NTL INC/DE/
CONSENT LETTER
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>22
<FILENAME>y59518ex10-15.txt
<DESCRIPTION>CONSENT LETTER
<TEXT>
<PAGE>
                                                                  Exhibit 10.15

To:

NTL Communications Corp.
110 East 59th Street
New York
NY 10022
U.S.A.

NTL (UK) Group, Inc.
and NTL Communications Limited
NTL House
Bartley Wood Business Park
Hook
Hampshire
RG27 9UP

                                                            Date: 28 March 2002



CREDIT AGREEMENT, ORIGINALLY FOR L1,300,000,000, DATED 30 MAY 2000 (AS FROM TIME
TO TIME AMENDED, VARIED, SUPPLEMENTED OR NOVATED) AND MADE BETWEEN (AMONGST
OTHERS) NTL COMMUNICATIONS CORP. AS PARENT, NTL (UK) GROUP INC. AS INTERMEDIATE
PARENT, NTL COMMUNICATIONS LIMITED AS BORROWER, J.P. MORGAN PLC (FORMERLY KNOWN
AS CHASE MANHATTAN PLC) AND MORGAN STANLEY DEAN WITTER BANK LIMITED AS ARRANGERS
AND JOINT BOOK MANAGERS, J.P. MORGAN EUROPE LTD (FORMERLY KNOWN AS CHASE
MANHATTAN INTERNATIONAL LIMITED) AS AGENT AND SECURITY TRUSTEE AND THE LENDERS
PARTY THERETO (THE "CREDIT AGREEMENT")

1.           DEFINITIONS AND INTERPRETATION

1.1          DEFINITIONS

             Terms defined in the Credit Agreement shall, unless otherwise
             defined herein, bear the same meaning in this letter and in this
             letter:

             "ADDITIONAL PERMITTED PAYMENT" means one or more Restricted
             Payments equal to, in aggregate, the amounts from time to time made
             available to the Intermediate Parent by way of NTL Delaware
             Subordinated Debt, in excess of the minimum amounts otherwise
             required to be paid to the UK Group in connection with the disposal
             of NTL Australia pursuant to the proviso to paragraph 3.3.2;

             "CABLECOM CREDIT AGREEMENT" means the credit agreement dated 28
             March 2000 originally made between NTL Incorporated (now known as
             NTL (Delaware) Inc.) as
<PAGE>
             parent, NTL Cablecom Holding GmbH as shareholder, Cablecom
             (Ostschweiz) AG (now known as Cablecom GmbH) as principal borrower,
             the parties named therein as original borrowers, the parties named
             therein as original guarantors and others, as amended pursuant to
             an amendment agreement dated 16 May 2000 and as further amended,
             novated, varied or supplemented from time to time prior to the date
             hereof;

             "CABLECOM GROUP" means Cablecom GmbH and its subsidiaries from time
             to time;

             "CO-ORDINATORS" means the joint co-ordinators as defined in a
             Confirmation of Terms of Appointment letter agreement dated 7 March
             2002;

             "NTL AUSTRALIA" means NTL Belgium SprL and its subsidiaries;

             "NTL CC NOTES" means any bonds, notes or similar public debt
             instruments issued by the Parent in the domestic or international
             capital markets and outstanding at the date of this letter;

             "NTL DELAWARE SUBORDINATED DEBT" means Financial Indebtedness
             incurred by the Intermediate Parent to NTL (Delaware) Inc. in an
             amount not exceeding an amount equal to the net proceeds from the
             disposal of NTL Australia;

             "NTL DELAWARE SUBORDINATION AGREEMENT" means the Subordination
             Agreement to be entered into between the Intermediate Parent and
             NTL (Delaware) Inc. (as borrower and creditor respectively
             thereunder) and the Security Trustee pursuant to which the
             Subordinated Liabilities (as defined therein and to include without
             limitation NTL Delaware Subordinated Debt) are to be subordinated
             to the Senior Liabilities (as defined therein) on terms
             satisfactory to the Arrangers (acting reasonably) and which will
             include provisions permitting the repayment of NTL Delaware
             Subordinated Debt in an amount no greater than the Additional
             Permitted Payment;

             "NTL DIAMOND SUB-GROUP" means Diamond Cable Communications Ltd and
             its subsidiaries from time to time;

             "NTL GROUP NOTES" means the NTL CC Notes and any other bonds, notes
             or similar public debt instruments issued in the domestic or
             international capital markets by any other member of the Group;

             "NTL PARTIES" means each of the parties to whom this Consent is
             addressed and "NTL PARTY" means any one of them;

             "RELEVANT EVENTS OF DEFAULT" means the Events of Default at:

             (a)     Sub-clause 19.7.1 of Clause 19.7 (Insolvency and
                     Rescheduling) to the extent that such Event of Default
                     occurs solely as a result of the non-payment of interest
                     due under the NTL CC Notes;

             (b)     Sub-clause 19.7.2 of Clause 19.7 (Insolvency and
                     Rescheduling) to the extent that such Event of Default
                     occurs solely as a result of the NTL CC Negotiations;

             (c)     Clause 19.8 (Winding-up) to the extent that such Event of
                     Default relates solely to the Parent taking any corporate
                     action or other steps for its "re-organisation"
<PAGE>
                     (as such term is construed in the context of Clause 19.8
                     (Winding-up)) solely in connection with the Proposed Steps;

             (d)     Clause 19.10 (Analogous Events) to the extent that such
                     Event of Default relates to events analogous to the Events
                     of Default referred to, and only to the extent referred to,
                     at paragraphs (a), (b) and (c) above; and

             (e)     Sub-clause 19.6.4 of Clause 19.6 (Cross Default) to the
                     extent that such Event of Default arises solely as a result
                     of a default in the payment of interest under the NTL CC
                     Notes and occurs (as notified by the Parent to the Agent)
                     in the context of the NTL CC Negotiations.

             "RELEVANT POTENTIAL EVENT OF DEFAULT" means any event which would
             become (with the passage of time, the giving of notice, the making
             of any determination under the Credit Agreement or any combination
             thereof) a Relevant Event of Default; and

             "STEERING COMMITTEE" means the steering committee as set out in a
             Confirmation of Terms of Appointment letter agreement dated 7 March
             2002 and Societe Generale.

1.2          INTERPRETATION

             Clause 1.2 (Interpretation) of the Credit Agreement shall apply to
             this letter as if set out in full. Headings in this letter shall
             not affect its interpretation.

2.           THE PROPOSED RECAPITALISATION

             The Parent has informed the Agent that (a) it wishes to pursue a
             proposed restructuring, readjustment, rescheduling and/or
             reorganisation of the Parent (the "PROPOSED RECAPITALISATION") (in
             particular in respect of its debts and other obligations) and (b)
             in connection with the Proposed Recapitalisation it intends to
             commence and progress negotiations (the "NTL CC NEGOTIATIONS") with
             one or more of the holders (the "NTL CC NOTEHOLDERS") of the NTL CC
             Notes and/or their representatives. The Parent has requested the
             Banks to:

             2.1          consent to the Parent taking all steps and corporate
                          and other action to take forward the Proposed
                          Recapitalisation (including, without limitation,
                          commencing and progressing the NTL CC Negotiations)
                          (the "PROPOSED STEPS");

             2.2          consent to the making of the Additional Permitted
                          Payment;

             2.3          consent to the incurrence and subsistence of NTL
                          Delaware Subordinated Debt provided that such consent
                          shall be conditional upon the NTL Delaware
                          Subordination Agreement having been entered into by
                          the respective parties no later than the first date on
                          which any NTL Delaware Subordinated Debt is incurred;

             2.4          consent to the execution of the NTL Delaware
                          Subordination Agreement by, amongst others, the
                          Intermediate Parent and the Security Trustee; and

             2.5          agree that any Relevant Event of Default or Relevant
                          Potential Event of Default which will or may occur
                          solely (directly or indirectly) as a result of the
                          Proposed
<PAGE>
                          Steps will not constitute an Event of Default or, as
                          the case may be, Potential Event of Default.

3.           CONSENT

             Following the receipt of Instructing Group consent, the Agent, on
             behalf of the Banks: (a) hereby consents to the Parent taking the
             Proposed Steps; (b) hereby irrevocably and unconditionally and for
             all purposes of the Finance Documents consents to the making of the
             Additional Permitted Payment; (c) hereby consents to the incurrence
             and subsistence of NTL Delaware Subordinated Debt in the manner
             specified and subject to the conditions set out in paragraph 2.3;
             (d) hereby consents to the execution of the NTL Delaware
             Subordination Agreement by the Intermediate Parent and the Security
             Trustee (amongst others) and (e) hereby agrees that any Relevant
             Event of Default or Relevant Potential Event of Default which will
             or may occur solely (directly or indirectly) as a result of the
             Proposed Steps will not constitute an Event of Default or, as the
             case may be, Potential Event of Default (the "CONSENT") PROVIDED
             THAT:

3.1          the Consent shall not be effective until the date upon which:

             3.1.1        the agent under the Senior Bank Credit Agreement has
                          entered into a consent letter (upon the instructions
                          of an Instructing Group (as defined in the Senior Bank
                          Credit Agreement)) with (amongst others) NTLIH, the
                          Borrower and the Parent (acting on behalf of the
                          Obligors (as defined in the Senior Bank Credit
                          Agreement)) on substantially the same terms as this
                          consent letter; and

             3.1.2        the agent under the Cablecom Credit Agreement has
                          entered into a consent letter (upon the instructions
                          of an Instructing Group (as defined in the Cablecom
                          Credit Agreement)) with Cablecom GmbH (acting on
                          behalf of the Obligors (as defined in the Cablecom
                          Credit Agreement)) on substantially the same terms as
                          this letter;

3.2         the Proposed Steps shall not include:

             3.2.1        the solicitation of votes or consents, the filing or
                          the consummation of any exchange or similar offer to
                          the NTL CC Noteholders or the holders of any other NTL
                          Group Notes (together with the NTL CC Noteholders, the
                          "NOTEHOLDERS") which exchange or similar offer has
                          been, or is required to be, filed with an appropriate
                          governmental agency or body (such as the U.S.
                          Securities and Exchange Commission) or is exempted
                          from any such filing but which is capable of
                          acceptance by such Noteholders (or any of them)
                          (whether or not subject to satisfaction of
                          conditions);

             3.2.2        the execution of or other entry into any legally
                          binding agreement for, or any offer to Noteholders (or
                          any of them) which is capable of acceptance (whether
                          or not subject to the satisfaction of conditions) in
                          respect of, the prepayment (in whole or in part) of
                          amounts outstanding under the NTL Group Notes (or any
                          of them) or the granting of any security, guarantee or
                          other credit support in respect of amounts outstanding
                          under the NTL Group Notes (or any of them) PROVIDED
                          THAT this paragraph 3.2.2 shall not prohibit the
                          granting of any
<PAGE>
                          security, guarantee or other credit support by Diamond
                          Cable Communications Limited, Diamond Holdings Limited
                          or NTL (Triangle) LLC or any of their respective
                          subsidiaries where such security is required to be
                          granted pursuant to the terms (as at the date hereof)
                          of the indentures constituting the NTL Group Notes
                          issued by Diamond Cable Communications Limited,
                          Diamond Holdings Limited or, as the case may be, NTL
                          Triangle LLC;

             3.2.3        the entry by any member of the Group into any legally
                          binding agreement with the Noteholders (or any of
                          them) in their capacity as such in relation to the
                          Proposed Recapitalisation or otherwise in relation to
                          the NTL Group Notes (or any of them) in connection
                          with the Proposed Recapitalisation, save for any
                          legally binding agreements: (a) entered into for the
                          purpose of enabling the provision of information by or
                          to any member of the Group in connection with the
                          Proposed Recapitalisation or to facilitate or enable
                          the progress of non legally binding discussions or
                          negotiations in connection with the Proposed Steps;
                          (b) entered into for the purpose of engaging legal
                          and/or other professional advisors in connection with
                          the Proposed Recapitalisation; (c) under which the
                          Noteholders unconditionally agree for the benefit of
                          the issuer of the relevant NTL Group Notes to waive
                          all or any, and/or agree not to exercise all or any,
                          of their rights in respect of the NTL Group Notes; or
                          (d) under which the Noteholders unconditionally agree
                          for the benefit of the issuer of the relevant NTL
                          Group Notes to a standstill arrangement (or any other
                          arrangement having similar effect) in respect of all
                          or any of their rights in respect of the NTL Group
                          Notes; or

             3.2.4        the Parent taking any corporate action or any other
                          steps being taken or any legal proceedings being
                          started and served for its winding-up, dissolution or
                          administration or any similar or analogous process
                          (including, without limitation, any filing or
                          commencement of proceedings under or in connection
                          with the United States Bankruptcy Code, 11 U.S.C.
                          Sections 101 et seq).

3.3         the Consent shall terminate on the earlier of:

             3.3.1        5.30pm (New York time) on 14 May 2002 PROVIDED THAT if
                          a Permitted Payment (other than the Additional
                          Permitted Payment) falling within paragraph (c)(i) of
                          the definition of Permitted Payment in the Credit
                          Agreement is made after 15 April 2002 the Consent
                          shall terminate as of the time immediately preceding
                          the making of that Permitted Payment; and

             3.3.2        5.30pm (New York time) on the date falling 29 days
                          after the first failure by the Parent in making
                          payment in full on or before the due date of all
                          interest due under the NTL CC Notes on 1 April 2002
                          and/or 15 April 2002 PROVIDED THAT, if on the date
                          falling 29 days after the first such failure to pay:

                          (a)          a sufficient number of the NTL CC
                                       Noteholders to whom the relevant unpaid
                                       interest is owed have agreed, without
                                       prejudice to paragraph 3.2.3, to waive
                                       their rights arising as a result of
                                       non-payment under the relevant NTL CC
                                       Notes or to any forbearance in respect of
                                       such non-payment and such waiver or, as
                                       the case may be, forbearance results in
                                       the trustee of the
<PAGE>
                                       relevant NTL CC Notes being precluded
                                       from taking any enforcement, acceleration
                                       or similar action in relation to the NTL
                                       CC Notes the subject of the non-payment
                                       of interest; or

                          (b)          the relevant failure to pay has been
                                       remedied,

                          the Consent shall terminate at 5.30pm (New York time)
                          on 14 May 2002,

PROVIDED FURTHER THAT the Consent shall terminate with immediate effect if on
the date falling 3 Business Days or 5 days (whichever is the later) after the
payment by the purchaser of the purchase price payable in connection with the
disposal of NTL Australia or (as the case may be) the disbursement of any
relevant bridge financing in connection with the disposal of NTL Australia:

(a)          where payment of the purchase price occurs before the disbursement
             of any such bridge financing, NTL (Delaware) Inc. has not made
             available to the Intermediate Parent, NTL Delaware Subordinated
             Debt in an amount not less than L90,000,000 of which at least
             L90,000,000 has been contributed to the UK Group; and

(b)          where the disbursement of any bridge financing in connection with
             the disposal of NTL Australia occurs before the payment of such
             purchase price, NTL (Delaware) Inc. has not made available to the
             Intermediate Parent, NTL Delaware Subordinated Debt:

             (i)          in an amount not less than the lower of 9/16 of the
                          amount of such bridge financing and L90,000,000; and

             (ii)         to the extent that 9/16 of the amount of any such
                          bridge financing is less than L90,000,000, in an
                          amount equal to at least 9/16 of the amount of any
                          future bridge financing in connection with the
                          disposal of NTL Australia and, if required, a
                          proportion of the purchase price of the disposal of
                          NTL Australia,

             until an aggregate amount equal to at least L90,000,000 has been so
             made available to the Intermediate Parent and of which at least
             L90,000,000 has been contributed to the UK Group.

For the avoidance of doubt any amount in excess of the amounts specified in
paragraph (a) or, as the case may be, paragraph (b) above (the "MINIMUM AMOUNT")
need not be made available to the Intermediate Parent or contributed to the UK
Group at the same time as such Minimum Amount nor within the timescale specified
in connection therewith.

The Consent shall not terminate pursuant to the immediately preceding proviso if
making such amount available to the Intermediate Parent or the UK Group is
prohibited by any injunction or similar legal restriction which is binding on
NTL (Delaware) Inc., the Intermediate Parent or any other member of the Group
and which NTL (Delaware) Inc., the Intermediate Parent or, as the case may be,
such other member of the Group is
<PAGE>
             obliged, as a matter of law, to comply with. It is hereby agreed
             that the NTL Delaware Subordinated Debt:

             (i)          shall not cause a breach of Clause 18.15 (Subordinated
                          Debt), sub-clauses 18.21.1 and 18.21.2 of Clause 18.21
                          (Financial Indebtedness) and Clause 18.27
                          (Transactions with Affiliates);

             (ii)         shall be subordinated to the Loan pursuant to the NTL
                          Delaware Subordination Agreement; and

             (iii)        shall not be included for the purposes of the
                          definition of "Parent Covenant Group Net Debt" in
                          Clause 17.1 (Financial Definitions).

             As at such time or any time after the Consent has terminated the
             Agent may by written notice to the Obligors take any action
             pursuant to Clause 19.17 (Acceleration and Cancellation) of the
             Credit Agreement in respect of any Event of Default the subject of
             the Consent to the extent that, at the relevant time, such Event of
             Default is continuing. For the avoidance of doubt:

             (i)          if at such time the NTL CC Negotiations are not
                          continuing and no other Proposed Steps are being taken
                          at, or are taken after, such time, no Relevant Event
                          of Default referred to at paragraphs (a) to (d) of the
                          definition thereof and the subject of the Consent
                          shall be continuing; and

             (ii)         if at such time a sufficient number of the NTL CC
                          Noteholders to whom unpaid interest under the NTL CC
                          Notes is owed have, without prejudice to paragraph
                          3.2.3, agreed to waive their rights arising as a
                          result of non-payment under the relevant NTL CC Notes
                          or to any forbearance in respect of such non-payment
                          and such waiver or, as the case may be, forbearance
                          results in the trustee of the relevant NTL CC Notes,
                          being precluded from taking any enforcement,
                          acceleration or similar action in relation to the NTL
                          CC Notes the subject of the non-payment of interest,
                          no Relevant Event of Default referred to at paragraph
                          (e) of the definition thereof and the subject of the
                          Consent shall be continuing in respect of such payment
                          default PROVIDED THAT any such Relevant Event of
                          Default shall only be deemed to not be continuing for
                          so long as such waiver or, as the case may be,
                          forbearance continues.

4.           ACTION BY THE AGENT

             Notwithstanding the Consent, the Agent may take any action in
             respect of a Relevant Event of Default deemed appropriate pursuant
             to Clause 19.17 (Acceleration and Cancellation) of the Credit
             Agreement and/or under any Finance Document upon (or at anytime
             after and whilst such failure is continuing) any of the NTL Parties
             failing to duly perform or comply with any obligation expressed to
             be assumed by it hereunder unless such failure relates to the
             obligation at paragraph 5.3 below and such failure is remedied
             within two Business Days or such failure relates to the obligations
             at paragraph 5.4, 5.5 or 5.8 below and such failure is remedied
             within 7 Business Days.

5.           UNDERTAKINGS OF THE NTL PARTIES
<PAGE>
             Each of the NTL Parties undertakes by its counter-signature of this
             letter to:

5.1          procure that no issuer of NTL Group Notes (or any party on such
             issuer's behalf) at any time purchases or buys-back any of the NTL
             Group Notes issued by it or by any other member of the Group;

5.2          procure that no member of the Group which is a Guarantor as at the
             date of this letter resigns as a Guarantor;

5.3          provide to the Agent (in sufficient copies for all Banks, if the
             Agent so requests) a 13 week rolling cash flow forecast for the UK
             Group (the "FORECAST") which shall be updated by the Borrower and
             provided to the Agent on a fortnightly basis (the first Forecast to
             be delivered pursuant to this paragraph 5.3 shall be delivered by
             the Borrower to the Agent on 2 April 2002). Each Forecast shall be
             in substantially the same form as the pro forma Forecast agreed by
             and delivered to the Agent prior to the date hereof and shall
             include details of cash balances for members of the Group in
             substantially the same form as that information appears in, and in
             respect of the same members of the Group as, the aforementioned pro
             forma Forecast;

5.4          supply or otherwise make available to the Co-Ordinators an index of
             any information relating to the Parent or the UK Group or any
             member of the UK Group which is provided to the Noteholders (or any
             of them) by any member of the Group where such information is
             materially different from any information which has been provided
             to the Co-Ordinators and/or the Steering Committee and/or the Agent
             and/or the Banks. If requested by the Co-Ordinators, any NTL Party
             shall make such aforementioned information available to the
             Co-Ordinators on the same basis as such information is made
             available to the Noteholders PROVIDED THAT the Co-Ordinators have
             first signed a confidentiality undertaking in favour of each of the
             NTL Parties in a form acceptable to the NTL Parties (acting
             reasonably);

5.5          provide to the Co-Ordinators copies of:

             5.5.1        any material term sheets sent by any member of the
                          Group to the Noteholders (or any of them) and/or any
                          of their advisors and which relate to the Proposed
                          Recapitalisation; and

             5.5.2        any material comments sent by any member of the Group
                          to the Noteholders (or any of them) and/or any of
                          their advisors on any material term sheets which
                          relate to the Proposed Recapitalisation;

5.6          ensure that any material term sheets sent by any member of the
             Group to the Noteholders (or any of them) and/or any of their
             advisors and which relate to the Proposed Recapitalisation are
             expressly marked so as to indicate that any conclusive agreement
             (whether or not subject to satisfaction of conditions) by any
             member of the Group in relation to the Proposed Recapitalisation is
             subject to such member of the Group obtaining the prior written
             consent of the Banks;

5.7          keep the Co-ordinators informed at each meeting between the the
             Borrower and the Co-Ordinators of all material developments in
             relation to and, at the request of the
<PAGE>
             Co-Ordinators, make available to the Co-Ordinators all requested
             documentation relating to:

             5.7.1        any possible strategic investment in the Group (or any
                          member of the Group) by any person; or

             5.7.2        any proposed disposal of, by one or more transactions
                          or series of transactions (whether related or not),
                          the whole or any part of the revenues or assets of any
                          member of the UK Group where such disposal is material
                          in the context of the UK Group taken as a whole; or

             5.7.3        any proposed disposal of, by one or more transactions
                          or series of transactions (whether related or not),
                          the whole or any part of the revenues or assets of any
                          member of the Group not being a member of the UK Group
                          where such disposal is material in the context of the
                          Group (excluding for the purposes of this paragraph
                          5.7.3 the UK Group) taken as a whole,

             PROVIDED THAT the Borrower shall only make any such information and
             requested documentation available to the Co-Ordinators if the
             Co-Ordinators have first signed a confidentiality undertaking in
             favour of the Borrower in a form acceptable to the Borrower (acting
             reasonably) and PROVIDED FURTHER THAT the Borrower shall not be
             obliged to make such information and requested documentation
             available to the Co-Ordinators if the Borrower demonstrates to the
             satisfaction of the Co-Ordinators (by the delivery of a letter from
             the Group's external legal advisors confirming the same, or by
             other satisfactory means) that it is prohibited from making the
             information or, as the case may be, requested documentation
             available under the terms of a confidentiality undertaking it has
             entered into with a third party;

5.8          on or before 5 April 2002, provide to the Agent (in sufficient
             copies for all the Banks (if the Agent so requests) and in form
             reasonably satisfactory to the Agent) a timeline setting out the
             steps proposed to be taken (and the date by which such steps are
             proposed to be taken) in connection with the Proposed Steps and/or
             the NTL CC Negotiations;

5.9          procure that no member of the UK Group makes any Permitted Payment
             other than:

             5.9.1        a Permitted Payment falling within paragraph (b) of
                          the definition of Permitted Payment in the Credit
                          Agreement PROVIDED THAT the aggregate amount of all
                          such Permitted Payments made during the period from
                          (and including) 8 March 2002 to (and including) the
                          date of termination of the Consent shall not exceed
                          L5,000,000;

             5.9.2        a Permitted Payment falling within paragraph (c)(i),
                          (iv) (but only in respect of any bonds, notes or
                          similar public debt instruments issued by the Parent)
                          or (v) of the definition of Permitted Payment in the
                          Credit Agreement PROVIDED THAT prior to the proposed
                          Permitted Payment being made the Parent demonstrates
                          to the satisfaction of the Agent (it being agreed that
                          the Agent shall be satisfied if the most recently
                          delivered Forecast confirms the same) that in the
                          absence of the Parent receiving the proposed Permitted
                          Payment the Group (excluding NTL Australia, the UK
                          Group, the NTL Diamond Sub-Group, the NTL Triangle
<PAGE>
                          Sub-Group, the Cablecom Group and any non-wholly owned
                          subsidiaries of the Group) (the "RELEVANT GROUP")
                          will, following the making of the relevant cash
                          payment obligation in respect of which the Permitted
                          Payment is proposed to be made, have cash resources
                          available to it in an aggregate amount less than
                          L25,000,000 (excluding an amount of AUS$20,000,000
                          held in an escrow account in connection with the
                          disposal of NTL Australia) and for the purpose of this
                          paragraph 5.9.2 the Relevant Group shall be deemed to
                          have cash resources available to it (in addition to
                          the cash resources actually available to it) in an
                          amount equal to the amount of any cash paid (provided
                          that any such cash payment shall only be counted for
                          so long as such cash has not been spent by the
                          recipient thereof) by any member of the Relevant Group
                          after the date of first posting of this Consent on the
                          relevant Intralinks site to any member of the NTL
                          Diamond Sub-Group or any member of the NTL Triangle
                          Sub-Group or any non-wholly owned subsidiary of the
                          Group (which is not otherwise a member of the Relevant
                          Group) in circumstances where the actual cash
                          resources of the NTL Diamond Sub-Group, the NTL
                          Triangle Sub-Group or the relevant non-wholly owned
                          subsidiary (as the case may be) at the time of payment
                          are greater than, or to the extent that they become
                          greater than, $10,000,000, $10,000,000 and $1,000,000
                          respectively after deducting any amounts to be paid by
                          the NTL Diamond Sub-Group, the NTL Triangle Sub-Group
                          or non-wholly owned subsidiary (as the case may be) in
                          connection with which the relevant payment is made;
                          and

             5.9.3        a Permitted Payment falling within paragraph (d) or
                          (e) of the definition of Permitted Payment in the
                          Credit Agreement

             5.9.4        a Permitted Payment falling within the definition of
                          Additional Permitted Payment;

5.10         procure that no cash payments are made by any member of the
             Relevant Group (as defined in paragraph 5.9.2) to any member of the
             NTL Diamond Sub-Group, any member of the NTL Triangle Sub-Group or
             any non-wholly owned subsidiary of the Group (which is not
             otherwise a member of the Relevant Group) where the actual cash
             resources of the NTL Diamond Sub-Group, the NTL Triangle Sub-Group
             or the relevant non-wholly owned subsidiary (as the case may be) at
             the time of the proposed payment are greater than, or to the extent
             they would, if such proposed payment were to be made, become
             greater than $10,000,000, $10,000,000 and $1,000,000 respectively
             after deducting any amounts to be paid by the NTL Diamond
             Sub-Group, the NTL Triangle Sub-Group or non-wholly owned
             subsidiary (as the case may be) in connection with which the
             relevant payment is proposed to be made;

5.11         no later than 10 Business Days after the request of the Agent or,
             as the case may be, the Co-ordinators, settle any outstanding
             invoices issued by legal, accounting or other professional advisors
             appointed by the Agent or, as the case may be, the Co-ordinators
             (unless the relevant invoice is being queried by any of the NTL
             Parties in good faith);

5.12         procure that as from the date hereof the settlement of all
             intercompany accounts between members of the UK Group and members
             of the NTL Diamond Sub-Group or the NTL
<PAGE>
             Triangle Sub-Group takes place on a fortnightly basis PROVIDED THAT
             any overpayment or underpayment arising as a result of the
             fortnightly settlement of all such intercompany accounts may be
             returned to the overpaying party or paid by the underpaying party
             and any intercompany balance representing any such overpayment or
             under payment arising as a result of such settlement and any
             payment in connection with such overpayment or underpayment shall
             not constitute a breach of any restriction contained in the Credit
             Agreement; and

5.13         procure that the restrictions set out in the schedule hereto in
             respect of Permitted Acquisitions, Permitted Encumbrances and
             Permitted Indebtedness are complied with.

6.           MISCELLANEOUS

6.1          This letter is a Finance Document for the purposes of the Credit
             Agreement and all other Finance Documents.

6.2          The Consent shall be without prejudice to any other rights or
             remedies (save as specifically agreed otherwise in this letter)
             which the Agent, any Bank or any other person may now or at any
             time in the future have or which may now or at any time in the
             future be available to them under the terms of the Finance
             Documents or as a matter of law and nothing contained herein shall
             (save as specifically consented to or agreed in this letter)
             constitute or be deemed to constitute a waiver, release or
             discharge of any or all of the rights and remedies which the Agent,
             any Bank or any other person may have under the Finance Documents
             or as a matter of law PROVIDED THAT this Consent shall replace, for
             all purposes, the consent dated 8 March 2002 granted in relation to
             the Credit Agreement save that the acknowledgements at paragraph
             4.1 of that consent shall remain.

6.3          The Co-ordinators agree that they shall forward copies of any
             documentation or information received pursuant to paragraphs 5.4,
             5.5 or 5.7 only to members of the Steering Committee who have
             entered into a confidentiality undertaking with the Borrower in a
             form acceptable to the Borrower (acting reasonably).

6.4          We confirm that you may provide a copy of this letter to the agent
             and the banks under the Senior Bank Credit Agreement and to the
             agent and the banks party to the Cablecom Credit Agreement.

6.5          A person who is not a party to this letter has no right under the
             Contracts (Rights of Third Parties) Act 1999 to enforce any term of
             this letter.

6.6          This letter shall be governed by, and construed in accordance with,
             English law.

6.7          It is agreed that the definition of "PERMITTED PAYMENT" contained
             in Clause 1.1. (Definitions) of the Credit Agreement shall be
             amended by the inclusion, after the end of the proviso, of a new
             paragraph (l) as follows: "(l) an Additional Permitted Payment" (as
             defined in this Consent, which definition shall be incorporated
             mutatis mutandis, into the Credit Agreement), which, for the
             avoidance of doubt, shall be payable irrespective of whether there
             is an Event of Default or one which would result from the making of
             the payment.
<PAGE>
Please indicate your acceptance of the terms hereof by signing the enclosed copy
of this letter and returning it to Stephen Gillies at J.P. Morgan Europe Limited
at or before 5.00 pm (London time) on 5th April 2002, the time at which the
agreement of the Agent and the Banks set forth above (if not so accepted prior
thereto) will expire.

Yours faithfully,



For and on behalf of
J.P. MORGAN EUROPE LIMITED
as Agent on behalf of the Banks


By: /s/ Caroline Walsh
    /s/ Maxine Graves

Title:
<PAGE>
ACCEPTED AND AGREED

NTL COMMUNICATIONS CORP.

By: /s/ John Gregg

Title:

Dated:


NTL (UK) GROUP, INC.

By: /s/ Robert Mackenzie

Title:

Dated:


NTL COMMUNICATIONS LIMITED

By: /s/ John Gregg

Title:

Dated:
<PAGE>
                                    SCHEDULE

               RESTRICTIONS IN RESPECT OF PERMITTED ACQUISITIONS,
                   PERMITTED DISPOSALS, PERMITTED ENCUMBRANCES
                           AND PERMITTED INDEBTEDNESS

1.           No member of the UK Group shall make any acquisition falling within
             paragraph (b) of the definition of "PERMITTED ACQUISITION" which it
             is not obliged to make at the date of first posting of this Consent
             on the relevant Intralinks site (it being acknowledged that
             paragraphs (a), and (f) of such definition are historic.

2.           No member of the UK Group shall create or permit to subsist any
             Encumbrance falling within paragraph (b) or paragraph (c) of the
             definition of "PERMITTED ENCUMBRANCE".

3.           No member of the UK Group shall incur any Financial Indebtedness
             falling within paragraph (e) which it is not obliged to incur at
             the date of first posting of this Consent on the relevant
             Intralinks site or paragraph (l) of the definition of "PERMITTED
             INDEBTEDNESS".

</TEXT>
</DOCUMENT>
