DATED 23rd December 1997
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                                 LOAN AGREEMENT

                                      for a

                      (UK Pound)200,000,000 Credit Facility

                                       to

                           COMCAST UK HOLDINGS LIMITED

                              THE BANK OF NEW YORK
                                       and
                                 BANQUE PARIBAS
                                 Lead Arrangers

                                BARCLAYS CAPITAL
                                       and
                         THE ROYAL BANK OF SCOTLAND PLC
                                  Co-Arrangers


                              THE BANK OF NEW YORK
                                      Agent


                              THE BANK OF NEW YORK
                                Security Trustee


                                   Norton Rose
                                     London
<PAGE>

                                    CONTENTS
<TABLE>
<CAPTION>
Clause                                          Heading                                             Page

<S>     <C>                                                                                           <C>
1        Purpose and definitions.......................................................................5
         1.1      Purpose..............................................................................5
         1.2      Definitions..........................................................................5
         1.3      Headings............................................................................22
         1.4      Construction of certain terms.......................................................22
         1.5      Majority Banks......................................................................23
         1.6      Agent's Opinion.....................................................................23
         1.7      Bank Commitments....................................................................23

2        The Facility.................................................................................24
         2.1      Amount..............................................................................24
         2.2      Obligations several.................................................................24
         2.3      Interests several...................................................................24

3        Conditions...................................................................................25
         3.1      Documents and evidence..............................................................25
         3.2      General conditions precedent........................................................25
         3.3      Waiver of conditions precedent......................................................25
         3.4      Conditions subsequent...............................................................25

4        Advances.....................................................................................26
         4.1      Tranche A and Tranche B.............................................................26
         4.2      Maximum Tranche A outstandings......................................................26
         4.3      Maximum Tranche B outstandings......................................................26
         4.4      Maximum aggregate outstanding Advances..............................................26
         4.5      Drawdown............................................................................27
         4.6      Rollover............................................................................27
         4.7      Conversion to Tranche A.............................................................27
         4.8      Conversion to Tranche B.............................................................28
         4.9      Term and Amount of Advances.........................................................28
         4.10     Notification to Banks...............................................................29
         4.11     Termination of Commitments..........................................................29
         4.12     Repayment of Advances...............................................................29

5        Interest and Interest Periods; alternative interest rates....................................30
         5.1      Normal interest rates...............................................................30
         5.2      Tranche A Margin....................................................................30
         5.3      Tranche B Margin....................................................................30
         5.4      Conversion Margin...................................................................31
         5.5      Interest Periods....................................................................31
         5.6      Default interest....................................................................31
         5.7      Notification of Interest Periods and interest rate..................................32
         5.8      Market disruption; non-availability.................................................32

                                       1
<PAGE>
         5.9      Reference Bank quotations...........................................................33

6        Repayment, prepayment and cancellation.......................................................34
         6.1      Repayment of the Tranche A Loan.....................................................34
         6.2      Repayment of the Tranche B Loan.....................................................34
         6.3      Voluntary prepayment................................................................34
         6.4      Additional voluntary prepayment.....................................................34
         6.5      Amounts payable on prepayment.......................................................34
         6.6      Notice of prepayment................................................................35
         6.7      Cancellation of Commitments.........................................................35

7        Fees and expenses............................................................................36
         7.1      Fees................................................................................36
         7.2      Expenses............................................................................36
         7.3      Value Added Tax.....................................................................37
         7.4      Stamp and other duties..............................................................37

8        Payments and Taxes; accounts and calculations................................................38
         8.1      No set-off or counterclaim; distribution to the Banks...............................38
         8.2      Payments by the Banks...............................................................38
         8.3      Agent may assume receipt............................................................38
         8.4      Non-Banking Days....................................................................38
         8.5      Calculations........................................................................39
         8.6      Certificates conclusive.............................................................39
         8.7      Grossing-up for Taxes...............................................................39
         8.8      Qualifying Banks....................................................................39
         8.9      Claw-back of Tax benefit............................................................40
         8.10     Bank accounts.......................................................................40
         8.11     Partial payments....................................................................41
         8.12     Effect of monetary union............................................................42

9        Representations and warranties...............................................................43
         9.1      Repeated representations and warranties.............................................43
         9.2      Further representations and warranties..............................................47
         9.3      Repetition..........................................................................50

10       Subordination................................................................................51
         10.1     Restricted Payments.................................................................51

11       Positive covenants...........................................................................51
         11.1     Covenants...........................................................................51

12       Negative covenants...........................................................................60
         12.1     Covenants...........................................................................60

13       Financial covenants..........................................................................63
         13.1     Covenants...........................................................................63
         13.2     Auditors certificate................................................................64

                                       2
<PAGE>
         13.3     Cure provisions.....................................................................64

14       Events of Default............................................................................65
         14.1     Events of Default...................................................................65
         14.2     Acceleration........................................................................71
         14.3     On demand basis.....................................................................71

15       Indemnities..................................................................................73
         15.1     Miscellaneous indemnities...........................................................73
         15.2     Currency indemnity..................................................................73
         15.3     Environmental indemnity.............................................................74

16       Unlawfulness and increased costs; mitigation.................................................75
         16.1     Unlawfulness........................................................................75
         16.2     Increased costs.....................................................................75
         16.3     Exceptions..........................................................................76
         16.4     Further exception...................................................................76
         16.5     Mitigation..........................................................................77

17       Set-off and pro rata payments................................................................78
         17.1     Set-off.............................................................................78
         17.2     Pro Rata Payments...................................................................78
         17.3     No release..........................................................................79
         17.4     No charge...........................................................................79

18       Assignment, Substitution and Lending Offices.................................................80
         18.1     Benefit and Burden..................................................................80
         18.2     No Assignment by the Borrower or its Subsidiaries...................................80
         18.3     Assignment by Banks.................................................................80
         18.4     Substitution........................................................................80
         18.5     Reliance on Substitution Certificate................................................81
         18.6     Authorisation of Agent..............................................................81
         18.7     Construction of certain references..................................................81
         18.8     Lending offices.....................................................................81
         18.9     Disclosure of information...........................................................82
         18.10    Confidentiality undertaking.........................................................82
         18.11    Limitation on certain obligations...................................................82

19       Arrangers, Agent and Reference Banks.........................................................83
         19.1     Appointment of Agent................................................................83
         19.2     Amendments to this Agreement........................................................83
         19.3     Rights of Agent, Security Trustee and each Arranger as Bank; no partnership.........83
         19.4     No liability of the Arrangers, the Security Trustee and Agent.......................84
         19.5     Agent's duty to notify and take action..............................................84
         19.6     Identity of the Banks...............................................................85
         19.7     Non-reliance on the Arrangers, the Security Trustee or the Agent....................85

                                       3

<PAGE>
         19.8     No Responsibility on Arrangers, Security Trustee or Agent for Borrower's, etc.
                  performance.........................................................................85
         19.9     Other dealings......................................................................86
         19.10    Reimbursement and indemnity by Banks................................................86
         19.11    Retirement of Agent.................................................................86
         19.12    Change of Reference Banks...........................................................87
         19.13    Security Documents..................................................................87

20       Notices and other matters....................................................................89
         20.1     Notices.............................................................................89
         20.2     Notices through the Agent...........................................................90
         20.3     No implied waivers, remedies cumulative.............................................90
         20.4     Counterparts........................................................................90

21       Governing law and jurisdiction...............................................................91
         21.1     Law.................................................................................91
         21.2     Submission to jurisdiction..........................................................91
         21.3     Agent for service of process........................................................91

SCHEDULE

1        Part A - The Original Charging Subsidiaries..................................................92
         Part B - The Banks and their Commitments.....................................................93

2        Part A - Form of Drawdown Notice.............................................................94
         Part B - Form of Rollover Notice.............................................................96
         Part C - Form of Conversion Notice...........................................................97

3        Documents and evidence required as conditions precedent......................................98

4        Calculation of Additional Cost..............................................................101

5        Form of Substitution Certificate............................................................103

6        Part A - Form of Compliance Certificate to be issued by an Authorised Officer of 
         the Borrower................................................................................107
         Part B - Form of Compliance Certificate to be issued by the auditors of the Group...........109

7        Form of Deed of Subordination...............................................................111

8        Licences....................................................................................125

9        Barclays Encumbrances.......................................................................126
</TABLE>
                                       4
<PAGE>
THIS AGREEMENT is dated 23rd December 1997

BETWEEN:

(1)  COMCAST UK HOLDINGS LIMITED as Borrower;

(2)  THE SUBSIDIARIES OF THE BORROWER set out in part A of schedule 1 as
     Original Charging Subsidiaries;

(3)  THE BANK OF NEW YORK and BANQUE PARIBAS as Lead Arrangers and BARCLAYS
     CAPITAL and THE ROYAL BANK OF SCOTLAND PLC as Co-Arrangers;

(4)  THE BANKS AND FINANCIAL INSTITUTIONS whose names and addresses are set out
     in part B of schedule 1;

(5)  THE BANK OF NEW YORK as Agent; and

(6)  THE BANK OF NEW YORK as Security Trustee.

IT IS AGREED as follows:

1         Purpose and definitions

1.1       Purpose

         This Agreement  sets out the terms and  conditions  upon and subject to
         which all of the Banks agree,  according to their several  obligations,
         to make  available  to the  Borrower  a  credit  facility  of up to (UK
         Pound)200,000,000  to be used (i) to  assist  in the  financing  of the
         capital  expenditure,  working capital  requirements  and other related
         requirements  necessary for the  construction  and operation of all the
         cable telephony and television  franchises of the Group,  (ii) to repay
         shareholder  loans  made to the Group as  permitted  under the terms of
         this Agreement, (iii) in respect of Tranche B, to refinance outstanding
         Advances  under Tranche A as permitted by this  Agreement,  and (iv) to
         pay the bank fees and costs incurred by the Borrower in relation to the
         negotiation,  preparation  and  execution  of  this  Agreement  and the
         Security Documents.

1.2       Definitions

         In this Agreement, unless the context otherwise requires:

         "1998 Budget" means the budget for the Group for the period commencing
         on 1 January 1998 and ending on 31 December 1998 in the agreed form;

         "Additional  Cost"  means  in  relation  to  any  period  a  percentage
         calculated  for  such  period  at an  annual  rate  determined  by  the
         application of the formula set out in schedule 4;

                                       5
<PAGE>

         "Advance" means each borrowing of a portion of the Commitments by the
         Borrower or (as the context may require) the principal amount of such
         borrowing;

         "Agent"  means The Bank of New York of 46 Berkeley  Street,  London W1X
         6AA or such  other  person  as may be  appointed  agent  for the  Banks
         pursuant to clause 19.11;

         "Agreed  Base  Case"  means the base  case  financial  and  operational
         projections  for the Group  produced by the  Borrower  contained in the
         Information Memorandum;

         "Annual  Budget"  means a  budget  in  respect  of the  Group  for each
         financial year containing  information of the same type and to the same
         level of detail as the 1998 Budget or containing such other information
         or to such other level of detail as has,  at the  relevant  time,  been
         approved  in writing  by the Agent  acting on the  instructions  of the
         Majority Banks;

         "Arrangers" means the Lead Arrangers and the Co-Arrangers;

         "Assignee" has the meaning ascribed thereto in clause 18.3;

         "Associated Company" has the meaning attributed thereto in Section 416
         of the Income and Corporation Taxes Act 1988;

         "Authorised  Officer"  means that  officer or officers of the  Borrower
         authorised to sign Compliance Certificates,  Drawdown Notices, Rollover
         Notices,   Conversion  Notices  and  any  other  notices,  requests  or
         confirmations referred to in this Agreement or relating to the facility
         granted pursuant to this Agreement;

         "Banking  Day" means a day  (other  than  Saturday  or Sunday) on which
         dealings in Sterling  deposits  are carried on in the London  Interbank
         Market  and (if  payment is  required  to be made on such day) on which
         banks are open for business in London;

         "Banks" means the banks and financial  institutions listed in part B of
         schedule  1 and  includes  their  successors  in title,  Assignees  and
         Substitutes;

         "Barclays Encumbrances" means those encumbrances details of which are
         set out in schedule 9;

         "Borrowed Money" means  Indebtedness  (including,  for the avoidance of
         doubt,   but  without   double   counting,   any   guarantees  of  such
         Indebtedness)  in  respect  of (i) money  borrowed  or raised and debit
         balances  at banks,  (ii) any bond,  note,  loan  stock,  debenture  or
         similar  debt  instrument,   (iii)  acceptance  or  documentary  credit
         facilities,  (iv) receivables  sold or discounted  (otherwise than on a
         non-recourse basis), (v) payments for assets or services acquired which
         provide for such  payments  to be deferred  for a period of 120 days or
         more after the relevant  assets or services  were  supplied,  (vi) hire
         purchase  contracts,  (vii) principal elements of rental payments under
         Finance Leases, (viii) guarantees,  bonds, standby letters of credit or
         other  instruments   issued  in  connection  with  the  performance  of
         contracts  to the 

                                       6
<PAGE>

         extent that the same are treated as borrowings  in accordance  with the
         generally accepted  principles and practices used in the preparation of
         the most recent audited financial  statements of the Group delivered to
         the  Agent  under  this  Agreement  and  (ix)  any  other   transaction
         (including without  limitation forward sale or purchase  agreements and
         issues  of  redeemable  shares)  having  the  commercial  effect  of  a
         borrowing or raising of money entered into for the purpose of financing
         a person's operational or capital requirements  provided that in making
         any  calculation of Borrowed Money under this Agreement no Indebtedness
         shall be taken into account more than once;

         "Borrower" means Comcast UK Holdings Limited,  a company  registered in
         Bermuda,  whose  registered  office  is at  Clarendon  House,  2 Church
         Street, Hamilton HM11, Bermuda;

         "BT  Inter-Connect  Agreements"  means the  agreements  each dated 30th
         October 1996 or 26th March 1997 between  Security  Obligors (other than
         the  Borrower)  and  British   Telecommunications  plc  and  any  other
         agreements  for the  provision  of  substantially  similar  services on
         substantially  similar  terms  to  such  agreements  or on  terms  more
         beneficial to the relevant  Security  Obligor entered into between such
         Security Obligor and British Telecommunications plc;

         "Cable  Systems" means the  telecommunications  and television  systems
         constructed  or to be  constructed  in the  Franchises and includes any
         part  of  any  such  system  and  all   modifications,   substitutions,
         replacements, renewals and extensions made to such systems;

         "Charging  Subsidiaries"  means the Original Charging  Subsidiaries and
         any other company which may from time to time accede to this  Agreement
         and any relevant Security Documents pursuant to a Supplemental Deed;

         "Co-Arrangers"  means Barclays Capital (the investment banking division
         of Barclays Bank PLC) of 5 The North  Colonnade,  Canary Wharf,  London
         E14 4BB and  The  Royal  Bank of  Scotland  plc of  Waterhouse  Square,
         138-142 Holborn, London EC1N 2TH;

         "Comcast"   means  Comcast  UK  Cable  Partners   Limited,   a  company
         incorporated in Bermuda whose registered  office is at Clarendon House,
         2 Church Street, Hamilton, HM11, Bermuda;

         "Comcast Group" means Comcast and its Subsidiaries from time to time;

         "Comcast Share  Mortgage"  means the mortgage of shares in the Borrower
         to be entered into by Comcast in favour of the Security  Trustee in the
         agreed form;

         "Commitment"  means in relation to a Bank the amount set  opposite  its
         name in part B of  schedule  1 or, as the case may be, in any  relevant
         Substitution  Certificate,  as  amended  by any  relevant  term of this
         Agreement;

                                       7
<PAGE>
         "Compliance  Certificate" means either (i) a certificate  substantially
         in the form set out in schedule 6A in  relation to the  compliance  (or
         otherwise)  with the  undertakings in clause 13 issued by an Authorised
         Officer  in  relation  to  Quarterly  Management  Accounts  or  (ii)  a
         certificate  substantially  in  the  form  set  out in  Schedule  6B in
         relation to the  compliance  (or otherwise)  with the  undertakings  in
         clause 13 issued by the  auditors  of the Group in  relation  to annual
         financial statements;

         "Consolidated Annualised Net Operating Cash Flow" means, for the Group,
         twice the  aggregate of the  Consolidated  Net  Operating  Cash Flow in
         respect of the relevant Six Month Period for the Group;

         "Consolidated  Net Operating  Cash Flow" means,  in respect of each Six
         Month  Period,  the Net  Income  of the Group  (plus any  depreciation,
         amortisation,  other non-cash expenses and non-cash taxes,  interest or
         other charges in respect of Borrowed Money) but excluding:

         (i)      any  extraordinary  income,  as  defined,  at the date of this
                  Agreement,  by  Statement  of Standard  Accounting  Practice 3
                  (except to the extent  that the same is used to meet a related
                  extraordinary  expense),  net of any Taxes  paid or payable in
                  respect of such  income,  of the Group  during  such Six Month
                  Period;

         (ii)     any  interest  income,  net of any Taxes  paid or  payable  in
                  respect  of such  income,  of the  Group  for such  Six  Month
                  Period;

         all as determined in accordance with UK GAAP used in the preparation of
         and as shown in the financial  statements,  Monthly Management Accounts
         or  Quarterly  Management  Accounts  in respect  of  periods  within or
         covering  such Six Month  Period  prepared  and  delivered to the Agent
         pursuant to clause  11.1(f),  clause  11.1(g) or clause 11.1(h) (as the
         case may be);

         "Contribution"  means in relation to a Bank the principal amount of the
         Loan owing to such Bank at any relevant time;

         "Consultant Agreement" means the consulting agreement between Cambridge
         Cable Limited and Comcast U.K. Consulting, Inc dated 12th June 1992, as
         amended and restated from time to time;

         "Conversion  Date"  means  the  date,  as  specified  in  the  relevant
         Conversion  Notice,  on which any Advance made under Tranche A is to be
         converted to an Advance under Tranche B, or vice versa, in each case in
         accordance with the terms of this Agreement;

         "Conversion  Notice"  means  a  notice  substantially  in the  form  of
         schedule 2C;

                                       8
<PAGE>

         "Debenture" means the composite  guarantee and debenture and/or several
         guarantee  and  debentures  entered  into or to be entered  into by the
         Security Obligors in favour of the Security Trustee in the agreed form;

         "Deed of  Subordination"  means a deed of  subordination  to be entered
         into between  Comcast and the Security  Trustee or any other person and
         the  Security   Trustee  pursuant  to  the  terms  of  this  Agreement,
         substantially in the form of schedule 7;

         "Default" means any Event of Default or any event or circumstance which
         with (i) the giving of any notice referred to in this  Agreement,  (ii)
         the lapse of any period of time referred to in this  Agreement or (iii)
         the  satisfaction of any other condition  referred to in this Agreement
         (or any  combination of (i), (ii) and (iii) above) would  constitute an
         Event of Default;

         "Disclosure  Letter" means the letter of even date from the Borrower to
         the Agent;

         "Drawdown  Date" means the date being a Banking Day on which an Advance
         is or is to be drawn down;

         "Drawdown Notice" means a notice  substantially in the form of schedule
         2A;

         "Encumbrance"  means any mortgage,  charge (whether fixed or floating),
         pledge, lien, hypothecation, assignment, assignation, trust arrangement
         or security  interest of any kind securing any obligation of any person
         or any  other  type  of  preferential  arrangement  (including  without
         limitation title transfer and/or retention  arrangements having similar
         effect);

         "Environmental   Claim"   means  any   claim,   notice  of   violation,
         prosecution, demand, action, official warning, abatement or other order
         (condition or  otherwise),  relating to  Environmental  Matters and any
         notification  or  order  requiring  compliance  with  the  terms of any
         Environmental Licence or Environmental Law;

         "Environmental Laws" includes all or any laws,  statutes,  regulations,
         treaties,  and judgments of any governmental authority or agency or any
         regulatory body in any jurisdiction in which any member of the Group is
         formed or carries on business  or the  European  Community  relating to
         Environmental  Matters  applicable  to any  member of the Group  and/or
         construction,  installation  and  operation  of  cable  television  and
         telecommunications   systems  in  the   Franchises   and/or  any  other
         activities  from  time to time  carried  on by any  member of the Group
         and/or the occupation or use of any property owned,  leased or occupied
         by any member of the Group;

         "Environmental  Licence"  means  any  permit,  licence,  authorisation,
         consent or other approval required at any time by any Environmental Law
         (but excluding, for the avoidance of doubt, planning permission, listed
         building   consent  and   building   regulation   approvals)   for  the
         construction,  installation  and  operation  of  cable  television  and
         telecommunications   systems  in  the   Franchises   and/or  any  other
         activities from time to time carried on by any member of the Group;

                                       9
<PAGE>
         "Environmental Matters" means: (i) any generation,  deposit,  disposal,
         keeping,   treatment,   transportation,   transmission,   handling   or
         manufacture  of any waste (as defined in the  Environmental  Protection
         Act 1990) or any Relevant Substance;  (ii) nuisance,  noise,  defective
         premises,  health  and  safety  at work or  elsewhere;  and  (iii)  the
         pollution,  conservation or protection of the environment (both natural
         and  built)  or  of  man  or  any  living  organism  supported  by  the
         environment (both natural and built);

         "Event of Default" means any of the events or  circumstances  described
         in clause 14.1;

         "Exchange Act" means the US Securities Act of 1934, as amended;

         "Finance  Lease" means a lease treated as a finance  lease  pursuant to
         applicable   accounting  standards  (including  at  the  date  of  this
         Agreement, Statement of Standard Accounting Practice 21);

         "Franchises" means those areas in which, pursuant to the Licences,  the
         Group is  permitted  to operate a cable  television  network  and, if a
         relevant  Licence  has  been  issued  at the  relevant  time,  a  cable
         telecommunications network pursuant to the Licences;

         "Group" means the Borrower and its Subsidiaries from time to time;

         "Indebtedness"  means any  obligation  for the payment or  repayment of
         money, whether as principal or as surety and whether present or future,
         actual or contingent;

         "Indemnity"  means an indemnity issued or to be issued by any member of
         the Group in favour of a bank in relation to a bond issued by such bank
         in  favour  of any  regulatory  body or other  person  pursuant  to any
         Telecommunications and Cable Laws;

         "Information  Memorandum" means the information  memorandum of November
         1997  prepared in relation to the  Borrower  and the  facility  granted
         pursuant to this Agreement;

         "Intellectual  Property Rights" means any patent,  trade mark,  service
         mark,  registered design,  trade name or copyright required to carry on
         the business of constructing,  installing or operating cable television
         and telecommunication systems in the Franchises and such other business
         as may be permitted by the terms of this Agreement and which is carried
         on at the relevant time;

         "Interest  Payment Date" means the last day of an Interest Period (and,
         in the case of an Interest  Period of more than six  months,  the dates
         falling at six monthly intervals from the commencement of such Interest
         Period);

         "Interest  Period" means,  in relation to any Advance,  each period for
         calculation  of  interest  in respect of such  Advance  ascertained  in
         accordance with clause 5.5;

                                       10
<PAGE>

         "Lead  Arrangers"  means  The Bank of New York of 46  Berkeley  Street,
         London W1X 6AA and Banque  Paribas of 10  Harewood  Avenue,  London NW1
         6AA;

         "LIBOR" means, in relation to a particular period:

          (a)  the rate (expressed as a percentage) for deposits of Sterling for
               a period  equivalent to such period which appears on page 3750 of
               the  Telerate  Service  (or any page  replacing  page 3750) at or
               about 11 a.m. on the first day of such period; or

          (b)  if no such quotation appears on the relevant page of the Telerate
               Service,  the arithmetic mean (expressed as a percentage  rounded
               upwards if necessary  to the nearest four decimal  places) of the
               rates  respectively  quoted to the Agent by each of the Reference
               Banks  at the  request  of the  Agent  as such  Reference  Bank's
               offered rate for deposits of Sterling in an amount  approximately
               equal  to  the  amount  in  relation  to  which  LIBOR  is  to be
               determined for a period  equivalent to such period to prime banks
               in the London  Interbank  Market at or about 11 a.m. on the first
               day of such period;

         "Licences"  means the licences  which are set out in schedule 8 and, if
         applicable,  any other licences issued to any member of the Group under
         any Telecommunications and Cable Laws;

         "Loan" means the  aggregate  principal  amount owing to the Banks under
         this Agreement at any relevant time;

         "Majority  Banks" means Banks the aggregate of whose  Contributions  at
         any relevant  time exceeds 66K per cent.  of the Loan or, if no Advance
         is then outstanding, the aggregate of whose Commitments exceeds 66K per
         cent. of the total of the Commitments of all of the Banks;

         "Management  Fees" means any  management,  consultancy  or similar fees
         payable by any member of the Group to any Restricted Person pursuant to
         the Consultant Agreements;

         "Margin"  shall be calculated in accordance  with clause 5.2 or 5.3 (as
         applicable)  provided  that,  for the purposes of clause 5.6,  "Margin"
         shall be calculated in accordance  with clause 5.3 (unless the relevant
         outstanding  sum was  outstanding  under  Tranche A in which  event the
         Margin shall be calculated in accordance with clause 5.2);

         "Material  Adverse  Effect"  means a  material  adverse  effect  on the
         ability of the  members of the Group  (taken as a whole) to perform all
         or any of their respective  obligations  under or otherwise comply with
         the terms of this  Agreement or any of the Security  Documents to which
         they are a party;

         "Material  Financial Adverse Effect" means a material adverse effect on
         the ability of the  members of the Group  (taken as a whole) to perform
         all or any of their 

                                       11
<PAGE>
         respective  payment  obligations  under  this  Agreement  or any of the
         Security Documents to which they are a party;

         "month"  means a period  beginning in one calendar  month and ending in
         the next calendar month on the day numerically corresponding to the day
         of the  calendar  month on which it started,  provided  that (i) if the
         period  started on the last Banking Day in a calendar month or if there
         is no such  numerically  corresponding  day,  it shall  end on the last
         Banking Day in such next  calendar  month and (ii) if such  numerically
         corresponding  day is not a Banking  Day,  the period  shall end on the
         next  following  Banking Day in the same calendar month but if there is
         no such  Banking  Day it shall  end on the  preceding  Banking  Day and
         "months" and "monthly" shall be construed accordingly;

         "Monthly Management  Accounts" means the monthly management accounts of
         the Group to be  delivered  (or which  may be  delivered)  to the Agent
         pursuant to clause 11.1(h) in the agreed form or containing information
         of the same type as is required by such form;

         "Mortgagor"  means  Comcast  and any other  person who has  charged its
         interest in any shares in the Borrower to the Security Trustee;

         "Necessary  Authorisations"  means all  approvals,  authorisations  and
         licences  (other than the Licences) from, all rights granted by and all
         filings,  registrations  and  agreements  with  any  person  including,
         without  limitation,  any  government  or  other  regulatory  authority
         necessary  in order to enable  each  member of the Group to  construct,
         maintain  and  operate  the Cable  Systems  and to carry on such  other
         business as may be permitted by the terms of this  Agreement  and which
         is carried on at the relevant time;

         "Net Income" means,  for any period,  the net profit after Taxes of the
         Group arising out of the use or operation of the Cable Systems for such
         period as determined in accordance with UK GAAP used in the preparation
         of and  as  shown  in  the  financial  statements,  Monthly  Management
         Accounts  or  Quarterly  Management  Accounts in respect of such period
         prepared and delivered to the Agent pursuant to clause 11.1(f), 11.1(g)
         or 11.1(h);

         "Network Operating Services" means:

          (a)  engineering:  designing,  sizing and implementing trunk networks,
               switches and transmissions equipment;

          (b)  monitoring and maintenance: monitoring switches and trunk network
               for faults and providing  remote  maintenance in connection  with
               such faults where possible;

          (c)  provisioning:  programming  the  switches in order to add or drop
               customers and change existing services;

                                       12
<PAGE>
          (d)  access  billing:  billing  inter-connect  buyers  of the  telecom
               services and reconciling  invoices from suppliers of such telecom
               services; and

          (e)  data collection:  collection of switch records and processing the
               same in such a way to ensure they can be  utilised  by  franchise
               billing systems;

         "Original  Charging  Subsidiaries"  means those  companies whose names,
         registered  numbers  and  registered  offices  are set out in part A of
         schedule 1;

         "Network  Service Centre  Agreement"  means the  arrangements  effected
         pursuant to the  Agreement  dated 16th May 1994 and  expressed  to take
         effect from 1st January  1993  between  TeleWest  Communications  Group
         Limited (1) Birmingham Cable  Corporation  Limited (2) Cable London plc
         (3) London South Cable  Partnership  (4) United Artists  Communications
         (Scotland)  Venture  (5) United  Artists  Communications  (North  East)
         Partnership (6) United Artists  Communications  (Cotswolds) Venture (7)
         United Artists  Communications  (South East) Partnership (8) Avon Cable
         Joint Venture (9) The Cable Corporation Limited (10) IVS Cable Services
         Limited (11) Comcast Teesside Limited (12) and others from time to time
         (13)  pursuant to which  Network  Operating  Services  were provided in
         relation to, inter alia, the Cable Systems;

         "Permitted Borrowings" means:

               (i)  any Borrowed  Money arising  hereunder or under the Security
                    Documents;

               (ii) any  Borrowed  Money  approved  by the Agent  (acting on the
                    instruction of the Majority Banks);

               (iii)any Borrowed Money  included  within  Permitted  Intra-Group
                    Transactions or Permitted Guarantees;

               (iv) any  Borrowed   Money   arising   under  the  interest  rate
                    protection  arrangements  referred  to in clause  11.1(y) or
                    clause 12.1(i);

               (v)  Subordinated Debt;

               (vi) any  Borrowed  Money  outstanding  to any bank  (which has a
                    credit rating from Standard & Poor's  Corporation or Moody's
                    Investors  Service Inc. of A (or its  equivalent) or better)
                    with  whom  any  Security  Obligor  has  a  cash  management
                    arrangement  in place  provided  that (a) the  aggregate net
                    amounts  of  Borrowed  Money  outstanding  to all such banks
                    (after  taking  account  of  deposits  made by all  Security
                    Obligors  with  the  relevant  banks)  does not  exceed  (UK
                    Pound)500,000  or the excess above (UK  Pound)500,000  would
                    not otherwise be prohibited under this Agreement and (b) the
                    accounts which are subject to such cash  management  account
                    arrangements  are all  operated  on the  basis of a  balance

                                       13
<PAGE>
                    which can  fluctuate up or down on a daily basis and are not
                    either loan or deposit accounts (howsoever described);

               (vii)any Borrowed Money arising under  Indemnities  not exceeding
                    (UK Pound)250,000 for each Franchise;

               (viii) the Borrowed Money (a) of up to a principal  amount of (UK
                    Pound)320,000  made available by Barclays Bank PLC to Anglia
                    Cable  Communications  Limited  pursuant to a Business  Loan
                    Agreement  dated 28th July 1993 (as  reduced  in  accordance
                    with the terms thereof) and (b) of up to a principal  amount
                    of (UK Pound)333,110  made available by Barclays Bank PLC to
                    Cambridge   Cable  Limited   pursuant  to  a  Business  Loan
                    Agreement  dated 28th July 1993 (as  reduced  in  accordance
                    with the terms thereof);

               (ix) any Borrowed Money not within paragraphs (i) to (viii) above
                    and   not   exceeding   at  any   time  in   aggregate   (UK
                    Pound)25,000,000,  provided  that (other than in relation to
                    an  amount  not in excess  of (UK  Pound)3,000,000  (counted
                    within the  aggregate  limit of (UK  Pound)25,000,000))  the
                    Borrowed Money is applied in respect of the financing of the
                    acquisition of switches,  motor vehicles and other equipment
                    required in relation to the Group's business permitted to be
                    carried out by the terms of this Agreement;

         "Permitted Disposals" means:

          (i)  the  application  of cash in (a) the  acquisition  of  assets  or
               services in the  ordinary  course of  business,  or the making of
               loans in the ordinary  course of business  not, in any such case,
               prohibited  by the  terms  of  this  Agreement  or  any  Security
               Document,  (b) the  repayment  of  Permitted  Borrowings  and the
               servicing  thereof  provided  that the same is not  prohibited or
               otherwise  restricted  by the terms of this  Agreement or (c) the
               making of Permitted Investments;

          (ii) any disposals  approved by the Agent (acting on the  instructions
               of the Majority Banks);

          (iii)the placing of deposits  with banks  (which have a credit  rating
               from Standard & Poor's  Corporation or Moody's  Investor  Service
               Inc. of A (or its equivalent) or better) not in  contravention of
               the terms of this Agreement or any Security Document;

          (iv) the sale of property or other assets (but excluding any ownership
               interest  in any  Security  Obligor)  on bona  fide  arms  length
               commercial terms in the ordinary course of business to the extent
               that the net  proceeds of sale are applied  forthwith  after such
               sale  in the  acquisition  of  assets  of a  similar  nature  and
               approximately   equal  value  to  be  used  in  the  business  of
               constructing,   installing  or  operating  cable  television  and
               telecommunications  systems in the areas  covered by the Licences
               or any directly  related  business  reasonably  considered  to be
               financially beneficial to such business;

                                       14
<PAGE>

          (v)  disposals within Permitted Intra-Group Transactions;

          (vi) the  disposal  of  assets  pursuant  to any  sale  and  leaseback
               transactions  which are  permitted  by and fall within  paragraph
               (ix) of the definition of Permitted Borrowings; and

          (vii)disposals  of assets on bona fide arm's length  commercial  terms
               by a Security  Obligor  (other than any disposals  referred to in
               paragraphs (i) to (vi)  (inclusive)  above) where such assets are
               obsolete or no longer  required for the purposes of such Security
               Obligor's business;

         "Permitted Encumbrances" means:

          (i)  any  Encumbrance  arising  hereunder or under any of the Security
               Documents;

          (ii) each  Barclays  Encumbrance  in  relation  only  to the  relevant
               Borrowed Money referred to in paragraph  (viii) of the definition
               of Permitted Borrowings;

          (iii)any Encumbrance  which the Agent,  acting on the  instructions of
               the Majority Banks,  has at any time in writing agreed shall be a
               Permitted Encumbrance;

          (iv) any  Encumbrance  arising in the  ordinary  course of business by
               operation of law;

          (v)  any Encumbrance in favour of any bank incurred in relation to any
               cash management or interest netting arrangements;

          (vi) rights of set-off arising in the normal course of business;

          (vii)any retention of title of goods supplied to any Security  Obligor
               where  such  retention  is agreed in the  ordinary  course of its
               trading  activities and on normal  commercial terms provided that
               the purchase  price relating to such goods is required to be paid
               within  120 days of the  date on which  the  relevant  goods  are
               supplied;

          (viii) (for the  avoidance  of doubt) any  Encumbrance  arising  under
               Finance  Leases where the title to the  relevant  assets does not
               vest in any Security  Obligor to the extent  amounts  outstanding
               under  such  Finance  Leases  fall  under  paragraph  (ix) of the
               definition of Permitted Borrowings; and

          (ix) any  Encumbrance  not  within  paragraphs  (i)  to  (viii)  above
               provided  that (a) the  aggregate  the  Indebtedness  secured  by

                                       15
<PAGE>
               Encumbrances permitted under this paragraph (ix) shall not exceed
               (UK  Pound)25,000,000  and (b) (other than in relation to secured
               Indebtedness not in excess of (UK Pound)3,000,000 (counted within
               the aggregate limit of (UK  Pound)25,000,000)) the Encumbrance is
               provided  in  respect  of the  financing  of the  acquisition  of
               switches, motor vehicles and other equipment required in relation
               to the Group's business  permitted to be carried out by the terms
               of this Agreement;

         "Permitted Guarantees" means:

          (i)  any  guarantees  or  indemnities  arising  hereunder or under the
               Security Documents;

          (ii) any  guarantees or  indemnities  approved by the Agent (acting on
               the instructions of the Majority Banks);

          (iii)any  guarantees  or   indemnities   included   within   Permitted
               Intra-Group Transactions;

          (iv) any  guarantees  or   indemnities   included   within   Permitted
               Borrowings;

          (v)  guarantees  of (a)  Cambridge  Cable  Limited  given in favour of
               Barclays Bank PLC dated 23rd  September  1993 in relation only to
               the relevant Borrowed Money referred to in paragraph (viii)(a) of
               the  definition  of  Permitted  Borrowings  and (b) Anglia  Cable
               Communications Limited given in favour of Barclays Bank PLC dated
               23rd  September  1993 in relation  only to the relevant  Borrowed
               Money  referred to in paragraph  (viii)(b) of the  definition  of
               Permitted Borrowings;

          (vi) any guarantees or indemnities not included in paragraphs  (i)-(v)
               (inclusive)   above  provided  that  (a)  the  maximum  liability
               thereunder  (actual or contingent)  when  aggregated with amounts
               outstanding  as Borrowed  Money  permitted by virtue of paragraph
               (ix) of the  definition of Permitted  Borrowings do not exceed in
               aggregate (UK Pound)25,000,000 and (b) (other than in relation to
               liabilities  thereunder  (actual or contingent)  not in excess of
               (UK  Pound)3,000,000  (counted  within the aggregate limit of (UK
               Pound)25,000,000))  the  guarantee  or  indemnity  is provided in
               respect of the financing of the  acquisition  of switches,  motor
               vehicles and other equipment  required in relation to the Group's
               business  permitted  to be  carried  out by  the  terms  of  this
               Agreement;

         "Permitted Intra-Group Transactions" means:

          (i)  loans made by a Security Obligor to another Security Obligor;

          (ii) any transaction approved as a Permitted  Intra-Group  Transaction
               by the Agent (acting on the instructions of the Majority Banks);

                                       16
<PAGE>
          (iii)the payment or  declaration  of any dividend,  return on capital,
               repayment of capital  contributions or other distributions by any
               Security Obligor to a shareholder which is a Security Obligor;

          (iv) the purchase, acquisition, sale or disposal of assets or revenues
               (including,  without limitation,  the acquisition of any business
               or interest  therein) by a Security  Obligor from or, as the case
               may be, to  another  Security  Obligor  provided  such  assets or
               revenues  remain  charged to the Security  Trustee  pursuant to a
               Security Document;

          (v)  the purchase, subscription for, or other acquisition of any share
               (or other  securities  or any  interest  therein) in any Security
               Obligor by any other Security Obligor provided such shares remain
               charged to the Security Trustee pursuant to a Security Document;

          (vi) the  subscription  for shares in any company on its  formation or
               the  purchase of shares in any company  which has not at any time
               carried on any  business  (other  than that  associated  with its
               formation or any necessary  administrative  activities)  provided
               that (a) such shares are charged to the Security Trustee pursuant
               to a Security Document and (b) promptly upon such subscription or
               purchase  being   completed  such  company   becomes  a  Charging
               Subsidiary pursuant to the provisions of this Agreement; and

          (vii)in relation to the ordinary course of trading,  the giving by any
               Security  Obligor of any guarantee,  bond or indemnity in respect
               of the liabilities or obligations of any other Security Obligor;

         "Permitted Investments" means:

          (i)  any transaction included within Permitted Disposals;

          (ii) any   transaction    included   within   Permitted    Intra-Group
               Transactions; and

          (iii)any   investments   approved   by  the  Agent   (acting   on  the
               instructions of the Majority Banks);

          (iv) any  transaction not within  paragraphs (i) to (iii)  (inclusive)
               above which would  otherwise be prohibited  under clause  12.1(g)
               where the value of the  aggregate net  consideration  (in cash or
               otherwise)  paid by  members  of the Group  does not  exceed  (UK
               Pound)1,000,000 in aggregate in respect of all such transactions;

         "Permitted   Payments"  means  any  payments  or  transfers  of  assets
         (including Value Added Tax thereon, if applicable):

         (a)      consisting  of  the  payment  of  Restricted  Payments  by the
                  Borrower  or any  Security  Obligor  to  Comcast  on the first
                  Drawdown  Date,  provided  that  following  such  payments the
                  aggregate  amount of (x) the paid up equity  share  capital of

                                       17
<PAGE>

                  the  Borrower  and  (y)  all  Borrowed   Money  arising  under
                  intercompany  loans  made by  Comcast  to members of the Group
                  which  have  been  assigned  to  the  Borrower,   exceeds  (UK
                  Pound)300,000,000; and

         (b)      to any Restricted  Person in relation to transactions  carried
                  out on bona fide arm's length commercial terms in the ordinary
                  course of business  not  exceeding  (UK  Pound)500,000  in any
                  financial year of the Group;

         "Principal  Agreements" means the BT Inter-Connect  Agreements together
         with any agreements replacing any of the same;

         "Qualifying Bank" means a person:

          (a)  which is a "bank" as defined  in  section  840A of the Income and
               Corporation  Taxes  Act  1988  and is  within  the  charge  to UK
               Corporation Tax as regards any interest received by it under this
               Agreement and which is beneficially entitled to that interest but
               so that if  section  840A or  section  349(3)(a)  of such  Act is
               amended or  repealed,  this  definition  shall be amended in such
               manner as the Agent, after consultation with the Borrower,  shall
               determine  to be  necessary  in order to  define  persons  of the
               relevant  equivalent  category  to whom  the  Borrower  may  make
               payments  hereunder  without any obligation to make any deduction
               or withholding in respect of Taxes; or

          (b)  is resident for the purposes of the relevant double tax treaty in
               a state  which has  concluded a double tax treaty with the United
               Kingdom in force at the date  hereof (or in  relation to a person
               which  becomes a party to this  Agreement)  which  provides  that
               interest  arising  in the  United  Kingdom  which  is  paid  to a
               resident of the other  contracting state shall be taxable only in
               that other state; and

               (i)  does  not  become  a  party  to  this  Agreement  through  a
                    permanent establishment in the United Kingdom; and

               (ii) has agreed to co-operate,  and does so co-operate,  with the
                    Borrower  with a view to submitting  any forms  required for
                    the purpose of ensuring the  application  of such double tax
                    treaty as  aforesaid  to  payments  of  interest  hereunder;

         "Quarter  Days" means 31st March,  30th June,  30th  September and 31st
         December in any year;

         "Quarterly Management Accounts" means the quarterly management accounts
         of the Group to be delivered to the Agent pursuant to clause 11.1(g) in
         the  agreed  form or  containing  information  of the  same  type as is
         required by such form;

         "Quarterly  Period"  means each period of  approximately  three  months
         commencing  on the day  after a  Quarter  Day and  ending  on the  next
         following Quarter Day;

                                       18
<PAGE>
         "Reference Banks" means the principal London offices of The Bank of New
         York, Banque Paribas,  Barclays Bank PLC and The Royal Bank of Scotland
         plc and/or any other Bank appointed as such pursuant to clause 19.12;

         "Relevant  Substance"  means  (i)  any  radioactive   emissions,   (ii)
         electricity and any electrical or  electromagnetic  emissions and (iii)
         any substance  whatsoever  (whether in a solid or liquid form or in the
         form of a gas or vapour and whether  alone or in  combination  with any
         other  substance)  which is capable of causing harm to man or any other
         living organism  supported by the environment (both natural and built),
         or damaging the  environment  (both natural and built) or public health
         or welfare;

         "Restricted  Payment"  means (a) any direct or  indirect  distribution,
         dividend, loan or other payment (whether in cash, property,  securities
         or  otherwise)  by  any  member  of  the  Group   (including,   without
         limitation, any payment on account of the share capital of the Borrower
         or capital  stock or other  securities of the Borrower) or any interest
         thereon, (b) any transfer of any assets by any member of the Group, (c)
         any payment  (whether in cash,  property,  securities  or otherwise) of
         principal  of,  or  interest  on,  Indebtedness,  in  each  case to any
         Restricted Person and (d) any Management Fees;

         "Restricted  Person" means (i) Comcast or the Ultimate  Shareholder  or
         (ii) any  Subsidiary or  Associated  Company of Comcast or the Ultimate
         Shareholder  or any  partnership  in  which  Comcast  or  the  Ultimate
         Shareholder or any of their  Subsidiaries or Associated  Companies is a
         partner (either directly or through any  intermediate  partnerships) or
         (iii) any person of which  Comcast  or the  Ultimate  Shareholder  is a
         Subsidiary or Associated  Company or any  partnership in which any such
         person is a partner (either directly or through immediate partnerships)
         or (iv) any Subsidiary of the Borrower which is not a Security  Obligor
         but no Security Obligor will be a Restricted Person for the purposes of
         this Agreement;

         "Revolving  Facility" means the revolving loan facility  granted to the
         Borrower pursuant to this Agreement;

         "Revolving Period" means:

         (a)      in relation to Tranche A, the period from (and  including) the
                  date hereof to (and including) 31 December 2000; and

         (b)      in relation to Tranche B, the period from (and  including) the
                  date hereof to (and including) 31 January 2001;

         "Rollover Notice" means a notice  substantially in the form of schedule
         2B;

         "SEC" means the US Securities and Exchange Commission;

         "Security  Documents" means the Debenture,  the Deed of  Subordination,
         the Security  Trust Deed,  any  Supplemental  Deed,  the Comcast  Share
         Mortgage and all other mortgages, charges, guarantees,  indemnities and
         other  instruments  from  time to time  entered  into in  favour of the

                                       19
<PAGE>
         Agent,  the  Security  Trustee  and/or the Banks by way of guarantee or
         other  assurance  of and/or  security  for  amounts  owed to any of the
         Beneficiaries (as defined in the Security Trust Deed);

         "Security Obligor" means each of the Borrower,  the Subsidiaries of the
         Borrower whose names, registered numbers and registered offices are set
         out in part A of schedule 1 and any other  Subsidiary  of the  Borrower
         which becomes a party to this Agreement, the Debenture and the Security
         Trust Deed pursuant to a Supplemental Deed;

         "Security  Trust Deed" means the security trust deed to be entered into
         between the Borrower, the Original Charging Subsidiaries,  Comcast, the
         Agent, the Security Trustee, the Arrangers, the Bond Providers referred
         to therein and the Interest Rate Beneficiaries referred to therein;

         "Security  Trustee"  means The Bank of New York of 46 Berkeley  Street,
         London W1X 6AA and/or such other person as may be appointed as security
         trustee pursuant to any Security Document (as the context requires);

         "Share  Mortgage"  means the Comcast Share Mortgage and any other share
         mortgage over shares in the Borrower in favour of the Security Trustee;

         "Six Month  Period"  means each period of six months ending on the last
         day of a calendar month;

         "Sterling" and "(UK Pound)" mean the lawful currency for the time being
         of the United  Kingdom and in respect of all  payments to be made under
         this  Agreement  in  Sterling  means  immediately   available,   freely
         transferable cleared funds;

         "Subscriber"  means a person who has entered into an  agreement  (which
         has not expired or been terminated) (a "Subscriber's Agreement") with a
         member of the Group to be  provided  with  services  by a member of the
         Group through the operation of the Cable Systems;

         "Subordinated Creditor" means any person who has, at any relevant time,
         entered into a Deed of Subordination;

         "Subordinated  Debt" means, at any relevant time, all Borrowed Money of
         the Group owed to a Subordinated Creditor;

         "Subsidiary"  of a person  means (a) any company or entity  directly or
         indirectly controlled by such person, for which purpose "control" means
         either  ownership of more than 50 per cent. of the voting share capital
         (or  equivalent  right of ownership) of such company or entity or power
         to direct its policies and management  whether by contract or otherwise
         or the right to receive more than 50 per cent. of any distributions (of
         whatever  nature)  made  in  respect  of the  share  capital  or  other
         ownership interests of such company or entity and (b) (for the purposes
         of clause 13 and the preparation of the accounts referred to in clauses

                                       20
<PAGE>
         11.1(f),  (g) and (h)) in the case of a company incorporated in England
         and Wales or Scotland, a Subsidiary Undertaking;

         "Subsidiary  Undertaking" has the meaning given to such term in section
         258 Companies Act 1985;

         "Substitute" has the meaning ascribed thereto in clause 18.4;

         "Substitution  Certificate"  means a certificate  substantially  in the
         form of schedule 5;

         "Supplemental Deed" means a deed supplemental to this Agreement and the
         Debenture executed, inter alios, by a Subsidiary of the Borrower in the
         form of schedule 7 to the  Debenture or in such other form as is agreed
         between the Agent and the Borrower  whereby such  Subsidiary  becomes a
         party to this Agreement as a Security Obligor and to the Debenture as a
         Charging Subsidiary;

         "Taxes" includes all present and future taxes, levies, imposts, duties,
         fees or charges of a similar nature together with interest  thereon and
         penalties  in  respect  thereof  and  "Taxation"   shall  be  construed
         accordingly;

         "Telecommunications  and Cable Laws" means the  Telecommunications  Act
         1984, the Cable and  Broadcasting  Act 1984, the  Broadcasting Act 1990
         and all other laws,  statutes,  regulations and judgements  relating to
         telecommunications  or cable television applicable to any member of the
         Group,  and/or the business carried on by, any member of the Group (for
         the avoidance of doubt,  not including laws,  statutes,  regulations or
         judgments  relating  solely to  consumer  credit,  data  protection  or
         intellectual property);

         "Term"  means,  in relation  to an  Advance,  the period for which such
         Advance is or is to be made,  as specified  in the  Drawdown  Notice or
         Rollover  Notice  for  such  Advance,  or as  otherwise  determined  in
         accordance with the provisions hereof;

         "Term Date" means, in relation to an Advance,  the last day of the Term
         of such Advance;

         "Total  Commitments"  means  at any  relevant  time  the  total  of the
         Commitments of all the Banks at such time;

         "Total  Debt"  means  all  Borrowed  Money of the Group  excluding  any
         Subordinated Debt;

         "Total Debt Interest  Charges"  means,  in relation to any period,  the
         total amount of all interest,  fees and commissions accruing in respect
         of Total Debt during such period;

         "Tranche  A" means  that part of the  Facility  made  available  to the
         Borrower under this Agreement which is referred to herein as such;

                                       21
<PAGE>
         "Tranche A Loan" means the aggregate  principal  amount of all Advances
         made under Tranche A which are, at the relevant time, outstanding under
         Tranche A;

         "Tranche  B" means  that part of the  Facility  made  available  to the
         Borrower under this Agreement which is referred to herein as such;

         "Tranche B Loan" means the aggregate  principal  amount of all Advances
         made under Tranche B which are, at the relevant time, outstanding under
         Tranche B;

         "UK GAAP" means generally accepted accounting  principles and practices
         in the United Kingdom;

         "US GAAP" means generally accepted accounting  principles and practices
         in the United States of America; and

         "Ultimate Shareholder" means Comcast Corporation.

1.3       Headings

         Clause  headings and the table of contents are inserted for convenience
         of reference  only and shall be ignored in the  interpretation  of this
         Agreement.

1.4       Construction of certain terms

         In this Agreement, unless the context otherwise requires:

          (a)  reference  to  clauses  and  schedules  are  to be  construed  as
               references to the clauses of, and  schedules  to, this  Agreement
               and references to this Agreement include its schedules;

          (b)  reference to (or to any specified provision of) this Agreement or
               any other  document  shall be  construed  as  references  to this
               Agreement,  that  provision or that  document as in force for the
               time being and as from time to time  amended in  accordance  with
               the terms thereof,  or, as the case may be, with the agreement of
               the relevant  parties and (where such consent is, by the terms of
               this Agreement or the relevant  document  required to be obtained
               as a  condition  to such  amendment  being  permitted)  the prior
               written  consent of the Agent,  all of the Banks or the  Majority
               Banks (as the case may be);

          (c)  reference  to a  "regulation"  includes  any  present  or  future
               regulation,  rule, directive,  requirement,  request or guideline
               (whether  or  not  having  the  force  of  law)  of  any  agency,
               authority,   central  bank  or   government   department  or  any
               self-regulatory or other national or supra-national authority;

          (d)  words  importing  the plural shall  include the singular and vice
               versa;

          (e)  reference to a time of day are to London time;

                                       22
<PAGE>
          (f)  references to a person shall be construed as including references
               to an individual, firm, company, corporation, unincorporated body
               of persons or any State or any agency  thereof and that  person's
               successors in title;

          (g)  reference to a document "in the agreed form" means in the form of
               a draft of such document  initialled by way of  identification by
               the Agent and the Borrower;

          (h)  references to a "guarantee" include references to an indemnity or
               other  assurance  against   financial  loss  including,   without
               limitation,  an  obligation  to purchase  assets or services as a
               consequence  of  a  default  by  any  other  person  to  pay  any
               Indebtedness and "guaranteed" shall be construed accordingly;

          (i)  references to any enactment shall be deemed to include  reference
               to such enactment as re-enacted, amended or extended; and

          (j)  references  to  "business" in relation to any member of the Group
               mean the construction, installation, operation and utilisation of
               cable  television  and/or   telecommunications   systems  in  the
               Franchises  and/or any  business  directly  related  thereto  and
               reasonably  considered  to  be  financially  beneficial  to  such
               business,  and  references  to  "ordinary  course of business" in
               relation to any member of the Group shall be similarly construed.

1.5       Majority Banks

         Where  this  Agreement  provides  for any  matter to be  determined  by
         reference to the opinion of the Majority  Banks or to be subject to the
         consent or request of the Majority  Banks or for any action to be taken
         on the  instructions  of the Majority  Banks,  such  opinion,  consent,
         request or  instructions  shall (as between the Banks) only be regarded
         as having been validly given or issued by the Majority  Banks if all of
         the Banks shall have received appropriate prior notice of the matter on
         which such opinion, consent, request or instructions are required to be
         obtained  and the  relevant  number of Banks shall have given or issued
         such opinion,  consent,  request or  instructions  but the Borrower and
         each other  Security  Obligor  shall be entitled  (and bound) to assume
         that such  notice  shall have been duly  received by each Bank and that
         the relevant  majority shall have been obtained to constitute  Majority
         Banks whether or not this is in fact the case.

1.6       Agent's Opinion

         Where this  Agreement  provides  for the Agent's  opinion to  determine
         whether  any matter  would or is  reasonably  likely to have a Material
         Financial  Adverse Effect,  a Material Adverse Effect and/or a material
         adverse  effect,  as the case may be, the Agent shall act in accordance
         with the  instructions  of the Majority  Banks (acting  reasonably)  in
         making such determination.

1.7       Bank Commitments

         For the purpose of the definition of "Majority Banks" in clause 1.2 and
         of clause 19.10  references to the  Commitment of a Bank shall,  if the
         Total  Commitments have, at any relevant time, been reduced to zero, be
         deemed to be a reference  to the  Commitment  of that Bank  immediately
         prior to such reduction to zero.

                                       23
<PAGE>
2         The Facility

2.1       Amount

         The Banks,  relying upon each of the  representations and warranties in
         clause 9 and in the Security  Documents,  agree to lend to the Borrower
         by way of Advances upon and subject to the terms of this  Agreement the
         principal sum of up to (UK  Pound)200,000,000.  The  obligation of each
         Bank under this  Agreement  shall be to contribute  that  proportion of
         each  Advance  which,  as at the  Drawdown  Date of such  Advance,  its
         Commitment bears to the Total Commitments.

2.2       Obligations several

         The  obligations  of each Bank under this  Agreement  are several;  the
         failure of any Bank to perform such  obligations  shall not relieve any
         other Bank,  the  Arrangers,  the Agent,  the  Security  Trustee or any
         member  of  the  Group  of  any  of  their  respective  obligations  or
         liabilities  under this Agreement nor shall the Agent, the Arrangers or
         the Security  Trustee be  responsible  for the  obligations of any Bank
         (except for its own obligations,  if any, as a Bank) nor shall any Bank
         be  responsible  for the  obligations  of any  other  Bank  under  this
         Agreement.

2.3       Interests several

         Notwithstanding any other term of this Agreement (but without prejudice
         to the provisions of this Agreement  relating to or requiring action by
         the Majority  Banks) the  interests of the Agent,  the  Arrangers,  the
         Security  Trustee  and the Banks are  several and the amount due to the
         Agent (for its own account),  to each Arranger, to the Security Trustee
         and to each Bank is a separate and  independent  debt. The Agent,  each
         Arranger,  the  Security  Trustee and each Bank shall have the right to
         protect  and enforce its rights  arising out of this  Agreement  and it
         shall not be  necessary  for the  Agent,  any  Arranger,  the  Security
         Trustee or any Bank (as the case may be) to be joined as an  additional
         party in any proceedings for this purpose.

                                       24

<PAGE>

3         Conditions

3.1       Documents and evidence

         The obligations of each Bank to make its Commitment  available shall be
         subject  to the  condition  that  the  Agent,  or its  duly  authorised
         representative,   shall  have   received  the  documents  and  evidence
         specified in schedule 3 in form and substance satisfactory to the Agent
         not later than two Banking  Days  before the day on which the  Drawdown
         Notice in respect of the first Advance is given. The Agent shall notify
         the Banks of receipt  of such  Drawdown  Notice and  whether or not the
         form and substance of such documents are satisfactory to the Agent.

3.2       General conditions precedent

         The  obligation of each Bank to contribute to any Advance is subject to
         the  further  conditions  that at the time of the  giving of a Drawdown
         Notice for, and at the time of the making of, such Advance:

         (a)      the  representations and warranties referred to in clause 9.3,
                  including those deemed to be made by the Borrower  pursuant to
                  such  clause,  being  (subject as provided in clause 9.3) true
                  and  correct  as of each  such  time as if each was made  with
                  respect to the facts and circumstances  existing at such time;
                  and

         (b)      no Default shall have occurred and be continuing which has not
                  been  remedied or  expressly  waived or would  result from the
                  making of such Advance.

         Without  prejudice to the  provisions  of clause 14, the  provisions of
         this clause 3.2 shall not apply to any Advance  requested by a Rollover
         Notice for a Term of one month (the "New Advance"), which is to be made
         on the Term Date of another  Advance the amount of which is equal to or
         greater than the New Advance.

3.3       Waiver of conditions precedent

         The conditions  specified in this clause 3 are inserted  solely for the
         benefit  of the Banks and may be waived on their  behalf in whole or in
         part  and  with  or  without  conditions  by the  Agent  acting  on the
         instructions of all of the Banks in respect of the first Advance and on
         the  instructions  of the  Majority  Banks  in  respect  of  subsequent
         Advances  without  prejudicing  the right of the  Agent  acting on such
         instructions  to require  fulfilment of such  conditions in whole or in
         part in respect of any other Advance.

3.4       Conditions subsequent

         The Borrower  undertakes to procure that on or before 30th April, 1998,
         Southern  East  Anglia  Cable  Limited  obtains  a  licence  under  the
         Telecommunications Act 1984 to operate a telecommunications  network in
         the area covered by local delivery licence (LDS 012) issued to Southern
         East Anglia Cable Limited on 19th January 1997 and provides a certified
         copy of the same to the Agent.

                                       25
<PAGE>
4         Advances

4.1       Tranche A and Tranche B

         Subject to the terms and conditions of this Agreement,  Advances may be
         made, at the option of the Borrower,  under either Tranche A or Tranche
         B.

4.2       Maximum Tranche A outstandings

         The aggregate principal amount of Advances  outstanding under Tranche A
         on any day falling  within the period set out in column (1) below shall
         not exceed the amount set out  against  such period in column (2) below
         and no Advance shall be made under  Tranche A if,  following the making
         of such Advance, such limit would be exceeded:
<TABLE>
<CAPTION>
               (1)                                                               (2)
         <S>                                                       <C>       
           Period                                               Maximum aggregate principal amount of
                                                                outstanding Advances under Tranche A

           up to (and including) 31 March 2000                    (UK Pound)90,000,000
           from 1 April 2000 to (and including) 30 June           (UK Pound)60,000,000
           2000
           from 1 July 2000 to (and including) 30                 (UK Pound)40,000,000
           September 2000
           from 1 October 2000 to (and including) 31              (UK Pound)20,000,000
           December 2000
           from 1 January 2001 and thereafter                                      nil
</TABLE>

4.3       Maximum Tranche B outstandings

         The aggregate principal amount of Advances  outstanding under Tranche B
         on any day falling within the period from the date of this agreement to
         (and including) 31 January 2001 shall not exceed the amount  calculated
         by  multiplying   Consolidated   Annualised  Net  Operating  Cash  Flow
         (determined  by  reference  to  the  most  recently  delivered  Monthly
         Management  Accounts) at such time by 6.5 and no Advances shall be made
         under Tranche B if,  following  the making of such Advance,  such limit
         would be exceeded.

4.4       Maximum aggregate outstanding Advances

         The aggregate principal amount of the Loan shall not at any time exceed
         (UK Pound)200,000,000 and no Advance shall be made under this Agreement
         if, following the making of such Advance, such limit would be exceeded.

                                       26
<PAGE>

4.5       Drawdown

         Subject to the terms and  conditions of this  Agreement an Advance will
         be made  to the  Borrower  following  receipt  by the  Agent  from  the
         Borrower of a Drawdown Notice signed by an Authorised Officer not later
         than 10 a.m.  on the second  Banking Day before the  proposed  Drawdown
         Date. A Drawdown  Notice  shall be  effective on actual  receipt by the
         Agent and, once given, shall,  subject as provided in clause 5.8(a), be
         irrevocable.  No  Drawdown  Notice may be given in respect of an amount
         which is the subject of a notice  received  by the Agent  under  clause
         6.7.

4.6       Rollover

         Subject to the terms and conditions of this Agreement,  if the Borrower
         wishes to draw an Advance  under Tranche A or Tranche B on any day (the
         "Relevant  Day") of an amount of not more than the amount of an Advance
         which is due to be repaid on the Relevant Day in accordance with clause
         4.12, the Borrower  shall not be obliged to serve a Drawdown  Notice in
         relation to such new Advance but may serve a Rollover  Notice signed by
         an Authorised  Officer specifying the amount of the new Advance and the
         Term thereof and whether such new Advance is to be made under Tranche A
         or Tranche B. A Rollover Notice shall be effective on actual receipt by
         the Agent  (which must be no later than 10 a.m.  on the second  Banking
         Day  before  the  Relevant  Day) and,  once  given,  shall,  subject as
         provided in clause 5.8(a),  be  irrevocable.  No Rollover Notice may be
         given in respect of an amount which is the subject of a notice received
         by the Agent under clause 6.7.

4.7       Conversion to Tranche A

         The Borrower may at any time during the  Revolving  Period  relating to
         Tranche A convert all or any of the  outstanding  Advances  made to the
         Borrower  under Tranche B so that such Advances are  outstanding  under
         Tranche A, in each case with effect from the relevant  Conversion Date,
         following  receipt  by the Agent of a  Conversion  Notice  signed by an
         Authorised  Officer  not later than 10 a.m.  on the second  Banking Day
         before the proposed  Conversion  Date.  A Conversion  Notice under this
         clause 4.7 shall be effective  on actual  receipt by the Agent and once
         given shall be  irrevocable.  Each  Conversion  Notice given under this
         clause  4.7  shall  contain  a  confirmation   that,  on  the  relevant
         Conversion Date, the Borrower will be in compliance with the provisions
         of clause 4.2, having taken into account such conversion.  No Tranche B
         Advance  may be  converted  to a Tranche A Advance  if either  (i) such
         Tranche B Advance  became a Tranche B Advance as a result of conversion
         from a Tranche A Advance  during the then  current  Interest  Period or
         (ii) the most recent  conversion  of a Tranche B Advance to a Tranche A
         Advance  took place  within one month prior to the date of the proposed
         conversion  (but this sub-clause (ii) shall not restrict the conversion
         of more than one  Tranche B Advance  to a Tranche A Advance  on any one
         day).

                                       27
<PAGE>

4.8       Conversion to Tranche B

         The Borrower may at any time during the  Revolving  Period  relating to
         Tranche A convert all or any of the  outstanding  Advances  made to the
         Borrower  under Tranche A so that such Advances are  outstanding  under
         Tranche B with  effect from the  relevant  Conversion  Date,  following
         receipt by the Agent of a  Conversion  Notice  signed by an  Authorised
         Officer  not later than 10 a.m.  on the second  Banking  Day before the
         proposed  Conversion  Date. A  Conversion  Notice under this clause 4.8
         shall be effective on actual  receipt by the Agent and once given shall
         be  irrevocable.  Each  Conversion  Notice  under this clause 4.8 shall
         contain a  confirmation  that,  on the relevant  Conversion  Date,  the
         Borrower  will be in  compliance  with the  provisions  of clause  4.3,
         having taken into account such conversion.  No Tranche A Advance may be
         converted  to a Tranche B Advance if either (i) such  Tranche A Advance
         became a Tranche A Advance as a result of  conversion  from a Tranche B
         Advance during the then current Interest Period or (ii) the most recent
         conversion  of a Tranche A Advance  to a Tranche B Advance  took  place
         within one month prior to the date of the proposed conversion (but this
         sub-clause  (ii) shall not  restrict  the  conversion  of more than one
         Tranche A Advance to a Tranche B Advance on any one day).

4.9       Term and Amount of Advances

          (a)  Advances  may be made only on  Banking  Days  falling  within the
               relevant  Revolving Period and may be borrowed only for a Term of
               one  month  or two,  three  or six  months  or  (with  the  prior
               agreement  of all of the Banks) any other period in any such case
               ending  not  later  than the last day of the  relevant  Revolving
               Period; provided that any Advances made less than one month prior
               to the  last day of the  relevant  Revolving  Period  may only be
               borrowed for the period up to and ending on such date;

          (b)  each Advance  shall be of either (i) (UK  Pound)3,000,000  or any
               larger sum which is an integral  multiple of (UK  Pound)1,000,000
               or (ii) the  remaining  available  facility  under  Tranche  A or
               Tranche B (as applicable);

          (c)  no Advance may be drawn down under Tranche A and no Advance drawn
               down under  Tranche B may be converted to Tranche A on any day if
               the making of such  Advance or such  conversion  would  cause the
               limits  contained  in  either  clause  4.2  or  clause  4.4 to be
               exceeded;

          (d)  no Advance may be drawn down under Tranche B and no Advance drawn
               down under  Tranche A may be converted to Tranche B on any day if
               the making of such  Advance or such  conversion  would  cause the
               limits  contained  in  either  clause  4.3  or  clause  4.4 to be
               exceeded; and

                                       28
<PAGE>

          (e)  no Advance may be drawn down if, as a result, there would be more
               than six Advances then outstanding.

4.10      Notification to Banks

         On the date of  receipt  of a  Drawdown  Notice  or a  Rollover  Notice
         complying  with the terms of this Agreement the Agent shall notify each
         Bank thereof, of the date on which such Advance is to be made, the Term
         thereof  and  whether  such  Advance is to be made  under  Tranche A or
         Tranche B. Subject to the provisions of clauses 3 and 4.12, on the date
         for the making of the  relevant  Advance  each of the Banks  shall make
         available to the Agent its portion of such Advance in  accordance  with
         clause 8.2.  On the date of receipt of a  Conversion  Notice  complying
         with the terms of this  Agreement  the  Agent  shall  notify  each Bank
         thereof  and of the  Conversion  Date and  whether  under  Tranche A or
         Tranche  B and the  amount  which  is the  subject  of such  Conversion
         Notice.

4.11      Termination of Commitments

         Any part of the  Commitments  undrawn and uncancelled at the end of the
         relevant  Revolving Period shall thereupon be automatically  reduced to
         zero.

4.12      Repayment of Advances

         The Borrower  agrees to repay each Advance in respect of which the Term
         Date is before the last day of the  relevant  Revolving  Period on such
         Term  Date.  If an  Advance  (the "new  Advance")  is to be made to the
         Borrower on a day on which  another  Advance made to the Borrower  (the
         "maturing  Advance") is due to be repaid then,  subject to the terms of
         this Agreement and so long as the applicable  conditions referred to in
         clause 3.2 and clause 4.9 shall have been  satisfied in relation to the
         new  Advance,  (i) the  maturing  Advance  shall be deemed to have been
         repaid on its Term Date either in whole (if the new Advance is equal to
         or greater than the maturing Advance) or in part (if the new Advance is
         less than the maturing  Advance) and the Borrower shall only be obliged
         to repay the principal amount by which the maturing Advance exceeds the
         new  Advance  and (ii) to the extent  that the  maturing  Advance is so
         deemed to have been repaid,  the principal amount of the new Advance to
         be made on such  date  shall be deemed  to have  been  credited  to the
         account  of the  Borrower  by the  Agent  on  behalf  of the  Banks  in
         accordance with the terms of this Agreement and the Banks shall only be
         obliged to make  available  to the  Borrower  pursuant to clause 4.10 a
         principal  amount (if any) equal to the amount by which the new Advance
         exceeds the maturing Advance.

                                       29
<PAGE>

5         Interest and Interest Periods; alternative interest rates

5.1       Normal interest rates

         The Borrower  agrees to pay interest on each Advance in respect of each
         Interest Period relating  thereto on each Interest  Payment Date at the
         rate per annum  determined  by the Agent to be the aggregate of (a) the
         applicable Margin, (b) the Additional Cost and (c) LIBOR.

5.2       Tranche A Margin

         The Margin in  relation to any  Advance  made under  Tranche A shall be
         determined as follows:

         (a)      so long as the Tranche A Loan is greater  than or equal to (UK
                  Pound)70,000,000,  the  Margin  in  respect  of all  Tranche A
                  Advances  outstanding  during such  period  shall be 2.250 per
                  cent. per annum; and

         (b)      so  long  as  the   Tranche   A  Loan   is   less   than   (UK
                  Pound)70,000,000,  the  Margin  in  respect  of all  Tranche A
                  Advances  outstanding  during such  period  shall be 2.000 per
                  cent. per annum.

5.3       Tranche B Margin

         The  Margin in  relation  to any  Advance  made  under  Tranche B shall
         (subject to the proviso  below) be the rate set out in column (1) below
         against the ratio of the Tranche B Loan to Consolidated  Annualised Net
         Operating  Cash Flow set out in  column  (2) below as shown in the most
         recently delivered Monthly  Management  Accounts of the Group delivered
         to the  Agent  under  this  Agreement  prior  to the  first  day of the
         relevant Interest Period:
<TABLE>
<CAPTION>
               <S>                                      <C>
                                (1)                                             (2)
              Rate (per cent. per annum)                  Ratio  of the  Tranche  B Loan to  Consolidated
                                                          Annualised Net Operating Cash Flow
              ----------------------------------------    ------------------------------------------------
                               1.875                      greater than or equal to 6.0:1

                               1.500                      less than  6.0:1 but  greater  than or equal to
                                                          5.0:1

                               1.250                      less than  5.0:1 but  greater  than or equal to
                                                          4.5:1

                               1.000                      less than  4.5:1 but  greater  than or equal to
                                                          4.0:1

                               0.875                      less than  4.0:1 but  greater  than or equal to
                                                          3.0:1

                               0.500                      less than 3.0:1
</TABLE>
                                       30
<PAGE>
 
         provided that if on the first day of the relevant  Interest  Period the
         Borrower has failed to deliver any relevant  financial  statements then
         due under this Agreement  within the time period for the Borrower so to
         deliver  such  financial  statements,  then the Margin for such Advance
         during such  Interest  Period shall from (and  including)  the last day
         upon which such financial  statements  were due to (but  excluding) the
         date of delivery of such  financial  statements be 1.875 per cent.  per
         annum.

5.4       Conversion Margin

         In respect of any Interest  Period during which an Advance is converted
         from Tranche A to Tranche B (or vice versa) the Margin for that part of
         the Interest  Period that the Advance was  outstanding  under Tranche A
         shall be determined  in  accordance  with clause 5.2 and the Margin for
         that part of the Interest Period that the Advance was outstanding under
         Tranche B was outstanding shall be determined in accordance with clause
         5.3.

5.5       Interest Periods

         The Interest  Period in relation to each Advance shall be of a duration
         equal to the Term of such Advance.

5.6       Default interest

         If the Borrower fails to pay any sum  (including,  without  limitation,
         any sum  payable  pursuant  to this  clause  5.6) on its due  date  for
         payment  under this  Agreement  the Borrower  agrees to pay interest on
         such sum from the due date up to the date of  actual  payment  (as well
         after as before judgment) at a rate determined by the Agent pursuant to
         this clause 5.6.  The period  beginning  on such due date and ending on
         such date of payment  shall be divided into  successive  periods of not
         more than three  months as  selected by the Agent  (after  consultation
         with the  Banks)  each of which  (other  than the  first,  which  shall
         commence  on such  due  date)  shall  commence  on the  last day of the
         preceding  such period.  The rate of interest  applicable  to each such
         period shall be the aggregate  (as  determined by the Agent) of (a) two
         per cent. per annum,  (b) the Margin,  (c) the Additional  Cost and (d)
         LIBOR,  provided  that if such  unpaid sum is all or part of an Advance
         which shall have  become due and  payable  prior to the last day of the
         then current  Interest Period relating  thereto,  the first such period
         selected by the Agent shall end on the last day of such Interest Period
         and interest  shall be payable on such unpaid sum during such period at
         a rate two per cent.  above  the rate  applicable  thereto  immediately
         before it became due.  Default  interest under this clause 5.6 shall be
         due and payable on the last day of each period  determined by the Agent
         pursuant to this  clause 5.6 or, if  earlier,  on the date on which the
         sum in  respect  of which  such  default  interest  is  accruing  shall
         actually be paid. If, for the reasons  specified in clause 5.8(a)(i) or
         (ii),  the Agent is unable to determine a rate in  accordance  with the
         foregoing provisions of this clause 5.6 each Bank shall promptly notify
         the Agent of the cost of funds to such Bank and interest on any sum not
         paid on its due date for payment shall be calculated for each Bank at a
         rate  determined  by the Agent to be two per cent.  per annum above the

                                       31
<PAGE>

         aggregate  of the  Margin and the cost of funds  (including  Additional
         Cost) to such Bank.

5.7       Notification of Interest Periods and interest rate

         The Agent  shall  notify the  Borrower  and the Banks  promptly  of the
         amount of each Advance,  the duration of each Interest  Period or other
         period for the calculation of interest (or, as the case may be, default
         interest)  and of each rate of  interest  determined  by it under  this
         clause 5.

5.8       Market disruption; non-availability

          (a)  If and  whenever,  at any time prior to the  commencement  of any
               Interest Period:

                  (i)      the Agent shall have determined (which  determination
                           shall,   in  the  absence  of  manifest   error,   be
                           conclusive),  that  adequate  and  fair  means do not
                           exist for  ascertaining  LIBOR  during such  Interest
                           Period; or

                  (ii)     (if LIBOR is to be  calculated by reference to quotes
                           of the  Reference  Banks)  none  or  only  one of the
                           Reference  Banks  supplies the Agent with a quotation
                           for calculating LIBOR; or

                  (iii)    the Agent shall have received notification from Banks
                           with   Contributions   aggregating   not  less   than
                           one-third  of the Loan that  deposits in Sterling are
                           not  available to such Banks in the London  Interbank
                           Market  in  the   ordinary   course  of  business  in
                           sufficient amounts to fund their contributions to the
                           relevant  Advance  for such  Interest  Period or that
                           LIBOR does not  accurately  reflect  the cost to such
                           Banks of obtaining such deposits;

               the Agent shall forthwith give notice (a "Determination  Notice")
               thereof to the Borrower and to each of the Banks. A Determination
               Notice shall contain  particulars  of the relevant  circumstances
               giving rise to its issue.  After the giving of any  Determination
               Notice the undrawn amount of the  Commitments of all of the Banks
               shall not be borrowed  until  notice to the  contrary is given to
               the Borrower by the Agent.

          (b)  During the period of 10 days after any  Determination  Notice has
               been given by the Agent under clause 5.8(a),  (i) if the Borrower
               so requires,  the Borrower and the Agent and each  affected  Bank
               shall  enter  into   negotiations  with  a  view  to  agreeing  a
               substitute  basis for determining the rates of interest from time
               to time  applicable  to the  Advances  thereafter  and  any  such
               substitute  basis that is agreed shall take effect in  accordance
               with its terms;  and (ii) if no substitute  basis has been agreed
               between the  Borrower,  the Agent and each affected Bank pursuant
               to  sub-paragraph  (i) above,  each affected Bank shall certify a

                                       32
<PAGE>
               substitute  basis for funding its  contribution  to the  relevant
               Advance.  Such substitute basis may (without  limitation) include
               alternative   interest   periods,   alternative   currencies   or
               alternative  rates of interest  but shall  include a margin above
               the cost of funds including Additional Cost, if any, to such Bank
               equivalent  to  the  Margin  for  the  relevant  Interest  Period
               determined   in   accordance   with   clauses  5.2  and  5.3  (as
               applicable).

               Each  substitute  basis  so  agreed  in  accordance  with (i) or,
               failing such  agreement,  certified in accordance with (ii) shall
               be binding upon the Borrower,  the Agent and (in the case of (i))
               each Bank and (in the case of (ii)) each  affected Bank and shall
               take effect in accordance  with its terms from the date specified
               in the Determination Notice.

5.9       Reference Bank quotations

         If any  Reference  Bank is  unable  or  otherwise  fails to  furnish  a
         quotation for the purpose of calculating  LIBOR the interest rate shall
         be  determined,  subject to clause 5.8, on the basis of the  quotations
         furnished by the remaining Reference Banks.


                                       33
<PAGE>

6         Repayment, prepayment and cancellation

6.1       Repayment of the Tranche A Loan

         The Borrower  agrees to repay the  outstanding  amount of the Tranche A
         Loan on or before 31 December 2000.

6.2       Repayment of the Tranche B Loan

         The Borrower agrees to repay the  outstanding  amount of Tranche B Loan
         on or before 31 January 2001.

6.3       Voluntary prepayment

         The  Borrower  may  prepay any  Advance in whole or in part  (being (UK
         Pound)3,000,000  or any larger sum which is an integral multiple of (UK
         Pound)1,000,000) at any time subject to the provisions of clause 6.

6.4       Additional voluntary prepayment

         The Borrower  may also prepay (in whole but not in part only),  without
         premium or penalty,  but without  prejudice  to its  obligations  under
         clauses 5.8, 8.7 and 16.2:

         (a)      the  Contribution of any Bank to which the Borrower shall have
                  become obliged to pay  additional  amounts under clause 8.7 or
                  16.2;

         (b)      any Bank's Contribution to which a substitute basis applies by
                  virtue of clause 5.8(b); or

         (c)      the  Contribution of any Bank if it is or becomes  contrary to
                  any law or regulation  for that Bank to contribute to Advances
                  or  to  maintain  its  Commitment  or  fund  or  maintain  its
                  Contribution.

         Upon any notice of such prepayment  being given,  the Commitment of the
         relevant Bank shall be reduced to zero.

6.5       Amounts payable on prepayment

         Any prepayment  under this  Agreement  shall be made together with: (a)
         accrued interest to the date of prepayment (calculated,  in the case of
         any prepayment of a Bank's Contribution  pursuant to clause 6.4(b), and
         in respect of the period during which the relevant substitute basis has
         applied by virtue of clause  5.8(b),  at a rate per annum  equal to the
         rate certified by such Bank in accordance with clause 5.8(b));  (b) any
         additional  amount  payable under clause 8.7 or 16.2; and (c) all other
         sums payable by the Borrower to the relevant  Bank or the Banks (as the
         case may be) under this Agreement  including,  without limitation,  any
         accrued  commitment  commission  payable  under  clause  7.1(c) and any
         amounts payable under clause 15.

                                       34
<PAGE>

6.6       Notice of prepayment

         No prepayment may be effected  unless the Borrower shall have given the
         Agent at least three Banking Days' notice of its intention to make such
         prepayment.  Every  notice of  prepayment  shall be  effective  only on
         actual receipt by the Agent,  shall be irrevocable and shall oblige the
         Borrower to make such  prepayment on the date  specified.  The Borrower
         may not prepay the Loan or any part thereof save as expressly  provided
         in this Agreement.

6.7       Cancellation of Commitments

         The Borrower may at any time by notice to the Agent  (effective only on
         actual  receipt)  cancel  with  effect  from a date not less than three
         Banking Days after the receipt by the Agent of such notice the whole or
         any part  (being  (UK  Pound)3,000,000  or any  larger  sum which is an
         integral  multiple  of  (UK   Pound)1,000,000)  of  the  total  of  the
         Commitments  of all of the  Banks  which  is not  then  outstanding  or
         requested  in a Drawdown  Notice in respect of which an Advance has not
         then been made. Any such notice of cancellation,  once given,  shall be
         irrevocable and upon such cancellation  taking effect the Commitment of
         each of the Banks shall be reduced proportionately.

                                       35

<PAGE>
7         Fees and expenses

7.1       Fees

         The Borrower  agrees to pay to the Agent whether or not any part of the
         Commitments is ever advanced:

         (a)       Arranging fee

                  for the account of the Lead Arrangers,  an arranging fee of an
                  amount agreed  between the Borrower and the Lead Arrangers and
                  set out in a letter of even date herewith;

         (b)       Agency fee

                  on the date of the first  Advance and on each  anniversary  of
                  the date of this  Agreement  until all moneys owing under this
                  Agreement  have  been  paid in full,  for the  account  of the
                  Agent,  an agency fee of an amount agreed between the Borrower
                  and the Agent  and set out in a letter of even date  herewith;
                  and

         (c)       Commitment commission

                  in  arrears  on  each  Quarter  Day  after  the  date  of this
                  Agreement  and on 31  January  2001,  for the  account of each
                  Bank,  commitment  commission  computed  from the date of this
                  Agreement at the rate of 0.40 per cent. per annum on the daily
                  undrawn and uncancelled amount of such Bank's Commitment.

7.2       Expenses

         The Borrower agrees to pay to the Agent within 30 days from the date on
         which the Agent makes demand on the Borrower for payment of the same:

          (a)  all reasonable  out-of-pocket  expenses  (including legal,  other
               professional,   printing  (other  than  publicity  material)  and
               out-of-pocket  expenses) incurred by the Agent, the Arrangers and
               the  Security   Trustee  in  connection  with  the   negotiation,
               preparation (including reasonable due diligence), syndication and
               execution of this Agreement and the Security Documents and of any
               amendment  or  extension  of or the  granting  of any  waiver  or
               consent under this  Agreement or any Security  Document  together
               with interest at the rate referred to in clause 5.6 from the date
               30 days after the date of demand for payment of such  expenses to
               the date of payment (as well after as before judgment); and

          (b)  all  expenses   (including  legal  and  out-of-pocket   expenses)
               incurred by the Agent,  the Arrangers,  the Security  Trustee and
               the Banks or any of them in  contemplation  of, or  otherwise  in
               connection  with,  the  enforcement  of, or  preservation  of any

                                       36
<PAGE>

               rights  under,  this  Agreement  or  any  Security  Document,  or
               otherwise  in respect of the moneys  owing under this  Agreement,
               together with interest at the rate referred to in clause 5.6 from
               the date  falling 30 days after the date of demand for payment of
               such  expenses  to the date of  payment  (as well after as before
               judgment).

7.3       Value Added Tax

         All fees and expenses  payable  pursuant to this clause 7 shall be paid
         together with Value Added Tax (if any) properly chargeable thereon.

7.4       Stamp and other duties

         The Borrower agrees (i) to pay all stamp, documentary,  registration or
         other like duties or taxes  (including  any duties or taxes  payable by
         the Agent,  the Arrangers,  the Security Trustee and the Banks) imposed
         on or in connection with this Agreement,  any Security  Document or the
         Loan and (ii) to  indemnify  the Agent,  the  Arrangers,  the  Security
         Trustee and the Banks  against any  liability  arising by reason of any
         delay or omission by the Borrower to pay such duties or taxes.

                                       37

<PAGE>
8         Payments and Taxes; accounts and calculations

8.1       No set-off or counterclaim; distribution to the Banks

         All payments to be made by the Borrower under this  Agreement  shall be
         made in full,  without  any  set-off or  counterclaim  whatsoever  and,
         subject as provided in clause 8.7, free and clear of any  deductions or
         withholdings,  in  Sterling on the due date to the account of the Agent
         at such bank in London as the Agent may from time to time  specify  for
         this purpose.  Save as otherwise  expressly  provided by this Agreement
         such  payments  shall be for the  account of the  Banks,  and the Agent
         shall forthwith  distribute such payments in like funds as are received
         by the Agent to the Banks rateably in accordance with their Commitments
         and/or Contributions, as the case may be.

8.2       Payments by the Banks

         All  sums to be  advanced  by the  Banks  to the  Borrower  under  this
         Agreement  shall be remitted  in  Sterling on the date of the  relevant
         Advance to the account of the Agent at such bank in London as the Agent
         may have  notified  to the Banks and shall be paid by the Agent on such
         date in like funds as are  received  by the Agent to the account of the
         Borrower specified in the relevant Drawdown Notice.

8.3       Agent may assume receipt

         Where any sum is to be paid under this  Agreement  to the Agent for the
         account of another  person,  the Agent may assume that the payment will
         be made when due and may (but  shall not be  obliged  to) make such sum
         available to the person so  entitled.  If it proves to be the case that
         such  payment  was not made to the Agent,  then the person to whom such
         sum was so made available shall on request refund such sum to the Agent
         together with interest  thereon  sufficient to compensate the Agent for
         the cost of making  available such sum up to the date of such repayment
         and the person by whom such sum was payable  shall  indemnify the Agent
         for any and all loss or expense which the Agent may sustain or incur as
         a consequence of such sum not having been paid on its due date.

8.4       Non-Banking Days

         When any payment under this Agreement  would  otherwise be due on a day
         which is not a Banking Day, the due date for payment  shall be extended
         to the next following  Banking Day unless such Banking Day falls in the
         next  calendar  month  in  which  case  payment  shall  be  made on the
         immediately  preceding  Banking  Day.  If any date or day  specifically
         referred  to in this  Agreement  (being  a date for the  making  of any
         payment  under  this  Agreement)  is not a Banking  Day all  references
         thereto shall be deemed to be references to the  immediately  preceding
         Banking Day.

                                       38
<PAGE>

8.5       Calculations

         All  interest  and  other  payments  of an  annual  nature  under  this
         Agreement or to be  calculated on an annual basis shall accrue from day
         to day and be  calculated on the basis of actual days elapsed and a 365
         day year. In calculating  the actual number of days elapsed in a period
         which  is one of a  series  of  consecutive  periods  with no  interval
         between them or a period on the last day of which any payment  falls to
         be made in respect of such  period,  the first day of such period shall
         be included but the last day excluded.

8.6       Certificates conclusive

         Any  certificate  or  determination  of the Agent,  any  Arranger,  the
         Security  Trustee or any Bank as to any rate of  interest or any amount
         payable under this Agreement  shall,  in the absence of manifest error,
         be conclusive  and binding on each member of the Group and (in the case
         of a certificate or determination by the Agent) on the Banks.

8.7       Grossing-up for Taxes

         If at any time the  Borrower  is  required  to make  any  deduction  or
         withholding  in  respect  of Taxes  from any  payment  due  under  this
         Agreement  for the  account of any Bank,  any  Arranger,  the  Security
         Trustee  or the  Agent (or if the  Agent is  required  to make any such
         deduction or withholding  from a payment to any Arranger,  the Security
         Trustee or a Bank),  the sum due from the  Borrower  in respect of such
         payment  shall,  subject  to clause  8.8,  be  increased  to the extent
         necessary  to ensure  that,  after  the  making  of such  deduction  or
         withholding,  each Bank,  any  Arranger,  the Security  Trustee and the
         Agent receives on the due date for such payment (and retains, free from
         any liability in respect of such  deduction or  withholding)  a net sum
         equal to the sum which it would have received had no such  deduction or
         withholding  been required to be made and the Borrower shall  indemnify
         each Bank,  each Arranger,  the Security  Trustee and the Agent against
         any losses or costs incurred by any of them by reason of any failure of
         the Borrower to make any such  deduction or withholding or by reason of
         any increased  payment not being made on the due date for such payment.
         The Borrower shall  promptly  deliver to the Agent copies of (or, where
         required,  originals  of) any  receipts,  certificates  or other  proof
         evidencing  the  amounts  (if any) paid or  payable  in  respect of any
         deduction or withholding as aforesaid.

8.8       Qualifying Banks

         Each Bank agrees  promptly to notify the Borrower if it is not or if it
         ceases to be a  Qualifying  Bank.  If any Bank is not or ceases to be a
         Qualifying Bank then (save in circumstances  where such Bank has ceased
         to be a  Qualifying  Bank  (i) by  reason  of any  change  in any  law,
         directive or regulation or in its  application  or  interpretation,  in
         each  case  taking  effect  after the date of this  Agreement  and (ii)
         otherwise than by reason of its no longer being entitled to the benefit

                                       39
<PAGE>

         of a double tax treaty) the Borrower shall not be liable to pay to that
         Bank  under  clause 8.7 any sum in excess of the sum it would have been
         obliged  to pay if that  Bank  had  been,  or had not  ceased  to be, a
         Qualifying Bank.

8.9       Claw-back of Tax benefit

         If following  any such  deduction or  withholding  as is referred to in
         clause 8.7 from any payment by the Borrower,  the Agent,  any Arranger,
         the Security  Trustee or any Bank shall  receive or be granted a credit
         against or  remission  for any taxes  payable  by it,  the  Agent,  any
         Arranger,  the  Security  Trustee  or such Bank  shall,  subject to the
         Borrower  having made any increased  payment in accordance  with clause
         8.7 and to the  extent  that the Agent,  such  Arranger,  the  Security
         Trustee or such Bank can do so without prejudicing the retention of the
         amount of such credit or remission  and without  prejudice to the right
         of the  Agent,  such  Arranger,  the  Security  Trustee or such Bank to
         obtain any other  relief or  allowance  which may be  available  to it,
         reimburse  the Borrower with such amount as the Agent,  such  Arranger,
         the  Security  Trustee  or such Bank shall in its  absolute  discretion
         certify to be the  proportion of such credit or remission as will leave
         the Agent, such Arranger, the Security Trustee or such Bank (after such
         reimbursement)  in no worse  position  than it would  have  been in had
         there been no such  deduction  or  withholding  from the payment by the
         Borrower as aforesaid.  Such reimbursement shall be made forthwith upon
         the Agent, such Arranger,  the Security Trustee or such Bank certifying
         that the amount of such  credit or  remission  has been  received by it
         provided that the Agent, the relevant Arranger, the Security Trustee or
         the relevant Bank shall not  unreasonably  delay before so  certifying.
         Nothing  contained  in this  Agreement  shall  oblige  the  Agent,  any
         Arranger, the Security Trustee or any Bank to disclose to the Borrower,
         any  other  member of the Group or any  other  person  any  information
         regarding  its tax affairs or tax  computations  or interfere  with the
         right of the Agent, such Arranger, the Security Trustee or such Bank to
         arrange  its tax  affairs  in  whatever  manner it thinks  fit and,  in
         particular,  none of the Agent, the Arrangers,  the Security Trustee or
         the  Banks  shall be under  any  obligation  to claim  relief  from its
         corporate profits,  tax liability or similar tax liabilities in respect
         of such tax in  priority  to any  other  claims,  reliefs,  credits  or
         deductions  available to it. Without prejudice to the generality of the
         foregoing,  none of the Borrower or any other member of the Group shall
         by virtue of this clause 8.9, be entitled to enquire about the Agent's,
         any Arranger's, the Security Trustee's or any Bank's tax affairs.

8.10      Bank accounts

         Each Bank shall maintain,  in accordance with its usual  practices,  an
         account or accounts  evidencing  the amounts from time to time lent by,
         owing to and paid to it under this Agreement.  The Agent shall maintain
         a control account showing the Loan and other sums owing by the Borrower
         under this  Agreement  and all payments in respect  thereof made by the
         Borrower  from time to time.  The control  account shall be prima facie
         evidence as to the amount from time to time owing by the Borrower under
         this Agreement.

                                       40
<PAGE>
8.11      Partial payments

         If,  on any date on which a payment  is due to be made by the  Borrower
         under  this  Agreement,  the  amount  received  by the  Agent  from the
         Borrower  falls short of the total amount of the payment due to be made
         by the Borrower on such date then,  without  prejudice to any rights or
         remedies available to the Agent and the Banks under this Agreement, the
         Agent shall apply the amount actually  received from the Borrower in or
         towards  discharge  of the  obligations  of  the  Borrower  under  this
         Agreement in the following  order,  notwithstanding  any  appropriation
         made, or purported to be made, by the Borrower:

         (a)      first,  in or towards  payment to the Agent, of any portion of
                  the arranging fee payable under clause 7.1(a) which shall have
                  become due but remains unpaid;

         (b)      secondly,  in or towards payment to the Agent,  the Arrangers,
                  the Security  Trustee and the Banks,  on a pro rata basis,  of
                  any  unpaid  fees,  costs  and  expenses  of  the  Agent,  the
                  Arrangers,  the  Security  Trustee  and the Banks  under  this
                  Agreement  and any  portion of the agency  fee  payable  under
                  clause 7.1(b) which shall have become due but remains unpaid;

         (c)      thirdly,  in or towards  payment  to the Banks,  on a pro rata
                  basis,  of any accrued  commitment  commission  payable  under
                  clause 7.1(c) which shall have become due but remains unpaid;

         (d)      fourthly,  in or towards  payment to the Banks,  on a pro rata
                  basis,  of any  accrued  interest  in respect of the Tranche A
                  Loan which shall have become due but remains unpaid;

         (e)      fifthly,  in or towards  payment  to the Banks,  on a pro rata
                  basis,  of any  accrued  interest  on the Tranche B Loan which
                  shall have become due but remains unpaid;

         (f)      sixthly,  in or towards  payment  to the Banks,  on a pro rata
                  basis, of any principal of the Tranche A Loan which shall have
                  become due but remains unpaid;

         (g)      seventhly,  in or towards  payment to the Banks, on a pro rata
                  basis, of any principal of the Tranche B Loan which shall have
                  become due but remains unpaid; and

         (h)      eighthly,  in or towards  payment of any other sum which shall
                  have become due but remains unpaid (and, if more than one such
                  sum so remains unpaid, on a pro rata basis).

         The order of  application  set out in this clause 8.11 may be varied by
         the Agent if all Banks so direct.

                                       41
<PAGE>
8.12      Effect of monetary union

         If the  country  of any  national  currency  in  which  any  amount  is
         expressed to be payable under this Agreement  participates  in Economic
         and  Monetary  Union in  accordance  with Article 109j of the Treaty on
         European Union, then:

         (a)      (if more than one currency or currency  unit is  recognised by
                  the  central  bank of that  country as the lawful  currency of
                  that  country) any amount  expressed to be payable  under this
                  Agreement  in that  national  currency  shall  be made in that
                  national currency or in euro as the relevant Agent may, by not
                  less than three  Banking  Days' notice to the Borrower and the
                  relevant Banks to that effect, require;

         (b)      any amount so required  to be paid in euro shall be  converted
                  from that national currency at the rate stipulated pursuant to
                  Article 1091(4) of the Treaty on European Union and payment of
                  the  amount  in  euro  derived  from  such  conversion   shall
                  discharge  the  obligation  of the relevant  party to pay such
                  national  currency amount in accordance  with, and subject to,
                  the Regulation(s) made pursuant to Article 1091(4);

         (c)      after  consultation  between the Agent,  the  Borrower and the
                  Banks and  notwithstanding  clause  19.2,  the Agent  shall be
                  entitled to make such  amendments to this  Agreement as it may
                  reasonably  determine  to be  necessary  to  take  account  of
                  monetary union to put the Banks in no better or worse position
                  (as far as reasonably  possible)  than they would have been in
                  if no change in currency had taken place.

         Any amendment so made to this  Agreement by the Agent shall be promptly
         notified  to the other  parties  thereto  and shall be  binding  on all
         parties thereto.


                                       42
<PAGE>
9         Representations and warranties

9.1       Repeated representations and warranties

         The Borrower and each other Security Obligor  severally  represents and
         warrants in respect of itself and,  in the case of the  Borrower,  each
         other  member of the Group to each of the  Banks,  the  Arrangers,  the
         Security Trustee and the Agent that:

         (a)       Due incorporation of the Borrower and its Subsidiaries

                  the Borrower is duly  incorporated  and validly existing under
                  the laws of Bermuda as a limited liability company, each other
                  Security  Obligor is duly  incorporated  and validly  existing
                  under the laws of England or Bermuda (as the case may be) as a
                  limited  liability  company (or equivalent if  incorporated in
                  Bermuda) and each  Security  Obligor has power to carry on its
                  business  as it is now  being  and  hereafter  proposed  to be
                  conducted and to own its property and other assets;

         (b)       Power of the Borrower and each Charging Subsidiary

                  the Borrower and each Charging  Subsidiary  have all requisite
                  power  to  execute,   deliver  and  perform  their  respective
                  obligations under this Agreement and the Security Documents to
                  which they are a party including,  in the case of the Borrower
                  to borrow the  Commitments;  compliance has been made with all
                  necessary    requirements   and   all   necessary   corporate,
                  shareholder or other action has been taken by the Borrower and
                  each Charging Subsidiary to authorise the execution,  delivery
                  and  performance of this Agreement and the Security  Documents
                  to which they are a party;  no limitation on the powers of the
                  Borrower to borrow will be exceeded as a result of  borrowings
                  under this Agreement;

         (c)       Binding obligations

                  this   Agreement   constitutes   valid  and  legally   binding
                  obligations of each Security Obligor enforceable in accordance
                  with its terms subject to the qualifications  contained in the
                  legal opinions  referred to in schedule 3 which relate to this
                  Agreement.  The  Security  Documents to which they are a party
                  constitute  valid  and  legally  binding  obligations  of each
                  Security   Obligor   enforceable  in  accordance   with  their
                  respective  terms subject to the  qualifications  contained in
                  the legal  opinions  referred to in schedule 3 which relate to
                  the  Security  Documents  and for this  purpose any  statement
                  contained in the qualifications to any such legal opinion that
                  no opinion is given or expressed in relation to any particular
                  matter shall be deemed to be a  qualification  of such opinion
                  as regards such matter;

                                       43
<PAGE>

         (d)       No conflict with other obligations

                  the  execution  and  delivery  of,  the  performance  of their
                  respective   obligations   under,   and  compliance  with  the
                  provisions of, this Agreement by each Security Obligor and the
                  Security  Documents to which they are a party by each Security
                  Obligor will not (i)  contravene  in any material  respect any
                  existing  applicable law,  statute,  rule or regulation or any
                  judgment,  decree or permit to which any  Security  Obligor is
                  subject, (ii) contravene or conflict with any provision of the
                  Memorandum  and Articles of Association of the Borrower or any
                  Security  Obligor,  (iii) breach in any  material  respect any
                  term of the  Licences or the  Necessary  Authorisations,  (iv)
                  conflict with in any material respect, or result in any breach
                  of any of the  terms  of, or  constitute  a default  under any
                  agreement  to  which  any  Security  Obligor  is a party or is
                  subject or by which it or any of its  property is bound or (v)
                  result  in the  creation  or  imposition  of,  or  oblige  any
                  Security Obligor to create,  any Encumbrance (other than those
                  created by the Security  Documents) on any Security Obligor or
                  any of their undertakings, assets, rights or revenues;

         (e)       No litigation

                  save as disclosed in the  Disclosure  Letter,  no  litigation,
                  arbitration  or  administrative  proceeding  is taking  place,
                  pending or, to the  knowledge  of the officers of the Borrower
                  or any other Security Obligor (as the case may be), threatened
                  against  the  Borrower  or any of its  Subsidiaries  which (if
                  adversely  determined)  would or is reasonably  likely, in the
                  opinion of the Agent, to have a Material Adverse Effect;

         (f)       Financial statements

                  (i)      the audited consolidated  financial statements of the
                           Comcast Group in respect of the financial  year ended
                           on 31 December  1996 on form 10-K as delivered to the
                           Agent have been filed with the SEC in accordance with
                           the Exchange Act and have been prepared in accordance
                           with US GAAP;

                  (ii)     the Quarterly  Management  Accounts for the Quarterly
                           Period  ending on 30  September  1997 as delivered to
                           the Agent have been  prepared in  accordance  with UK
                           GAAP which principles have been consistently  applied
                           and present  fairly and accurately the results of the
                           operations of the Group for the relevant period; and

                  (iii)    the pro forma consolidated  financial projections for
                           the financial years ending 31st December 1997 to 31st
                           December 2007 inclusive for the Group,  the operating
                           statistics  projections  for such financial years and
                           the Agreed  Base Case have been  prepared  based upon
                           historical   financial   information   and  upon  the
                           assumptions  set  forth  therein,  which  assumptions
                           were, in the opinion of the Board of Directors of the
                           Borrower  looking  at  the  projections  as a  whole,
                           reasonable  both when made and are  reasonable on the
                           date hereof;

                                       44
<PAGE>

         (g)       No filing required

                  it  is  not  necessary  to  ensure  the  legality,   validity,
                  enforceability  or admissibility in evidence of this Agreement
                  or any of the Security Documents that any of them or any other
                  instrument  be  notarised,  filed,  recorded,   registered  or
                  enrolled  in any court or  public  office  in  Bermuda  or the
                  United Kingdom (save, in the case of the Share  Mortgage,  the
                  obtaining of the permission of the Bermuda Monetary  Authority
                  for the transfer  from Comcast to the Security  Trustee of the
                  shares mortgaged pursuant to the Share Mortgage, in the United
                  Kingdom,  for the  registration of the Debenture and the Share
                  Mortgage  pursuant  to section 395 of the  Companies  Act 1985
                  and,  in the  case  of the  Debenture,  pursuant  to the  Land
                  Registration  Act  1925  and the  Land  Charges  Act  1925 and
                  regulations made thereunder);

         (h)       Choice of law

                  the choice by each  Security  Obligor of English law to govern
                  this  Agreement  and the  Security  Documents to which it is a
                  party is  valid  and  binding  subject  to the  qualifications
                  contained in the legal opinion referred to in schedule 3 which
                  relate to this  Agreement  or the Security  Documents  and for
                  this purpose any statement  contained in the qualifications to
                  any such legal  opinion  that no opinion is given or expressed
                  in relation to any  particular  matter shall be deemed to be a
                  qualification of such opinion as regards such matter;

         (i)       Legal and beneficial owners

                  the Borrower and its Subsidiaries are the legal and beneficial
                  owners  of and have  good and  marketable  title to all  their
                  respective  material properties and other material assets free
                  from any Encumbrances other than Permitted Encumbrances;

         (j)       No material adverse change

                  there has been no adverse change in the financial condition or
                  operations  of the Group  from  that set  forth in the  latest
                  audited  financial  statements  of the  Group  or  the  latest
                  Quarterly  Management  Accounts  delivered  to the Agent under
                  this Agreement  which, in either case,  would or is reasonably
                  likely,  in the  opinion  of the  Agent,  to  have a  Material
                  Financial Adverse Effect;

         (k)       Compliance with Environmental Laws and Licences

                  each member of the Group:

                                       45
<PAGE>

                  (i)      complies  and  has at all  times  complied  with  all
                           Environmental Laws and Environmental Licences and all
                           other laws,  regulations  and  judgments  (other than
                           Telecommunications  and  Cable  Laws)  the  breach of
                           which  would  or  is  reasonably  likely  to  have  a
                           Material Financial Adverse Effect; and

                  (ii)     has obtained  and  maintains in full force and effect
                           all Environmental Licences, and there are no facts or
                           circumstances   entitling   any  such   Environmental
                           Licences to be revoked,  suspended,  amended, varied,
                           withdrawn  or  not  renewed  where  such  revocation,
                           suspension,   amendment,   variation,  withdrawal  or
                           non-renewal,  would or is reasonably likely to have a
                           Material Financial Adverse Effect;

         (l)       Environmental Claim

                  no  Environmental  Claim  is  pending  or  has  been  made  or
                  threatened  against  any  member  of the Group or any of their
                  respective  officers or any occupier of any property  owned or
                  leased  by any  member of the Group and no member of the Group
                  has any  reason  to  believe  that it or,  in the  case of the
                  Borrower, any of its Subsidiaries has or is likely to have any
                  liability in relation to  Environmental  Matters  which in any
                  such case  would or is  reasonably  likely to have a  Material
                  Financial Adverse Effect;

         (m)       Deposit of Relevant Substance

                  save as disclosed in the Disclosure Letter, to the best of its
                  knowledge   and  belief,   no  Relevant   Substance  has  been
                  deposited,  disposed of, kept,  treated,  imported,  exported,
                  transported,  processed, manufactured, used, collected, sorted
                  or  produced  at any time,  or is present  in the  environment
                  (whether  or  not  on  property  owned,  leased,  occupied  or
                  controlled by any member of the Group) in circumstances  which
                  are likely to result in an  Environmental  Claim  against  any
                  member of the Group which would,  or is  reasonably  likely to
                  have a Material Financial Adverse Effect;

         (n)       Disclosure of inspection results

                  save as disclosed in the Disclosure Letter,  full details have
                  been  given to the Agent of any  inspections,  investigations,
                  studies,  audits, tests, reviews or other analyses in relation
                  to  Environmental  Matters relating to any member of the Group
                  or to the best of the knowledge of any member of the Group (as
                  the case may be) any property now owned, leased or occupied by
                  any  member  of the Group  and of all  Environmental  Licences
                  which  disclose any matters which would or would be reasonably
                  likely to have a Material Financial Adverse Effect;

                                       46
<PAGE>

         (o)       Intellectual Property Rights

                  (i)      the Intellectual Property Rights owned by each member
                           of the Group are free from any Encumbrance  (save for
                           those  created or to be created by or pursuant to the
                           Security Documents) and any other rights or interests
                           in favour of third parties  which,  in any such case,
                           could  reasonably  be  expected  to  have a  Material
                           Financial Adverse Effect;

                  (ii)     the Intellectual Property Rights owned by each member
                           of the Group are all the Intellectual Property Rights
                           required by them in order to carry on,  maintain  and
                           operate in all  material  respects  their  respective
                           businesses,  properties  and  assets and no member of
                           the Group in carrying on its business  infringes  any
                           Intellectual Property Rights of any third party where
                           any action  taken by such  third  party in respect of
                           any such  infringement  would or is reasonably likely
                           to have a Material Financial Adverse Effect; and

                  (iii)    no  Intellectual  Property Rights owned by any member
                           of  the  Group  are  being  infringed,   nor  to  its
                           knowledge is there any threatened infringement of any
                           such  Intellectual  Property  Rights which, in either
                           case would or is reasonably likely to have a Material
                           Financial Adverse Effect;

         (p)       Copyright matters

                  each member of the Group has  obtained  all consents and taken
                  all other action  required in  connection  with the  secondary
                  transmission by it of any broadcast  television signals and no
                  member of the Group has any knowledge,  nor is it aware of any
                  claim,  that  it is or may be  liable  to any  person  for any
                  copyright infringement of any nature whatsoever as a result of
                  the  operation of its  business  which  liability  would or is
                  reasonably likely to have a Material Financial Adverse Effect;
                  and

         (q)       Shares

                  all  shares  issued  by each  member  of the  Group  have been
                  validly allotted.

9.2       Further representations and warranties

         The  Borrower  and  each  other  Security  Obligor   severally  further
         represents  and  warrants  in respect of itself and, in the case of the
         Borrower,  each  of  its  Subsidiaries,  to  each  of  the  Banks,  the
         Arrangers, the Security Trustee and the Agent that:

                                       47
<PAGE>

         (a)       Principal Agreements

                  (i) the Principal  Agreements  which have been entered into on
                  or prior to the date of this  Agreement  are in full force and
                  effect and (ii) to the best of its  knowledge and belief after
                  due enquiry,  (1) no party is in breach of the terms  thereof,
                  (2) (save as disclosed in the  Disclosure  Letter) there is no
                  dispute  subsisting  between  the  parties  thereto and (3) no
                  amendments  have been made  thereto  (save for any  amendments
                  referred  to in the  relevant  definitions)  which in any such
                  case could  reasonably be expected to have a Material  Adverse
                  Effect;

         (b)       Licences and Necessary Authorisations

                  the  Licences  are in full force and effect and each member of
                  the Group is in compliance  in all material  respects with all
                  provisions  thereof.  Each member of the Group has secured all
                  the    Necessary    Authorisations,    all   such    Necessary
                  Authorisations are in full force and effect and each member of
                  the Group is in compliance  in all material  respects with all
                  provisions  thereof.  To the  best  of the  knowledge  of each
                  member  of the  Group  neither  the  Licences  nor  any of the
                  Necessary  Authorisations  are the  subject of any  pending or
                  threatened  attack or revocation  which in any such case could
                  reasonably be expected to have a Material Adverse Effect;

         (c)       Consents obtained

                  every  consent,  authorisation,  licence  or  approval  of, or
                  registration  with or declaration  to,  governmental or public
                  bodies or  authorities  or courts (other than the Licences and
                  the  Necessary   Authorisations)  required  by  each  Security
                  Obligor to authorise,  or required by each Security Obligor in
                  connection   with,   the   execution,    delivery,   validity,
                  enforceability  or admissibility in evidence of this Agreement
                  and the  Security  Documents  to which they are a party or the
                  performance  by each  Security  Obligor  of  their  respective
                  obligations  under this  Agreement and the Security  Documents
                  (other than the  registration  of the  Debenture and the Share
                  Mortgage  pursuant  to section 395 of the  Companies  Act 1985
                  and,  in the  case of the  Debenture,  section  26 of the Land
                  Registration  Act  1925) has been  obtained  or made and is in
                  full force and effect and there has been no  material  default
                  in the observance of the conditions or  restrictions  (if any)
                  imposed in, or in connection with, any of the same;

         (d)       Contractual commitments

                  no dividends  (in cash or specie) of the Borrower or any other
                  rights or  benefits  have been  declared,  made or paid by the
                  Borrower  and no  member of the  Group  has  entered  into any
                  contractual  commitments of a material  nature (other than (i)
                  the Principal Agreements, (ii) for the purpose of carrying out
                  the business of  constructing,  installing and operating cable

                                       48
<PAGE>

                  television and telecommunications systems in the Franchises or
                  such  other  business  as is  permitted  by the  terms of this
                  Agreement or (iii) contractual commitments arising pursuant to
                  or constituting  Permitted  Borrowings,  Permitted  Disposals,
                  Permitted  Guarantees,   Permitted  Intra-Group  Transactions,
                  Permitted Investments or Permitted Encumbrances);

         (e)       No withholding Taxes

                  as at the date of this Agreement, on the basis that all of the
                  Banks  are   Qualifying   Banks,   no  Taxes  are  imposed  by
                  withholding  or  otherwise  on any  payment  to be made to the
                  Agent, the Arrangers, the Security Trustee or the Banks by any
                  member of the  Group  under  this  Agreement  or any  Security
                  Document  to which any of them is a party or are imposed on or
                  by virtue of the  execution  or  delivery by any member of the
                  Group of this Agreement or any Security  Document to which any
                  of  them  is a  party  or any  document  or  instrument  to be
                  executed  or  delivered  under  this  Agreement  or  any  such
                  Security  Document  (other  than  stamp  duty  payable  on any
                  Security Document);

         (f)       Telecommunications and Cable Laws

                  save as disclosed in the Disclosure Letter, each member of the
                  Group  is in  compliance  in all  material  respects  with all
                  Telecommunications  and Cable  Laws but  excluding,  for these
                  purposes only, breaches of  Telecommunications  and Cable Laws
                  which have been  expressly  waived by the relevant  regulatory
                  authority or which could not  reasonably be expected to have a
                  Material Adverse Effect;

         (g)       No Default

                  no Default has occurred and is continuing;

         (h)       Information Memorandum

                  to the best of the  Borrower's  knowledge and belief after due
                  enquiry,  as at the  date of the  Information  Memorandum  the
                  factual  information  contained in the Information  Memorandum
                  was  true  and  accurate  in all  material  respects  and  not
                  misleading  in  any  material   respect  and  the  Information
                  Memorandum  does not omit any material  facts;  all reasonable
                  enquiries  have been made by the  Borrower to verify the facts
                  and statements  contained therein;  all opinions,  projections
                  and forecasts  contained  therein and the assumptions on which
                  such  opinions,  projections  and  forecasts  were  based were
                  arrived at after due and careful consideration and enquiry and
                  represent  the  views  of the  Borrower  as at the date of the
                  Information  Memorandum;   there  are  no  material  facts  or
                  circumstances  which have not been  disclosed to the Arrangers
                  prior to the date hereof the  omission of which could make any
                  material  factual  information  contained  in the  Information
                  Memorandum  inaccurate or  misleading in any material  respect

                                       49
<PAGE>

                  either as at the date of the  Information  Memorandum or as at
                  the date of this Agreement or any of the opinions, projections
                  and forecasts contained in the Information Memorandum (and the
                  assumptions on which such opinions,  projections and forecasts
                  were made) misleading in any material respect either as at the
                  date  of the  Information  Memorandum  or as the  date of this
                  Agreement. No warranty or representation is made in respect of
                  (i) any information, facts, statements, opinions, projections,
                  forecasts, demographic statistics or circumstances relating to
                  the  cable  and   telecommunications   industry   as  a  whole
                  ("Information"), (ii) any person other than the members of the
                  Group or (iii) any  Information  which is in the public domain
                  or which is identified in the Information Memorandum as having
                  been  obtained  from or made by a source,  or being those of a
                  person, other than the members of the Group; and

         (i)      Network Operating Services

                  the Network Operating Services in relation to the Cable System
                  are  provided by TeleWest  Communications  plc pursuant to the
                  Network Service Centre Agreement.

9.3       Repetition

         The  representations  and warranties in clause 9.1, except (g), (h) and
         (f)(ii), (so that:

          (a)  the  representation  and warranty in clause  9.1(f)(i)  shall for
               this purpose refer to (i) the then latest consolidated  financial
               statements  of the Comcast Group (as filed with the SEC) verified
               by the auditors of the Comcast  Group and  delivered to the Agent
               under clause 11.1 and (ii) the then latest consolidated financial
               statements  of the Group (A)  reported on by the  auditors of the
               Group  and  delivered  to the  Agent  under  clause  11.1 and (B)
               prepared  in  accordance  with UK GAAP and such  principles  have
               (save where the  Borrower is  permitted to prepare or procure the
               preparation  of financial  statements on the New Basis and is not
               required to prepare  financial  statements on the Original  Basis
               (each as defined in clause  11.1(i))) been  consistently  applied
               and present fairly and accurately the financial  position of each
               such entity as at such date and the results of the  operations of
               the Group for the financial year ended on such date,

          (b)  the  representation  and warranty contained in clause 9.1(f)(iii)
               shall  for  this  purpose  refer  to the then  latest  pro  forma
               consolidated  financial  projections  of the  Group  and the then
               latest  operating  statistics   projections  for  each  franchise
               contained in the relevant  Annual  Budget and shall not include a
               representation or warranty as to the Agreed Base Case, and

          (c)  the  representation  and warranty in clause 9.1(j) shall for this
               purpose  refer to the  latest  audited  financial  statements  or
               Quarterly Management Accounts of the Group delivered to the Agent
               under clause 11.1),

                                       50
<PAGE>

         shall be deemed to be repeated by the Borrower and each other  Security
         Obligor on and as of each Interest Payment Date, the date on which each
         Advance is made under this Agreement and as at the date each set of the
         latest audited and/or  verified  financial  statements are delivered to
         the Agent under clause 11.1(f).

10        Subordination

10.1      Restricted Payments

         The Security  Obligors jointly and severally  undertake with each Bank,
         each Arranger, the Security Trustee and the Agent that from the date of
         this Agreement and so long as any monies are owing under this Agreement
         or remain available for drawing by the Borrower:

          (a)  they will not (and,  in the case of the  Borrower,  will  procure
               that its  Subsidiaries do not) make any Restricted  Payment other
               than Permitted Payments; and

          (b)  they will procure that any Restricted  Person (other than Comcast
               U.K. Consulting,  Inc. provided that the only Restricted Payments
               payable to it are under the  Consultant  Agreement in its form as
               at the date of this  Agreement  and it remains a Subsidiary  of a
               Restricted  Person who has entered into a Deed of  Subordination)
               enters  into a Deed  of  Subordination  prior  to any  Restricted
               Payment  becoming  payable  to such  Restricted  Person  and will
               provide the Agent with such evidence as it may reasonably request
               as to the power and  authority  of the  relevant  person to enter
               into   such  Deed  of   Subordination   and  that  such  Deed  of
               Subordination  constitutes valid and legally binding  obligations
               of the relevant person enforceable, subject to any qualifications
               of a substantially similar nature to those contained in the legal
               opinions referred to in schedule 3, in accordance with its terms.

11        Positive covenants

11.1      Covenants

         The Security Obligors jointly and severally  undertake with each of the
         Banks,  each of the Arrangers,  the Security Trustee and the Agent that
         they will from the date of this Agreement and so long as any monies are
         owing  under  this  Agreement  or any part of the  Commitments  remains
         outstanding:

         (a)       Notice of Default, etc.

                  promptly  inform the Agent of (i) any  occurrence  of which it
                  becomes  aware which would or is  reasonably  likely to have a
                  Material  Adverse  Effect,  (ii) any  Default  forthwith  upon
                  becoming  aware  thereof  and will  from  time to time,  if so
                  requested by the Agent,  confirm to the Agent in writing that,
                  save as otherwise stated in such confirmation,  no Default has
                  occurred and is  continuing,  (iii) any lapse,  suspension  or

                                       51
<PAGE>

                  termination of or refusal by any person to renew or extend any
                  Licence  or  Necessary  Authorisation  or  any  breach  of any
                  Licence or Necessary Authorisation where any such breach would
                  or is  reasonably  likely to have a Material  Adverse  Effect,
                  (iv) (to the  extent  known to any  member of the  Group)  the
                  commencement  of  all  proceedings  and  investigations  by or
                  before any  governmental  body and all actions and proceedings
                  in  any  court  or  before  any  arbitrator   where  any  such
                  proceedings,  investigations  or actions  would,  if adversely
                  determined, have a Material Adverse Effect (v) any application
                  of which it becomes  aware for any other  licence or franchise
                  agreement  by  means of cable  television  systems  (including
                  satellite master antennae  television  systems and multi-point
                  microwave  distribution systems) with respect to the territory
                  covered  by  the  Licences  where  any  such  application,  if
                  successful,  would or is reasonably  likely to have a Material
                  Financial   Adverse   Effect   and  (vi)  any  breach  of  any
                  Telecommunications  and Cable  Laws by any member of the Group
                  which would or is reasonably likely to have a Material Adverse
                  Effect;

         (b)       Consents and authorisations

                  obtain   or  cause  to  be   obtained   (i)   every   consent,
                  authorisation,  licence  (other than a Licence or a renewal or
                  extension  thereof) or approval  of, or  registration  with or
                  declaration  to,  governmental or public bodies or authorities
                  or courts  and (ii)  every  notarisation,  filing,  recording,
                  registration or enrolment in any court or public office in the
                  United  Kingdom (in any such case)  required  by any  Security
                  Obligor or any Subordinated Creditor to authorise, or required
                  by any  Security  Obligor  or  any  Subordinated  Creditor  in
                  connection   with,   the   execution,    delivery,   validity,
                  enforceability  or admissibility in evidence of this Agreement
                  and the Security  Documents or the performance by any Security
                  Obligor  or any  Subordinated  Creditor  of  their  respective
                  obligations under this Agreement and the Security Documents to
                  which they are a party;

         (c)       Licences

                  obtain or cause to be obtained  every  Licence and ensure that
                  (A)  where  there  are any  Subscribers  within  the  relevant
                  Franchise  subscribing for services covered by a Licence,  (1)
                  such Licence is not revoked, cancelled,  suspended,  withdrawn
                  or terminated,  or does not expire or otherwise cease to be in
                  full  force  and  effect  unless  the  same  is,  prior  to or
                  contemporaneously with such event, renewed or replaced and (2)
                  none of the DTI, ITC, OFTEL nor any other  relevant  authority
                  issues any notice in respect of any  Franchise  informing  any
                  Security Obligor that it has or will (whether or not following
                  the failure to satisfy  certain  conditions)  revoke,  cancel,
                  suspend, withdraw, terminate or not permit the renewal of such
                  Licence (whether or not such notice gives any Security Obligor
                  a period  within which to remedy the matter which gave rise to
                  such  notice)  and (B) such  Licence  is not  modified  and no
                  Security Obligor commits any breach of the terms or conditions
                  thereof (including,  without  limitation,  any failure to meet
                  the   milestones   referred   to   therein)   where  any  such
                  modification, breach or failure would or is reasonably likely,
                  in the  opinion  of the  Agent,  to  have a  Material  Adverse
                  Effect;

                                       52
<PAGE>
         (d)       Necessary Authorisations

                  obtain or cause to be obtained every  Necessary  Authorisation
                  and ensure that (i) none of the  Necessary  Authorisations  is
                  revoked,  cancelled,  suspended,  withdrawn or terminated,  or
                  expires and is not renewed or  otherwise  ceases to be in full
                  force  and  effect  and  (ii) no  Necessary  Authorisation  is
                  modified and no member of the Group  commits any breach of the
                  terms or conditions of any Necessary  Authorisation  which, in
                  the case of any of the actions or events referred to in either
                  (i) or (ii), would or is reasonably  likely, in the opinion of
                  the Agent, to have a Material Adverse Effect;

         (e)       Business

                  engage in the  business  of acting as the  holder of shares in
                  other   members   of  the  Group   and/or  the   business   of
                  constructing,   installing,   operating  and  utilising  cable
                  television  and  telecommunications  systems in the Franchises
                  and in no  other  activities  save  for any  directly  related
                  business reasonably considered to be financially beneficial to
                  such  business;  in the  case of the  Borrower  engage  in the
                  business of acting as the holding company of its  Subsidiaries
                  (which shall include the raising of Permitted  Borrowings  and
                  the on-lending of such Borrowed Money to its  Subsidiaries  in
                  accordance  with the  provisions of this  Agreement) and in no
                  other activities;

         (f)       Financial statements

                  (A)  procure  the   preparation  of   consolidated   financial
                  statements of (x) the Comcast Group in accordance with US GAAP
                  and (y) the  Group in  accordance  with UK GAAP and (B)  cause
                  such   financial   statements  to  be  reported  on  by  their
                  respective auditors and deliver to the Agent sufficient copies
                  of the same for  distribution  to all of the  Banks as soon as
                  practicable  but not later  than 150 days after the end of the
                  financial year to which they relate.

         (g)       Quarterly Management Accounts

                  in  respect  of  each  Quarterly  Period,   prepare  unaudited
                  consolidated  Quarterly  Management  Accounts for the Group in
                  each case  containing  information of the same type and to the
                  same  level of detail as in the format  agreed  with the Agent
                  (including,  without  limitation,  a profit and loss  account,
                  balance  sheet,  cash flow  statement and summary of operating
                  statistics  in the  agreed  form and,  in the case of the last
                  Quarterly  Period of each  financial  year,  a profit and loss
                  account,  balance  sheet  and  cash  flow  statement  for that
                  financial  year in the  agreed  form)  or  omitting  any  such
                  information or detail or containing such other  information or
                  to such  other  level  of  detail  or  containing  such  other
                  information or to such other level of detail as may, from time
                  to time, be approved by the Agent (acting on the  instructions
                  of the  Majority  Banks) in writing  and deliver a copy of the

                                       53
<PAGE>
                  same to the Agent for distribution to all of the Banks as soon
                  as practicable  but not later than 45 days after the Quarterly
                  Period to which they relate;

         (h)       Monthly Management Accounts

                  in  respect  of  each  calendar   month,   prepare   unaudited
                  consolidated Monthly Management Accounts for the Group in each
                  case  containing  information of the same type and to the same
                  level  of  detail  as in the  format  agreed  with  the  Agent
                  (including,  without  limitation,  a profit and loss  account,
                  balance  sheet  and  cash  flow  statement  and a  summary  of
                  operating  statistics in the agreed form) or omitting any such
                  information or detail or containing such other  information or
                  to such  other  level  of  detail  or  containing  such  other
                  information or to such other level of detail as may, from time
                  to time, be approved by the Agent (acting on the  instructions
                  of the  Majority  Banks) in writing  and deliver a copy of the
                  same to the Agent for distribution to all of the Banks as soon
                  as  practicable  but not later than 30 days after the calendar
                  month to which they relate;

         (i)       Change in basis of accounts

                  the Borrower shall ensure that all financial statements of the
                  Group   delivered   under  clause   11.1(f)  are  prepared  in
                  accordance  with  UK  GAAP  and  are in  accordance  with  the
                  accounting principles and practices used in the preparation of
                  the financial  statements referred to in clause 9.3(a)(ii) and
                  the 1998 Budget (the "Original Basis") consistently applied in
                  respect  of each  financial  year  unless  to do so  would  be
                  inconsistent  with then current UK GAAP (the "New Basis").  If
                  the preparation of financial  statements on the Original Basis
                  is contrary to the New Basis then the Borrower  shall promptly
                  notify the Agent in writing of the relevant change and (at the
                  option of the  Borrower)  shall either (1) prepare and deliver
                  to the Agent audited financial statements on both the Original
                  Basis  and  the  New  Basis  (or  shall  prepare  and  deliver
                  financial  statements  on the New Basis  only but  shall  also
                  prepare and  deliver an audited  reconciliation  statement  (a
                  "Reconciliation    Statement")   showing   those   adjustments
                  necessary  in  order to  reconcile  the  financial  statements
                  produced  on the  New  Basis  to the  Original  Basis)  or (2)
                  request  the Agent to enter into good faith  negotiations  for
                  such  amendment  (if any) as are  necessary  to the  covenants
                  contained  in  clause  13.1 and any other  provisions  of this
                  Agreement  affected by such  change,  in which event the Agent
                  will  enter  into such  negotiations  for a period of not more
                  than 28 days. If agreement is reached between the Borrower and
                  the Agent (acting on the  instructions  of the Majority Banks)
                  within such period as to the  amendment of any such  covenants
                  or  provisions,  then the parties  hereto will enter into such

                                       54
<PAGE>

                  documentation and take such other steps as are required to put
                  such amendments into effect following which the Borrower shall
                  then be  obliged to produce  financial  statements  on the New
                  Basis only. If no such  agreement is reached then the Borrower
                  shall be obliged to prepare and deliver  financial  statements
                  on both the Original Basis and the New Basis (or shall prepare
                  and  deliver  audited  financial  statements  on the New Basis
                  accompanied by a Reconciliation Statement).

                  Where the Borrower is under an obligation to deliver financial
                  statements under clause 11.1(f) on both the Original Basis and
                  the  New  Basis  (or on the New  Basis  but  accompanied  by a
                  Reconciliation  Statement),  Monthly  Management  Accounts and
                  Quarterly  Management Accounts shall also be delivered on both
                  bases or on the New Basis but accompanied by a  Reconciliation
                  Statement.

                  All  financial  statements,   Quarterly  Management  Accounts,
                  Monthly  Management  Accounts  and  Reconciliation  Statements
                  delivered  pursuant to this clause  11.1(i) shall be delivered
                  within the relevant time period set out in clause 11.1.

                  The  provisions  of this  clause  11.1(i)  shall  also  apply,
                  mutatis  mutandis,  to the  preparation  and  delivery  of the
                  Annual Budget under clause 11.1(j)(iii).

         (j)       Delivery of reports

                  deliver to the Agent,  for  distribution  to the Banks (in the
                  case of a Compliance Certificate issued by the auditors of the
                  Group) sufficient copies for all of the Banks or (in any other
                  case) a copy of each of the following documents,  in each case
                  at the time of issue thereof or (in the case of the Compliance
                  Certificates  referred  to in (ii)  below)  together  with the
                  financial  statements  prepared  in respect of each  financial
                  year and Quarterly  Management Accounts prepared in respect of
                  each Quarterly Period pursuant to clause 11.1(g) in respect of
                  the  financial  period to which  such  Compliance  Certificate
                  relates:

                  (i)      every material document issued by the Borrower to its
                           shareholders  (in their capacity as a shareholder) or
                           issued by the Borrower or any of its  Subsidiaries to
                           its creditors generally;

                  (ii)     a  Compliance  Certificate  stating that the Borrower
                           and each other member of the Group as at the last day
                           of the  financial  period  to  which  such  financial
                           statements or Quarterly  Management  Accounts  relate
                           was in  compliance  with the relevant  covenants  and
                           undertakings  in  clause  13  (or  if it  was  not in
                           compliance indicating the extent of the breach); and

                  (iii)    (for each financial year falling within the Revolving
                           Period  relating  to Tranche B) an Annual  Budget for

                                       55
<PAGE>

                           each  financial  year for the Group no later  than 45
                           days after the beginning of such financial year;

         (k)       Financial Year End

                  maintain a financial  year end of 31 December  for each member
                  of the Group;

         (l)       Authorised Officers

                  ensure  that any new or  replacement  Authorised  Officer  has
                  provided the Agent with  evidence  satisfactory  to it of such
                  new  officer(s)'  authority  and a  specimen  of his or  their
                  signature(s)  prior to signing  any  Compliance  Certificates,
                  Drawdown Notices, Rollover Notices,  Conversion Notices or any
                  other notices,  requests or confirmations  referred to in this
                  Agreement or relating to the facility granted pursuant to this
                  Agreement;

         (m)       Auditors

                  ensure that  Deloitte & Touche is appointed as auditor of each
                  member of the Group and not change  such  appointment  without
                  appointing a major accounting firm of recognised international
                  standing and repute;

         (n)       Provision of further information

                  provide the Agent with a copy of (i) each Principal  Agreement
                  entered  into  after the date of this  Agreement  and (ii) any
                  material report, notice or other communication relating to the
                  Licences, the Necessary  Authorisations and such financial and
                  other  information  concerning  each  member  of the Group and
                  their  respective  affairs  as the  Agent or any Bank  (acting
                  through the Agent) may from time to time reasonably require;

         (o)       Insurance

                  maintain  insurance  cover in  accordance  with the  terms and
                  conditions  of the  Security  Documents  and ensure  that such
                  insurance cover is governed by English law;

         (p)       Inspection

                  if required by the Agent  (acting on the  instructions  of the
                  Majority Banks) permit  representatives of the Agent or any of
                  the Banks upon reasonable prior written notice to the Borrower
                  or its relevant  Subsidiary,  after  having made  arrangements
                  with  the  Borrower  so to do to  and  after  entering  into a
                  confidentiality  undertaking  if  reasonably  required  by the
                  Borrower (a) visit and inspect the properties of any member of
                  the Group during normal business  hours,  (b) inspect and make
                  extracts  from and copies of its books and records  other than


                                       56
<PAGE>

                  records  which the relevant  member of the Group is prohibited
                  by law from  disclosing  to the Agent and/or any relevant Bank
                  and (c) discuss with its  principal  officers and auditors its
                  business, assets, liabilities,  financial position, results of
                  operations  and  business  prospects  provided  that  any such
                  discussion with the auditors shall only be on the basis of the
                  audited  accounts  of the  Group and  Compliance  Certificates
                  issued by the auditors;

         (q)       Notification of Environmental Claim and Expenditure

                  promptly  on  becoming  aware of it  inform  the  Agent of any
                  Environmental  Claim which has been made or threatened against
                  any member of the Group or any occupier of any property  owned
                  or leased by any member of the Group or any requirement by any
                  Environmental Licence or applicable Environmental Laws for any
                  member  of the  Group to make  any  investment  or  incur  any
                  expenditure in excess of (UK Pound)500,000 in aggregate in any
                  calendar  year or to take or desist  from  taking  any  action
                  which would or is reasonably likely, if substantiated, to have
                  a Material Financial Adverse Effect;

         (r)       Delivery of Environmental Licences and other information

                  promptly  on  receipt  provide  the Agent  with  copies of all
                  material  Environmental  Licences and the terms and conditions
                  thereof and any material amendments thereto;

         (s)       Compliance with laws and regulations

                  comply with the terms and  conditions  of all laws (other than
                  Telecommunications  and  Cable  Laws,  the  Licences  and  the
                  Necessary  Authorisations including any milestone requirements
                  in respect  thereof),  regulations,  agreements,  licences and
                  concessions including,  without limitation,  all Environmental
                  Laws and all  Environmental  Licences if the failure to comply
                  therewith,  would or is reasonably  likely,  in the opinion of
                  the Agent, to have a Material Financial Adverse Effect;

         (t)       Relevant Substance

                  notify the Agent forthwith upon becoming aware of any Relevant
                  Substance  at or brought on to any property  owned,  leased or
                  occupied  by any  member of the Group  which is likely to give
                  rise to an  Environmental  Claim which would or is  reasonably
                  likely to have a Material Financial Adverse Effect and take or
                  procure  the  taking of all  necessary  action  to deal  with,
                  remedy or remove from such  property or prevent the  incursion
                  of (as the case may be) that  Relevant  Substance  in order to
                  prevent  such an  Environmental  Claim  and in a  manner  that
                  complies with all requirements of Environmental Law;

         (u)       Taxes

                  file or cause to be filed all tax returns required to be filed

                                       57
<PAGE>

                  in all  jurisdictions  in which it is  situated  or carries on
                  business or is otherwise  subject to Taxation and will pay all
                  Taxes  shown  to be due and  payable  on such  returns  or any
                  assessments  made against it within the period  stipulated for
                  such payment  (other than those being  contested in good faith
                  and where such payment may be lawfully withheld);

         (v)       Cost capitalisation policy

                  maintain a cost capitalisation policy consistent with the cost
                  capitalisation policy used in the preparation of the financial
                  statements  referred to in clause 9.1(f)(i) or such other cost
                  capitalisation  policy as may be approved by the  auditors and
                  the Agent (acting on the  instructions  of the Majority Banks)
                  from time to time;

         (w)       Use of proceeds

                  ensure that the  Borrower  uses the Loan  exclusively  for the
                  purposes specified in clause 1.1;

         (x)       New Subsidiaries

                  it will and  will  procure  that  each  Subsidiary  that is or
                  becomes a member of the Group and which is not already a party
                  to this  Agreement  promptly upon such  Subsidiary  becoming a
                  member of the Group, (i) amends its articles of association to
                  permit  without  restriction  any  transfer  of its  shares in
                  favour of the Security  Trustee (or its  nominee)  pursuant to
                  any  Security  Document  and any  transfer of its shares where
                  such transfer is duly executed by the Security Trustee (or its
                  nominee)  pursuant  to any power of sale  under  any  Security
                  Document and (ii)  executes and delivers a  Supplemental  Deed
                  and provides the Agent with such evidence as it may reasonably
                  request as to the power and  authority  of such party to enter
                  into such  Supplemental  Deed and that such  Supplemental Deed
                  constitutes  (subject to any  qualifications  contained in any
                  legal   opinions   delivered  in   connection   therewith  and
                  reasonably  acceptable  to the  Majority  Banks  and for  this
                  purpose any statement  contained in the  qualification  to any
                  such legal  opinion  that no opinion is given or  expressed in
                  relation  to any  particular  matter  shall be  deemed to be a
                  qualification  of such opinion as regards  such matter)  valid
                  and legally binding  obligations of such party  enforceable in
                  accordance with its terms.  The parties hereto agree that upon
                  the  execution and delivery of such  Supplemental  Deed by all
                  parties thereto such  Subsidiary  shall become a party to this
                  Agreement and a party to each relevant  Security Document as a
                  Security Obligor;

         (y)       Agreed Hedging Programme

                  as from  the  date  falling  90 days  after  the  date of this

                                       58
<PAGE>

                  Agreement,  maintain  interest  rate  hedging  with a Bank  in
                  accordance with the following principles:

                    (i)  Fixed Rate (not  including  the  Margin):  to be agreed
                         between the Borrower and the Arrangers;

                    (ii) Notional Principal Amount: at any time no less than 50%
                         of the forecasted  amount of the Loan from time to time
                         outstanding  until  31  January  2001 as set out in the
                         Agreed Base Case;

         (z)       Shares in the Borrower

                  procure that any Restricted  Person (and any nominee who holds
                  such shares on behalf of such  person) who acquires any shares
                  in the Borrower after the date of this Agreement  charges such
                  shares  to  the  Security  Trustee  within  28  days  of  such
                  acquisition on  substantially  identical  terms to the Comcast
                  Share  Mortgage  (the "New  Mortgage")  and provides the Agent
                  with such documents and evidence as it may reasonably  require
                  that such charge has been duly  executed and delivered by such
                  person and any such nominee and is legal, valid,  binding and,
                  subject  to  any  qualifications  of a  substantially  similar
                  nature to those contained in the legal opinions referred to in
                  schedule 3,  enforceable in accordance with its terms. For the
                  avoidance  of doubt,  the Agent  shall not  release  any prior
                  security  over  the  shares  until  it has  received  the  New
                  Mortgage and other documents and evidence detailed above; and

         (aa)      Deposit of share certificates in Transferred Subsidiaries

                  promptly upon obtaining the  instruments of transfer and stock
                  transfer forms in relation to the transfer from Comcast to the
                  Borrower  of all  Comcast's  shareholding  in each of  Comcast
                  Darlington  Limited,  Comcast  Teesside  Limited and Cambridge
                  Holding Company Limited (the  "Transferred  Subsidiaries")  in
                  each  case  duly  stamped  with any UK stamp  duty due or duly
                  adjudicated  as exempt from UK stamp duty, to deposit with the
                  Security  Trustee  (against  redelivery to the Borrower by the
                  Security  Trustee of the existing  share  certificates  in the
                  Transferred  Subsidiaries deposited with the Security Trustee)
                  all the share  certificates  evidencing the  Borrower's  legal
                  title  to the  shares  in the  Transferred  Subsidiaries.  The
                  Borrower  further  undertakes to pay any stamp duty payable in
                  relation to any such transfer promptly.

                                       59
<PAGE>
12        Negative covenants

12.1      Covenants

         The Security Obligors jointly and severally  undertake with each of the
         Banks,  each of the Arrangers,  the Security Trustee and the Agent from
         the date of this  Agreement  and so long as any monies are owing  under
         this  Agreement  or any of the  Commitments  remain  outstanding  that,
         without  the  prior  written   consent  of  the  Agent  acting  on  the
         instructions of the Majority Banks:

         (a)       Negative Pledge

                  they will not permit any  Encumbrance  (other  than  Permitted
                  Encumbrances) by any member of the Group to subsist,  arise or
                  be  created  or  extended  over  all  or  any  part  of  their
                  respective present or future undertakings,  assets,  rights or
                  revenues   to  secure  or  prefer   any   present   or  future
                  Indebtedness of any member of the Group or any other person;

         (b)       No Merger

                  they  will  procure  that no  member  of the  Group  merges or
                  consolidates with any other company or person save for mergers
                  between  members of the Group  ("Original  Entities") into one
                  entity (the "Merged Entity") provided that:

                    (i)  the  Merged  Entity  is a member  of the  Group  and is
                         liable for the  obligations  of the  Original  Entities
                         (including the obligations under this Agreement and the
                         Security Documents which remain unaffected thereby) and
                         entitled  to the  benefit  of  all  the  rights  of the
                         Original Entities;

                    (ii) the Merged Entity is a Charging Subsidiary;

                    (iii)the Merged Entity has entered into  Security  Documents
                         which provide security over the same assets of at least
                         an  equivalent  nature  and  ranking  to  the  security
                         provided  by  the  Original  Entities  pursuant  to any
                         Security   Documents  entered  into  by  them  and  any
                         possibility  of the Security  Documents  referred to in
                         this paragraph or paragraph (iv) below being challenged
                         or set-aside  is not greater than any such  possibility
                         in relation to the Security  Documents  entered into by
                         or in  respect  of the share  capital  of any  Original
                         Entity; and

                    (iv) the entire  issued share  capital of such Merged Entity
                         is charged pursuant to a Security  Document on terms of
                         at least an equivalent nature and equivalent ranking as
                         any Security  Document relating to the shares in either
                         Original Entity;

                                       60
<PAGE>

         (c)       Disposals

                  they  will   procure  that  no  member  of  the  Group  sells,
                  transfers, leases, lends or otherwise disposes of or ceases to
                  exercise  control over the whole or any part of their  present
                  or future undertakings,  assets, rights or revenues whether by
                  one or a series of  transactions  related  or not  other  than
                  Permitted Disposals;

         (d)       Borrowed Money

                  they  will  procure  that  no  member  of the  Group  creates,
                  assumes,  incurs or otherwise  permits to be  outstanding  any
                  Borrowed Money other than Permitted Borrowings;

         (e)       Guarantees

                  they will  procure  that no member  of the  Group  incurs  any
                  obligations or assumes any liability under any guarantee other
                  than Permitted Guarantees;

         (f)       Issue of Shares

                  they will  ensure  that  neither  the  Borrower  nor any other
                  member of the Group reduces its capital or purchases any class
                  of its  shares  and that no  member of the  Group  issues  any
                  shares of any class except that any Security Obligor may issue
                  shares to any other  Security  Obligor so long as such  shares
                  are charged in favour of the Security  Trustee pursuant to the
                  terms of a Security  Document  and there are  delivered at the
                  same  time  to  the  Security   Trustee  the  relevant   share
                  certificates   and  blank  stock  transfer  forms  in  respect
                  thereof;

         (g)       Investments

                  they  will  procure  that no member of the Group (i) makes any
                  loan or advance to, or enters into any transaction  having the
                  effect of lending money with, any person or otherwise acquires
                  for a  consideration  any  document  evidencing  Indebtedness,
                  capital  stock  or  other  securities  of any  person  or (ii)
                  acquires all or any substantial  part of the assets,  property
                  or business of any other person or any assets that  constitute
                  a division  or  operating  unit of the  business  of any other
                  person or creates or acquires any Subsidiary other than in the
                  case of any of (i) and (ii) above,  Permitted  Investments and
                  Permitted Intra-Group Transactions;

         (h)       Capital Expenditure

                  they will  procure  that no member  of the  Group  incurs  any
                  capital  expenditure other than in relation to the business of
                  constructing,   installing,   operating  and  utilising  cable

                                       61
<PAGE>

                  television   and   telecommunications   systems  in  the  area
                  permitted  by the Licences or any  directly  related  business
                  reasonably considered to be financially beneficial thereto;

         (i)       Swaps and Hedging

                  they will  procure that no member of the Group enters into any
                  interest rate or currency swaps or other hedging  arrangements
                  other than (i) directly relating to the risk management of any
                  Borrowed  Money  permitted  to  subsist  by the  terms of this
                  Agreement or (ii) (in addition to the agreed hedging programme
                  required  under  clause  11.1(y))   forward  foreign  exchange
                  contracts with a maturity of 12 months or less entered into in
                  the  normal   course  of   business   in  relation  to  future
                  liabilities  of such member of the Group  incurred in relation
                  to the  construction,  maintenance  or  operation of the Cable
                  Systems up to an aggregate  notional  principal  amount at any
                  time outstanding of (in respect of all such contracts  entered
                  into by  members  of the  Group)  (UK  Pound)5,000,000,  for a
                  period not in excess of 12 months;

         (j)       Change of Business

                  they will  procure  that the Group (taken as a whole) does not
                  change  the  nature of the  business  carried  on by it in any
                  material  respect  from  that  carried  on at the date of this
                  Agreement and that no member of the Group ceases to carry on a
                  business  where  any such  cessation  would  or is  reasonably
                  likely to have a Material Adverse Effect; and

         (k)       Memoranda and Articles of Association

                  the Borrower  will not,  and will  procure that no  Subsidiary
                  amends its  Memorandum or Articles of  Association  in any way
                  which would  restrict the ability of the  Security  Trustee to
                  exercise its rights under the Security Documents in respect of
                  the shares in such company.

                                       62
<PAGE>
13        Financial covenants

13.1      Covenants

         The Security Obligors jointly and severally  undertake with each of the
         Banks, the Arrangers, the Security Trustee and the Agent:

         (a)       Minimum Consolidated Net Operating Cash Flow

                  to ensure  that on each  Quarter  Day  whilst the ratio of the
                  average daily outstanding  amount of Total Debt during the Six
                  Month  Period   ending  on  a  Quarter  Day  to   Consolidated
                  Annualised  Net  Operating  Cash Flow for the Six Month Period
                  ending  on such  Quarter  Day is equal to or less  than  5.0:1
                  (with  such  obligation  to be  reinstated  should  such ratio
                  subsequently  exceed 5.0:1),  the amount of  Consolidated  Net
                  Operating  Cash Flow for the Six Month  Period  ending on such
                  Quarter  Day  shall  not be  less  than  80% of the  projected
                  Consolidated Net Operating Cash Flow for such Six Month Period
                  as set out in the Agreed Base Case.

         (b)      Tranche B Loan/Consolidated Annualised Net Operating Cash Flow

                  to ensure that on each  Quarter Day the ratio of the Tranche B
                  Loan  on  that  Quarter  Day to  Consolidated  Annualised  Net
                  Operating  Cash Flow  calculated by reference to the Six Month
                  Period ending on such Quarter Day shall not exceed 6.5:1;

         (c)       Total Debt Interest Cover

                  to ensure that on each  Quarter Day falling  within the period
                  set out in column  (1) below  the  ratio of  Consolidated  Net
                  Operating  Cash Flow in respect of the Six Month Period ending
                  on such Quarter Day to Total Debt Interest Charges during such
                  Six Month  Period  shall not be less than the  number  set out
                  against such period in column (2) below
<TABLE>
<CAPTION>
                       (1)                                                      (2)
                      Period                                                    Ratio
                    <S>                                                       <C> 
                      from the date of this agreement to (and  including) 31    0.80:1
                      December 1998

                      from 1 January 1999 to (and including) 31 March 1999      0.90:1

                      from 1 April 1999 to (and including) 30 June 2000         1.00:1

                      from 1 July 2000 and thereafter                           1.20:1
</TABLE>
                                       63
<PAGE>

13.2      Auditors certificate

         If at any time the Majority Banks do not consider  (acting  reasonably)
         that any figure  set out in any  Compliance  Certificate  issued by any
         Authorised Officer is correct, they shall be entitled within 30 days of
         the date of the delivery of such  Compliance  Certificate  to the Agent
         pursuant to clause 11.1 to call for a certificate  from the  Borrower's
         auditors as to such figure.  For such purposes the Borrower's  auditors
         shall act as  independent  experts and not as  arbiters  and every such
         certificate  shall be  addressed  to the Agent (on behalf of the Banks)
         and be at the expense of the Borrower. The Majority Banks may only call
         for one such  certificate  in any calendar  year. If the Majority Banks
         call for such a certificate  all  calculations  under this Agreement by
         reference  to the  relevant  figure  shall  (i)  until  the  Borrower's
         auditors  deliver the  relevant  certificate  under this clause 13.2 be
         made by  reference  to the  figure set out in the  relevant  Compliance
         Certificate  delivered  to the  Agent  under  this  Agreement  and (ii)
         following  the  delivery by the  Borrower's  auditors of a  certificate
         under this clause 13.2 be made by reference to such certificate and the
         Borrower undertakes  forthwith to take all action,  including,  without
         limitation,  the prepayment of all or part of the Loan so as to procure
         that  all  action  taken  on  the  basis  of  the  relevant  Compliance
         Certificate which on the basis of such auditors'  certificate would not
         have been permitted is reversed.

13.3      Cure provisions

         The Banks, the Arrangers, the Security Trustee and the Agent agree that
         there shall not be a breach of clauses  13.1(a),  (b) or 13.1(c)  which
         would  otherwise  occur on any date when such  covenants  are tested (a
         "Testing  Day"),  or in relation to a period ending on such Testing Day
         if  Subordinated  Debt has been lent to the Borrower  during the period
         prior to the delivery of the relevant Compliance Certificate (the "Cure
         Period")  and/or  equity share capital has been  subscribed  for in the
         Borrower  for cash  during  the Cure  Period  which,  when added to the
         Consolidated  Net  Operating  Cash Flow for the  relevant  period would
         result in the Borrower being in compliance  with the relevant  covenant
         on the relevant  Testing Day. All  calculations  under clauses 13.1(a),
         (b) and 13.1(c) shall thereafter be to such  Consolidated Net Operating
         Cash Flow  adjusted to take  account of the  provisions  of this clause
         13.3.

         Provided  that this  clause  13.3 shall take  effect (i) in relation to
         breaches of clauses  13.1(a),  (b) and 13.1(c)  which would occur on no
         more  than two non  consecutive  Testing  Days (or in  relation  to the
         period  ending  on such  Testing  Days)  and (ii) for the  purposes  of
         calculating   maximum  Tranche  A  outstandings   under  clause  4  and
         calculating  the  Tranche B Margin  under  clause 5 the  effect of this
         clause 13.3 shall be ignored so that  Consolidated  Net Operating  Cash
         Flow shall be calculated without adding the amount of such Subordinated
         Debt or equity share capital.


                                       64
<PAGE>


14        Events of Default

14.1      Events of Default

         Each of the following  events and  circumstances is an Event of Default
         (whether or not caused by any reason  outside the control of any member
         of the Group):

         (a)       Non-payment

                  (i) any principal  amount due and payable under this Agreement
                  is not paid on the due date or (ii) an amount of interest  due
                  and payable under this  Agreement is not paid within 3 Banking
                  Days of the due date or (iii) any  other  sum due and  payable
                  under this  Agreement is not paid within 5 Banking Days of the
                  due date, and, in each such case, in the manner  stipulated in
                  this Agreement; or

         (b)       Breach of certain obligations

                  any Security  Obligor  commits any breach of the  undertakings
                  contained  in clauses  3.4,  11.1(b),  (c),  (e), (k) and (z),
                  12.1(a),  (b),  (c), (d), (e), (f), (g), (h), (i), (j) and (k)
                  and 13.1; or

         (c)       Breach of other obligations

                  any  member of the  Group  commits  any  breach of or omits to
                  observe any of the obligations or undertakings expressed to be
                  assumed by them under this  Agreement  (other than  failure to
                  pay  any  sum  when  due or  any  breach  of the  undertakings
                  referred  to in (b))  above or any of the  Security  Documents
                  and, in respect of any such  breach or  omission  which in the
                  reasonable opinion of the Majority Banks is capable of remedy,
                  such  remedial  action as the Majority  Banks shall require is
                  not  carried  out  within 28 days of the Agent  notifying  the
                  Borrower of such default and of such remedial action; or

         (d)       Misrepresentation

                  any  representation  or warranty  made or deemed to be made or
                  repeated  by or in  respect  of any  member of the Group in or
                  pursuant to this Agreement or the Security Documents or in any
                  notice,  certificate or statement  referred to in or delivered
                  under this Agreement or the Security Documents is or proves to
                  have been  incorrect or misleading in any material  respect on
                  the  date  on  which  it was  made  or  deemed  to be  made or
                  repeated; or

         (e)       Challenge to security

                  any Security  Document is not or ceases to be effective or any
                  member  of the  Group  shall  in  any  way  challenge,  or any
                  proceedings  shall in any way be brought to challenge  (and in
                  the case of a  proceeding  brought by  someone  other than any

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                  member of the Group shall  continue  unstayed for 30 days) the
                  prior status of the charges created by the Security  Documents
                  or the validity or  enforceability  of the Security  Documents
                  Provided  that the  creation  or  existence  of the  Permitted
                  Encumbrances  shall be  deemed  not to be a  challenge  to the
                  prior  status of such  charges for the purposes of this clause
                  14.1(e); or

         (f)       Cross-default

                  (i) Borrowed Money of the Borrower or any of its Subsidiaries,
                  other  than  Borrowed  Money owed by one  Security  Obligor to
                  another  Security  Obligor (which,  in aggregate and including
                  for these  purposes any Borrowed  Money  referred to in clause
                  14.1(f)(ii) and (iii) below, exceeds (UK Pound)1,000,000),  is
                  not paid  when due (or  within  any  applicable  grace  period
                  expressly contained in the agreement relating to such Borrowed
                  Money in its original  terms) or becomes due and payable prior
                  to the date when it would  otherwise  have  become due or (ii)
                  any  creditor  of the  Borrower  or  any  of its  Subsidiaries
                  declares   any  such   Borrowed   Money  in   excess   of  (UK
                  Pound)1,000,000 in aggregate due and payable prior to the date
                  when it would otherwise have become due or exercises any right
                  of mandatory  repayment or  repurchase,  (iii) any creditor of
                  the Borrower or any of its  Subsidiaries  becomes  entitled to
                  declare   any   such   Borrowed   Money  in   excess   of  (UK
                  Pound)1,000,000  (in  aggregate)  due and payable prior to the
                  date when it would  otherwise  have become due and as a result
                  is  offered  or  granted  any  right  or  benefit  or (iv) any
                  creditor of Comcast or any of its  Subsidiaries  declares  any
                  Borrowed Money of Comcast or any of its Subsidiaries in excess
                  of (UK  Pound)5,000,000  in aggregate due and payable prior to
                  the date when it would  otherwise have become due or exercises
                  any right of mandatory repayment or repurchase; or

         (g)       Hedging Default

                  the Borrower or any of its Subsidiaries  fails to make payment
                  of  an  aggregate  amount  of  (UK   Pound)1,000,000  (or  the
                  equivalent  in any other  currency) in respect of any interest
                  rate or currency  swap or other hedging  arrangements  entered
                  into by it or  commits  any breach or an event  entitling  the
                  relevant  counterparty to terminate such swap or other hedging
                  arrangements  (howsoever  described)  and the liability of the
                  Group  to  such   counterparties   at  any  time   when   such
                  counterparties   are  so  entitled   will,   by  reference  to
                  prevailing  market  conditions  at such time,  be at least (UK
                  Pound)1,000,000  (or its equivalent in any other  currency) in
                  aggregate; or

         (h)       Appointment of receivers and managers

                  (i) any  administrative  or other receiver is appointed of any
                  Security Obligor or any part of its assets and/or undertakings
                  or (ii) any other  legal  proceedings  are taken which are not
                  irrevocably  discharged  or  withdrawn  within  28 days of the
                  commencement  thereof to enforce any  Encumbrance  over all or
                  any part of the assets of any member of the Group; or


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         (i)       Insolvency

                  any Security  Obligor is deemed unable to pay its debts within
                  the  meaning of sections  123(1)(a),  (b) or (e) or (2) of the
                  Insolvency Act 1986 on the basis that the reference in section
                  123(1)(a)  to "(UK  Pound)750"  is taken to be a reference  to
                  "(UK Pound)1,000,000" or the Borrower, any of its Subsidiaries
                  or any Subordinated  Creditor  otherwise  becomes insolvent or
                  stops or suspends  making  payments  (whether of  principal or
                  interest)  with respect to all or any class of its debts or is
                  unable or announces an intention so to do or admits  inability
                  to pay its debts as they fall due (but  neither  the  Borrower
                  nor any of its Subsidiaries  shall be deemed insolvent for the
                  purposes  of  this  clause  14.1(i)  by  reason  only  of  the
                  application  of the text in section  123(2) of the  Insolvency
                  Act 1986 or the  existence of the  circumstances  described in
                  that section); or

         (j)       Legal process

                  any judgment or order made against any Security Obligor for an
                  amount in excess of (UK Pound)20,000 is not stayed or complied
                  with within 28 days or a creditor attaches or takes possession
                  of, or a  distress,  execution,  sequestration,  diligence  or
                  other  process is levied or enforced upon or sued out against,
                  any  material  part  of the  undertaking,  assets,  rights  or
                  revenues of any Security Obligor and is not discharged  within
                  28 days; or

         (k)       Compositions

                  any steps are taken or negotiations commenced, by any Security
                  Obligor  or by  their  respective  creditors  with a  view  to
                  proposing any kind of  composition,  compromise or arrangement
                  involving such company and any group or class of its creditors
                  generally; or

         (l)       Winding-up

                  (i)  any  Security  Obligor  takes  any  action  or any  legal
                  proceedings are started (not being action or proceedings which
                  can be  demonstrated  to the  satisfaction  of  the  Agent  by
                  providing an opinion of a leading firm of London solicitors to
                  that  effect,  is  frivolous,  vexatious  or an  abuse  of the
                  process  of the  court or  relates  to a claim  to which  such
                  person  has a good  defence  and  which  is  being  vigorously
                  contested  by  such  body)  for  any  Security  Obligor  to be
                  adjudicated or found bankrupt or insolvent (other than for the
                  purpose  of  an  amalgamation  or  reconstruction   previously
                  approved in writing by the Agent acting on the instructions of
                  the  Majority  Banks)  or (ii) an order is made or  resolution
                  passed for the winding-up of any other  Security  Obligor or a
                  notice  is  issued  convening  a meeting  for the  purpose  of
                  passing any such resolution; or

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<PAGE>

         (m)       Administration

                  any  petition  is  presented  or other  step is taken  for the
                  purpose of the appointment of an administrator of any Security
                  Obligor or an administration  order is made in relation to any
                  Security Obligor; or

         (n)       Analogous proceedings

                  there  occurs,  in  relation  to any  Security  Obligor in any
                  country or  territory in which any of them carries on business
                  or to the  jurisdiction  of  which  courts  any  part of their
                  respective  assets is  subject,  any event  which  corresponds
                  with, or has an effect  equivalent or similar to, any of those
                  mentioned in clauses  14.1(h) to (m) inclusive or any Security
                  Obligor  (subject  always to  equivalent  grace periods and de
                  minimis  amounts  as are  referred  to in such  clauses  being
                  exceeded)  otherwise  becomes subject,  in any such country or
                  territory, to the operation of any law relating to insolvency,
                  bankruptcy or liquidation; or

         (o)       Change of control of the Borrower or any Subsidiary

                    (i)  any Security  Obligor (other than the Borrower  itself)
                         ceases to be a wholly owned and  controlled  Subsidiary
                         of the Borrower; or

                    (ii) Comcast   ceases   beneficially   to  own  directly  or
                         indirectly  that  part  of  the  share  capital  of the
                         Borrower carrying the right to receive more than 50 per
                         cent. of any distributions of the Borrower or that part
                         of the share capital of the Borrower carrying more than
                         50 per cent. of the voting rights  attributable  to the
                         whole of the issued share capital of the Borrower;

                    (iii)the Ultimate  Shareholder  ceases  beneficially  to own
                         directly or  indirectly  that part of the share capital
                         of  Comcast  carrying  more  than 50 per  cent.  of the
                         voting rights  attributable  to the whole of the issued
                         share capital of the Borrower;

         (p)       Principal Agreements

                    (i)  any  Principal  Agreement  is  terminated,   suspended,
                         revoked or cancelled or otherwise  ceases to be in full
                         force and effect unless services of a similar nature to
                         those provided pursuant to such Principal Agreement are
                         at  all  times   provided   to  the  Group  on  similar
                         commercial  terms  or  on  terms  not  materially  less
                         beneficial  to the  relevant  member of the Group  save
                         where any such  services  are  provided on more onerous
                         terms to the  relevant  member  of the Group due to the
                         mandatory  requirements  of OFTEL,  the  Office of Fair

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<PAGE>

                         Trading,  the  Department  of Trade and  Industry,  the
                         European  Commission or any other  regulatory  body and
                         any   such   termination,    suspension,    revocation,
                         cancellation   or  cessation   would  have  a  Material
                         Financial Adverse Effect; or

                    (ii) any  alteration or variation is made to any term of any
                         Principal   Agreement   which  would  have  a  Material
                         Financial Adverse Effect; or

                    (iii)any party  breaches  any term of or  repudiates  any of
                         its obligations  under any of the Principal  Agreements
                         where such breach or repudiation  would have a Material
                         Financial Adverse Effect; or

         (q)       Unlawfulness

                  it becomes  unlawful at any time for the Borrower or any other
                  member of the Group or any  Subordinated  Creditor  to perform
                  any of  their  respective  material  (in  the  opinion  of the
                  Majority  Banks)  obligations  under  this  Agreement  or  the
                  Security  Documents  or any of the material (in the opinion of
                  the Majority Banks)  obligations of any member of the Group or
                  any  Subordinated   Creditor  under  this  Agreement  and  the
                  Security  Documents  become  unenforceable in any way or there
                  ceases  to  be a  first  priority  charge  over  the  relevant
                  property or assets of the  Borrower or any other member of the
                  Group as intended and created by the Security  Documents  save
                  for Permitted Encumbrances; or

         (r)       Environmental matters

                  as a result of any  Environmental  Law: (a) the Agent,  any of
                  the  Arrangers,  the  Security  Trustee  or any  of the  Banks
                  becomes,  in the  opinion of the Agent,  subject to a material
                  obligation   (actual  or  contingent,   in  the  case  of  any
                  contingent obligation,  being one which, at the relevant time,
                  would  be  likely  to  arise)  in  relation  to  any  Relevant
                  Substance on or from any property,  owned,  occupied or leased
                  by any  member of the  Group;  or (b) the rights and claims of
                  the Agent, any of the Arrangers,  the Security Trustee, or any
                  of the  Banks  under  this  Agreement  or any of the  Security
                  Documents become  subordinated to the claims and rights of any
                  competent  agency  of  the  United  Kingdom  or  the  European
                  Community; or

         (s)       Telecommunications and Cable Laws

                  any  member  of the  Group  fails to  comply  with any term or
                  condition of any  Telecommunications  and Cable Law where such
                  non-compliance  would  or  is  reasonably  likely  to  have  a
                  Material Adverse Effect, in the opinion of the Agent; or

         (t)       Repudiation

                  any  member  of the Group  repudiates  this  Agreement  or any
                  Security  Document to which it is a party or does or causes or
                  permits to be done any act or thing evidencing an intention to

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<PAGE>

                  repudiate this Agreement or any such Security Document; or

         (u)       Subordinated Creditors

                    (i)  any  Subordinated  Creditor  commits  any  breach of or
                         omits to observe any of the obligations or undertakings
                         expressed   to  be  assumed  by  it  under  a  Deed  of
                         Subordination  and in  respect  of any such  breach  or
                         omission  which, in the opinion of the Agent (acting on
                         the   instructions   of  the  Majority   Banks  (acting
                         reasonably))  is capable of remedy,  such action as the
                         Agent may require  shall not have been taken  within 28
                         days of the Agent notifying such Subordinated  Creditor
                         thereof and of such required action; or

                    (ii) any  representation  or  warranty  made or deemed to be
                         made or repeated  by or in respect of any  Subordinated
                         Creditor in or pursuant to any Deed of Subordination is
                         or proves to have been  incorrect or  misleading in any
                         material  respect  on the  date on which it was made or
                         deemed to be made or repeated; or

                    (iii)any Subordinated  Creditor is not or ceases to be bound
                         by a Deed of Subordination; or

                    (iv) any  payment  due  from  a  member  of the  Group  to a
                         Subordinated   Creditor   is  not  or   ceases   to  be
                         subordinated to the amounts owing under this Agreement;
                         or

                    (v)  any   Subordinated    Creditor   or   any   liquidator,
                         administrator or  administrative  or other receiver (or
                         similar  officer) of any  Subordinated  Creditor  takes
                         steps to contest the  subordination  effected by a Deed
                         of Subordination; or

         (v)       Share Mortgage

                  (i)      any  Mortgagor  commits  any  breach  of or  omits to
                           observe  any  of  its   obligations  or  undertakings
                           expressed  to  be  assumed  by  it  under  any  Share
                           Mortgage  and  in  respect  of  any  such  breach  or
                           omission  which,  in the opinion of the Agent (acting
                           on the  instructions  of the Majority  Banks  (acting
                           reasonably)) is capable of remedy, such action as the
                           Agent may require shall not have been taken within 28
                           days of the Agent notifying such Mortgagor thereof of
                           such required action; or

                  (ii)     any  representation  or warranty made or deemed to be
                           made or repeated by or in respect of any Mortgagor in
                           or  pursuant  to any Share  Mortgage  is or proves to
                           have been  incorrect  or  misleading  in any material
                           respect on the date on which it was made or deemed to
                           be made or repeated; or


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<PAGE>

                  (iii)    any Mortgagor is not or ceases to be bound by any 
                           Share Mortgage; or

                  (iv)     any Share  Mortgage is not or ceases to  constitute a
                           valid mortgage and/or charge over the relevant shares
                           in the Borrower; or

                  (v)      any  Mortgagor or any  liquidator,  administrator  or
                           administrative or other receiver (or similar officer)
                           of any  Mortgagor  takes  steps to contest  any Share
                           Mortgage  and/or charge effected by a Share Mortgage;
                           or

         (w)       Seizure

                  all or a material part of the undertakings,  assets, rights or
                  revenues  of or shares  or other  ownership  interests  in the
                  Group   (taken   as  a  whole)   are   seized,   nationalised,
                  expropriated  or   compulsorily   acquired  by  or  under  the
                  authority of any government; or

         (x)       Material events

                  any other  event  occurs or  circumstances  arise which in the
                  opinion  of  the  Agent  acting  on  the  instructions  of the
                  Majority Banks is likely to have a Material Adverse Effect.

14.2      Acceleration

         At any time after the happening of any Event of Default, so long as the
         same is continuing,  the Agent may, and if so requested by the Majority
         Banks shall,  without  prejudice  to any other rights of the Banks,  by
         notice to the Borrower declare that:

         (a)      the obligation of each Bank to make its  Commitment  available
                  shall  be  terminated,  whereupon  the  Commitments  shall  be
                  reduced to zero forthwith; and/or

         (b)      the Loan and all interest and  commitment  commission  accrued
                  and all other sums payable  under this  Agreement  have become
                  due and payable, whereupon the same shall, immediately,  or on
                  demand  or  otherwise  in  accordance  with the  terms of such
                  notice, become due and payable; and/or

         (c)      it and/or  the  Security  Trustee  shall  exercise  any of the
                  rights granted to the Agent, the Security Trustee or the Banks
                  under the Security Documents.

14.3      On demand basis

         If, pursuant to clause  14.2(b),  the Agent declares the Loan to be due
         and payable on demand then, at any time thereafter, the Agent may (and,
         if so instructed by the Majority Banks, shall) by written notice to the
         Borrower:  (a) call for  repayment  of the Loan on such  date as may be
         specified  in such  notice  whereupon  the Loan  shall  become  due and
         payable  on the  date so  specified  together  with  all  interest  and
         commitment  commission  accrued and all other sums  payable  under this
         Agreement or (b) withdraw  such  declaration  with effect from the date
         specified in such notice.

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<PAGE>

15        Indemnities

15.1      Miscellaneous indemnities

         The Borrower shall on demand  indemnify each Bank,  each Arranger,  the
         Security Trustee and the Agent, without prejudice to any of their other
         rights under this Agreement, against any loss (including in the case of
         (a) or (b) below loss of Margin for the  Interest  Period  during which
         such  default in payment or other  Event of Default  occurs) or expense
         which such Bank, such Arranger, the Security Trustee or the Agent shall
         certify as sustained or incurred by it as a consequence of:

          (a)  any  default  in payment  by the  Borrower  of any sum under this
               Agreement when due;

          (b)  the occurrence of any other Event of Default;

          (c)  any  repayment or  prepayment  of the Loan or part thereof  being
               made  otherwise  than  on  the  last  day of an  Interest  Period
               relating to the part of the Loan repaid or prepaid; or

          (d)  any Advance not being made for any reason  (excluding any default
               by the Agent or any Bank)  after a  Drawdown  Notice or  Rollover
               Notice has been given,

         including,  but not  limited  to,  any  loss or  expense  sustained  or
         incurred by such Bank in maintaining or funding its Contribution or any
         part thereof or in  liquidating  or  re-employing  deposits  from third
         parties acquired or contracted for to fund its Contribution or any part
         thereof or any other amount owing to such Bank.

15.2      Currency indemnity

         If any sum due from the Borrower  under this  Agreement or any order or
         judgment given or made in relation  hereto has to be converted from the
         currency (the "first currency") in which the same is payable under this
         Agreement or under such order or judgment  into another  currency  (the
         "second  currency")  for the purpose of (a) making or filing a claim or
         proof against the  Borrower,  (b) obtaining an order or judgment in any
         court or other tribunal or (c) enforcing any order or judgment given or
         made in relation to this  Agreement,  the Borrower  agrees to indemnify
         and hold harmless the Agent, each Arranger,  the Security Trustee,  and
         each  Bank  from and  against  any  loss  suffered  as a result  of any
         difference  between (i) the rate of exchange  used for such  purpose to
         convert the sum in  question  from the first  currency  into the second
         currency  and (ii) the rate or rates of  exchange  at which the  Agent,
         such  Arranger,  the Security  Trustee or such Bank may in the ordinary
         course of business purchase the first currency with the second currency
         upon receipt of a sum paid to it in satisfaction,  in whole or in part,
         of any such order,  judgment,  claim or proof.  Any amount due from the
         Borrower  under this  clause  14.2 shall be due as a separate  debt and
         shall not be affected by judgment being obtained for any other sums due
         under or in respect of this  Agreement  and the term "rate of exchange"

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<PAGE>

         includes any premium and costs of exchange  payable in connection  with
         the purchase of the first currency with the second currency.

15.3      Environmental indemnity

         The Borrower  agrees to indemnify on demand each Bank,  each  Arranger,
         the  Security  Trustee and the Agent,  and their  respective  officers,
         employees, agents and delegates (together the "Indemnified Parties") in
         respect of which each Bank, each Arranger, the Security Trustee and the
         Agent holds this indemnity on trust,  without prejudice to any of their
         other rights under this Agreement, against any loss, liability, action,
         claim, demand, cost, expense, fine or other outgoing whatsoever whether
         in contract,  tort,  delict or otherwise and whether  arising at common
         law, in equity or by statute which the relevant Indemnified Party shall
         certify as sustained or incurred by it at any time as a consequence of,
         or  relating  to,  or  arising  directly  or  indirectly  out  of,  any
         Environmental  Claims made or asserted against such  Indemnified  Party
         which would not have arisen if this Agreement had not been executed and
         which  was not  caused  by the  negligence  or  wilful  default  of the
         relevant Indemnified Party.

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<PAGE>
16        Unlawfulness and increased costs; mitigation

16.1      Unlawfulness

         If it is or becomes  contrary to any law or regulation  for any Bank to
         contribute  to  Advances  or to  maintain  its  Commitment  or  fund or
         maintain its Contribution, such Bank shall promptly, through the Agent,
         notify the  Borrower  whereupon  (a) such  Bank's  Commitment  shall be
         reduced  to zero and (b) the  Borrower  shall be  obliged to prepay the
         Contribution  of such Bank on the  earlier  of (i) the date  falling 30
         days after the date of receipt by the Borrower of the  relevant  notice
         pursuant  to this  clause  or (ii) the  latest  date  permitted  by the
         relevant law or regulation.  Without prejudice to the reduction of such
         Bank's  Commitment to zero or the  obligations  of the Borrower to make
         such repayment,  the Borrower,  the Agent and such Bank shall negotiate
         for a period  not  exceeding  14 days with a view to such  Bank  making
         available its Commitment and/or funding or maintaining its Contribution
         in whole or in part in a manner which is not unlawful.

16.2      Increased costs

         If the result of any change in, or in the interpretation or application
         of, or the introduction of any law (including,  without limitation, the
         proposed  Bank of England Act  following the Bank of England Bill 1997)
         or any  regulation,  request or requirement  (whether or not having the
         force of law,  but,  if not  having  the force of law,  with  which the
         relevant  Bank or, as the case may be, its holding  company  habitually
         complies)  including,  without limitation,  those relating to Taxation,
         capital adequacy,  liquidity,  reserve assets,  cash ratio deposits and
         special deposits is to:

          (a)  subject  any Bank to Taxes or change the basis of Taxation of any
               Bank with respect to any payment under this Agreement (other than
               Taxes or Taxation on the overall net income,  profits or gains of
               such Bank imposed in the  jurisdiction  in which its principal or
               lending  office  under this  Agreement  is located and other than
               Taxes  currently  payable by such Bank on amounts  received by it
               under  this  Agreement  but only to the  extent so payable at the
               date hereof); and/or

          (b)  increase the cost to, or impose an  additional  cost on, any Bank
               or its holding company in making or keeping available all or part
               of such Bank's  Commitment or  maintaining or funding such Bank's
               Contribution; and/or

          (c)  reduce the amount  payable  or the  effective  return to any Bank
               under this Agreement; and/or

          (d)  reduce any Bank's or its holding  company's rate of return on its
               overall  capital  by reason of a change in the manner in which it
               is  required  to  allocate  capital   resources  to  such  Bank's
               obligations under this Agreement; and/or

          (e)  require  any Bank or its holding  company to make any  additional
               payment or forego (to a greater extent than at the date hereof) a

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<PAGE>
               return  calculated  by reference to or on any amount  received or
               receivable by such Bank under this Agreement; and/or

          (f)  require  any Bank or its  holding  company  to incur or sustain a
               loss (including a loss of future potential profits) additional to
               that  incurred or sustained at the date hereof by reason of being
               obliged to deduct a greater  part of such  Bank's  Commitment  or
               Contribution  from its capital for regulatory  purposes,  than is
               required to be deducted at the date hereof

         then and in each such case (but subject to clauses 16.3 and 16.4):

               (i)  such Bank shall  notify the  Borrower  through  the Agent in
                    writing of such event  promptly  upon its becoming  aware of
                    the same; and

               (ii) the  Borrower  agrees  to pay on  demand,  made at any time,
                    whether or not such Bank's  Contribution has been repaid, to
                    the Agent for the account of such Bank the amount which such
                    Bank specifies (in a certificate  setting forth the basis of
                    the computation of such amount but not including any matters
                    which  such  Bank  or  its   holding   company   regards  as
                    confidential) is required to compensate such Bank and/or (if
                    and to the extent that such  holding  company has passed the
                    cost of the same on to such Bank) its  holding  company  for
                    such  liability  to Taxes,  increased  or  additional  cost,
                    reduction, payment or foregone return.

         For the purposes of this clause 16 "holding company" means, in relation
         to a Bank,  the  company  or entity (if any)  within  the  consolidated
         supervision of which such Bank is included.

16.3      Exceptions

         Nothing in clause 16.2 shall entitle any Bank to  compensation  for any
         such  liability to Taxes,  increased  or  additional  cost,  reduction,
         payment or  foregone  return  (a) to the extent  that the same is taken
         into account in calculating  the  Additional  Cost or (b) to the extent
         that the same is the subject of an additional  payment under clause 8.7
         or would have been but for clause 8.8.

16.4      Further exception

         Nothing in clause 16.2 shall  entitle any Bank to receive any amount in
         respect of  compensation  for any such  increased or  additional  cost,
         reduction,  payment or foregone return which arises as a consequence of
         any law or regulation  implementing the proposals as currently  drafted
         for  international  convergence  of  capital  measurement  and  capital
         standards  published by the Basle Committee on Banking  Regulations and
         Supervisory Practices in July 1988.

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16.5      Mitigation

         If, in respect of any Bank,  circumstances  arise which would, or would
         upon the giving of notice, result in:

          (a)  the Borrower being required to make an increased  payment to such
               Bank pursuant to clause 8.7;

          (b)  the  reduction of such Bank's  Commitment to zero or the Borrower
               being  required to prepay such  Bank's  Contribution  pursuant to
               clause 16.1; or

          (c)  the  Borrower  being  required  to make a payment to such Bank to
               compensate such Bank for an increased cost, reduction, payment or
               foregone return pursuant to clause 16.2(ii),

         then, without in any way limiting, reducing or otherwise qualifying the
         obligations of the Borrower under clauses 8 and 16, such Bank shall, in
         consultation  with the Agent,  endeavour to take such reasonable  steps
         (and/or  in the case of clause  16.2(ii)  and where such  increased  or
         additional  cost,  reduction,  payment,  return  or loss is that of its
         holding  company,  endeavour to procure that its holding  company takes
         reasonable  steps)  as may be open to it to  mitigate  or  remove  such
         circumstances including (without limitation) the transfer of its rights
         and  obligations  under this  Agreement  to another  bank or  financial
         institution acceptable to the Borrower or a change of lending office of
         such Bank to one acceptable to the Borrower unless,  in either case, to
         do so might (in the opinion of such Bank) be  prejudicial  to such Bank
         or be in conflict with such Bank's general banking  policies or involve
         such Bank in expense or an increased administration burden.


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17        Set-off and pro rata payments

17.1      Set-off

         If an Event of Default is subsisting, the Borrower authorises each Bank
         to apply any credit  balance to which the Borrower is then  entitled on
         any account of the Borrower with such Bank at any of its branches in or
         towards  satisfaction of any sum then due and payable from the Borrower
         to such  Bank  under  this  Agreement.  For this  purpose  each Bank is
         authorised to purchase  with the moneys  standing to the credit of such
         account  such  other  currencies  as may be  necessary  to effect  such
         application. No Bank shall be obliged to exercise any right given to it
         by this  clause.  Each Bank  shall  notify  the Agent and the  Borrower
         forthwith  upon the  exercise  or  purported  exercise  of any right of
         set-off  giving full  details in  relation  thereto and the Agent shall
         inform the other  Banks.  Failure by any Bank to give such notice shall
         not  affect  the  validity  of the  exercise  of such  Bank's  right of
         set-off.

17.2      Pro Rata Payments

          (a)  If at any time any  Bank  (the  "Recovering  Bank")  receives  or
               recovers  any  amount  owing  to it by the  Borrower  under  this
               Agreement  by  direct  payment,  set-off  or in any  manner  (but
               excluding  any  recoveries  by virtue of any cash  management  or
               interest  netting  arrangements  operated  by  any  Bank  in  its
               capacity  as a provider  of day to day  banking  services  to the
               Group to the extent that such arrangements are permitted pursuant
               to  this  Facility)  other  than by  payment  through  the  Agent
               pursuant to clause 8.1 or 8.11 (not being a payment received from
               an Assignee,  a Substitute or a Sub-Participant),  the Recovering
               Bank shall,  within two Banking  Days of such receipt or recovery
               (a  "Relevant  Receipt")  notify  the Agent of the  amount of the
               Relevant  Receipt.  If the  Relevant  Receipt  exceeds the amount
               which the  Recovering  Bank would have  received if the  Relevant
               Receipt had been received by the Agent and  distributed  pursuant
               to clause 8.1 or 8.11 (as the case may be) then:

               (i)  within  two  Banking  Days  of  demand  by  the  Agent,  the
                    Recovering  Bank  shall pay to the Agent an amount  equal to
                    the excess;

               (ii) the  Agent  shall  treat  the  excess  amount so paid by the
                    Recovering Bank as if it were a payment made by the Borrower
                    and shall  distribute  the same to the Banks (other than the
                    Recovering Bank) in accordance with clause 8.11, and

               (iii)as between the Borrower and the  Recovering  Bank the excess
                    amount so re-distributed shall be treated as not having been
                    paid but the  obligations of the Borrower to the other Banks
                    shall,  to the extent of the  amounts so  re-distributed  to
                    them, be treated as discharged.

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<PAGE>

          (b)  If any part of the Relevant Receipt subsequently has to be wholly
               or  partly   refunded  by  the  Recovering  Bank  (whether  to  a
               liquidator  or  otherwise)  each  Bank to which  any part of such
               Relevant Receipt was so re-distributed  shall on request from the
               Recovering Bank repay to the Recovering Bank such Bank's pro rata
               share of the amount  which has to be refunded  by the  Recovering
               Bank.

          (c)  Each Bank shall on request  supply to the Agent such  information
               as the Agent may from time to time  request  for the  purpose  of
               this clause 17.2.

          (d)  Notwithstanding  the foregoing  provisions of this clause 17.2 no
               Recovering  Bank shall be obliged to share any  Relevant  Receipt
               which it receives or recovers pursuant to legal proceedings taken
               by it to recover any sums owing to it under this  Agreement  with
               any other party which has a legal right to, but does not,  either
               join  in such  proceedings  or  commence  and  diligently  pursue
               separate proceedings to enforce its rights in the same or another
               court (unless the  proceedings  instituted by the Recovering Bank
               are  instituted  by it without  prior notice having been given to
               such party through the Agent).

17.3      No release

         For the  avoidance of doubt it is hereby  declared  that failure by any
         Recovering  Bank to comply with the provisions of clause 17.2 shall not
         release  any  other  Recovering  Bank  from any of its  obligations  or
         liabilities under clause 17.2.

17.4      No charge

         The  provisions of this clause 17 shall not, and shall not be construed
         so as to,  constitute  a charge by a Bank over all or any part of a sum
         received or  recovered by it in the  circumstances  mentioned in clause
         17.2.

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18        Assignment, Substitution and Lending Offices

18.1      Benefit and Burden

         This Agreement shall be binding upon, and enure for the benefit of, the
         Banks, the Arrangers,  the Agent, the Security Trustee,  each member of
         the Group and their respective successors.

18.2      No Assignment by the Borrower or its Subsidiaries

         No  member of the Group may  assign or  transfer  any of its  rights or
         obligations under this Agreement.

18.3      Assignment by Banks

         Each Bank (an "Assignor Bank") may assign all or any part of its rights
         in respect of its Contribution  (being at least (UK Pound)3,000,000 and
         an integral multiple of (UK Pound)1,000,000) to any Qualifying Bank (an
         "Assignee") with the prior written consent of the Borrower (which shall
         not be unreasonably  withheld or delayed) provided that no such consent
         is  necessary if such  Assignee is a Qualifying  Bank which is a wholly
         owned  Subsidiary of such  Assignor  Bank or a Qualifying  Bank of whom
         such Assignor Bank is a wholly owned Subsidiary.

18.4      Substitution

         Each Bank (a "Transferor Bank") may transfer,  by way of novation,  all
         or any part of its rights,  benefits  and/or  obligations in respect of
         its Commitment and/or  Contribution being at least (UK  Pound)3,000,000
         and an integral  multiple of (UK  Pound)1,000,000  under this Agreement
         and the  Security  Trust Deed to any person (a  "Substitute")  with the
         prior written  consent of the Borrower (which shall not be unreasonably
         withheld or delayed) provided that no such consent is necessary if such
         Substitute is a wholly owned  Subsidiary of such  Transferor  Bank or a
         person of whom such Transferor Bank is a wholly owned  Subsidiary.  Any
         such novation shall be effected upon five Banking Days' prior notice by
         delivery to the Agent of a duly completed Substitution Certificate duly
         executed by such Bank, the  Substitute  and the Agent (for itself,  the
         Arrangers, the Security Trustee, the Borrower, its Subsidiaries and the
         other  Banks).  On  the  effective  date  specified  in a  Substitution
         Certificate  so  executed  and  delivered,  to the extent that they are
         expressed  in such  Substitution  Certificate  to be the subject of the
         novation effected pursuant to this clause 18.4:

         (a)      the existing  parties to this  Agreement and the Bank party to
                  the relevant  Substitution  Certificate shall be released from
                  their  respective  obligations  towards one another under this
                  Agreement   and   the   Security   Trust   Deed   ("discharged
                  obligations")  and their respective rights against one another
                  under this Agreement ("discharged rights") shall be cancelled;

         (b)      the Substitute party to the relevant Substitution  Certificate
                  and the existing  parties to this  Agreement  and the Security
                  Trust Deed  (other  than the Bank  party to such  Substitution

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<PAGE>

                  Certificate) shall assume obligations towards each other which
                  differ from the  discharged  obligations  only insofar as they
                  are owed to or assumed by such Substitute  instead of to or by
                  such Bank;

         (c)      the Substitute party to the relevant Substitution  Certificate
                  and the existing  parties to this  Agreement  and the Security
                  Trust Deed  (other  than the Bank  party to such  Substitution
                  Certificate)  shall  acquire  rights  against each other which
                  differ from the  discharged  rights  only  insofar as they are
                  exercisable  by or against  such  Substitute  instead of by or
                  against such Bank

         and, on the date upon which such novation  takes effect the  Substitute
         shall pay to the Agent for its own account a fee of (UK Pound)750.  The
         Agent shall  promptly  notify the  Borrower of the receipt by it of any
         Substitution Certificate and deliver a copy thereof to the Borrower.

18.5      Reliance on Substitution Certificate

         The Agent,  the Banks,  the  Arrangers,  the Security  Trustee and each
         member of the Group shall be fully entitled to rely on any Substitution
         Certificate  delivered to the Agent in  accordance  with the  foregoing
         provisions  of this clause 18 which is complete and regular on its face
         as  regards  its  contents  and  purportedly  signed  on  behalf of the
         relevant Bank and the Substitute and none of the Agent,  the Banks, the
         Arrangers,  the Security  Trustee or any member of the Group shall have
         any  liability  or  responsibility  to any  party as a  consequence  of
         placing  reliance on and acting in accordance  with any such Substitute
         Certificate if it proves to be the case that the same was not authentic
         or duly authorised.

18.6      Authorisation of Agent

         Each member of the Group, each Arranger,  the Security Trustee and each
         Bank irrevocably authorises the Agent to counter-sign each Substitution
         Certificate  on  its  behalf   without  any  further   consent  of,  or
         consultation with such member of the Group, such Arranger, the Security
         Trustee or such Bank except,  in the case of the Borrower,  the consent
         required pursuant to clause 18.3 or 18.4.

18.7      Construction of certain references

         If any Bank assigns all or any part of its rights or novates all or any
         part of its rights, benefits and obligations as provided in clause 18.3
         or 18.4 all relevant  references  in this  Agreement to such Bank shall
         thereafter be construed as a reference to such Bank and/or its Assignee
         or  Substitute  (as the case may be) to the extent of their  respective
         interests.

18.8      Lending offices

         Each Bank shall lend  through  its office at the address  specified  in
         Schedule  1 or,  as the  case  may  be,  in any  relevant  Substitution
         Certificate or through any other office of such Bank selected from time
         to time by such Bank  through  which  such Bank  wishes to lend for the
  
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<PAGE>

         purposes  of this  Agreement.  If the  office  through  which a Bank is
         lending is changed pursuant to this clause 18.8, such Bank shall notify
         the Agent promptly of such change.

18.9      Disclosure of information

         Save as  permitted  pursuant  to the  terms  of this  Agreement  or the
         relevant Security Document any information  furnished  pursuant to this
         Agreement or any  Security  Document to which the Borrower or any other
         member of the Group (as the case may be) is a party to the  Agent,  the
         Arranger,  the Security Trustee or the Banks shall be kept confidential
         by the recipient and the Agent, the Arrangers, the Security Trustee and
         the  Banks,  save that the  provisions  of this  clause  18.9 shall not
         apply:

         (a)      to any information already known to the recipient;

         (b)      to any  information  subsequently  received  by the  recipient
                  which it would otherwise be free to disclose;

         (c)      to  any  information  which  is or  becomes  public  knowledge
                  otherwise  than as a result of a breach by any  person of this
                  clause 18.9 or of any confidentiality undertaking entered into
                  pursuant to clause 18.10; and

         (d)      to any extent that the  recipient  is required to disclose the
                  same  pursuant  to any law or order  of any  court or order or
                  request of any governmental agency with whose instructions the
                  recipient habitually complies.

18.10     Confidentiality undertaking

         Any Bank, the Security  Trustee,  any Arranger or the Agent may, having
         obtained  the prior  consent of the  Borrower  (such  consent not to be
         unreasonably withheld) disclose to a prospective Assignee or Substitute
         or to any  other  person  who may  propose  entering  into  contractual
         relations  with such Bank,  the Security  Trustee,  any Arranger or the
         Agent in  relation  to this  Agreement  or any  Security  Document  any
         information  referred  to in clause  18.9  subject  to the  prospective
         Assignee  or  Substitute   or  other  person  first   entering  into  a
         confidentiality  undertaking with the Borrower and the other members of
         the  Group in  substantially  the same  terms as  clause  18.9 and this
         clause 18.10.

18.11     Limitation on certain obligations

         If, at the time of any assignment, novation or change in lending office
         by any Bank, circumstances exist which would oblige the Borrower to pay
         to the  Assignee,  Substitute  (or,  in the case of change  in  lending
         office,  the relevant Bank) under clauses 8.7 or 16.2 any sum in excess
         of the sum (if any)  which it could  have been  obliged  to pay to that
         Bank  under the  relevant  clause in the  absence of that  novation  or
         change of lending office, the Borrower shall not be obliged to pay that
         excess.

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19        Arrangers, Agent and Reference Banks

19.1      Appointment of Agent

         Each Bank irrevocably  appoints the Agent as its agent for the purposes
         of this Agreement and any relevant Security Document and authorises the
         Agent  (whether or not by or through  employees or agents) to take such
         action on such Bank's  behalf and to exercise  such  rights,  remedies,
         powers and  discretions as are  specifically  delegated to the Agent by
         this Agreement  and/or any relevant  Security  Document,  together with
         such powers and discretions as are reasonably  incidental thereto. None
         of the Agent,  the Arrangers or the Security  Trustee  shall,  however,
         have any duties,  obligations  or liabilities to the Banks beyond those
         expressly stated in this Agreement and/or the Security Documents.

19.2      Amendments to this Agreement

          (a)  Subject to clause  19.2(b) and save where  otherwise  provided in
               this  Agreement,  the Agent may, with the consent of the Majority
               Banks (or if and to the extent expressly  authorised by the other
               provisions of this Agreement), amend, modify or otherwise vary or
               waive  breaches  of,  or  defaults  under,  or  otherwise  excuse
               performance  of, any  provision  of this  Agreement  or any other
               Security  Document  entered into in favour of the Agent. Any such
               action so authorised  and effected by the Agent shall be promptly
               notified to the Banks by the Agent and shall be binding on all of
               the Banks.

          (b)  Except with the prior  written  consent of all of the Banks,  the
               Agent  shall  not have  authority  on  behalf of the Banks (A) to
               agree  with  any  member  of the  Group  any  amendment  to  this
               Agreement  or to grant  waivers  in  respect  of  breaches  of or
               defaults  under this  Agreement or to excuse  performance of this
               Agreement which would (i) reduce the Margin,  (ii) extend the due
               date or reduce the amount of any payment of  principal,  interest
               or other amount  payable under this  Agreement,  (iii) change the
               currency  in which any  amount is payable  under this  Agreement,
               (iv) increase any Bank's Commitment, (v) change the definition of
               "Majority  Banks" in clause 1.2,  change  clauses 3.3,  4.2, 4.3,
               4.4,  16.2,  17.2 or 18.2,  (vi) change this clause 19.2,  (B) to
               release  any  asset  of  whatever  nature  that is  subject  to a
               Security  Document  unless such release is to permit the disposal
               or other dealing with such asset in accordance  with the terms of
               this  Agreement  or  the  relevant  Security  Document  or (C) to
               release any member of the Group from any of its obligations under
               this Agreement and the Security Documents.

19.3      Rights of Agent, Security Trustee and each Arranger as Bank; no 
          partnership

         With respect to its own Commitment and Contribution (if any) the Agent,
         the Security  Trustee and each Arranger  shall have the same rights and
         powers under this Agreement as any other Bank and may exercise the same
         as though it were not performing the duties and functions  delegated to

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<PAGE>
         it under this  Agreement  and/or the  Security  Documents  and the term
         "Banks" shall, unless the context clearly otherwise indicates,  include
         the Agent,  the Security  Trustee and each  Arranger in its  individual
         capacity as a Bank. This Agreement shall not and shall not be construed
         so as to constitute a partnership between the parties or any of them.

19.4      No liability of the Arrangers, the Security Trustee and Agent

         None of the Arrangers, the Security Trustee or the Agent shall:

          (a)  be obliged to request any  certificate or opinion under clause 10
               or 13 or to make any enquiry as to the use of the proceeds of the
               Loan  unless (in the case of the Agent) so required in writing by
               any  Bank,  in  which  case the  Agent  shall  promptly  make the
               appropriate  request of the  Borrower,  or be obliged to make any
               enquiry as to any default by the Borrower in the  performance  or
               observance of any of the  provisions  of this  Agreement or as to
               the existence of a Default  unless (in the case of the Agent) the
               Agent  has  actual  knowledge  thereof  or has been  notified  in
               writing thereof by a Bank, in which case the Agent shall promptly
               notify the Banks of the relevant event or circumstance; or

          (b)  be liable to any Bank for any action taken or omitted under or in
               connection with this Agreement or the Loan unless caused by their
               or its gross negligence or wilful misconduct.

         For the purpose of this  clause 19 neither  the Agent nor the  Security
         Trustee  shall be treated as having  actual  knowledge of any matter of
         which the corporate finance or any other division outside the corporate
         lending or loan  administration  departments of the person for the time
         being acting as the Agent or the Security Trustee,  as the case may be,
         may become  aware in the  context  of  corporate  finance  or  advisory
         activities  from time to time  undertaken  by the Agent or the Security
         Trustee,  as the case may be, for any member of the Group, any Ultimate
         Shareholder  or any of  their  respective  Subsidiaries  or  Associated
         Companies.

19.5      Agent's duty to notify and take action

         The Agent shall:

          (a)  promptly  notify  each  Bank  of the  contents  of  each  notice,
               certificate  or other  document  received  by the Agent  from the
               Borrower under or pursuant to clauses 6.6, 6.7 and 11 and provide
               each  Bank  with a copy  of  each  set of  financial  statements,
               Monthly  Management  Accounts or  Quarterly  Management  Accounts
               delivered to the Agent under clause 11.1(f), (g) or (h); and

          (b)  (subject to its being indemnified to its satisfaction)  take such
               action or, as the case may be,  refrain  from  taking such action
               with  respect  to any  Default  of which  the  Agent  has  actual
               knowledge as the Majority Banks or Banks (as the case may be) may
               reasonably direct.

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19.6      Identity of the Banks

         The Agent may deem and treat (a) each Bank as the  person  entitled  to
         the benefit of the  Contribution  of such Bank for all purposes of this
         Agreement  unless  and  until a notice  of  assignment  of such  Bank's
         Contribution  or any part thereof or a Substitution  Certificate  shall
         have been  filed with the Agent,  and (b) the office set  opposite  the
         name of each  Bank in part B of  schedule  1 or, as the case may be, in
         any relevant  Substitution  Certificate  as such Bank's  lending office
         unless  and until a written  notice of change of lending  office  shall
         have been  received  by the Agent;  and the Agent may act upon any such
         notice  unless  and until  the same is  superseded  by a  further  such
         notice.

19.7      Non-reliance on the Arrangers, the Security Trustee or the Agent

         Each  Bank  acknowledges  that  it has  not  relied  on any  statement,
         opinion,  forecast or other  representation made by the Arrangers,  the
         Security Trustee or the Agent to induce it to enter into this Agreement
         and that it has made and will continue to make, without reliance on the
         Agent,  the  Arrangers  or the  Security  Trustee  and  based  on  such
         documents  as it  considers  appropriate,  its  own  appraisal  of  the
         creditworthiness  of each  member of the Group and its own  independent
         investigation of the financial  condition and affairs of each member of
         the Group and each Mortgagor or  Subordinated  Creditor,  in connection
         with the making and continuation of the Loan under this Agreement. None
         of the Arrangers, the Security Trustee or the Agent shall have any duty
         or  responsibility,  either  initially  or on a  continuing  basis,  to
         provide any Bank with any credit or other  information  with respect to
         any member of the Group,  any  Mortgagor or any  Subordinated  Creditor
         whether  coming into their or its  possession  before the making of any
         Advance or at any time or times thereafter,  other than (in the case of
         the Agent) as provided in clause 19.5(a).

19.8      No Responsibility on Arrangers, Security Trustee or Agent for 
          Borrower's, etc. performance

         None of the Arrangers, the Security Trustee or the Agent shall have any
         responsibility  to any Bank (a) on account of the failure of any member
         of the Group,  any  Mortgagor or any  Subordinated  Creditor to perform
         their  respective  obligations  under this  Agreement  or the  Security
         Documents  or (b) for the  financial  condition  of any  member  of the
         Group,  any  Mortgagor  or any  Subordinated  Creditor,  or (c) for the
         completeness  or  accuracy  of  any  statements,   representations   or
         warranties in this  Agreement,  the Security  Documents or any document
         delivered under this Agreement or the Security Documents or (d) for the
         execution,    effectiveness,     adequacy,    genuineness,    validity,
         enforceability  or  admissibility  in evidence of this Agreement or the

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         Security  Documents  or of any  certificate,  report or other  document
         executed or delivered under this Agreement or the Security Documents or
         otherwise in  connection  with the Loan or its  negotiation  or (e) for
         acting (or, as the case may be,  refraining  from acting) in accordance
         with the instructions of the Majority Banks or all of the Banks (as the
         case may be). The Arrangers,  the Security  Trustee and the Agent shall
         be  entitled  to  rely on any  communication,  instrument  or  document
         believed  by them or it to be  genuine  and  correct  and to have  been
         signed or sent by the proper person and shall be entitled to rely as to
         legal or other  professional  matters on opinions and statements of any
         legal or other  professional  advisers  selected or approved by them or
         it.

19.9      Other dealings

         The  Arrangers,  the  Security  Trustee and the Agent may,  without any
         liability to account to the Banks, accept deposits from, lend money to,
         and  generally  engage in any kind of banking or trust  business  with,
         each member of the Group, any Mortgagor or any Subordinated Creditor or
         any of the Banks as if they or it were not an  Arranger,  the  Security
         Trustee or the Agent (as the case may be).

19.10     Reimbursement and indemnity by Banks

         Each Bank shall reimburse the Arrangers,  the Security  Trustee and the
         Agent (rateably in accordance with such Bank's Commitment,  at any time
         before  the  making  of the  first  Advance  or if no  Advance  is then
         outstanding,  or  Contribution,  at any other  time) to the extent that
         such Arranger,  the Security  Trustee or the Agent is not reimbursed by
         the Borrower,  for the charges and expenses  incurred by such Arranger,
         the Security  Trustee and the Agent in connection with the negotiation,
         preparation,  syndication  and  execution of this  Agreement  and/or in
         contemplation  of, or otherwise in connection with, the enforcement of,
         or the  preservation of any rights under, or in carrying out its duties
         under, this Agreement and/or the Security Documents  including (in each
         case) the fees and  expenses of legal or other  professional  advisers.
         Each Bank shall indemnify the Agent and the Security Trustee  (rateably
         in  accordance  with such  Bank's  Commitment,  at any time  before the
         making of the first  Advance or if no Advance is then  outstanding,  or
         Contribution,  at any other  time)  against all  liabilities,  damages,
         costs and  claims  whatsoever  incurred  by the  Agent or the  Security
         Trustee (as the case may be) in connection  with this Agreement  and/or
         the Security  Documents  or any document or report  referred to in this
         Agreement or the performance of its duties under this Agreement  and/or
         the  Security  Documents or any action taken or omitted by the Agent or
         the Security  Trustee (as the case may be) under this Agreement  and/or
         the Security  Documents,  unless such  liabilities,  damages,  costs or
         claims  arise from the Agent's or the Security  Trustee's  (as the case
         may be) own gross negligence or wilful misconduct.

19.11     Retirement of Agent

          (a)  The Agent may retire  from its  appointment  as Agent  under this
               Agreement and/or the relevant Security  Documents having given to
               the  Borrower and each of the Banks not less than 30 days' notice

                                       85
<PAGE>

               of its intention to do so, provided that no such retirement shall
               take effect  unless there has been  appointed by the Banks (after
               consultation with the Borrower) as a successor agent:

                  (i)       a Bank; or

                  (ii)     any  other   reputable  and   experienced   financial
                           institution  with  offices  in London  nominated  and
                           accepted  by the  Majority  Banks  and to  which  the
                           Borrower has given its consent  (such  consent not to
                           be  unreasonably  withheld or delayed);  or,  failing
                           such nomination; or

                  (iii)    any  reputable  and  experienced  bank  or  financial
                           institution  with offices in London  nominated by the
                           Agent and to which the Borrower has given its consent
                           (such  consent  not to be  unreasonably  withheld  or
                           delayed).

          (b)  All of the Banks  (other  than the Agent,  in its  capacity  as a
               Bank)  may,  having  given to the  Agent  not less  than 30 days'
               notice of the  intention  to do so,  remove  the  Agent  from its
               appointment  as such  under  the  Agreement.  The  removal  shall
               automatically  be of effect on the  expiry  of the  notice  save,
               where the Banks (other than the Agent, in its capacity as a Bank)
               shall have failed to appoint a successor agent falling within the
               requirements  of clause  19.11(a) (i) or (ii),  in which case the
               removal shall be deferred  until such  appointment  is made.  The
               Banks  (other  than the Agent,  in its  capacity as a Bank) shall
               immediately  notify  the Agent in writing  of their  making  such
               appointment.

          (c)  Upon  any  such  successor  as  aforesaid  being  appointed,  the
               retiring  Agent shall be discharged  from any further  obligation
               under this Agreement and/or the relevant  Security  Documents and
               its  successor  and each of the other  parties to this  Agreement
               and/or the relevant Security Documents shall have the same rights
               and obligations  among  themselves as they would have had if such
               successor had been a party to this Agreement  and/or the relevant
               Security Documents in place of the retiring Agent.

19.12     Change of Reference Banks

         If (a) the whole of the  Contribution (if any) of any Reference Bank is
         prepaid,  (b) the  Commitment (if any) of any Reference Bank is reduced
         to zero in  accordance  with clause 6.4 or 16.1,  (c) a Reference  Bank
         assigns and/or novates the whole of its rights and obligations (if any)
         as a Bank under this  Agreement  or (d) any  Reference  Bank  ceases to
         provide  quotations to the Agent for the purposes of determining LIBOR,
         the  Agent  may,  acting on the  instructions  of the  Majority  Banks,
         terminate the appointment of such Reference Bank and after consultation
         with the Borrower appoint another Bank to replace such Reference Bank.

19.13     Security Documents

         Each Bank  acknowledges  and agrees to the terms and  conditions of the
         Security  Documents  and the Security  Trustee and the Banks agree that
         the Banks will,  subject to the terms of the  Security  Trust Deed,  be
         entitled  to  all  the  rights  and  subject  to  the  liabilities  and
         obligations of the Banks (and, if applicable, the Bond Providers and/or
         Interest Rate  Beneficiaries  (as defined therein)) under the Debenture
         and any other Security  Document  entered into by the Security  Trustee
         for the benefit of the Banks and,  if  applicable,  the Bond  Providers
         and/or Interest Rate Beneficiaries.

                                       86

<PAGE>
20        Notices and other matters

20.1      Notices

         Every  notice,  request,  demand  or  other  communication  under  this
         Agreement shall:

          (a)  be in writing  delivered  personally  or by  first-class  prepaid
               letter (airmail if applicable and available), telex or telefax:

          (b)  be deemed to have been received, subject as otherwise provided in
               this  Agreement,   in  the  case  of  a  letter,  when  delivered
               personally  or 3 days after it has been put into the post and, in
               the case of a telex or telefax,  at the time of despatch with, in
               the  case  of  telex,   confirmed  answerback  of  the  addressee
               appearing at the beginning and end of the  transmission or in the
               case of a telefax,  with  confirmation by the sender's  facsimile
               machine  that  the  message  has  been  received  at the  correct
               facsimile  number  (provided  that  if the  date of  delivery  or
               despatch is not a business day in the country of the addressee or
               if the time of  despatch  of any  telex or  telefax  is after the
               close of  business in the  country of the  addressee  it shall be
               deemed to have been  received  at the  opening of business on the
               next such business day); and

          (c)  be sent:

                  (i)       to the Borrower at:

                           1500 Market Street
                           Philadelphia PA 19102
                           United States of America

                           Telefax: 001 215 981 7744
                           Attention:       Ken Mikalauskas

                  (ii)      to the Agent and the Security Trustee at:

                           46 Berkeley Street
                           London W1X 6AA

                           Telefax: 0171 322 6032
                           Attention:     Michael Rugg (in the case of documents
                                          delivered  in  accordance  with clause
                                          11.1(f),  (g),  (h)  or  (j)  of  this
                                          Agreement.)

                  (iii)    to each Arranger and each Bank at its address,  telex
                           number  or  telefax  number  specified  in  Part B of
                           Schedule   1  or   in   any   relevant   Substitution
                           Certificate.

                                       87
<PAGE>

                  or to such other address, telex number or telefax number as is
                  notified by the Borrower, the Agent, an Arranger, the Security
                  Trustee or a Bank (as the case may be) to the other parties to
                  this Agreement.

20.2      Notices through the Agent

         Every  notice,  request,  demand  or  other  communication  under  this
         Agreement  to be given by any  member of the  Group to any other  party
         shall be given to the Agent for onward  transmission as appropriate and
         to be given to any  member  of the Group  shall  (except  as  otherwise
         provided in this Agreement) be given by the Agent.

20.3      No implied waivers, remedies cumulative

         No  failure  or delay  on the part of the  Agent,  the  Arrangers,  the
         Security Trustee, the Banks or any of them to exercise any power, right
         or remedy under this Agreement shall operate as a waiver  thereof,  nor
         shall any single or partial exercise by the Agent,  the Arrangers,  the
         Security  Trustee,  the  Banks  or any of them of any  power,  right or
         remedy preclude any other or further  exercise  thereof or the exercise
         of any other  power,  right or remedy.  The  remedies  provided in this
         Agreement are cumulative and are not exclusive of any remedies provided
         by law.

20.4      Counterparts

         This Agreement may be executed in any number of counterparts and by the
         different  parties  on  separate  counterparts,  each of which  when so
         executed and delivered shall be an original, but all counterparts shall
         together constitute one and the same instrument.

                                       88
<PAGE>
21        Governing law and jurisdiction

21.1     Law

         This Agreement is governed by and shall be construed in accordance with
         English law.

21.2     Submission to jurisdiction

         The parties to this Agreement  agree for the benefit of the Agent,  the
         Arrangers, the Security Trustee and the Banks that:

          (a)  if any party has any claim against any other arising out of or in
               connection  with this  Agreement  such claim  shall  (subject  to
               clause  21.2(c))  by  referred  to the High  Court of  Justice in
               England,  to the  jurisdiction  of  which  each  of  the  parties
               irrevocably submits;

          (b)  the jurisdiction of the High Court of Justice in England over any
               such claim against the Agent, the Arrangers, the Security Trustee
               or any Bank  shall be an  exclusive  jurisdiction  and no  courts
               outside England shall have  jurisdiction to hear or determine any
               such claim; and

          (c)  nothing in this  clause  21.2 shall limit the right of the Agent,
               the  Arrangers,  the  Security  Trustee or the Banks to refer any
               such claim  against the  Borrower to any other court of competent
               jurisdiction  outside  England,  to the jurisdiction of which the
               Borrower  hereby  irrevocably  agrees  to  submit,  nor shall the
               taking of proceedings by the Agent,  the Arrangers,  the Security
               Trustee   or  any  Bank   before   the  courts  in  one  or  more
               jurisdictions  preclude  the taking of  proceedings  in any other
               jurisdiction whether concurrently or not.

21.3     Agent for service of process

         The Borrower  irrevocably  designates,  appoints and empowers Fleetside
         Legal  Representative  Services  Limited  at  present  of 9  Cheapside,
         London, EC2V 6AD to receive for it and on its behalf service of process
         issued out of the High Court of Justice of England in  relation  to any
         claim arising out of or in connection with this Agreement.


                                       89
<PAGE>
                                   SCHEDULE 1
                   Part A - The Original Charging Subsidiaries
<TABLE>
<CAPTION>
          (1)                                        (2)               (3)
     Company Name                                  Company          Registered
                                                    Number            Office
<S>                                                 <C>             <C>     
Comcast Darlington Limited                          2533674         Roberts House
                                                                    De Havilland Avenue
                                                                    Preston Farm Business Park
                                                                    Stockton-on-Tees TS18 3TH

Comcast Teesside Limited                            2532188         Roberts House
                                                                    De Havilland Avenue
                                                                    Preston Farm Business Park
                                                                    Stockton-on-Tees TS18 3TH

Cambridge Holding Company Limited                   2670603         First Floor, Block D
                                                                    Westbrook Centre
                                                                    Milton Road
                                                                    Cambridge CB4 1YG

Cambridge Cable Limited                             2154841         First Floor, Block D
                                                                    Westbrook Centre
                                                                    Milton Road
                                                                    Cambridge CB4 1YG

Anglia Cable Communications Limited                 2433857         First Floor, Block D
                                                                    Westbrook Centre
                                                                    Milton Road
                                                                    Cambridge CB4 1YG

East Coast Cable Limited                            2352468         First Floor, Block D
                                                                    Westbrook Centre
                                                                    Milton Road
                                                                    Cambridge CB4 1YG

Southern East Anglia Cable Limited                  2905929         First Floor, Block D
                                                                    Westbrook Centre
                                                                    Milton Road
                                                                    Cambridge CB4 1YG
</TABLE>

                                       90
<PAGE>

                                   SCHEDULE 1
                    Part B - The Banks and their Commitments
<TABLE>
<CAPTION>
       Name                            Address and Facsimile No.                    Commitment
                                                                                    (UK Pound)
<S>                               <C>                                                <C>       
The Bank of New York              46 Berkeley Street                                 65,000,000
                                  London W1X 6AA

                                  Tel:                0171 322 6018
                                  Fax:                0171 322 6032
                                  Attention:          Loans Administration
                                                      Department

Banque Paribas                    10 Harewood Avenue,                                65,000,000
                                  London, NW1 6AA

                                  Tel:                0171 595 2000
                                  Fax:                0171 595 2555
                                  Attention:          Steve Primarolo,
                                                      Loans Administration, copy
                                                      to Ken Goldsbrough

Barclays Bank PLC                 5 The North Colonnade,                             35,000,000
                                  Canary Wharf, London E14 4PU

                                  Tel:                0171 773 6427/6424
                                  Fax:                0171 773 6811
                                  Attention:          Global Services Unit

The Royal Bank of Scotland plc    5-10 Great Tower Street,                           35,000,000
                                  London, EC3P 3HX

                                  Tel:                0171 615 5758
                                  Fax:                0171 220 7370
                                  Attention:          Gina Thomas

                                                                          (UK Pound)200,000,000
</TABLE>

                                       91
<PAGE>

                                   SCHEDULE 2

                        Part A - Form of Drawdown Notice

To:      [          ]

Attention:        [          ]                                       [Date]

                       (UK Pound)200,000,000 Loan Facility
                          Loan Agreement dated [ ] 1997
            (as from time to time amended, varied, extended, restated
                        or replaced the "Loan Agreement")

1.       We refer to the above Loan Agreement and hereby give you notice that we
         wish to draw [(i)] [an Advance  under Tranche A of (UK Pound)[ ] on [ ]
         and select a Term for such  Advance of [ ] months.  The funds should be
         credited  to [name and number of  account]  with [bank in London]  [and
         (ii)] [an Advance  under Tranche B of (UK Pound)[ ] on [ ] and select a
         Term for such  Advance of [ ] months.  The funds  should be credited to
         [name and number of account] with [bank in London].

2.       We confirm that:

          (a)  no event or  circumstance  has occurred and is  continuing  which
               constitutes a Default;

          (b)  the  representations  and  warranties  referred  to in clause 9.3
               including  those  deemed to be made by the  Borrower  pursuant to
               such  clause are  (subject  as  provided  in clause 9.3) true and
               correct  at the date  hereof as if each was made with  respect to
               the facts and circumstances existing at the date hereof; and

          (c)  the  borrowing  to be effected by such Advance will be within our
               powers,  has been validly  authorised by  appropriate  action and
               will not cause any limit on our  borrowings  (whether  imposed by
               statute, regulation, agreement or otherwise) to be exceeded; and

*3.      We confirm that Consolidated  Annualised Net Operating Cash Flow in the
         most recently delivered Monthly Management Accounts was [ ].

*4.      We further confirm that the ratio of the Tranche B Loan (including, for
         these  purposes,  the amount of the Advance the subject of this notice)
         to  Consolidated  Annualised Net Operating Cash Flow as calculated from
         the most recently  delivered Monthly  Management  Accounts delivered to
         the Agent under the Loan Agreement was [ ].

Words and expressions defined in the Loan Agreement shall have the same meanings
where used herein.

                                       92
<PAGE>

                              For and on behalf of
                           Comcast UK Holdings Limited

               ..................................................
                               Authorised Officer


*        In the case of Advances under Tranche B only


                                       93
<PAGE>
                                   SCHEDULE 2

                        Part B - Form of Rollover Notice

To:      [          ]

Attention:        [          ]                                   [Date]

                       (UK Pound)200,000,000 Loan Facility
                          Loan Agreement dated [ ] 1997
                (as from time amended, varied, extended, restated
                        or replaced the "Loan Agreement")

We refer to the above Loan  Agreement and hereby give you notice that we wish to
draw [(i)] [an Advance of (UK Pound)[ ] on [ ] under Tranche A and select a Term
for such Advance of [ ] months.  The funds  should be applied in  repayment  [in
part] of the  Advance of (UK  Pound)[ ] which falls due to be repaid on the same
day in accordance with clause 4.12 of the Loan Agreement [and the balance of [ ]
credited to [name and number of account] with [bank in London]]]  [and (ii)] [an
Advance  of (UK  Pound)[  ] on [ ] under  Tranche  B and  select a Term for such
Advance of [ ] months. The funds should be applied in repayment [in part] of the
Advance  of (UK  Pound)[  ] which  falls  due to be  repaid  on the  same day in
accordance  with  clause  4.12 of the Loan  Agreement  [and the  balance  of [ ]
credited to [name and number of account] with [bank in London]]].

Words and expressions defined in the Loan Agreement shall have the same meanings
when used herein.

                              For and on behalf of
                           Comcast UK Holdings Limited

                           ...........................
                               Authorised Officer

                                       94
<PAGE>
                                   SCHEDULE 2

                       Part C - Form of Conversion Notice

To:      [          ]

Attention:        [          ]                                   [Date]

        (UK Pound)200,000,000 Loan Facility Loan Agreement dated [ ] 1997
               (as from time amended, varied, extended, restated
                        or replaced the "Loan Agreement")

We refer to the  Advance  made to us of (UK  Pound)[ ] on [ ] with a Term of [ ]
under Tranche [A]/[B]. Words and expressions defined in the Loan Agreement shall
have the same meanings when used herein.

We hereby  give you notice  that we wish to convert  such  Advance to an Advance
under Tranche [A/B] with effect from [ ] (the "Conversion Date").

We confirm that:

(i)  no event or circumstance has occurred and is continuing which constitutes a
     Default;

(ii) the  representations  and  warranties  referred to in clause 9.3  including
     those  deemed  to be made by the  Borrower  pursuant  to  such  clause  are
     (subject  as provided in clause 9.3) true and correct at the date hereof as
     if each was made with  respect to the facts and  circumstances  existing at
     the date hereof; and

(iii)the  borrowing  effected  by such  Advance is within our  powers,  has been
     validly  authorised by  appropriate  action and will not cause any limit on
     our  borrowings  (whether  imposed by  statute,  regulation,  agreement  or
     otherwise) to be exceeded.

We confirm that as at the Conversion  Date we will be in compliance  with clause
4.2 and clause 4.3 of the Loan Agreement.

                              For and on behalf of
                           Comcast UK Holdings Limited

                       ...................................
                               Authorised Officer

                                       95
<PAGE>

                                   SCHEDULE 3

             Documents and evidence required as conditions precedent

(a)      Copies,  certified  as true,  complete  and  up-to-date  copies  by the
         relevant  Company   Secretary  or  Director,   of  the  certificate  of
         incorporation  and  Memorandum  and  Articles  of  Association  of  the
         Borrower  (incorporating any amendments thereto reasonably  required by
         the Agent to ensure  the  Borrower  can  comply  with the terms of this
         Agreement and the Security Documents) and Comcast.

(b)      A copy certified as a true copy by the Company  Secretary of a Director
         of  Resolutions  of the Board of Directors  of the Borrower  evidencing
         approval of this  Agreement and any Security  Document to which it is a
         party and authorising  its appropriate  officers to execute and deliver
         this Agreement and each Security Document to which it is a party and to
         give all notices  and take all other  action  required by the  Borrower
         under this Agreement and each Security Document to which it is a party.

(c)      A  copy,  certified  as a true  copy  by  the  Company  Secretary  or a
         Director,   of  Resolutions  of  the  Board  of  Directors  of  Comcast
         evidencing  approval  of the  Deed of  Subordination  to  which it is a
         party,  the Share Mortgage and the Security Trust Deed and  authorising
         its   appropriate   officers   to  execute  and  deliver  the  Deed  of
         Subordination,  the Share  Mortgage and the Security  Trust Deed and to
         give all notices  and to take all action  required by it under the Deed
         of Subordination, the Share Mortgage and the Security Trust Deed.

(d)      Specimen signatures, authenticated by the relevant Company Secretary or
         Director,  of the persons authorised in the Resolutions of the Board of
         Directors referred to in paragraphs (b) and (c) above.

(e)      Copies,  certified  as true  copies  by the  relevant  duly  authorised
         officer from Fleetside Legal Representative  Services Limited as agents
         for receipt of service of process  referred  to in the Comcast  Deed of
         Subordination,  the Comcast Share  Mortgage and the Security Trust Deed
         of acknowledgement of appointment as such.

(f)      The Deed of  Subordination  and the  Share  Mortgage  having  been duly
         executed and delivered by Comcast.

(g)      The Security  Documents  having been duly executed and delivered by the
         Borrower and the other Security Obligors.

(h)      A notice in the form  attached  to the  Debenture  having been given to
         each insurer of all or any of the  material  assets of the Borrower and
         each member of the Group and the same  having been agreed and  accepted
         by each relevant insurer.

(i)      Copies, certified as true copies by the Company Secretary or a Director
         of  the  Borrower,   of  each  Principal   Agreement  together  with  a

                                       96
<PAGE>
         certificate  from the Company  Secretary  or a Director of the Borrower
         confirming  that such  documents  are, to the best of his knowledge and
         belief, in full force and effect.

(j)      a certificate from the company  secretary or a Director of the Borrower
         that all the assets of the Borrower are insured in accordance  with the
         provisions  of  this  Agreement  and  the  Debenture,  together  with a
         schedule of such insurance policies.

(k)      An opinion of Norton Rose,  solicitors  to the Agent,  dated no earlier
         than the date of this Agreement.

(l)      An opinion of Appleby,  Spurling & Kempe,  legal advisers in Bermuda to
         the Agent,  dated no earlier than the date of this  Agreement in a form
         previously approved by the Agent.

(m)      A letter,  addressed  to the Agent,  the Banks and the  Borrower,  from
         Deloitte & Touche  stating  that in  Deloitte &  Touche`s  opinion  the
         financial  projections  and  underlying  accounting  assumptions of the
         Agreed Base Case  delivered to the Arrangers  prior to the date of this
         Agreement are reasonable.

(n)      Copies of the Comcast Group's audited consolidated financial statements
         for the financial year ended 31 December 1996.

(o)      The unaudited  Quarterly  Management  Accounts for the Quarterly Period
         ending on 30 September 1997.

(p)      A copy of the  budget  of the  Group  for the  period  commencing  on 1
         January 1998 and ending on 31 December 1998.

(q)      A copy, certified as a true copy by a Director of the Borrower,  of the
         Agreed Base Case.

(r)      Copies,  certified  as true,  complete  and  up-to-date  copies  by the
         relevant   Company   Secretary  or  Director  of  the   certificate  of
         incorporation  and  Memorandum  and  Articles  of  Association  of each
         Original  Charging  Subsidiary  incorporating  any  amendments  thereto
         reasonably  required  by the Agent to  ensure  each  Original  Charging
         Subsidiary can comply with the terms of this Agreement and the Security
         Documents.

(s)      A copy certified as a true copy by the Company  Secretary or a Director
         of Resolutions  of the Board of Directors  approving the final terms of
         each  Original  Charging   Subsidiary   evidencing   approval  of  this
         Agreement,  and any  Security  Document  to  which  it is a  party  and
         authorising  its  appropriate  officers  to execute  and  deliver  this
         Agreement and the Security Documents to which it is a party and to give
         all notices and take all other  action  required by each such  Original
         Charging  Subsidiary under this Agreement and each Security Document to
         which it is a party.

(t)      Specimen  signatures  certified  by the relevant  Company  Secretary or
         Director of the persons  authorised by the  resolutions  referred to in
         paragraph (r) above.

                                       97
<PAGE>
(u)      Share  certificates  (together with any relevant  declarations of trust
         and  copies,   certified  as  true  copies  by  the  relevant   Company
         Secretaries  or a Director of resolutions of the Boards of Directors of
         the relevant  legal owners  authorising  the  execution and delivery of
         such  declarations  of trust and duly executed  stamped stock  transfer
         forms but with the name of the transferee left blank) in respect of the
         entire issued share capital of the Subsidiaries of the Borrower.

(v)      Receipt of all regulatory consents and letters (in the agreed form) and
         the effecting of all  registrations  required in  connection  with this
         Agreement and the Security  Documents,  including letters from the ITC,
         OFTEL and the DTI.

(w)      Confirmation from an Authorised  Officer of the Borrower that a minimum
         of (UK  Pound)300,000,000  of equity and/or  Subordinated Debt has been
         injected into the Group by Restricted Persons.

(x)      Confirmation from an Authorised  Officer of the Borrower that no member
         of the Group is in default under any existing financing arrangements.

(y)      Certified  copies of the loan  documentation in relation to outstanding
         Subordinated Debt and details of all amounts outstanding thereunder.

(z)      Confirmation  from the Company  Secretary or a Director of the Borrower
         that there are no outstanding Encumbrances or Borrowed Money other than
         Permitted Encumbrances/Permitted Borrowings.

(aa)     Title documents to all properties to be charged under the Debenture.

(bb)     Share  certificates  (together with any relevant  declarations of trust
         and  copies,   certified  as  true  copies  by  the  relevant   Company
         Secretaries  or a Director of  resolutions of the Board of Directors of
         the relevant  legal owners  authorising  the  execution and delivery of
         such  declarations  of trust) and duly stamped  stock  transfer  forms,
         executed in the name of the  Security  Trustee's  nominee in respect of
         the  shares in the  Borrower  which are  subject to the  Comcast  Share
         Mortgage.

(cc)     A copy, certified as a true copy by the Borrower's Company Secretary or
         a  Director,  of an extract  from the  Borrower's  Register  of Members
         showing  that Comcast is the  registered  holder of the shares that are
         subject to the Comcast Share Mortgage.

(dd)     Certified  copies of stock  transfer forms from Comcast to the Borrower
         of the shares in Comcast Darlington  Limited,  Comcast Teesside Limited
         and Cambridge Holding Company Limited.

                                       98
<PAGE>

                                   SCHEDULE 4

                         Calculation of Additional Cost

1    The  Additional  Cost for any period is calculated  in accordance  with the
     following formula:

                    BY + L(Y - X) + S(Y - Z)
                    ------------------------ per cent. per annum
                          100 - (B + S)


         where on the day of application of the formula:

         B        is the percentage of the Agent's  eligible  liabilities  which
                  the  Bank of  England  then  requires  the  Agent to hold on a
                  non-interest-bearing  deposit  account in accordance  with its
                  cash ratio requirements;

         Y        is the percentage rate at which Sterling  deposits are offered
                  by the Agent to leading banks in the London  interbank  market
                  at or about 11 a.m. on that day for the relevant period;

         L        is the percentage of eligible  liabilities  which (as a result
                  of  the  requirements  of  the  Bank  of  England)  the  Agent
                  maintains as secured money with members of the London Discount
                  Market  Association  or  in  certain  marketable  or  callable
                  securities approved by the Bank of England;

         X        is the percentage rate at which secured  Sterling  investments
                  may be placed by the Agent with members of the London Discount
                  Market  Association  at or about  11 a.m.  on that day for the
                  relevant  period or, if  greater,  the rate at which  Sterling
                  bills of  exchange  (of a tenor  equal to the  duration of the
                  relevant  period)  eligible for  rediscounting  at the Bank of
                  England can be discounted in the London  Discount Market at or
                  about 11 a.m. on that day;

         S        is the percentage of the Agent's  eligible  liabilities  which
                  the Bank of England  requires  the Agent to place as a special
                  deposit; and

         Z        is the  interest  rate  expressed  as a  percentage  per annum
                  allowed by the Bank of England on special deposits.

2        For the purposes of this schedule 4:

2.1      "eligible  liabilities" and "special  deposits" have the meanings given
         to them at the  time  of  application  of the  formula  by the  Bank of
         England; and

2.2      "relevant  period" in relation to each period for which Additional Cost
         falls to be calculated means:

                                       99
<PAGE>

         (a)       if it is 3 months or less, that period; or

         (b)       if it is more than 3 months, 3 months.

3    In the application of the formula,  B, Y, L, X, S and Z are included in the
     formula as figures and not as percentages,  e.g. if B = 0.5 per cent. and Y
     = 15 per cent. BY is calculated as 0.5 x 15.

4    The  formula  is  applied on the first day of each  relevant  period.  Each
     amount is rounded up (if necessary) to the nearest four decimal places.

5    If the Agent  determines that a change in  circumstances  has rendered,  or
     will render, the formula inappropriate,  the Agent (after consultation with
     the  Borrower and all of the Banks) shall notify the Borrower of the manner
     in which the Additional Cost will subsequently be calculated. The manner of
     calculation  so  notified  by the Agent  shall,  in the absence of manifest
     error, be binding on all the parties.

                                      100
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                                   SCHEDULE 5

                        Form of Substitution Certificate

Banks are advised not to employ Substitution Certificates or otherwise to assign
or  transfer  interests  in  the  Agreement  without  first  ensuring  that  the
transaction  complies with all applicable  laws and  regulations,  including the
Financial Services Act 1986 and regulations made thereunder.

To:      [          ]

Attention:        [          ]

                                                                  [Date]

                            Substitution Certificate

This Substitution  Certificate relates to a Loan Agreement (as from time to time
amended, varied, extended, restated or replaced (the "Agreement") dated [ ] 1997
between  Comcast UK Holdings  Limited as Borrower (1), the  Subsidiaries  of the
Borrower whose respective names and registered  numbers are set out in part A of
schedule 1 thereto, (2), the Arrangers (3), the banks and financial institutions
whose respective names and addresses are set out in Part B of schedule 1 thereto
as Banks (4), the Agent (5) and the Security  Trustee (6).  Terms defined in the
Agreement shall have the same meaning in this Substitution Certificate.

1        [Existing Bank] (the "Existing  Bank") (a) confirms the accuracy of the
         summary of its  participation  in the Agreement set out in the Schedule
         hereto; and (b) requests [Substitute Bank] (the "Substitute") to accept
         by way of novation the portion of such  participation  specified in the
         schedule  hereto by  countersigning  and delivering  this  Substitution
         Certificate  to the Agent at its  address  for the  service  of notices
         specified in the Agreement.

2        The  Substitute  hereby  requests  the Agent (on behalf of itself,  the
         Arrangers, the Security Trustee, the Borrower, the other members of the
         Group,  the Banks, the Bond Providers (as defined in the Security Trust
         Deed) and the Interest Rate  Beneficiaries  (as defined in the Security
         Trust Deed)) to accept this Substitution Certificate as being delivered
         to the Agent  pursuant  to and for the  purposes  of clause 18.4 of the
         Agreement, so as to take effect in accordance with the respective terms
         thereof on [date of transfer] (the  "Effective  Date") or on such later
         date as may be determined in accordance with the terms thereof.

3        The Agent (on behalf of itself,  the Arrangers,  the Security  Trustee,
         the  Borrower,   the  other  members  of  the  Group,  the  Banks,  the
         Mortgagors,  the Subordinated Creditors, the Bond Providers (as defined
         in the Security  Trust Deed and the  Interest  Rate  Beneficiaries  (as
         defined in the Security Trust Deed)) confirms the novation  effected by
         this  Substitution  Certificate  pursuant  to and for the  purposes  of
         clause 18.4 of the  Agreement so as to take effect in  accordance  with
         the terms thereof.

                                      101
<PAGE>
4         The Substitute confirms:

         (a)      that it has  received a copy of the  Agreement,  the  Security
                  Documents and all other documentation and information required
                  by it in connection with the transactions contemplated by this
                  Substitution Certificate;

         (b)      that it has made and will continue to make its own  assessment
                  of  the  validity,   enforceability  and  sufficiency  of  the
                  Agreement  and the  Security  Documents  and the  Substitution
                  Certificate  and has  not  relied  and  will  not  rely on the
                  Existing Bank, any Arranger,  the Security Trustee,  any other
                  Bank or the  Agent  or any  statements  made by any of them in
                  that respect;

         (c)      that it has  made  and will  continue  to make its own  credit
                  assessment  of the  Borrower,  each other member of the Group,
                  each  Mortgagor  and each  Subordinated  Creditor  and has not
                  relied and will not rely on the Existing  Bank,  any Arranger,
                  the Security Trustee, any other Bank or any statements made by
                  any of them in that respect;

         (d)      accordingly,  none of the Existing  Bank,  any  Arranger,  the
                  Security  Trustee,  any other Bank or the Agent shall have any
                  liability or  responsibility  to the  Substitute in respect of
                  any of the foregoing matters; and

         (e)      it is a Qualifying Bank.

5        Execution  of  this   Substitution   Certificate   by  the   Substitute
         constitutes  its  representation  to the  Existing  Bank and all  other
         parties to the Agreement and the Security  Trust Deed that it has power
         to become party to the Agreement and the Security  Trust Deed as a Bank
         on the terms  herein and  therein  set out and has taken all  necessary
         steps  to  authorise   execution  and  delivery  of  this  Substitution
         Certificate.

6        The Existing  Bank makes no  representation  or warranty and assumes no
         responsibility with respect to the legality,  validity,  effectiveness,
         adequacy or enforceability  of the Agreement or the Security  Documents
         or any document relating thereto and assumes no responsibility  for the
         financial  condition of the Borrower,  any Mortgagor,  any Subordinated
         Creditor or any other party to the Agreement or the Security  Documents
         or for the  performance  and  observance  by the  Borrower,  each other
         member of the Group, any Mortgagor,  any  Subordinated  Creditor or any
         other such party of any of its  obligations  under the Agreement or the
         Security  Documents  or any document  relating  thereto and any and all
         such  conditions and  warranties,  whether express or implied by law or
         otherwise, are hereby excluded.

7        The  Substitute  hereby  undertakes to the Existing Bank, the Borrower,
         the other  members  of the  Group,  the  Mortgagors,  the  Subordinated
         Creditors,  the Arrangers,  the Security Trustee,  the other Banks, the
         Bond Providers,  the Interest Rate  Beneficiaries and the Agent that it
         will perform in accordance with their terms all those obligations which
         by the  respective  terms of the Agreement  and the Security  Documents
         will be assumed by it after acceptance of
         this Substitution Certificate by the Agent.

                                      102
<PAGE>

8        This  Substitution  Certificate  and the rights and  obligations of the
         parties  hereunder are governed by and shall be construed in accordance
         with English law.

Note:This  Substitution  Certificate is not a security,  bond, note,  debenture,
     investment or similar instrument.

AS WITNESS the hands of the authorised  signatories of the parties hereto on the
date appearing below.


                                      103
<PAGE>

                                  The Schedule

Amount of Contribution   Next Interest Payment Date(s) Portion novated(UK Pound)

Tranche A Advance(s)
Tranche B Advance(s)



        Amount of Commitment                   Portion novated (UK Pound)

                                  Administrative Details of Substitute

Lending office:

Account for payments:

Telephone:

Telex:

Fax:

Attention:

[Existing Bank]                             [Substitute]
By:                                                  By:
Date:                                                Date:

The Agent
By:
Date:

on its own behalf
and on behalf of the  Borrower,  the  Security  Obligors,  the  Mortgagors,  the
Subordinated Creditors, the Arrangers, the Security Trustee, the Bond Providers,
the Interest Rate Beneficiaries and the Banks.

                                      104
<PAGE>

                                   SCHEDULE 6

  Part A - Form of Compliance Certificate to be issued by an Authorised Officer
                                 of the Borrower

[          ]

Attention: [          ]

                                                               [Date]

Dear Sirs

                           Comcast UK Holdings Limited
       (UK Pound)200,000,000 Loan Facility, Loan Agreement dated ==, 1997
      (as from time to time amended, varied, extended, restated or replaced
                             (the "Loan Agreement")

We refer to the Loan  Agreement and deliver this  Certificate  in respect of the
Quarterly Period ended [ ] pursuant to clause 11.1(j)(ii) thereof. Terms defined
in the Loan Agreement shall have the same meaning when used in this Certificate.
Net Operating Cash Flow shall herein be defined as "NOCF".

We confirm that on or as of the last day of the Quarterly Period ending [ ]:

1        Consolidated NOCF for the Six Month Period ended [   ] was [    ].

2        Consolidated  Annualised  NOCF calculated by reference to the Six Month
         Period ended [ ], was [ ].

3        The Tranche B Loan as at [       ] was [          ].
 
4        Total Debt Interest Charges for the Six Month Period ended [ ] was [ ].

Based on the above, we confirm that on [ ] or in respect of the Six Month Period
ended on [ ], as the case may be:

(1)  Consolidated  NOCF  divided by  Consolidated  NOCF as set out in the Agreed
     Base Case was [ %].

(2)  The ratio of Tranche B Loan to Consolidated Annualised NOCF was [ x].

(3)  The ratio of Consolidated NOCF to Total Debt Interest Charges was [ x].

Based on the above,  we confirm  that the Borrower  was in  compliance  with the
undertakings set out in clause 13.1(a) to (c) as at [ ].

We also confirm that the  representations  and warranties  referred to in clause
9.3  including  those deemed to be made by the Borrower  pursuant to such clause

                                      105
<PAGE>

are  (subject  as provided in clause 9.3) true and correct at the date hereof as
if each was made with  respect to the facts and  circumstances  existing  at the
date hereof and that no event or  circumstance  has occurred  and is  continuing
which constitutes a Default.

                              For and on behalf of
                           Comcast UK Holdings Limited

           ..........................................................
                               Authorised Officer


                                      106
<PAGE>
                                   SCHEDULE 6

      Part B - Form of Compliance Certificate to be issued by the auditors
                                  of the Group

To:   [          ]
                                                              [Date]

Attention: [          ]

Dear Sirs,

                           Comcast UK Holdings Limited
            (UK Pound)200,000,000 Loan Facility, Loan Agreement dated
                                    [ ], 1997
      (as from time to time amended, varied, extended, restated or replaced
                                the "Agreement")

We refer to the Agreement and, in accordance with our instructions, deliver this
Report in respect of the financial  year of the Borrower ended 31st December [ ]
pursuant to clause  11.1(j)(ii)  thereof.  Terms defined in the Agreement  shall
have the same meaning when used in this Report and the attached schedule.

We refer to the attached schedule (the  "Schedule"),  signed for the purposes of
identification,  and confirm the information set out in the Schedule,  which has
been  compiled  by  the  Authorised  Officers  of  the  Borrower,  is  based  on
information  which has been  properly  extracted  from the audited  consolidated
financial   statements  of  Comcast  UK  Holdings  Limited  and  its  subsidiary
undertakings  (the  "Group") for the year ended 31st  December [ ], and from the
unaudited  management  accounts of the Group for the Six Month Period ended 30th
June [ ], is clerically  accurate and has been calculated in accordance with the
Agreement.

Accordingly,   we  confirm  that  the  Borrower  was  in  compliance   with  the
undertakings set out in clauses 13.1(a) to (c) of the Agreement as at [ ].

This Report is for the  information  of, and can only be relied on by, the Agent
and the Banks and is not to be relied on by any other  person or referred to, in
whole or in part, without our prior written consent.

Yours faithfully,


                                      107
<PAGE>

                                    Schedule

1    Consolidated Net Operating Cash Flow for the Six Month Period ended [ ] was
     [ ].

2    Consolidated  Annualised Net Operating Cash Flow calculated by reference to
     the Six Month Period ended [ ], was [ ].

3    The Tranche B Loan as at [ ] was [ ].

4    Total Debt Interest Charges for the Six Month Period ended [ ] were [ ].

Based on the above, we confirm that on [ ] or in respect of the Six Month Period
ended on [ ], as the case may be:

     (a)  Consolidated  Net  Operating  Cash Flow  divided by  Consolidated  Net
          Operating Cash Flow as set out in the Agreed Base Case was [ ]%.

     (b)  The ratio of Tranche B Loan to  Consolidated  Annualised Net Operating
          Cash Flow was [ x].

     (c)  The  ratio of  Consolidated  Net  Operating  Cash  Flow to Total  Debt
          Interest Charges was [ x].


                                      108
<PAGE>

                                   SCHEDULE 7

                          Form of Deed of Subordination


                                     DATED ==


                                       [ ]

                                       and

                                       [ ]
                               as Security Trustee

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

                              DEED OF SUBORDINATION
                  ---------------------------------------------



                                      109
<PAGE>


THIS DEED OF SUBORDINATION is dated [==]  and made

BETWEEN:

(1)  [ ] (Company No.==) whose registered office is at [ ] (the "Creditor"); and

(2)  [ ] in its capacity as Security Trustee for the  Beneficiaries  (as defined
     below) (in this capacity, the "Security Trustee").

WHEREAS

(A)      By an agreement dated == 1997 (as from time amended,  varied, extended,
         restated or replaced the "Loan  Agreement") and made between Comcast UK
         Holdings Limited as Borrower (1), certain  Subsidiaries of the Borrower
         (2), the  Arrangers  (3), the banks and  financial  institutions  whose
         names and  addresses  are set out in Part B of schedule 1 thereto,  (4)
         the Agent (5) and the Security Trustee (6), the Banks agreed,  upon and
         subject  to the terms and  conditions  of the Loan  Agreement,  to make
         available  to the  Borrower a  revolving  credit  facility of up to (UK
         Pound)200,000,000.

(B)      The  execution of this Deed is one of the  conditions  precedent to the
         obligation of each Bank to make its Commitment available under the Loan
         Agreement.

NOW IT IS AGREED as follows:


                                      110
<PAGE>

1         Interpretation

1.1       Definitions

         In this Deed, unless the context otherwise requires:

         "Beneficiaries"  has the meaning ascribed thereto in the Security Trust
         Deed;

         "Collateral  Instruments" means the Security Documents,  any guarantees
         and any other documents or instruments (including,  without limitation,
         any other  document or  instrument  creating or  evidencing a mortgage,
         charge  (whether  fixed  or  floating),  pledge,  lien,  hypothecation,
         assignment,  trust  arrangement or security interest of any kind) which
         contain or evidence an  obligation  (with or without  security) to pay,
         discharge  or be  responsible  directly  or  indirectly  for any of the
         Secured Liabilities under or pursuant to the Loan Agreement;

         "Incapacity"  means in  relation  to a person  the  death,  bankruptcy,
         insolvency,  liquidation,   dissolution,  winding-up,   administration,
         receivership, amalgamation,  reconstruction or other incapacity of that
         person  whatsoever  (and,  in the case of a  partnership,  includes the
         termination or change in the composition of such partnership);

         "Insolvency  Event"  means,  in relation to the  Borrower or any of its
         Subsidiaries  any of the events or  circumstances  described  in clause
         14.1(h) to (n) inclusive of the Loan Agreement;

         "Insolvency  Proceedings" means winding-up,  dissolution,  liquidation,
         receivership, administration, voluntary arrangements, proceedings under
         Title 11 of the United States Bankruptcy Code or any proceedings in any
         jurisdiction  which correspond with or have an effect equivalent to any
         of the same;

         "Liabilities" means all obligations and liabilities whatsoever, whether
         express or implied,  whether as principal or surety, whether present or
         future,  actual or  contingent,  whether joint or several,  in whatever
         style, name or form and in whatever currency denominated;

         "Permitted  Amounts" means all amounts which the Borrower or any of its
         Subsidiaries  are  permitted to pay pursuant to clause 10.1 of the Loan
         Agreement;

         "Secured  Liabilities"  means  all  obligations,   present,  future  or
         contingent,  joint or several,  of any member of the Group  pursuant to
         the Loan Agreement and/or any Security Document; and

         "Security  Provider"  means  any  person  who  has or  may at any  time
         hereafter enter into a Collateral Instrument.

1.2       Defined Expressions

         Unless the context requires or unless  otherwise  defined in this Deed,

                                      111
<PAGE>

         words and expressions defined in the Loan Agreement shall have the same
         meaning when used in this Deed (including its Recitals).

1.3       Headings

         Clause  headings  are inserted for  convenience  of reference  only and
         shall be ignored in the interpretation of this Deed.

1.4       Construction of certain terms

         In this Deed, unless the context otherwise requires:

          (a)  references  to clauses are to be construed as  references  to the
               clauses of this Deed;

          (b)  reference to (or to any specified  provision of) this Deed or any
               other  document  shall be construed as  references  to this Deed,
               that  provision  or that  document as in force for the time being
               and as amended in  accordance  with the terms  thereof or, as the
               case may be,  with the  agreement  of the  relevant  parties  and
               (where such consent is, by the terms of this Deed or the relevant
               document,  required  to  be  obtained  as  a  condition  to  such
               amendment  being  permitted)  the prior  written  consent  of the
               Agent, the Security Trustee, all of the Banks, the Majority Banks
               or the Beneficiaries (as the case may be);

          (c)  references  to a  "regulation"  include  any  present  or  future
               regulation,  rule, directive,  requirement,  request or guideline
               (whether  or  not  having  the  force  of  law)  of  any  agency,
               authority,   central  bank  or   government   department  or  any
               self-regulatory or other national or supra-national authority;

          (d)  words  importing  the plural shall  include the singular and vice
               versa;

          (e)  references to a time of day are to London time;

          (f)  references to a person shall be construed as including references
               to an individual, firm, company, corporation, unincorporated body
               of persons or any State or any agency thereof;

          (g)  references to a "guarantee" include references to an indemnity or
               other  assurance  against   financial  loss  including,   without
               limitation,  an obligation to purchase assets as a consequence of
               default  by  any  other  person  to  pay  any   Indebtedness  and
               "guaranteed" shall be construed accordingly; and

          (h)  references to any enactment shall be deemed to include references
               to such enactment as replaced, amended or re-enacted from time to
               time.

1.5       Effect as a deed

         This Deed is intended to take effect as a deed notwithstanding that the
         Security  Trustee  and/or the Creditor may have  executed it under hand

                                      112
<PAGE>

         only.

1.6       Successors and assigns

         The expressions "Beneficiary", "Security Trustee", "Borrower", "Agent",
         "Arranger",  "Bank",  "Security Provider" and "Creditor" include, where
         the context admits, their respective successors,  permitted assigns, in
         the case of the Banks, their Assignees and Substitutes,  in the case of
         the  Security  Trustee  such  other  person as may from time to time be
         appointed  as Security  Trustee for the  Beneficiaries  pursuant to the
         terms of the  Security  Trust Deed and, in the case of the Agent,  such
         other person as may from time to time be appointed as Agent pursuant to
         clause 19.11 of the Loan Agreement.

2         Restricted Payments

         The Creditor  undertakes with the Security  Trustee that so long as any
         of the Secured Liabilities remain outstanding:

         (a)      it will not, and will  procure  that none of its  Subsidiaries
                  (which are not  Security  Obligors)  demand,  take,  accept or
                  receive,  by set-off or in any other  manner,  any  Restricted
                  Payment other than a Permitted Amount;

         (b)      it will not, and will  procure  that none of its  Subsidiaries
                  (which are not Security  Obligors)  take,  accept,  receive or
                  permit  to exist any  Encumbrance  over all or any part of the
                  present or future undertakings,  assets, rights or revenues of
                  any Security Obligors to secure any Restricted Payment;

         (c)      it will not, and will  procure  that none of its  Subsidiaries
                  (which are not Security Obligors) assign, transfer, create any
                  Encumbrance  over  or  otherwise  dispose  of  any  Restricted
                  Payment other than a Permitted Amount;

         (d)      it will not, and will  procure  that none of its  Subsidiaries
                  (which are not Security  Obligors)  commence  any  proceedings
                  against  any  Security  Obligor in  respect of any  Restricted
                  Payment,  (including,  without limitation,  any action or step
                  with a view to winding-up any Security Obligor); and

         (e)      it will not make any Borrowed Money available to any member of
                  the Group  except to the  Borrower on terms which  acknowledge
                  the terms of this Deed.

3         Subordination

3.1       Insolvency Events

         Upon an Insolvency Event occurring in respect of any Security Obligor:

                                      113
<PAGE>

         (a)      the  claims  of the  Creditor  in  respect  of any  Restricted
                  Payment owed by that Security Obligor other than any Permitted
                  Amounts  shall be  postponed  in all  respects  to the Secured
                  Liabilities;

         (b)      the  Creditor  shall not,  unless  otherwise  directed  by the
                  Security Trustee,  prove in any Insolvency Proceedings for any
                  Restricted Payment, other than the Permitted Amounts until the
                  Secured  Liabilities  have  first  been  irrevocably  paid  or
                  discharged  in full  (and  for all  purposes  any  payment  or
                  distribution of assets (whether in cash, property,  securities
                  or otherwise)  received by the Security  Trustee or any of the
                  Beneficiaries  shall only be taken to  discharge  the  Secured
                  Liabilities to the extent of the actual amount received);

         (c)      if the Creditor is directed by the  Security  Trustee to prove
                  in any  Insolvency  Proceedings  for  all or any  part  of any
                  Restricted  Payment,  other than any Permitted Amounts then it
                  shall act in accordance with such directions and shall procure
                  that any resultant  payment or distribution of assets (whether
                  in cash,  property,  securities or otherwise) shall be made by
                  the liquidator of any Security Obligor or, as the case may be,
                  any other person making the payment or  distribution of assets
                  (whether in cash,  property,  securities  or otherwise) to the
                  Security  Trustee  to the  extent  necessary  to repay all the
                  Secured Liabilities in full; and

         (d)      the Creditor  hereby  irrevocably  authorises  and directs the
                  Security  Trustee to submit any proof  and/or to instruct  the
                  relevant  liquidator  or other  person to make any  payment or
                  distribution of assets (whether in cash, property,  securities
                  or otherwise) in accordance with the foregoing.

3.2       Payments contrary to this Deed

         In the event of:

         (a)      any  payment  or  distribution  of  assets  (whether  in cash,
                  property,  securities or otherwise)  being made to or right of
                  set-off  being  exercised  by  the  Creditor  contrary  to the
                  provisions of this Deed; or

         (b)      any  payment  or  distribution  of  assets  (whether  in cash,
                  property,  securities or otherwise) being made by a liquidator
                  or  any  other  person  to the  Creditor  rather  than  to the
                  Security Trustee as required by clause 3.1,

         the Creditor  shall  forthwith  pay to the  Security  Trustee an amount
         equal to the  payment  or  distribution  of  assets  (whether  in cash,
         property, securities or otherwise) which shall have been so received by
         it up to an aggregate  amount equal to the Secured  Liabilities  or, as
         the case may be, in the case of  set-off,  an  amount  equal to the sum
         set-off up to an aggregate amount equal to the Secured Liabilities and,
         until such payment to the Security Trustee, the Creditor will hold such
         sums  on  trust  for  the  Security  Trustee  (provided  that,  for the

                                      114
<PAGE>

         avoidance  of doubt,  this clause 3.2 shall not oblige the  Creditor to
         create any  Encumbrance  in favour of the  Security  Trustee  over such
         money or other  property) and any sums so paid to the Security  Trustee
         shall be applied in  accordance  with the terms of the  Security  Trust
         Deed.

3.3       Subrogation

         If the  Secured  Liabilities  are  partially  paid out of any  proceeds
         received  in respect of or on account of any  Restricted  Payment,  the
         Creditor will not be subrogated to the Secured  Liabilities so paid (or
         any  Collateral  Instrument)  until the Secured  Liabilities  have been
         irrevocably paid in full.

4         Continuing Obligations

4.1       Continuing obligations

         The   obligations  of  the  Creditor   hereunder  shall  be  continuing
         obligations  and shall be and remain fully effective until this Deed is
         formally  released  following  the  discharge  in full  of the  Secured
         Liabilities notwithstanding any intermediate reduction or settlement of
         the Secured  Liabilities  or any part thereof and  notwithstanding  any
         increase in or variation of the Secured  Liabilities  or any variation,
         extension  or  supplement  to  the  Loan   Agreement  or  any  Security
         Documents.

4.2       Statements of accounts

         Any statement of account of any Security Obligor,  signed as correct by
         an officer of the Security  Trustee,  showing the amount of the Secured
         Liabilities  shall be prima facie evidence of the amount of the Secured
         Liabilities.

4.3       Continuing security and other matters

         This Deed shall:

         (a)      secure the  ultimate  balance from time to time of the Secured
                  Liabilities    and   shall   be   a    continuing    security,
                  notwithstanding  any  settlement  of account  or other  matter
                  whatsoever;

         (b)      be in addition to any present or future Collateral Instrument,
                  right or remedy held by or available to the Security  Trustee,
                  the Beneficiaries or any of them; and

         (c)      not be in any way  prejudiced  by the  existence  of any  such
                  Collateral  Instrument,  rights  or  remedies  or by the  same
                  becoming wholly or in part void,  voidable or unenforceable on
                  any  ground  whatsoever  or  by  the  Security  Trustee,   the
                  Beneficiaries or any of them dealing with, exchanging, varying
                  or failing  to  perfect  or enforce  any of the same or giving
                  time  for  payment  or  indulgence  or  compounding  with  the
                  Borrower or any Security Provider.

                                      115
<PAGE>

4.4       Liability unconditional

         The  liability of the Creditor  shall not be  affected,  discharged  or
         reduced by reason of:

          (a)  the Incapacity or any change in the name,  style or  constitution
               of the Borrower or any other Security Provider;

          (b)  the Security  Trustee,  the Beneficiaries or any of them granting
               any time,  indulgence  or  concession  to, or  compounding  with,
               discharging,  releasing or varying the liability of, the Borrower
               or any other Security Provider or renewing, determining,  varying
               or  increasing  any  accommodation,  facility or  transaction  or
               otherwise  dealing  with the  same in any  manner  whatsoever  or
               concurring in,  accepting or varying any compromise,  arrangement
               or  settlement  or omitting to claim or enforce  payment from the
               Borrower or any other Security Provider; or

          (c)  any act or omission which but for this provision might operate to
               exonerate the Creditor.

4.5       Collateral Instruments

         None of the  Beneficiaries  or the Security Trustee shall be obliged to
         make any claim or demand on the Borrower or any other Security Provider
         or to resort to any Collateral Instrument or other means of payment now
         or hereafter  held by or available to them or it before  enforcing this
         Deed and no action  taken or  omitted  by the  Security  Trustee or any
         Beneficiary in connection with any such Collateral  Instrument or other
         means of  payment  shall  discharge,  reduce,  prejudice  or affect the
         liability  of the  Creditor  under  this Deed nor  shall  the  Security
         Trustee or any Beneficiary be obliged to account for any money or other
         property  received or recovered in  consequence  of any  enforcement or
         realisation  of any  such  Collateral  Instrument  or  other  means  of
         payment.

4.6       Suspense accounts

         Any money  received in  connection  with this Deed  (whether  before or
         after any Incapacity of the Borrower,  any other  Security  Provider or
         the  Creditor)  may be placed  to the  credit  of an  interest  bearing
         suspense  account with a view to preserving  the rights of the Security
         Trustee and each Beneficiary to prove for the whole of their respective
         claims  against  the  Borrower  or any  other  person  liable or may be
         applied in or towards  satisfaction of such of the Secured  Liabilities
         as the Security  Trustee may from time to time  determine in accordance
         with the terms of the Security Trust Deed (which  determination  shall,
         save in the case of manifest  error,  be  conclusive).  Interest  shall
         accrue  on  monies  from  time to time  standing  to the  credit of any
         suspense  account at the rate agreed  between the Security  Trustee and
         the  Creditor at the relevant  time or,  failing  such  agreement,  the
         Security  Trustee's  overnight deposit rate from time to time and shall
         be  credited to such  suspense  account or may be applied in or towards

                                      116
<PAGE>

         satisfaction of such of the Secured Liabilities as the Security Trustee
         may from time to time  determine  in  accordance  with the terms of the
         Security  Trust Deed (which  determination  shall,  save in the case of
         manifest error, be conclusive).

4.7       Settlements conditional

         Any  release,  discharge  or  settlement  between the  Creditor and the
         Security Trustee or any of the Beneficiaries  shall be conditional upon
         no security,  disposition or payment to the Security Trustee, or any of
         the  Beneficiaries  by the  Borrower or any other  person  liable being
         void, set aside or ordered to be refunded  pursuant to any enactment or
         law relating to bankruptcy,  liquidation,  administration or insolvency
         or for any other reason  whatsoever and if such condition  shall not be
         fulfilled  the Security  Trustee shall be entitled to enforce this Deed
         subsequently  as if  such  release,  discharge  or  settlement  had not
         occurred and any such payment had not been made.

4.8       Retention of this Deed

         Notwithstanding  any other  provision of this Deed, this Deed shall not
         be released, the Security Trustee shall be entitled to retain this Deed
         and all the  provisions  of this Deed  shall  remain in full  force and
         effect  until the  irrevocable  payment or discharge in full of all the
         Secured Liabilities.  Following the irrevocable payment or discharge in
         full  of all  the  Secured  Liabilities,  the  Security  Trustee  shall
         forthwith  release  this Deed (and to effect or evidence  such  release
         shall  execute  such  documents  (at the cost of the  Creditor)  as the
         Creditor may reasonably  require) and deliver this Deed,  together with
         such documents, to the Creditor.

5         Representations and warranties

         Representation and warranties

         The Creditor represents and warrants to the Security Trustee that:

         (a)       Due Incorporation

                  it  is  duly  incorporated,  validly  existing  as  a  limited
                  liability  company under the laws of [ ] and has all requisite
                  corporate  power and  authority  to own its property and other
                  assets  and to  carry  on  its  business  as it is  now  being
                  conducted   and  is   authorised   to  do   business  in  each
                  jurisdiction  where such  qualification  or  authorisation  is
                  required,  except  where the failure to so  qualify,  to be so
                  authorised or to be in good standing would not have a material
                  adverse  effect on the ability of the  Creditor to perform any
                  of its obligations under this Deed;

         (b)       Power of the Creditor

                  the Creditor has all requisite  power to execute,  deliver and
                  perform its  obligations  under this Deed and  compliance  has

                                      117
<PAGE>
                  been made with all  necessary  requirements  and all necessary
                  action has been taken to authorise the execution, delivery and
                  performance of the same;

         (c)       Binding obligations

                  this Deed constitutes valid and legally binding obligations of
                  the Creditor  enforceable in accordance with its terms subject
                  to the qualifications contained in the legal opinions referred
                  to in schedule 3 to the Loan  Agreement  which  relate to this
                  Deed and for  this  purpose  any  statement  contained  in the
                  qualifications  to any such legal opinion which relate to this
                  Deed that no opinion is given or  expressed in relation to any
                  particular  matter  shall be deemed to be a  qualification  of
                  such opinion as regards such matter;

         (d)       No conflict with other obligations

                  the  execution  and  delivery  of,  the   performance  of  its
                  obligations under, and compliance with the provisions of, this
                  Deed by the  Creditor,  will not (i)  contravene  any existing
                  applicable law,  statute,  rule or regulation or any judgment,
                  decree or permit to which the Creditor is subject except where
                  such contravention  would not or would not be likely to have a
                  material  adverse  effect on the  ability of the  Creditor  to
                  perform any of its  obligations  under or  otherwise to comply
                  with the terms of this Deed,  (ii) contravene or conflict with
                  any   provision   of   the   [Memorandum   and   Articles   of
                  Association]/[by-laws]  of the Creditor, (iii) breach any term
                  of the Licences or the Necessary Authorisations, (iv) conflict
                  with,  or  result  in any  breach  of any of the  terms of, or
                  constitute  a  default  under,  any  agreement  to  which  the
                  Creditor is a party or is subject or by which it or any of its
                  property is bound  except  where such breach or default  would
                  not or would not be likely to have a material  adverse  effect
                  on  the  ability  of  the  Creditor  to  perform  any  of  its
                  obligations  under or  otherwise  to comply  with the terms of
                  this Deed or (v) result in the  creation or  imposition  of or
                  oblige the  Creditor  to create any  Encumbrance  (other  than
                  those  created  by  the  Security  Documents)  on  any  of the
                  Creditor's material undertakings, assets, rights or revenues;

         (e)       No litigation

                  no  litigation,  arbitration or  administrative  proceeding is
                  taking place,  pending or, to the knowledge of the officers of
                  the Creditor threatened against the Creditor which would or is
                  reasonably  likely to have a  material  adverse  effect on the
                  ability of the Creditor to fulfil its  obligations  under this
                  Deed;

         (f)       No filing required

                  it  is  not  necessary  to  ensure  the  legality,   validity,
                  enforceability  or admissibility in evidence of this Deed that
                  this  Deed  or  any  other  instrument  be  notarised,  filed,
                  recorded, registered or enrolled in any court or public office

                                      118
<PAGE>

                  in  [Bermuda  or]  the  United  Kingdom  or  that  any  stamp,
                  registration  or similar tax or charge be paid in [Bermuda or]
                  the United Kingdom on or in relation to this Deed;

         (g)       Choice of law

                  the choice by the  Creditor of English law to govern this Deed
                  [and the submission by the Creditor to the jurisdiction of the
                  English courts] is valid and binding;

         (h)       Consents obtained

                  every  consent,  authorisation,  licence  or  approval  of, or
                  registration  with or declaration  to,  governmental or public
                  bodies or authorities  or courts  required by the Creditor (i)
                  to authorise  the  execution  and delivery of this Deed or the
                  performance by the Creditor of its obligations under this Deed
                  or  (ii)   to   ensure   the   validity,   enforceability   or
                  admissibility  in evidence of this Deed or the  performance by
                  the  Creditor  of its  obligations  under  this  Deed has been
                  obtained or made and is in full force and effect and there has
                  been no material  default in the  observance of the conditions
                  or  restrictions  (if any) imposed in, or in connection  with,
                  any of the  same  which  would,  in any such  case,  adversely
                  affect the execution,  delivery,  validity,  enforceability or
                  admissibility  in evidence of this Deed or the  performance by
                  the Creditor of its obligations under this Deed.

5.2       Repetition

         The  representations and warranties in clause 5.1 shall be deemed to be
         repeated by the Creditor in respect of itself and its  Subsidiaries  on
         and as of each Interest Payment Date and the date on which each Advance
         is made under the Loan Agreement.

6         Benefit of this Deed

6.1       Benefit and burden

         This Deed shall be binding  upon the  Creditor  and its  successors  in
         title and shall enure for the benefit of the Security  Trustee (and any
         successor  Security Trustee appointed pursuant to the provisions of the
         Security Trust Deed) and their respective successors for the benefit of
         the  Beneficiaries  in accordance  with the  provisions of the Security
         Trust Deed.

6.2       Changes in constitution or reorganisation of Banks

         For the avoidance of doubt and without  prejudice to the  provisions of
         clause  6.1,   this  Deed  shall   remain   binding  on  the   Creditor
         notwithstanding  any change in the constitution of the Security Trustee
         or any  of  the  Beneficiaries  or  their  or  its  absorption  in,  or

                                      119
<PAGE>

         amalgamation  with, or the  acquisition  of all or part of their or its
         undertaking or assets by, any other person,  or any  reconstruction  or
         reorganisation  of any kind,  to the intent that this Deed shall remain
         valid and  effective in all respects in favour of the Security  Trustee
         (and  any  successor   Security  Trustee  appointed   pursuant  to  the
         provisions of the Security Trust Deed and their  respective  successors
         in title) as trustee for the Beneficiaries and any assignee, transferee
         or other successor in title of a Beneficiary.

6.3       No assignment by the Creditor

         The  Creditor  may  not  assign  or  transfer  any  of  its  rights  or
         obligations under this Deed.

6.4       The Security Trust Deed

         The Creditor  and the  Security  Trustee  hereby  acknowledge  that the
         covenants  of the  Creditor  contained  in this  Deed  and  the  rights
         constituted  by this Deed and all moneys,  property and assets paid to,
         or held,  received or recovered by the Security  Trustee pursuant to or
         in connection  with this Deed are held by the Security  Trustee subject
         to and on the terms of the trusts declared in the Security Trust Deed.

7         Notices and Other Matters

7.1       Notices

         Every notice,  request,  demand or other  communication under this Deed
         shall be given in  accordance  with clause  20.1(a) and (b) of the Loan
         Agreement  and shall be sent to the  Creditor  at its  address  set out
         above (facsimile number:[==]) or to the Security Trustee at its address
         or telex or facsimile number set out in clause  20.1(c)(ii) of the Loan
         Agreement or to such other address or such telex or facsimile number as
         is notified by one party to this Deed to the other.

7.2       No implied waivers, remedies cumulative

         No  failure  or  delay  on the  part  of the  Security  Trustee  or the
         Beneficiaries  (or any of them) to exercise any power,  right or remedy
         under this Deed shall operate as a waiver thereof, nor shall any single
         or partial  exercise by the Security Trustee or the  Beneficiaries  (or
         any of them)  of any  power,  right or  remedy  preclude  any  other or
         further exercise  thereof or the exercise of any other power,  right or
         remedy.  The remedies  provided in this Deed are cumulative and are not
         exclusive of any remedies provided by law.

7.3       Other Collateral Instruments

         The Creditor agrees to be bound by this Deed  notwithstanding  that any
         other  person  intended  to  execute  or to be bound by any  Collateral
         Instrument  may  not  do  so  or  may  not  be  effectively  bound  and

                                      120
<PAGE>

         notwithstanding that such other Collateral Instrument may be determined
         or be or become  invalid or  unenforceable  against  any other  person,
         whether or not the  deficiency is known to the Security  Trustee or any
         of the Beneficiaries.

7.4       Severability

         Each of the  provisions of this Deed is severable and distinct from one
         another and if at any time one or more of such provisions is or becomes
         illegal,   invalid  or  unenforceable  under  any  applicable  law  the
         validity, legality and enforceability of the remaining provisions shall
         not in any way be affected or impaired thereby.

7.5       Counterparts

         This Deed may be  executed  in any  number of  counterparts  and by the
         different  parties hereto in separate  counterparts each of which, when
         executed and  delivered,  shall  constitute  an  original,  but all the
         counterparts together shall constitute one and the same instrument.

8         Law and Jurisdiction

8.1       Governing Law

         This Deed is  governed by and shall be  construed  in  accordance  with
         English law.

 Hidden number

[8.2     Submission to jurisdiction

         The Creditor  agrees that any legal action or proceedings in connection
         with this Deed against the Creditor or any of its assets may be brought
         in the English courts and the courts of any other jurisdiction in which
         the Creditor is formed.  The Creditor  irrevocably and  unconditionally
         submits to the  jurisdiction of such courts and irrevocably  designates
         appoints and empowers [==] to receive for it and on its behalf, service
         of process  issued  out of the  English  courts in any legal  action or
         proceedings  arising  out  of or in  connection  with  this  Deed.  The
         submission to such  jurisdiction  shall not (and shall not be construed
         so as to) limit the right of the Agent or the Banks to take proceedings
         against  the  Creditor to enforce  any  judgment  obtained in any court
         referred to in this clause 8.2 in any  jurisdiction in which any of the
         assets  of  the  Creditor  are  situated,   nor  shall  the  taking  of
         proceedings in any one or more jurisdictions referred to in this clause
         8.2 preclude the taking of proceedings in any other such  jurisdiction,
         whether concurrently or not.]

 Hidden number

[8.3     Inconvenient Forum

         The  Creditor  irrevocably  waives  any  objection  it may  have now or
         hereafter  to the  laying of venue of any action or  proceeding  in any
         court or  jurisdiction  referred  to in clause 8.2 and any claim it may
         have now or  hereafter  that any action or  proceeding  brought in such
         courts or jurisdiction has been brought in an inconvenient forum.]

                                      121
<PAGE>
IN WITNESS  whereof  the  parties to this Deed have  caused this Deed to be duly
executed on the date first above written.

EXECUTED and DELIVERED as a DEED by
[                         ]

By:

                  .............................
                  Director

                  ..............................
                  Director/Secretary

[signature block for execution as a Deed by Creditor]

Signed for and on behalf of                 )
[          ]                                )
by:                                                  )

                                      122
<PAGE>
                                   SCHEDULE 8

                                    Licences

Telecommunications Act 1984 Licence:
<TABLE>
<CAPTION>
Licence Holder                                    Licence Area                   Date of Grant
<S>                                              <C>                            <C>
East Coast Cable Limited                          Ipswich and Colchester         7.6.90 (modified by OFTEL on
                                                                                 5.1.95)

Cambridge Cable Limited                           Cambridge                      13.7.90 (modified by OFTEL on
                                                                                 5.1.95)

Anglia Cable Communications Limited (formerly     Harlow and Bishops Stortford   29.11.90 (modified by OFTEL
known as Stort Valley Cable Limited)                                             on 5.1.95)

Comcast Teesside Limited (formerly known as       Teesside                       21.2.91 (modified by OFTEL on
Britannia Cable Systems Teesside Limited)                                        11.4.95)

Comcast Darlington Limited (formerly known as     Darlington                     18.3.91 (modified by OFTEL on
Britannia Cable Systems Darlington Limited)                                      11.4.95)
</TABLE>


Broadcasting Act 1990 - Local Delivery Licence
<TABLE>
<CAPTION>
Licence Holder                                    Licence No.    Licence Area    Date of Grant
<S>                                              <C>            <C>              <C>    
Southern East Anglia Cable Limited                LDS 012        Sudbury         19.1.97
</TABLE>

Broadcasting Act 1990 - Prescribed Diffusion Service Licence
<TABLE>
<CAPTION>
Licence Holder                                    Licence No.    Licence Area              Date of Grant
<S>                                              <C>            <C>                       <C>    
Comcast Darlington Limited (formerly known as     PDSL 040       Darlington                3.12.90
Britannia Cable Systems Darlington Limited)

Comcast Teesside Limited (formerly known as       PDSL 068       Teesside                  3.12.90
Britannia Cable Systems Teesside Limited)

Cambridge Cable Limited                           PDSL 031       Cambridge                 8.10.90

Anglia Cable Communications Limited (formerly     PDSL 052       Harlow and Bishops        3.12.90
known as Stort Valley Cable Limited)                             Stortford

East Coast Cable Limited                          PDSL 110       Ipswich and Colchester    3.12.90
</TABLE>

                                      123
<PAGE>

                                   SCHEDULE 9

                              Barclays Encumbrances

First Legal  Charge dated 26th  September  1990 by  Cambridge  Cable  Limited in
favour of Barclays  Bank PLC over land and  buildings at 72a  Ainsworth  Street,
Cambridge (title number CB 27930)

First Legal Charge dated 8th October 1993 by Anglia Cable Communications Limited
in favour of  Barclays  Bank PLC over land at 17-19  (inclusive)  Raynham  Road,
Bishops Stortford, Hertfordshire (title number HD263066)


                                       124
<PAGE>


The Borrower

SIGNED for and on behalf of                                   )
COMCAST UK HOLDINGS LIMITED                                   )
by:                                                           )



The Original Charging Subsidiaries

SIGNED by                                                     )
as the duly authorised attorney of                            )
COMCAST DARLINGTON LIMITED                                    )
pursuant to a power of attorney                               )
dated 19th December 1997                                      )
in the presence of:                                           )
                                                              )
Witness:                                                      )
                                                              )
Name (printed):                                               )



SIGNED by                                                     )
as the duly authorised attorney of                            )
COMCAST TEESSIDE LIMITED                                      )
pursuant to a power of attorney                               )
dated 19th December 1997                                      )
in the presence of:                                           )
                                                              )
Witness:                                                      )
                                                              )
Name (printed):                                               )



SIGNED by                                                     )
as the duly authorised attorney of                            )
CAMBRIDGE HOLDING COMPANY LIMITED)
pursuant to a power of attorney                               )
dated 19th December 1997                                      )
in the presence of:                                           )
                                                              )
Witness:                                                      )
                                                              )
Name (printed):                                               )

                                      125
<PAGE>

SIGNED by                                                     )
as the duly authorised attorney of                            )
CAMBRIDGE CABLE LIMITED                                       )
pursuant to a power of attorney                               )
dated 19th December 1997                                      )
in the presence of:                                           )
                                                              )
Witness:                                                      )
                                                              )
Name (printed):                                               )



SIGNED by                                                     )
as the duly authorised attorney of                            )
ANGLIA CABLE COMMUNICATIONS                                   )
LIMITED pursuant to a power of attorney                       )
dated 19th December 1997                                      )
in the presence of:                                           )
                                                              )
Witness:                                                      )
                                                              )
Name (printed):                                               )



SIGNED by                                                     )
as the duly authorised attorney of                            )
EAST COAST CABLE LIMITED                                      )
pursuant to a power of attorney                               )
dated 19th December 1997                                      )
in the presence of:                                           )
                                                              )
Witness:                                                      )
                                                              )
Name (printed):                                               )

                                      126

<PAGE>




SIGNED by                                                     )
as the duly authorised attorney of                            )
SOUTHERN EAST ANGLIA CABLE LIMITED)
pursuant to a power of attorney                               )
dated 19th December 1997                                      )
in the presence of:                                           )
                                                              )
Witness:                                                      )
                                                              )
Name (printed):                                               )



The Lead Arrangers

SIGNED for and on behalf of                                   )
THE BANK OF NEW YORK                                          )
by:                                                           )



SIGNED for and on behalf of                                   )
BANQUE PARIBAS                                                )
by:                                                           )



The Co- Arrangers

SIGNED for and on behalf of                                   )
BARCLAYS CAPITAL                                              )
by:                                                           )



SIGNED for and on behalf of                                   )
THE ROYAL BANK OF SCOTLAND                                    )
PLC by:                                                       )


                                      127
<PAGE>


The Banks

SIGNED for and on behalf of                                   )
THE BANK OF NEW YORK                                          )
by:                                                           )



SIGNED for and on behalf of                                   )
BANQUE PARIBAS                                                )
by:                                                           )



SIGNED for and on behalf of                                   )
BARCLAYS BANK PLC                                             )
by:                                                           )



SIGNED for and on behalf of                                   )
THE ROYAL BANK OF SCOTLAND                                    )
PLC by:                                                       )



The Agent

SIGNED for and on behalf of                                   )
THE BANK OF NEW YORK                                          )
by:                                                           )



The Security Trustee

SIGNED for and on behalf of                                   )
THE BANK OF NEW YORK                                          )
by:                                                           )

                                      128