[ON THE LETTERHEAD OF DEUTSCHE BANK AG, LONDON BRANCH]

                              AMENDMENT LETTER


To:  NTL Investment Holdings Limited
     NTL Inc.
     NTL Dover LLC

     c/o NTL House
     Bartley Wood Business Park
     Hook
     Hampshire
     RG27 9UP


Date:   [o] May 2006


Dear Sirs,

AMENDMENT LETTER

We refer to a facilities agreement dated 3 March 2006 (as from time to time
amended,   varied,   novated  or  supplemented,   the  "SENIOR   FACILITIES
AGREEMENT") and made between, NTL Incorporated  (formerly known as Telewest
Global,  Inc.) as Ultimate Parent,  NTL Cable plc as Parent, NTL Investment
Holdings Limited,  Telewest  Communications  Networks Limited and NTLIH Sub
Limited as UK  Borrowers,  NTL Dover LLC as the US Borrower,  Deutsche Bank
AG,  London  Branch,  J.P.  Morgan Plc,  The Royal Bank of Scotland Plc and
Goldman Sachs  International  as Bookrunners  and Mandated Lead  Arrangers,
Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London
Branch  as  Security   Trustee,   GE  Corporate   Banking   Europe  SAS  as
Administrative  Agent, Deutsche Bank AG, London Branch as Original L/C Bank
and the  financial  and other  institutions  named in it as  Lenders  and B
Facility Lenders.

Save as defined in this Letter, words and expressions defined in the Senior
Facilities Agreement shall have the same meanings when used in this Letter.

In this Letter "FIRST  AMENDMENT  EFFECTIVE DATE" means the date upon which
the  Facility  Agent  notifies  NTLIH  that it has  received a copy of this
Letter  duly  countersigned  by  the  Ultimate  Parent,  NTLIH  and  the US
Borrower.

1.   On and with effect from the First Amendment Effective Date:

(a)  each of the parties  hereto  confirm  that this Letter  constitutes  a
     Finance Document for the purposes of the Senior  Facilities  Agreement
     (and for the  avoidance of doubt,  the  Structure 2 Senior  Facilities
     Agreement);

(b)  each of the Ultimate Parent,  NTLIH and the US Borrower  represent and
     warrant that it is a company duly organised and validly existing under
     the laws of its jurisdiction of incorporation with power to enter into
     this  Letter and to exercise  its rights and  perform its  obligations
     hereunder and all corporate and (subject to paragraphs  (d) and (e) of
     the definition of Reservations) other action required to authorise its
     execution of this Letter and its performance of its  obligations  have
     been duly taken; and

(c)  NTLIH agrees  pursuant to Clause 38.4  (Amendments and Waivers) of the
     Senior Facilities Agreement,  to reimburse the Facility Agent promptly
     on  demand  for  all  reasonable   out-of-pocket  costs  and  expenses
     (together with VAT or any similar tax), including, without limitation,
     the  reasonable  fees  and  expenses  of the  Facility  Agent's  legal
     advisers, incurred in connection with the negotiation, preparation and
     execution of this Letter.

2.   On and with  effect  from the  First  Amendment  Effective  Date,  the
     parties agree that the Senior Facilities  Agreement (and to the extent
     relevant,  the  Structure  2  Senior  Facilities  Agreement)  shall be
     amended in accordance with the provisions set out in the Schedule (The
     Amendments) of this Letter.

3.   The  Obligors'  Agent  confirms,  for and on behalf of itself  and the
     other Guarantors, that on and after the First Amendment Effective Date
     the provisions of the guarantees contained in Clause 29 (Guarantee and
     Indemnity)  of the Senior  Facilities  Agreement  shall remain in full
     force and effect and shall apply equally to the  obligations  of NTLIH
     and  the US  Borrower  in  this  Letter  as if set out in full in this
     Letter save that  references  in the Senior  Facilities  Agreement  to
     "this  Agreement"  shall be  construed  as  references  to the  Senior
     Facilities Agreement as amended pursuant to this Letter.

4.   The Facility Agent  confirms that the consent of an Instructing  Group
     has been obtained to the amendments to the Senior Facilities Agreement
     referred to in the Schedule (The Amendments) to this Letter.

5.   Save  as  amended  by  this  Letter,  the  provisions  of  the  Senior
     Facilities  Agreement  shall continue in full force and effect and the
     Senior  Facilities  Agreement  and  this  Letter  shall  be  read  and
     construed as one instrument.

6.   On and with effect from the First Amendment Effective Date, references
     in the Senior  Facilities  Agreement  (and for the avoidance of doubt,
     the  Structure  2 Senior  Facilities  Agreement)  to "this  Agreement"
     shall,  unless  the  context  otherwise  requires,   be  construed  as
     references to the Senior Facilities  Agreement (and Structure 2 Senior
     Facilities Agreement) as waived or amended by this Letter.

6.   This Letter may be executed in counterparts  each of which, when taken
     together, shall constitute one and the same agreement.

7.   This Letter is governed by and shall be construed in  accordance  with
     English  law and the  provisions  of Clause 48  (Jurisdiction)  of the
     Senior Facilities Agreement shall be deemed to be incorporated in this
     Letter  in full,  mutatis  mutandis,  save  that  references  to "this
     Agreement"  shall be construed as references to the Senior  Facilities
     Agreement as amended pursuant to this Letter.

<PAGE>

Please sign,  date and return the  enclosed  copy of this Letter to signify
your acceptance and acknowledgement of its terms and conditions.

Yours faithfully

For and on behalf of
DEUTSCHE BANK AG, LONDON BRANCH
as Facility Agent for and on behalf of itself and the
other Finance Parties




-------------------------------
Authorised Signatory



-------------------------------
Authorised Signatory

<PAGE>

To:  Deutsche Bank AG, London  Branch,  as Facility Agent for and on behalf
     of itself and the other Finance Parties

We  acknowledge  receipt of your Letter of [ ] 2006 of which this is a copy
and hereby  confirm  our  acknowledgement  and  agreement  to the terms and
conditions stated in it.

Yours faithfully





For and on behalf of
NTL INCORPORATED (FORMERLY KNOWN AS TELEWEST GLOBAL, INC.)
as Ultimate Parent




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



For and on behalf of
NTL INVESTMENT HOLDINGS LIMITED
as Borrower and Obligors' Agent for and on
behalf of itself and the other Obligors



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



For and on behalf of
NTL DOVER LLC
as US Borrower




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

<PAGE>

                                  SCHEDULE

                               THE AMENDMENTS

1.   CLAUSE 1 (DEFINITIONS  AND  INTERPRETATION)  OF THE SENIOR  FACILITIES
     AGREEMENT

(a)  The following  definitions  shall be inserted in Clause 1 (Definitions
     and  Interpretation)  of the Senior  Facilities  Agreement  and of the
     Structure 2 Senior Facilities Agreement, in each case, in alphabetical
     order:

     "FIRST  AMENDMENT  EFFECTIVE  DATE" has the meaning  given to it in an
     amendment letter dated [o] between the Ultimate Parent,  NTLIH, the US
     Borrower and the Facility Agent.

     "STRUCTURING LONG-STOP DATE" means the 31 July 2006.

     "STRUCTURE 2 OPINIONS" means:

          (a)  an opinion from a big four accounting firm; and

          (b)  an opinion from an internationally recognized law firm,

          in each case:

          (i)    substantially  in the form  approved by the Mandated  Lead
                 Arrangers prior to the issuance of any Structure Notice;

          (ii)   issued on the date of the Structure Notice; and

          (iii)  to the effect  that (i)  NTLIH's  acquisition  of NTL (UK)
                 Group,  Inc.  shares from NTL (UK) Group,  Inc. should not
                 result for US  federal  income  tax  purposes  in NTL (UK)
                 Group,  Inc.,  the Parent or NTLIH  recognising  income or
                 gain,  and (ii)  NTLIH's  acquisition  of all the stock of
                 Telewest  UK in  exchange  for the NTL  (UK)  Group,  Inc.
                 shares  should  not  result  for  US  federal  income  tax
                 purposes  in  the  Ultimate  Parent,  any  member  of  the
                 Ultimate  Parent's US consolidated  federal tax group, NTL
                 (UK) Group,  Inc., the Parent or NTLIH recognising  income
                 or gain, in each case,  pursuant to the  implementation of
                 the steps set out on the pages  headed  "Post  Combination
                 Restructuring - Second  Alternative  (Structure 2)" of the
                 Steps  Paper   (including,   at  the   Company's   option,
                 alternative Steps 6Y-10Y described therein)."

(b)  Paragraph (e) of the  definition  of "PERMITTED  PAYMENTS" in Clause 1
     (Definitions and  Interpretation)  of the Senior Facilities  Agreement
     and of the Structure 2 Senior Facilities  Agreement,  shall be deleted
     in its entirety and replaced by the following:

     "(e) any  payments  made  pursuant to and in  accordance  with the Tax
          Cooperation Agreement, provided that:

          (i)    a copy of the  certification  or  filings  referred  to in
                 clause 5 of the Tax Cooperation Agreement, as the case may
                 be,  shall have been  provided to the  Facility  Agent not
                 less than five  Business Days before such payment is to be
                 made; and

          (ii)   any payments made to any Holding  Company of NTLIH for the
                 purposes of settling  any  liabilities  owed to the United
                 States   Internal   Revenue   Service  which  have  arisen
                 following    delivery   of   a   Structure    Notice   and
                 implementation  of the relevant steps set out in the Steps
                 Paper, in reliance upon the Structure 2 Opinions:

                 (A)  at any time prior to and including 31 December  2009,
                      shall not be made without the prior  written  consent
                      of an Instructing Group; or

                 (B)  at any time on or after 1 January  2010,  may be made
                      in an amount not  exceeding  (pound)185  million from
                      cash reserves of the Bank Group and in respect of any
                      amount in excess of (pound)185 million from:

                      (i)    any Net  Proceeds  which is not required to be
                             applied  in  or  towards   prepayment  of  the
                             Outstandings  pursuant  to  paragraph  (a)  of
                             Clause 12.2 (Repayment from Net Proceeds);

                      (ii)   any Excess Cash Flow which is not  required to
                             be  applied in or  towards  prepayment  of the
                             Outstandings  pursuant  to  paragraph  (a)  of
                             Clause 12.4 (Repayment from Excess Cash Flow);

                      (iii)  any Debt Proceeds  which is not required to be
                             applied  in  or  towards   prepayment  of  the
                             Outstandings  pursuant  to  paragraph  (a)  of
                             Clause 12.5 (Repayment from Debt Proceeds);

                      (iv)   any Equity  Proceeds  which is not required to
                             be  applied in or  towards  prepayment  of the
                             Outstandings  pursuant  to  paragraph  (a)  of
                             Clause 12.6 (Repayment from Equity  Proceeds);
                             or

                      (v)    the proceeds of any Parent  Intercompany  Debt
                             or  the  proceeds  of  any  Equity  Equivalent
                             Funding,

                             and provided always that immediately  prior to
                             and immediately  after such payment,  the Bank
                             Group remains in compliance with the financial
                             covenants  set out in Clause 23.2  (Ratios) as
                             applicable   for  the  Quarter   Date  falling
                             immediately   prior   to  such   payment   and
                             calculated  on a pro forma basis after  giving
                             effect to such payment;"

(c)  The  definition  of "SHORT  TERM  NOTE" in Clause 1  (Definitions  and
     Interpretation)  of the Senior  Facilities  Agreement shall be deleted
     and replaced with the following:

     "SHORT TERM NOTE" means the notes to be issued by one or more Obligors
     to the US  Borrower  after the first  utilisation  of the B1  Facility
     hereunder".

(d)  The  definition  of "SHORT  TERM  NOTE" in Clause 1  (Definitions  and
     Interpretation)  of the Structure 2 Senior Facilities  Agreement shall
     be deleted and replaced with the following:

     "SHORT TERM NOTE" means the notes to be issued by one or more Obligors
     to the US Borrower after the first utilisation of the B Facility or B1
     Facility hereunder".

(f)  The  definition  of   "STRUCTURING   COMPLETION   DATE"  in  Clause  1
     (Definitions and  Interpretation)  of the Senior Facilities  Agreement
     and of the Structure 2 Senior Facilities  Agreement,  shall be deleted
     and replaced with the following:

     "STRUCTURING  COMPLETION DATE" means the date falling 10 Business Days
     after the Structuring Long-Stop Date".

2.   CLAUSE 24.21 (STEPS PAPER) OF THE SENIOR FACILITIES AGREEMENT

Clause  24.21 (Steps  Paper) of the Senior  Facilities  Agreement  shall be
deleted and replaced in its entirety by the following:

"24.21  STEPS PAPER

The  Ultimate  Parent  shall (and it shall  procure that each member of the
Group shall,  as  applicable)  implement each of the steps required for the
consummation  of the Merger and  reorganisation  of the Group in accordance
with the Steps Paper and in particular, without limitation to the foregoing
provision:

(a)  to  implement  each  of  Steps  1 and 2 set  out  on the  page  headed
     "Combination  of NTL and Telewest" of the Steps Paper,  culminating in
     the structure set out on the page headed "Interim Structure After Step
     2" such that all of those steps are  completed  on the Merger  Closing
     Date, and thereafter:

          (i)    if  a  negative  IRS  Ruling  is  obtained  prior  to  the
                 Structuring  Long-Stop  Date or the Company so elects,  to
                 implement  each  of  Steps  3  to  8  (including,  at  the
                 Company's  option,   the  alternative  Step  6x  described
                 therein)  set  out on the  page  headed  "Post-Combination
                 Restructuring  - First  Alternative  (Structure 1)" of the
                 Steps Paper,  culminating  in the structure set out on the
                 page  headed  "First  Alternative  (Structure  1) -  Final
                 Structure  (assumes  Step 6)" or the  structure set out on
                 the  page   headed   "Post-Combination   Restructuring   -
                 Alternative  Step 6x  (Structure  1)",  such that all such
                 steps are  completed  on the same  Business Day and in any
                 event  by no  later  than  10  Business  Days  after  such
                 negative  IRS  Ruling is  received,  or in the case of the
                 Company's  election,  by no  later  than  the  Structuring
                 Completion Date;

          (ii)   if  either  a  positive  IRS  Ruling  or the  Structure  2
                 Opinions are obtained prior to the  Structuring  Long-Stop
                 Date, at the option of the Borrowers:

                 (1)  to  deliver a  Structure  Notice  and  thereafter  to
                      implement  each of Steps 3 to 10  (including,  at the
                      Company's option,  alternative Steps 6Y-10Y described
                      therein)   set  out  on  the   pages   headed   "Post
                      Combination   Restructuring   -  Second   Alternative
                      (Structure 2)" of the Steps Paper, culminating in the
                      structure   set  out  on  the  page  headed   "Second
                      Alternative  (Structure 2) - Final  Structure",  such
                      that  all  such  steps  are  completed  on  the  same
                      Business  Day  and in any  event,  in the  case  of a
                      positive  IRS  Ruling,  by no later than 10  Business
                      Days after such  positive  IRS Ruling is received or,
                      in the case of a  Structure  2  Opinion,  by no later
                      than the Structuring Completion Date; or

                 (2)  to implement each of Steps 3 to 8 (including,  at the
                      Company's  option,  the alternative Step 6x described
                      therein) set out on the page headed "Post-Combination
                      Restructuring - First  Alternative  (Structure 1)" of
                      the Steps Paper, culminating in the structure set out
                      on the page headed "First Alternative (Structure 1) -
                      Final  Structure  (assumes  Step 6)" or the structure
                      set  out  on  the   page   headed   "Post-Combination
                      Restructuring  - Alternative  Step 6x (Structure 1)",
                      such that all such  steps are  completed  on the same
                      Business  Day  and in any  event,  in the  case  of a
                      positive  IRS  Ruling,  by no later than 10  Business
                      Days after such  positive  IRS Ruling is received or,
                      in the case of a  Structure  2  Opinion,  by no later
                      than the Structuring Completion Date; and

          (iii)  if a negative IRS Ruling,  a positive IRS Ruling or either
                 of the Structure 2 Opinions are not obtained  prior to the
                 Structuring  Long-Stop  Date, to implement each of Steps 3
                 to 8 (including,  at the Company's option, the alternative
                 Step 6x  described  therein)  set out on the  page  headed
                 "Post-Combination   Restructuring   -  First   Alternative
                 (Structure  1)" of the  Steps  Paper,  culminating  in the
                 structure  set out on the page headed  "First  Alternative
                 (Structure 1) - Final  Structure  (assumes Step 6)" or the
                 structure  set out on the  page  headed  "Post-Combination
                 Restructuring  - Alternative  Step 6x (Structure 1)", such
                 that all such steps are completed on the same Business Day
                 and  in  any  event  by  no  later  than  the  Structuring
                 Completion Date;

(b)  if the  Baseball  Effective  Date occurs (and Step V1 and V2 described
     below can be implemented prior to the Structuring Completion Date), to
     implement each of the Steps V1 and V2 on the page headed  "Acquisition
     of Virgin Mobile Pre-Restructuring",  culminating in the structure set
     out on the page headed "After Virgin Mobile  Pre-Restructuring",  such
     that both of those steps are  completed on the same Business Day, on a
     date falling not more than 15 days after the Baseball Effective Date;

(c)  if the Baseball Effective Date occurs after the Structuring Completion
     Date (or  Steps V1 and V2  referred  to above  cannot  be  implemented
     before the Structuring  Completion  Date) and the provisions of either
     sub-paragraphs   (a)(i),   (a)(ii)(2)  or  (a)(iii)  above  have  been
     implemented,  to  implement  each of the  Steps  0a and 0b on the page
     headed "Structure 1 Acquisition of Virgin Mobile",  culminating in the
     structure  set out on the page headed  "Structure 1 Post Virgin Mobile
     Acquisition  (assumes  Step 6)" or the  structure  set out on the page
     headed "Structure 1 Post Virgin Mobile Acquisition (assumes Step 6x)",
     such that both of those steps are  completed on the same Business Day,
     on a date falling not more than 15 days after the  Baseball  Effective
     Date; or

(d)  if the Baseball Effective Date occurs after the Structuring Completion
     Date (or  Steps V1 and V2  referred  to above  cannot  be  implemented
     before  the  Structuring   Completion   Date)  and  the  provision  of
     sub-paragraph (a)(ii)(1) above has been implemented, to implement each
     of the Steps 0a and 0b on the page headed  "Structure 2 Virgin  Mobile
     Acquisition",  culminating in the structure set out on the page headed
     "Structure 2 Post-Virgin Mobile Acquisition",  such that both of those
     steps are  completed on the same  Business  Day, on a date falling not
     more than 15 days after the Baseball Effective Date,

in each case,  with such  amendments,  variations or  modifications  as the
Ultimate  Parent shall deem  necessary,  provided  that no such  amendment,
variation or  modification  could  reasonably  be expected to be materially
adverse to the interests of the Lenders."

3.   CLAUSE 25.19 (US BORROWER) OF THE SENIOR FACILITIES AGREEMENT

Paragraph  (a) of  Clause  25.19 (US  Borrower)  of the  Senior  Facilities
Agreement and the Structure 2 Senior Facilities  Agreement shall be deleted
in its entirety and replaced by the following:

"(a) carry on any trade or business,  other than the  management of its own
     financial affairs and operations to the extent necessary in connection
     with the Finance  Documents and the  acquisition  and ownership of the
     Notes,  including without  limitation,  the opening and maintenance of
     bank accounts outside of the United Kingdom,  the granting of loans or
     other   credit,   the   borrowing   of  monies,   the  making  of  any
     distributions, and the payment of fees, costs, taxes and other charges
     properly  incurred by it in the conduct of its operations from time to
     time,  provided  always that none of the  foregoing  activities  shall
     render the US  Borrower  as  resident  for tax  purposes in the United
     Kingdom;"

4.   CLAUSE 37.2 (ASSIGNMENT OR TRANSFERS BY OBLIGORS)

Clause 37.2 (Assignment or Transfers by Obligors) of the Senior  Facilities
Agreement and the Structure 2 Senior Facilities  Agreement shall be deleted
and replaced in its entirety by the following:

"None of the rights,  benefits  and  obligations  of an Obligor  under this
Agreement  shall be  capable  of being  assigned  or  transferred  and each
Obligor  undertakes  not to seek to assign or  transfer  any of its rights,
benefits and  obligations  under this Agreement  other than,  following not
less than 10 Business Days prior  consultation  with the Facility Agent, an
assignment  or  transfer  to  another  Borrower  provided  that no Event of
Default is  continuing  or would  arise as a result of such  assignment  or
transfer."