Exhibit 10.2



To:  NTL Incorporated  (the "ULTIMATE  PARENT") for itself and as agent for
     each of the other  Obligors party to the Bridge  Facilities  Agreement
     (as defined below)





                                                              [o] May, 2006

Dear Sirs,

AMENDMENT LETTER

We refer to the Senior Bridge  Facilities  Agreement dated 3 March 2006 (as
amended,  varied,  novated or  supplemented  from time to time, the "BRIDGE
FACILITIES  AGREEMENT")  and entered  into  between,  amongst  others,  NTL
Incorporated  (formerly Telewest Global, Inc.), as Ultimate Parent, Neptune
Bridge Borrower LLC, as Initial Borrower,  Deutsche Bank AG, London Branch,
J.P.  Morgan  plc,  The  Royal  Bank  of  Scotland  Plc and  Goldman  Sachs
International as Bookrunners,  Deutsche Bank AG, London Branch, J.P. Morgan
plc,  The Royal Bank of Scotland  Plc and Goldman  Sachs  International  as
Mandated Lead  Arrangers,  J.P. Morgan Europe Limited as Facility Agent and
Security  Trustee and the financial and other  institutions  party to it as
Lenders.

Terms defined in the Bridge Facilities Agreement have the same meaning when
used in this letter (the "LETTER").  In this Letter,  "AMENDMENT  EFFECTIVE
DATE" means the date upon which the  Facility  Agent  notifies the Ultimate
Parent that it has received a copy of this Letter duly countersigned by the
Ultimate  Parent.  Any  reference in this Letter to a Clause is, unless the
context otherwise  requires,  to be construed as a reference to a Clause of
the Bridge Facilities Agreement.

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

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

(b)  the Ultimate Parent and NTL Holdings Inc. (as successor to the Initial
     Borrower)  represent and warrant that each 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)  the Ultimate Parent agrees 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.   With effect from the Amendment Effective Date:

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

     "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)  The  definition  of "Short  Term  Note" in Clause 1  (Definitions  and
     Interpretation)  of the Bridge  Facilities  Agreement shall be deleted
     and replaced with the following:

     "SHORT TERM NOTE" shall have the meaning  assigned to it by the Senior
     Facilities Agreement.

(c)  The  definition  of   "Structuring   Completion   Date"  in  Clause  1
     (Definitions and  Interpretation)  of the Bridge 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".

3.   With effect from the  Amendment  Effective  Date,  Clause 19.21 (Steps
     Paper)  of the  Bridge  Facilities  Agreement  shall  be  deleted  and
     replaced in its entirety by the following:

"19.21    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 Ultimate Parent so elects,  to implement each of
     Steps  3 to  8  (including,  at  the  Ultimate  Parent'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  Ultimate  Parent'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
     Ultimate Parent:

     (1)  to deliver a Structure Notice and thereafter to implement each of
          Steps  3 to 10  (including,  at  the  Ultimate  Parent'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 Ultimate
          Parent'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
      Ultimate Parent'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."

4.   The Facility Agent  confirms that the consent of an Instructing  Group
     has been obtained to the amendments to the Bridge  Facility  Agreement
     referred to in this Letter.

5.   Save as amended by this letter,  the Finance  Documents remain in full
     force and effect.

6.   This letter may be signed in any number of counterparts.  This has the
     same effect as if the signatures on the counterparts  were on a single
     copy of this letter.

7.   This letter is governed by English law.

Please sign and return the enclosed copy of this letter as  acknowledgement
of your agreement to the above.

Yours faithfully,




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

For and on behalf of

J.P. Morgan Europe Limited, as Facility Agent for the Lenders

Name:

Title:



Accepted and agreed




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

For and on behalf of

NTL Incorporated, for itself and as agent for each of the other Obligors.

Name:

Title: