PRIVATE AND CONFIDENTIAL

To:

NTL Incorporated; and

NTL Investment Holdings Limited

909 Third Avenue, Suite 2863

New York, New York 10022

Attn:

James F. Mooney, Chairman

Senior
Facilities

Bridge   
Facility   

Deutsche Bank AG, London Branch

25

%

30.303

%

JPMorgan Chase Bank, National Association

25

%

30.303

%

The Royal Bank of Scotland plc

25

%

21.212

%

Goldman Sachs Credit Partners L.P.

25

%

18.182

%

100

%

100

%

(a)

Merger Sub will obtain new senior subordinated bridge facilities in an aggregate principal amount not less than £1.8 billion (as may be amended by the terms of Appendix A-5 of this Commitment Letter, the “Bridge Facility”) substantially on the terms and conditions set out in this Commitment Letter and Appendix A-1;

(b)

You will engage each of the Mandated Lead Arrangers as arranger for any take-out financing for the Bridge Facility, including through issuance of senior notes (the “Notes”) pursuant to and in accordance with an engagement letter (the “Engagement Letter”) on the terms and conditions set out in Appendix A-2; and

(c)

NTLIH or its affiliates will obtain new senior secured credit facilities in an aggregate principal amount of up to £3.3 billion, substantially on the terms and conditions set out in this letter and Appendix A-3 (as may be amended by the terms of Appendix A-4 of this Commitment Letter, the “Senior Facilities” and, together with the Bridge Facility, the “Debt Financing”).

2.

Conditions of Commitment

(a)

the negotiation of customary finance documentation (including without limitation, loan agreements and intercreditor, guarantee, security and associated documentation for the Debt Financing (together the “Financing Documentation”)) on terms satisfactory to us (acting reasonably) and their execution and delivery by you. Each of the parties hereto shall use its

best endeavours to agree the Financing Documentation as soon as reasonably practicable, each party acting reasonably and in good faith and such Financing Documentation to be on no less favourable terms to NTL Inc. than the terms contained in the agreements for the existing facilities of NTL Inc. and Telewest, taking into account the consolidation of the NTL Group and the Telewest Group as a result of the Acquisition. The Financing Documentation will be drafted by counsel to the Mandated Lead Arrangers and unless otherwise agreed by NTL Inc., will incorporate, without limitation, the terms and conditions set out in the Commitment Documents, but no additional substantive funding conditions; and

(b)

execution and delivery of the Engagement Letter, the Senior Fees Letter and the Bridge Fees Letter.

3.

Assignments and Amendments

4.

Clear Market

(a)

the achievement of Successful Syndication;

(b)

six months after Closing; and

(c)

the termination of your obligations under paragraph 18,

5.

Syndication

(a)

Subject to the terms of the Commitment Documents and (after execution) the Financing Documentation:

(i)     

each of the Underwriters, after consultation with you, shall have the right before or after execution of the Financing Documentation to syndicate some or all of its

participation in the Debt Financing to other banks or financial institutions with a corresponding reduction in its commitment; and

(ii)     

no roles or titles (other than as contemplated by paragraph 14 and contained in any Accession Notice) will be conferred on any other bank or financial institution in relation to the Debt Financing (and no payments will be made by you to any other bank or financial institution for taking a participation in the Debt Financing) without our prior written consent (such consent not to be unreasonably withheld).

(b)     

You will co-operate with and assist the Mandated Lead Arrangers in connection with the syndication of the Debt Financing in a manner consistent with normal market practice including (but not limited to) by:

(i)     

subject to there being no obligation to provide materials if a filing obligation with the US Securities and Exchange Commission would be required, providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication;

(ii)     

in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of such materials relating to the Debt Financing as the Mandated Lead Arrangers shall reasonably require for the purposes of syndication, containing information regarding the Debt Financing and the business, assets, financial condition and prospects of the Group, including without limitation, updating the information memorandum dated October 2005 (including, at your option, by way of delivery of the most recently prepared proxy statement) and bank presentation and other marketing materials in a form reasonably satisfactory to the Mandated Lead Arrangers (the “Information Package“) such materials to be prepared by the Mandated Lead Arrangers and approved by NTL Inc.;

(iii)     

allowing attendance by senior management of the UK Group at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with you; and

(iv)     

using your reasonable efforts to ensure that the syndication efforts benefit from your existing lending relationships.

Without prejudice to the immediately succeeding paragraph, you shall not however, be required to take any action that would conflict with any law or other applicable regulation, including the Takeover Code, US Federal securities laws, the laws of Delaware or be required to provide any disclosures that would require a filing with the Securities and Exchange Commission, or cause you or any of your subsidiaries to breach any applicable confidentiality undertaking or which might prejudice your or any of your subsidiaries’ legal privilege in any document. You agree that should we ask you to disclose any confidential information or take any action that would conflict with any applicable confidentiality undertaking, you will notify us and will use your reasonable endeavours (which for the avoidance of doubt, shall not require the payment of money) to obtain the consent of the relevant beneficiary of such confidentiality undertaking to such action in order to allow such disclosure or action to be taken.

The Borrowers shall be responsible for the accuracy of the information in the Information Package and will need to represent to the Mandated Lead Arrangers that, as at the time the Information Package is initially distributed and as at the signing of the Financing Documentation, if later, the factual information contained therein (and in any updates) is true, complete and accurate in all material respects and not misleading in any material respect and that any financial projections contained in the Information Package have been prepared in

good faith and on the basis of reasonable assumptions as at the time of preparation. The Information Package will not be independently verified by us or the Mandated Lead Arrangers and the Borrowers shall be asked to approve the final version of the Information Package before its distribution to the prospective participants of the Debt Financing. We shall obtain an undertaking in your favour from all prospective participants of the Debt Financing prior to distributing a copy of the Information Package to such participant to keep the Information Package and all materials delivered to such participant confidential.

(d)     

For the purposes of the Commitment Documents, “Successful Syndication” means the date on which the commitments of each of the Initial Underwriters has been reduced to a hold level of £350 million (or its equivalent) or less in aggregate principal amount across all tranches of the Senior Facilities and “First Stage Syndication” means the date on which the commitments of each of the Initial Underwriters has been reduced to a level of £450 million (or its equivalent) or less in aggregate principal amount across all tranches of the Senior Facilities.

(e)     

To the extent that Successful Syndication is achieved prior to the delivery of any Structure Notice, and thereafter a Structure Notice is delivered in accordance with the terms of this Commitment Letter, you agree to co-operate and assist the Initial MLAs with the syndication of Tranche B in a manner consistent with the foregoing terms of this paragraph 5 until such time that Successful Syndication has been achieved (for this purpose, taking into account the additional commitments of the Initial MLAs under Tranche B).

6.

No Front Running

(a)     

Each Mandated Lead Arranger and Underwriter agrees with each other and with each of you that until close of primary syndication, as determined by the Initial MLAs, the Mandated Lead Arrangers and Underwriters shall not, and shall ensure that none of their respective affiliates will:

(i)     

undertake any Front Running;

(ii)     

enter into (or agree to enter into) any agreement, option or other arrangement with any bank, financial institution or other third party which may be approached to become a syndicate member, whether legally binding or not, under which that bank, financial institution or other third party shares any risk or participates in any exposure of any Mandated Lead Arranger or Underwriter under the Debt Financing or which relates to the acquisition of any Facility Interest (whether on an indicative basis, a “when and if issued“ basis, or otherwise); or

(iii)     

offer or make any payment or other compensation of any kind to any bank, financial institution or third party for its participation (direct or indirect) in the Debt Financing or its acquisition of any Facility Interest,

except in the case of sub-paragraphs (ii) and (iii) above, as between the Initial MLAs and any Additional Underwriter for the purposes of First Stage Syndication or otherwise, in accordance with the terms of the syndication strategy to be agreed between the Mandated Lead Arrangers and the Underwriters.

(b)     

Each Mandated Lead Arranger and Underwriter represents to each other and to each of you that it has not (i) undertaken any Front Running, (ii) entered into (or agreed to enter into) any agreement, option or arrangement described in paragraph (a)(ii) above or (iii) offered or made

any payment or other compensation described in paragraph (a)(iii) above, prior to the date of this Commitment Letter (other than, with respect to sub-paragraphs (ii) and (iii) as between the Initial MLAs and any Additional Underwriter as part of the First Stage Syndication).

(c)     

For the purposes of the above paragraphs:

(i)     

“Facility Interest” means a legal, beneficial or economic interest acquired or to be acquired in or in relation to the Debt Financing, whether as initial lender or by way of assignment, transfer, novation, sub-participation (whether disclosed, undisclosed, risk or funded) or any other similar method, other than by way of credit protection or any other hedging arrangement conducted by an institution in connection with its overall portfolio hedging strategy; and

(ii)     

“Front Running” means the process of a Mandated Lead Arranger or Underwriter:

(x)     

communicating with any person which may be approached to become a syndicate member or disclosing any information (including, for the avoidance of doubt, the Information Package) to such person, which, in any such case, is intended to or is reasonably likely to encourage that person to take a Facility Interest other than as a lender of record in primary syndication or to discourage that person from taking a Facility Interest as a lender of record in primary syndication; and/or

(y)     

actually making a price (whether firm or indicative, either generally or to a specific bank, financial institution or third party) with a view to buying or selling a Facility Interest.

7.

Indemnification

NTL Inc. hereby agrees to indemnify and hold harmless each Relevant Person (as defined in Annex 1 to this Commitment Letter) on the terms and subject to the conditions set out therein.

8.

Confidentiality and Conflicts

(a)     

You will not, without our prior written consent, disclose the contents of the Commitment Documents or their existence to any person except:

(i)     

as required by law or to comply with the rules of any regulatory body or applicable securities exchange to which you or we are subject (for which purposes, we acknowledge that you may file this Commitment Letter and the Appendices with the US Securities and Exchange Commission); or

(ii)     

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

(b)     

We will not, without the prior written consent of the NTL Inc., disclose the contents of the Commitment Documents or their existence or any information relating to the Debt Financing or the NTL Group, Telewest Group or the Group which it receives from you to any person except:

(i)     

as required by law or to comply with the rules of any regulatory body or applicable securities exchange to which you or we are subject; or

(ii)     

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

(c)     

You acknowledge that the Mandated Lead Arrangers, the Underwriters, or any of their respective affiliates may be providing debt financing, equity capital or other services (including corporate or financial advisory services) to persons with whom you may have conflicting interests in connection with the Debt Financing or otherwise. Without prejudice to the generality of paragraph 8(b), the Mandated Lead Arrangers will keep confidential any information relating to the Debt Financing or the Group which it receives from you or your advisers from any of its other clients or customers. You acknowledge that the Mandated Lead Arrangers and the Underwriters have no obligation to you, to use in connection with the Debt Financing, or to furnish to you or any of your affiliates or advisers, information obtained from other clients or customers.

9.

Exclusivity

(a)     

you will negotiate with us in good faith and on an exclusive basis to finalise and to enter into the Financing Documentation on terms consistent with those set out in this Commitment Letter and paragraph 2(a) hereof, as soon as reasonably practicable after the date of this Commitment Letter;

(b)     

you will not negotiate with any other bank or financial institution any financing of the Acquisition or refinancing of any of the Existing Facilities by such bank or financial institution by debt raised in the domestic or international loan markets and you will not approach, mandate or appoint any other bank or financial institution to arrange or underwrite any such financing; and

(c)     

you will not seek to replace the Mandated Lead Arrangers or the Underwriters as the lead arrangers and underwriters of the Debt Financing (save as contemplated by paragraph 18).

10.

Delegation

11.

Announcement

12.

Fees and Expenses

(a)     

In consideration of the execution and delivery of this Commitment Letter and any Accession Notice by the Mandated Lead Arrangers and the Underwriters, you agree to pay to the Initial MLAs and the Initial Underwriters the fees and expenses set out in the Senior Fees Letter and the Bridge Fees Letter, and to pay to the Mandated Lead Arrangers and Underwriters all reasonable third party costs and expenses incurred by the Mandated Lead Arrangers and Underwriters, our respective affiliates and advisers including reasonable third party costs and expenses, legal fees and disbursements incurred by their legal counsel (White & Case and Simpson Thacher & Bartlett LLP) and all travel and other reasonable out-of-pocket expenses incurred in connection with (i) the negotiation, preparation, printing, distribution and execution of the Commitment Documents and Financing Documentation; (ii) due diligence on the Group; and (iii) syndication of the Debt Financing.

(b)     

All payments under the Commitment Documents shall be made without set-off or counterclaim and free and clear of any deduction or withholding of or on account of any tax save as required by law.

13.

Structure

(a)     

We acknowledge that NTL Inc. is seeking a private ruling from the US Internal Revenue Service (the “IRS Ruling”) the effect of which is to permit the cash portion of the purchase price for the Acquisition to be financed through borrowings by UK subsidiaries of NTL Inc. without giving rise to materially adverse tax consequences to NTL Inc., Telewest or their respective pre- and/or post-Acquisition shareholders. You shall have the option, by delivery of written notice (the ”Structure Notice”) to the Initial MLAs (marked in each case for the attention of the persons specified in paragraph 21) at any time up to the date falling 3 months after the Closing Date (the ”Structuring Completion Date”) to implement the restructuring of the Debt Financing as set out on the page headed “Second Alternative (Structure 2) – Final Structure“ in the final steps paper agreed between us prior to the date of this Commitment Letter (the “Steps Paper”) such that:

(i)     

where the Structure Notice is delivered prior to the Closing Date, the commitments of each Underwriter under the Bridge Facility shall be transferred in an amount of at least £1.2 billion into a corresponding commitment under an incremental tranche of term debt under the Senior Facilities (“Tranche B”) or where the Structure Notice is delivered after the Closing Date, the Bridge Facility shall be repaid in an amount of at least £1.2 billion from a drawing under Tranche B (with commitments to make Tranche B loans being underwritten pro rata by each Initial MLA under the Bridge Facility). The terms and conditions for Tranche B, including as applicable where such terms and conditions relate to Tranche A and the RCF under the Senior Facilities, shall be those terms and conditions set out in Appendix A-4 to this Commitment Letter (and shall be in addition to, and to be read in conjunction with, the terms and conditions of the Senior Facilities set out in Appendix A-3 to this Commitment Letter); and

(ii)     

the remainder of the commitment or outstandings under the Bridge Facility shall be replaced by or refinanced with a high yield bond offering (or bridge facility commitment in anticipation of the same) by NTL Cable plc. The terms and conditions of such high yield bond offering (or bridge facility, as the case may be) shall be as set out in the Engagement Letter or Appendix A-5 to this Commitment Letter (and shall be in addition to, and to be read in conjunction with, the terms and conditions of the Bridge Facility set out in Appendix A-1 to this Commitment Letter).

(b)     

The Structure Notice shall be irrevocable and shall specify the proposed date (the “Structuring Date”) on which the restructuring is to be effected, which shall be a date falling no later than the Structuring Completion Date and shall be no less than 4 business days after the date of the Structure Notice.

(c)     

You further agree:

(i)     

if the Structure Notice is delivered prior to the Closing Date, to implement each of Steps 1 and 2 set out in the page headed “Combination of Neptune and Tiger” of the Steps Paper followed by Steps 3 to 10 set out on the page headed “ Post-Combination Restructuring - Second Alternative (Structure 2)”, culminating in the structure set out on the page headed “Second Alternative (Structure 2) – Final Structure”, such that all of those steps are completed on the Closing Date;

(ii)     

if NTL Inc. receives a negative IRS Ruling prior to the Closing Date, to implement each of Steps 1 and 2 set out in the page headed “Combination of Neptune and Tiger” of the Steps Paper followed by Steps 1 to 8 set out on the page headed “Post-Combination Restructuring – First Alternative (Structure 1)“ of the Steps Paper, culminating in the structure set out on the page headed “First Alternative (Structure 1) – Final Structure”, such that all of those steps are completed on the Closing Date; or

(iii)     

if NTL Inc. receives neither a negative nor a positive IRS Ruling prior to the Closing Date, to implement each of Steps 1 and 2 set out on the page headed “Combination of Neptune and Tiger” of the Steps Paper, culminating in the structure set out on the page headed “Interim Structure After Step 2” such that all of those steps are completed on the Closing Date, and thereafter:

(1)     

if a negative IRS Ruling is obtained prior to the Structuring Completion Date, to implement each of Steps 3 to 10 set out on the page headed “Post- Combination Restructuring - First Alternative (Structure 1)” of the Steps Paper, culminating in the structure set out on the page headed “First