TELEWEST COMMUNICATIONS PLC TELEWEST FINANCE (JERSEY) LIMITED VOTING AGREEMENT

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Exhibit 4.3

TELEWEST COMMUNICATIONS PLC

TELEWEST FINANCE (JERSEY) LIMITED

VOTING AGREEMENT

        This Agreement (as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof, this "Agreement") is entered into by (i) Telewest Communications plc ("Telewest" or the "Company"), (ii) Telewest Finance (Jersey) Limited ("Telewest Jersey") and (iii) the undersigned noteholder (the "Consenting Noteholder"), which is a beneficial owner of, or has the right to vote and direct the disposition of, certain high yield notes issued under one or more of (a) the Indenture dated as of October 3, 1995 between Telewest and The Bank of New York as trustee relating to the 9.625% Senior Debentures due 2006 of Telewest; (b) the Indenture dated as of February 19, 1999 between Telewest and The Bank of New York as trustee relating to the 5.25% Senior Convertible Notes due 2007 of Telewest; (c) the Indenture dated as of October 3, 1995 between Telewest and The Bank of New York as trustee relating to the 11% Senior Discount Debentures due 2007 of Telewest; (d) the Indenture dated as of November 9, 1998 between Telewest and The Bank of New York as trustee relating to the 11.25% Senior Notes due 2008 of Telewest; (e) the Indenture dated as of April 15, 1999 between Telewest and The Bank of New York as trustee relating to the 9.25% Dollar Senior Discount Notes due 2009 and the 9.875% Sterling Senior Discount Notes due 2009 of Telewest; (f) the Indenture dated as of January 25, 2000 between Telewest and The Bank of New York as trustee relating to the 9.875% Dollar Senior Notes due 2010, the 11.375% Dollar Senior Discount Notes due 2010 and the 9.875% Sterling Senior Notes due 2010 of Telewest, and (g) the Indenture dated as of 7 July 2000 between Telewest Jersey (as issuer), Telewest (as guarantor) and The Bank of New York as trustee relating to the 6% Senior Convertible Notes due 2005 of Telewest Jersey and, in each case, as thereafter amended and supplemented from time to time, as the case may be (together the "Indentures"), and the 5% Accreting Convertible Notes due 2003 originally issued to Deutsche Telekom (the "Eurobell Notes" and together with the notes issued pursuant to the Indentures, the "Notes") in connection with a proposed financial restructuring of the Company and Telewest Jersey, the principal terms of which are described in Appendix 1 attached hereto (the "Financial Restructuring").

        This Agreement is also entered into pursuant to the term sheet dated 14 August 2003 (the "Term Sheet") entered into by the Company, Telewest Jersey, various consenting noteholders, Liberty Media Corporation ("Liberty") and IDT Corporation ("IDT") relating to the Financial Restructuring.

        The Financial Restructuring is to be implemented through (i) the completion of the proceedings and actions referred to in this Agreement and any proceeding or arrangement that the Company, Telewest Jersey, each of the noteholders who are signatories to the Term Sheet (the "Specified Noteholder Group") and Liberty may agree in writing to be necessary under English, Jersey and U.S. law (collectively, the "Proceedings"), which includes the following: a scheme of arrangement of the Company (the "Plc Scheme") under section 425 of the Companies Act 1985, as amended (the "1985 Act"); a scheme of arrangement of Telewest Jersey (the "Jersey Scheme") under section 425 of the 1985 Act and section 125 of the Companies (Jersey) Law 1991, as amended; a concurrent proceeding pursuant to Chapter 11 of the U.S. Bankruptcy Code (if necessary); and ancillary proceedings in respect of the Plc Scheme and/or the Jersey Scheme pursuant to Section 304 of the U.S. Bankruptcy Code (the "Section 304 Proceedings"); and (ii) the following related steps:

(a)

the passing of the shareholder resolution of Telewest specified in Appendix 1 in order to implement the Financial Restructuring (the "Shareholder Resolution");

(b)

the execution of a revised loan agreement (the "Revised Senior Secured Facility Agreement") between Telewest Communications Networks Limited ("TCN") and its lenders on substantially the terms specified in Appendix 1;

(c)

the transfer to a direct or indirect wholly-owned subsidiary of Telewest Global, Inc., a company incorporated under the laws of Delaware, ("New Telewest"), of substantially all the assets of Telewest (other than the shares of Telewest Jersey, the shares of New Telewest and a cash amount) and the assumption by such subsidiary of (and/or giving of an indemnity with respect to) substantially all the liabilities of Telewest;

(d)

the termination of the relationship agreement dated as of 3 March 2000, as amended by an amendment agreement dated as of 18 May 2001, between, inter alia, Telewest, Liberty Media International, Inc. ("Liberty"), and Microsoft Corporation; and

(e)

the satisfaction (or waiver by the Company, Telewest Jersey, the Specified Noteholder Group or the Telewest Group's senior lenders (as the case may be)) of the conditions to the Plc Scheme and the Jersey Scheme,

(together with the Proceedings, the "Restructuring Steps").

        Following the Financial Restructuring there shall be a shareholders' voluntary liquidation of Telewest which shall commence on the passing of the shareholder resolutions specified in Appendix 1 (the "Liquidation Resolutions").

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        In consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Telewest Jersey and the Consenting Noteholder (collectively, the "Parties"), intending to be legally bound, agree as follows:

1.

Consenting Noteholder Agreements.     The Consenting Noteholder represents that it is (i) the beneficial owner of the outstanding principal amount of certain Notes specified on the signature page hereto (the "Relevant Notes") and/or the investment adviser, the general partner or manager for the beneficial owner(s) of the Relevant Notes having the power to vote and dispose of the Relevant Notes on behalf of such beneficial owner(s), and (ii) entitled (for its own account or for the account of other persons claiming through it) to all of the rights and economic benefits of the Relevant Notes. The Consenting Noteholder agrees and represents that, unless and until any termination pursuant to Section 3 hereof and subject to receipt of legally sufficient solicitation materials and any other documents in respect of the Plc Scheme and the Jersey Scheme and the terms of this Agreement (including Appendix 1 and the surviving provisions of the Term Sheet) for the implementation of the Financial Restructuring:

(a)

in connection with the Company's and/or Telewest Jersey's solicitation of votes with respect to the Plc Scheme and/or the Jersey Scheme, as applicable, (i) it will, as promptly as practicable, vote (or, with respect to managed accounts, use its reasonable endeavours to cause to be voted) all claims that it is entitled to vote in respect of the Relevant Notes (the "Claims") in favour of the Plc Scheme and the Jersey Scheme, provided that the terms of the Plc Scheme and the Jersey Scheme are consistent with the terms of the Financial Restructuring, unless revised terms have been previously agreed to in writing by the Consenting Noteholder; (ii) it will, to the extent reasonably deemed necessary by the Company and/or Telewest Jersey, as applicable, take all reasonable steps that it is entitled to take in order to direct the Holder (as defined in the applicable Indenture) of any Relevant Notes to vote the Claims in favour of the Plc Scheme and/or the Jersey Scheme, as applicable; (iii) it will not take any action in respect of the Financial Restructuring or the implementation of the Restructuring Steps or bring any other proceedings or take any other steps that are inconsistent with its obligations under this Agreement; and (iv) if required by Telewest, it will (subject to the completion of any necessary actions by the Company and other third parties required to participate in such conversion) take all such actions as are reasonably necessary to convert any or all of the Consenting Noteholder's holding of Notes that are held in global form into definitive registered certificates;

(b)

except as already commenced but stayed or otherwise held in abeyance, it will not take any action or exercise any remedy against the Company, any of its subsidiary undertakings or joint ventures, or the directors, officers or advisors of the Company or any of its subsidiary undertakings or joint ventures, as a result of, or in connection with, any Default or Event of Default (as defined in the applicable Indenture) in respect of the Notes or the implementation of the Restructuring Steps, including any action, whether alone or in concert with others, and without regard to whether such collective efforts are pursued by holders of greater than 25% of the aggregate principal amount of any series of the Notes, (i) to declare or seek to declare, or request that any Trustee (as defined in the applicable Indenture) declare, any series of the Notes to be immediately due and payable as a result of any such Event of Default (as defined in the applicable Indenture) that shall, or shall be alleged to, have occurred and be continuing; or (ii) to otherwise act, whether alone or in concert with others, to advise, assist or encourage any person in connection with the foregoing;

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(c)

it will not vote (or cause to be voted) in favour of, or otherwise support, encourage or seek, directly or indirectly, (i) any commencement of or relief in an involuntary case under any applicable insolvency or other similar law with respect to the Company, Telewest Jersey or TCN, or all or substantially all of the assets of any of them, (ii) the appointment of a receiver, administrative receiver, administrator, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, Telewest Jersey or TCN, or all or substantially all of the assets of any of them, (iii) any scheme of arrangement or plan of voluntary arrangement or any other plan of reorganization with respect to the Company, Telewest Jersey or TCN, or all or substantially all of the assets of any of them; or (iv) any other compromise with the creditors of, or financial restructuring relating to, the Company, Telewest Jersey or TCN, or all or substantially all of the assets of any of them; other than, in each case, the Financial Restructuring and the Proceedings;

(d)

it will not sell, transfer or assign any of the Relevant Notes or any voting interest therein during the term of this Agreement except to another Consenting Noteholder or to a person who, prior to the settlement of such sale, transfer or assignment, enters into a written undertaking in favour of the Parties hereto to be bound by the provisions hereof as if such person were the Consenting Noteholder; and

(e)

it will act in good faith to consummate the transactions set forth herein.

2.

Telewest and Telewest Jersey Agreements:

(a)

Financial Restructuring: The Company and Telewest Jersey each undertake, and shall cause the other companies in the Telewest Group to undertake, to take all acts reasonably necessary to effect the Financial Restructuring as promptly as possible. Telewest hereby confirms that a majority of its directors will, subject to their fiduciary and any other duties imposed on them by law and their responsibilities under the City Code on Takeovers and Mergers and the Listing Rules of the UK Listing Authority, recommend the Financial Restructuring to Telewest shareholders and the creditors.

(b)

Claims: The Company confirms that neither it nor any other member of the Telewest Group currently has any claims, based on the facts known to it after diligent investigation, against any holder of the Notes seeking a payment in respect of compensation or damages or the payment of any other amount.

3.

Termination of Agreement.     The Consenting Noteholder's obligations hereunder (save for those arising under Section 4 hereof) shall terminate upon the occurrence of any Agreement Termination Event, unless the occurrence of such Agreement Termination Event is waived in writing by the Consenting Noteholder.

For the purposes hereof, an "Agreement Termination Event" shall mean any of the following:

(a)

the draft explanatory statement in respect of the Plc Scheme and the Jersey Scheme shall not have been made publicly available to Plc scheme creditors and Jersey scheme creditors on or before 15 January, 2004; or

(b)

the date on which the order of the High Court which sanctions the Plc Scheme (the "UK Order") is delivered to the Registrar of Companies for registration, and the date on which the orders of the High Court and the Jersey Court which sanction the Jersey Scheme (the "Jersey Orders") are delivered to the Registrar of Companies and the Jersey Registrar of Companies, as appropriate, for registration, (the "Effective Date") shall not have occurred by the later of 31 March, 2004 or 60 days after the date of any vote by creditors to approve the Plc Scheme and the Jersey Scheme, subject to such vote occurring on or before 15 March, 2004; or

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(c)

the Company, or any administrator appointed in respect of the Company, or Telewest Jersey withdraws the Plc Scheme or the Jersey Scheme or such person fails to confirm to the Consenting Noteholder within 48 hours of a request from any Consenting Noteholder that it is that person's intention to continue with and recommend the Financial Restructuring in all material respects as set out in Appendix 1; or

(d)

a failure to obtain any order of a court in England and Wales or Jersey, when applied for, or a requisite majority of shareholders to pass the Shareholder Resolution or creditors to approve the Plc Scheme or the Jersey Scheme, when sought, or each of the UK Order and the Jersey Orders not having been obtained, such Shareholder Resolution not having been passed and such approval not having been given on or before the later of 31 March, 2004 or 60 days after the date of any vote by creditors to approve the Plc Scheme and the Jersey Scheme, subject to such vote occurring on or before 15 March, 2004 (as appropriate); or

(e)

the making of a permanent order of any court or governmental body of competent jurisdiction restraining, enjoining or otherwise preventing the consummation of the Financial Restructuring; or

(f)

to the extent the right of a Consenting Noteholder to vote or direct the disposition of any of the Relevant Notes results from an arrangement in existence on the d