INTERGROUP DEBTORS and INTERGROUP CREDITORS PRINCIPAL INTERCREDITOR DEED

Exhibit 10.3

EXECUTION VERSION

Dated     21     December 2004

TELEWEST COMMUNICATIONS NETWORKS LIMITED

TELEWEST UK LIMITED

Upon its accession
TELEWEST GLOBAL FINANCE LLC

THE ORIGINAL GUARANTORS

BARCLAYS BANK PLC
Security Trustee

CERTAIN INSTITUTIONS
as Mandated Lead Arrangers

BARCLAYS BANK PLC
as Senior Facility Agent

BARCLAYS BANK PLC
as Second Lien Facility Agent

CERTAIN INSTITUTIONS
as Senior TCN Group Lenders and Second Lien Lenders

LLOYDS (NIMROD) SPECIALIST FINANCE LIMITED, LECKHAMPTON
FINANCE LIMITED (formerly known as Robert Fleming Leasing (Number 4) Limited)

and LOMBARD COMMERCIAL LIMITED
as Lessors

THE CABLE CORPORATION LIMITED
THE YORKSHIRE CABLE GROUP LIMITED
as Lessees

CERTAIN INSTITUTIONS
as Hedge Counterparties

LLOYDS TSB LEASING LIMITED
as Lessors’ Agent

INTERGROUP DEBTORS

and

INTERGROUP CREDITORS

PRINCIPAL INTERCREDITOR DEED