mike  Cunningham in
the  case of  Royal  Bank of  Scotland)  from  you in  accordance  with the
instructions set out below.

This Commitment  Letter may be signed in any number of counterparts,  which
shall have the same effect as if the  signatures on the  counterparts  were
signatures on a single copy of this Commitment Letter.

The provisions of this  Commitment  Letter  supersede all prior oral and/or
written  understandings  and  agreements  related  to  the  Financing  and,
together with the other  Commitment  Documents,  shall (until the execution
and delivery of the Financing Documentation), comprise the entire agreement
(in respect of the matters referred therein) between us.

Please indicate your acceptance of this Commitment Letter by countersigning
this  Commitment  Letter in the space indicated  below,  whereupon it shall
constitute  a binding  agreement  between us, and  returning  two  original
copies of such signed counterpart  together with two original signed copies
of the Fees Letter,  one to each of the Mandated Lead Arrangers,  marked in
each case for the attention of the relevant person specified above.

We look  forward to your  favourable  response to our  proposal and to your
mandate to us to proceed with this transaction.

Yours faithfully,

THE MANDATED LEAD ARRANGERS
---------------------------


For and on behalf of                    For and on behalf of
BARCLAYS CAPITAL                        BNP PARIBAS

/s/ ANDREW SHELLARD                     /s/ LOUIS KENNA   /s/ PAUL GIBBON


For and on behalf of                    For and on behalf of
CITIGROUP GLOBAL MARKETS                CREDIT SUISSE FIRST BOSTON
LIMITED
                                        /s/ MARISA DREW
/s/ PAUL SHEDEL


For and on behalf of                    For and on behalf of
DEUTSCHE BANK AG LONDON                 ROYAL BANK OF SCOTLAND

/s/ GUY DU PARC BRAHAM                  /s/ KIERAN RYAN

/s/ BRIAN BASSETT



THE UNDERWRITERS
----------------



For and on behalf of                    For and on behalf of
BARCLAYS BANK PLC                       BNP PARIBAS

/s/ ANDREW SHELLARD                     /s/ LOUIS KENNA   /s/ PAUL GIBBON


For and on behalf of                    For and on behalf of
CITIBANK, N.A.                          CREDIT SUISSE FIRST BOSTON

/s/ PAUL SHEDEL                         /s/ MARISA DREW


For and on behalf of                    For and on behalf of
DEUTSCHE BANK AG LONDON                 ROYAL BANK OF SCOTLAND

/s/ GUY DU PARC BRAHAM                  /s/ KIERAN RYAN

/s/ BRIAN BASSETT


We accept and agree the terms of the foregoing letter.


For and on behalf of
TELEWEST COMMUNICATIONS NETWORKS LIMITED

/s/ Neil Smith
------------------------
Name:    NEIL SMITH
Title:   Director
Date:    2 November 2004

<PAGE>

                                  ANNEX A

                              INDEMNIFICATION

1.   In the event that any of the Mandated Lead Arrangers, the Underwriters
     or any of  their  respective  affiliates  or any of  their  respective
     partners,  directors,  agents, advisers or employees (each a "RELEVANT
     PERSON") becomes  involved in any capacity in any action,  proceeding,
     or investigation  brought by or against any person,  including without
     limitation  shareholders of Telewest Global, Inc., TCN or any of their
     respective  subsidiaries  arising out of, in  connection  with or as a
     result of either  the  commitment  or any  matter  referred  to in the
     Commitment  Documents,  you agree promptly on request to reimburse the
     Relevant Person for its reasonable legal and other expenses (including
     the  reasonable  cost  of any  investigation  and  preparation  of any
     defence) arising out of or incurred in connection therewith.  You also
     agree  (provided  that  in  doing  so,  you  and  your   subsidiaries'
     respective  positions  are not  materially  prejudiced  (including  by
     acting  contrary  to  any  confidentiality  undertaking  or  so  as to
     prejudice any legal  privilege to which they are  entitled)) to afford
     reasonable  cooperation to each Relevant Person and to give, so far as
     you are able to procure the giving of, all such information and render
     all such  assistance  to the Relevant  Persons as they may  reasonably
     request  in   connection   with  any  such   action,   proceeding   or
     investigation  and not to take any action  which might  reasonably  be
     expected to prejudice the position of a Relevant Person in relation to
     any such action,  proceeding or  investigation  without the consent of
     the Relevant  Person  concerned  (such consent not to be  unreasonably
     withheld).  Notwithstanding the aforesaid, you shall not be liable for
     any  reimbursement  or obliged to give any  information  or render any
     assistance  or be  precluded  from taking any action  pursuant to this
     paragraph, to the extent that any action,  proceeding or investigation
     arises from the bad faith,  gross  negligence or wilful  misconduct of
     the Relevant Person in performing the services that are the subject of
     the  Commitment  Documents  or a  breach  of  such  Relevant  Person's
     obligations under the Commitment Documents.

2.   You also agree to indemnify and hold  harmless  each  Relevant  Person
     from and against any and all losses, liabilities, claims, damages, and
     reasonable  costs or  expenses  incurred  by such  Relevant  Person in
     connection with or as a result of any action, claim,  investigation or
     proceeding commenced in relation to its appointments or commitments or
     any matter  referred to in the Commitment  Documents and in particular
     (without limitation to the generality of the foregoing) arising out of
     or in  relation  to or in  connection  with any untrue  statement  (or
     alleged  untrue  statement)  of  a  material  fact  contained  in  any
     preliminary  or final  offering  materials or  information  memorandum
     prepared  in  connection  with  the  Financing   (including,   without
     limitation,  any preliminary  summary of the Financing prepared by the
     Mandated  Lead  Arrangers  and  approved  by you or your  professional
     advisors on your  behalf) or any filings  with or  submissions  to any
     governmental  or self  regulatory  authority  or agency or  securities
     exchange,  in each case, approved by you or your professional advisers
     on your  behalf,  or caused by an omission  (or alleged  omission)  to
     state therein a material fact necessary to make the statements therein
     in the light of the  circumstances  under  which  they are  made,  not
     misleading,  except to the extent that any such  losses,  liabilities,
     claims,  damages, costs or expenses are the result of bad faith, gross
     negligence or wilful  misconduct of the Relevant  Person in performing
     the  services  that are the subject of the  Commitment  Documents or a
     breach of such  Relevant  Person's  obligations  under the  Commitment
     Documents.

3.   You also agree that the Relevant  Persons shall not have any liability
     including,  but not limited to, any direct,  indirect,  incidental  or
     consequential  damages to you or any person  asserting  claims on your
     behalf  arising  out  of or in  connection  with  or  as a  result  of
     performing  the  services  that  are  the  subject  of the  Commitment
     Documents,  except (i) to the extent such  liability  is the result of
     bad faith,  gross  negligence  or wilful  misconduct  of the  Relevant
     Person  in  performing  the  services  that  are  the  subject  of the
     Commitment  Documents or (ii) liability of the Relevant  Person to you
     resulting from a breach of such Relevant  Person's  obligations  under
     the Commitment Documents.

4.   Each Relevant Person may rely on the terms of this Commitment Letter.

5.   No  provision of this  Commitment  Letter shall apply so as to exclude
     any  liability of the Relevant  Persons which by the Handbook or other
     applicable  law or  regulations  cannot be excluded by agreement  with
     you.


<PAGE>

                                  ANNEX B

                           ANTI-TYING DISCLOSURE

Citigroup's  Global  Corporate and  Investment  Bank  ("GCIB")  maintains a
policy  of  strict  compliance  to the  anti-tying  provisions  of the Bank
Holding Company Act of 1956, as amended,  and the regulations issued by the
Federal Reserve Board implementing the anti-tying rules (collectively,  the
"Anti-tying Rules").  Moreover our credit policies provide that credit must
be  underwritten  in a safe and sound manner and be consistent with Section
23B of the  Federal  Reserve  Act  and the  requirements  of  federal  law.
Consistent with these requirements, and the GCIB's Anti-tying Policy:

o    You will not be required  to accept any product or service  offered by
     Citibank or any Citigroup affiliate as a condition to the extension of
     commercial  loans or other  products or services to you by Citibank or
     any of its subsidiaries, unless such a condition is permitted under an
     exception to the Anti-tying Rules.

o    The  GCIB  will not vary  the  price  or other  terms of any  Citibank
     product or service  based on a condition  that you  purchase any other
     product or service from Citibank or any Citigroup affiliate, unless we
     are authorized to do so under an exception to the Anti-tying Rules.

o    The GCIB will not  require  you to provide  property  or  services  to
     Citibank or any  affiliate of Citibank as a condition to the extension
     of a commercial  loan to you by Citibank or any  Citibank  subsidiary,
     unless such a requirement is reasonably required to protect the safety
     and soundness of the loan.

o    The GCIB will not require you to refrain  from doing  business  with a
     competitor  of  Citigroup or any of its  affiliates  as a condition to
     receiving a commercial loan from Citibank or any of its  subsidiaries,
     unless the requirement is reasonably  designed to ensure the soundness
     of the loan.