PRIVATE AND CONFIDENTIAL To: NTL Incorporated; and

Exhibit 10.29

PRIVATE AND CONFIDENTIAL

To:          NTL Incorporated; and

NTL Investment Holdings Limited

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attn:       ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman

March 2006

Dear Sirs,

Project Vanilla - Commitment Letter

Pursuant to paragraph 20 of the commitment letter dated 14 December 2005 from the Initial MLAs and the Initial Underwriters (as each such term is defined below) to yourselves (the “Original Commitment Letter”), and by its signature hereto, each of the parties to this letter hereby agrees to amend and replace the Original Commitment Letter with this letter, but without prejudice to any Accession Notice entered in connection with the Original Commitment Letter (each, an “Existing Accession Notice”) which shall remain in full force and effect as if entered into in connection with this letter. In accordance with the provisions of paragraph 20, the Initial MLAs confirm that they have received the consent of those Underwriters whose commitments aggregate to not less than  662/3% of the total commitments under the Senior Facilities and those Underwriters whose commitments aggregate to not less than 50.1% of the total commitments under the Bridge Facility (in each case, calculated immediately prior to the date of this letter) to the amendment and restatement of the Original Commitment Letter by this letter.

Each of Deutsche Bank AG, London Branch, ▇.▇. ▇▇▇▇▇▇ Plc, The Royal Bank of Scotland plc and, ▇▇▇▇▇▇▇ ▇▇▇▇▇ International (each, as “Initial MLA” and, collectively, the “Initial MLAs”) hereby confirm their commitment to arrange, on your behalf, certain bank financing described herein, with an international syndicate of lenders.

Each of Deutsche Bank AG, London Branch, JPMorgan Chase Bank, National Association, The Royal Bank of Scotland plc and, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P. (each as “Initial Underwriter”, and, collectively the “Initial Underwriters”) hereby confirm their commitment to underwrite (or procure that their customary funding affiliate underwrites) the financing described herein on a certain funds basis described in Appendix A-3 hereto and the terms and conditions of this Commitment Letter and the detailed terms and conditions set out in the Appendices attached hereto.

By your acceptance of this Commitment Letter and the offer contained herein, you hereby appoint each of the foregoing institutions as Initial MLAs and Initial Underwriters, and as Joint Bookrunners as described in Appendix A-3 hereto.

We understand from our discussions with you that you intend to merge (the “Merger”) with a newly formed, wholly-owned subsidiary of Telewest Global, Inc., a Delaware corporation (“Telewest” and, together with its subsidiaries prior to the consummation of the Merger, the “Telewest Group”), pursuant to an amended and restated agreement and plan of merger dated 14 December 2005 (as amended by Amendment No. 1 dated 30 January 2006) between, among others, Telewest, Neptune Bridge Borrower LLC, a Delaware limited liability company (“Merger Sub”) and NTL Incorporated, a Delaware corporation (“NTL Inc.”, and together with its subsidiaries prior to the consummation of the Merger, the “NTL Group”) (the “Merger Agreement”).

We further understand that you intend to acquire the entire issued and to be issued share capital of Virgin Mobile Holdings (UK) plc (“Virgin Mobile” and together with its subsidiaries, the “Virgin Mobile Group”) by way of a scheme of arrangement under Section 425 of the Companies ▇▇▇ ▇▇▇▇ with Virgin Mobile’s shareholders (the “Virgin Mobile Acquisition”).

After giving effect to the Merger and/or the Virgin Mobile Acquisition, as the case may be, Telewest and its subsidiaries are hereinafter referred to as the “Group”.

You have further advised us that Telewest and NTLIH and certain specified subsidiaries thereof will together require a total of £5.575 billion (the “Funding Requirement”) to (i) effect the Merger, (ii) pay the related fees, costs and expenses incurred in connection with the Merger, (iii) repay in full the existing senior credit facilities of the NTL Group, (iv) repay in full the existing senior and second lien credit facilities of the Telewest Group, (v) effect the Virgin Mobile Acquisition, (vi) repay in full the existing senior credit facilities of the Virgin Mobile Group, (vii) pay the related fees, costs and expenses incurred in connection with the Virgin Mobile Acquisition and (viii) finance the ongoing working capital needs and general corporate requirements of the UK Group.

We are pleased to confirm that, subject to the terms of this letter and of the attached appendices (each an “Appendix” and together, the “Appendices”) (this letter, incorporating the Appendices, the “Commitment Letter”), a senior credit facilities fees letter and a bridge facilities fees letter, each to be entered into between yourselves and ourselves in connection with the Facilities (the “Senior Fees Letter” and the “Bridge Fees Letter”, and together with the Commitment Letter and the Engagement Letter, the “Commitment Documents”), the Initial MLAs are willing to lead arrange and the Initial Underwriters are willing to underwrite in the proportions set out below up to 100% of the Debt Financing (as defined below) portion of the Funding Requirement as set out below:

in each case (subject to any pro rata reduction following the accession of any Additional Underwriter in accordance with paragraph 14).

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Capitalised terms, unless otherwise defined, shall bear the same meanings as those ascribed to them in the Appendices.

1.             Financing Structure

(a)                                  Merger Sub will obtain new senior subordinated bridge facilities in an aggregate principal amount not less than £1.8 billion (the “Bridge Facility”) substantially on the terms and conditions set out in this Commitment Letter and Appendix A-1 (as may be amended in accordance with paragraph 13 by the terms of Appendix A-5 of this Commitment Letter);

(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 £3.775 billion, comprising (i) a £3.2 billion tranche A term facility (“Tranche A”), (ii) a £175 million tranche A1 term facility (“Tranche A1”), (iii) a £300 million tranche B1 term facility (“Tranche B1”) and (iv) a £100 million revolving working capital facility (“RCF”) (Tranche A, Tranche A1, Tranche B1 and RCF being collectively referred to as the “Senior Facilities” and, together with the Bridge Facility, the “Debt Financing”) substantially on the terms and conditions set out in this letter and Appendix A-3 (as may be amended in accordance with paragraph 13 by the terms of Appendix A-4 of this Commitment Letter).

2.             Conditions of Commitment

Our commitment to arrange and underwrite the Debt Financing above and this Commitment Letter is subject to the following conditions:

(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, the Telewest Group and the Virgin Mobile Group as a result of the Merger and the Virgin Mobile 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

You may not assign or transfer any of your rights, or (except as provided in paragraph 18) be relieved of any of your obligations, under the Commitment Documents, without the prior written consent of the Mandated Lead Arrangers (and any purported assignment or transfer without such consent shall be void).

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The Mandated Lead Arrangers and Underwriters may assign or transfer all or any of our respective rights and obligations under this Commitment Letter, the Senior Fees Letter and/or the Bridge Fees Letter to any of our respective affiliates that customarily acts as our funding affiliate and subject to the terms of the Commitment Documents, provided that any such assignment or transfer shall not be permitted without the prior consent of NTL Inc. if as a result of such assignment or transfer, you would incur any additional obligation or liability by way of withholding tax.

This Commitment Letter may not be amended or modified and no provision may be waived except by an instrument in writing signed by the each of the parties hereto.

4.             Clear Market

To ensure an orderly and effective syndication of the Debt Financing (which shall include for these purposes any Alternative Baseball Financing), you agree that until close of business on the day falling on the earlier of:

(a)           the achievement of Successful Syndication (as defined in the Senior Fees Letter);

(b)           six months after the Merger Closing Date; and

(c)           the termination of your obligations under paragraph 18,

NTL Inc. will procure that no member of the Telewest Group, the NTL Group and, upon consummation of the Virgin Mobile Acquisition, the Virgin Mobile Group will, without the prior written consent of the Initial MLAs, issue, arrange, syndicate, borrow or incur (or attempt or announce publicly an intention to issue, arrange, syndicate, borrow or incur) any indebtedness (other than the Debt Financing) in the domestic or international loan, capital or financial markets (including, but not limited to, the Stand Alone Baseball Financing, any public or private bond issue, private placement, note issuance, bilateral or syndicated loan, letter of credit or trade financing facility or other debt raising arrangement).

This provision shall terminate with respect to any Stand Alone Baseball Financing on the date falling two months after the earlier of (i) the delivery of a Structure Notice and (ii) consummation of the Virgin Mobile Acquisition.

The parties agree that any syndication of the Alternative Baseball Financing will be conducted after prior consultation between NTL, Inc. and the Initial MLAs and will be led and co-ordinated by the Initial MLAs.

5.             Syndication

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

(i)                                     except as otherwise agreed between the Initial MLAs and NTL Inc., 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).

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(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 (as defined in the Senior Fees Letter);

(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, an information memorandum (in the form of the information memorandum dated October 2005 but updated to reflect any changes to the terms of the Debt Financing made since October 2005, the Virgin Mobile Acquisition and the business, assets, financial condition and prospects of the Virgin Mobile Group) 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

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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.

(c)                                  To the extent that Successful Syndication (as defined in the Senior Fees Letter) 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 and Tranche B1 in a manner consistent with the foregoing terms of this paragraph 5 until such time that Successful Syndication (as defined in the Senior Fees Letter) 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 accordance with the terms of the syndication strategy to be agreed between the Mandated Lead Arrangers, Joint Bookrunners 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.

(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

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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, the Virgin Mobile 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.

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9.             Exclusivity

In consideration of our entering into this Commitment Letter you agree that during the period from the date of your counter-signature of this Commitment Letter to 2 October 2006:

(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)                                 without our prior written consent, you will not negotiate with any other bank or financial institution any financing of the Merger 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 Joint Bookrunners, the Mandated Lead Arrangers or the Underwriters as the bookrunners, arrangers and underwriters of the Debt Financing (save as contemplated by paragraph 18).

10.          Delegation

Each of the Mandated Lead Arrangers and the Underwriters may employ the services of any of its affiliates in providing the services contemplated by this Commitment Letter and reserves the right to allocate, in whole or in part, to such affiliates the fees payable under this Commitment Letter in such manner as they and such affiliates may agree in their sole discretion. You acknowledge that the Mandated Lead Arrangers, the Underwriters and such affiliates may share with each other any information related to the Group, the Debt Financing or any of the matters contemplated by the Commitment Documents. Any such affiliate may rely on this Commitment Letter.

11.          Announcement

You and we both agree that none of us nor any of our respective affiliates shall make any announcement relating to the Debt Financing without the prior consent of the other persons save to the extent that such announcement is required by law or to comply with the rules of any regulatory body or applicable securities exchange to which you are subject.

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 (which fees and expenses shall be distributed among the Mandated Lead Arrangers and Underwriters, at the sole discretion of the Joint Bookrunners), and to pay to the 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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.

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(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 Merger 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-Merger 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 Merger 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 Merger 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 Merger 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, Tranche A1, Tranche B1 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 Merger 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 Merger Closing Date;

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(ii)                                  if NTL Inc. receives a negative IRS Ruling prior to the Merger 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 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 Merger Closing Date; or

(iii)                               if NTL Inc. receives neither a negative nor a positive IRS Ruling prior to the Merger 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 Merger 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 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 such steps are completed on the same business day and in any event by no later than 10 business days after such negative IRS Ruling is received;

(2)                                  if a positive IRS Ruling is obtained prior to the date falling 10 business days prior to the Structuring Completion Date, at the option of the Borrowers:

(A)                              to deliver a Structure Notice and thereafter to implement each of Steps 3 to 10 set out on the page headed “Post Combination Restructuring – Second Alternative (Structure 2)” of the Steps Paper, culminating in the structure set out on the page headed “Second Alternative (Structure 2) – Final Structure”, such that all such steps are completed on the same business day and in any event by no later than 10 business days after such positive IRS Ruling is received; or

(B)                                to implement each of Steps 3 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 such steps are completed on the same business day and in any event by no later than 10 business days after such positive IRS Ruling is received; and

(3)                                  if neither a negative nor a positive IRS Ruling is obtained prior to the date falling 10 business days prior to the Structuring Completion Date, to implement each of Steps 3 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 such steps are completed on the same business day and in any event by no later than the Structuring Completion Date.

(d)                                 At any time after the Structuring Date, (i) references in the Commitment Documents to the “Debt Financing” shall be construed as references to the Debt Financing after taking account of the restructuring effected pursuant to the terms of this paragraph 13 and (ii) references to the “Senior Facilities” shall mean the Senior Facilities including Tranche B.

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14.                               Accession of Additional Underwriters

(a)                                  Each of the Initial MLAs and the Initial Underwriters may, at any time following consultation with you, require that any one or more additional lenders become party to the Commitment Documents as an additional underwriter (each, an “Additional Underwriter” and, together with the Initial Underwriters, the “Underwriters”) by executing an accession notice substantially in the form of Annex 2 to this Commitment Letter or with such amendments as the Initial MLAs and Initial Underwriters may agree (an “Accession Notice”). You agree, promptly upon request by the Initial MLAs, to countersign any Accession Notice for such purpose and upon your countersignature thereof, you agree to the roles or titles granted to such Additional Underwriters as specified in such Accession Notice and to the commitment of each such Additional Underwriter as an underwriter of the Debt Financing.

(b)                                 Upon the execution of an Accession Notice:

(i)                                     the relevant Additional Underwriter and each of the then existing parties to this Commitment Letter will assume such obligations towards one another and/or acquire such rights against each other as they would each have assumed or acquired had the relevant Additional Underwriter been an original party hereto as an Underwriter and the relevant Additional Underwriter shall become a party to the Commitment Documents as an Underwriter;

(ii)                                  the commitments of the Initial Underwriters (as at the date of the relevant Accession Notice) under the Senior Facilities and/or the Bridge Facility (as applicable) shall be reduced on a pro rata basis by an amount which, when aggregated together, is equal to the commitment of the relevant Additional Underwriter (as specified in the Accession Notice) under the Senior Facilities and/or the Bridge Facility (as applicable); and

(iii)                               each Additional Underwriter that has, pursuant to the relevant Accession Notice, been appointed as an additional mandated lead arranger (each, an “Additional Mandated Lead Arranger” and together with the Initial MLAs the “Mandated Lead Arrangers”) under the Senior Facilities or the Bridge Facility, as applicable, shall thereafter be deemed to be a Mandated Lead Arranger for the purposes of the  Commitment Documents.

(c)                                  Each Additional Underwriter that has executed an Existing Accession Notice may from time to time agree with the Initial MLAs, NTL Inc. and NTLIH, to amend the terms of such Existing Accession Notice by executing an amendment and restatement to such Existing Accession Notice, and the prior consent of any other Arranger, Underwriter or person shall not be required.

15.                               Governing Law and Jurisdiction

This Commitment Letter (including the attached Annexes and Appendices, other than Appendix A-1 and Appendix A-2) shall be governed by and construed in accordance with English law. Appendices A-1 and A-2 shall be governed by and construed in accordance with New York law.

You and we agree that the courts of England have jurisdiction to settle any disputes in connection with the Commitment Documents (other than Appendices A-1 and A-2) and accordingly you and we submit to the exclusive jurisdiction of the English courts and waive any defence of inconvenient forum which may be available.

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16.          Third Party Reliance

Save as expressly provided otherwise in this Commitment Letter, a person who is not a party to this Commitment Letter may not rely on it and the terms of the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ are excluded. The parties to this Commitment Letter may amend this Commitment Letter in writing without the consent of any third party.

17.          Survival

In any event, the provisions of paragraphs 7, 8, 11, 12,  15, 16, 17 and 18 of this Commitment Letter shall survive the termination of the obligations of any of the parties under this Commitment Letter or its expiry.

18.          Commitment and Termination

(a)                                  The commitments of the Initial MLAs and the Initial Underwriters under this Commitment Letter will commence upon your signature, and return of the Commitment Documents and upon such signature the commitments as set out in the Original Commitment Letter shall terminate, but without prejudice to paragraph 17 of the Original Commitment Letter.

(b)                                 Following your acceptance of this Commitment Letter as provided in sub-paragraph (a) above, this Commitment Letter shall terminate on the earlier of:

(i)                                     on 2 October 2006, unless the first drawdown under the Senior Facilities has occurred on or before that date; or

(ii)                                  the termination of the Merger Agreement other than as a result of the Merger being consummated.

(c)                                  You may terminate the appointment of any Mandated Lead Arranger or the commitment of any Underwriter hereunder (by written notice to the other parties to this Commitment Letter) if such Mandated Lead Arranger or Underwriter breaches any term of the Commitment Documents relating to a failure to fund its commitments in accordance with this Commitment Letter and upon such termination you shall (save as provided in this paragraph 18) have no further obligations to such Mandated Lead Arranger or Underwriter under the Commitment Documents.

(d)                                 You may, on not less than 5 business days prior written notice to the Initial MLAs, terminate the commitments hereunder with respect to Tranche A1 and Tranche B1 (in whole but not in part only) if the Baseball Scheme either fails, is withdrawn, is amended in a manner which would have the affect of failure to satisfy the initial conditions precedent to the availability of Tranche A1 and Tranche B1 or a takeover offer under the City Code is made by the Baseball Bidcos.

19.                               Classification

We will treat you for the purposes of our respective appointments as lead arranger and underwriter under this Commitment Letter, as an intermediate customer within the meaning of and for the purposes of the Financial Services Authority Handbook of Rules and Guidance (the “Handbook”). In addition, you agree that you will, at any time upon the request of the Mandated Lead Arrangers and the Underwriters and in connection with the requirements set out in the Handbook, provide the Mandated Lead Arrangers and the Underwriters within a reasonable period after such request, documentation evidencing the existence, ownership and control of any obligors under the loan documentation in relation to the Debt Financing.

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20.          Amendments and Waivers

(a)                                  Subject to sub-paragraph (b) hereof, any provision of the Steps Paper or this Commitment Letter or any of the Annexes or Appendices hereto may be amended, waived, varied or modified with the agreement of NTL Inc., the Initial MLAs and those Underwriters whose commitments aggregate to more than 66 2/3% of the total commitments under the Senior Facilities (with respect to any matter relating to the Senior Facilities) or 50.1% of the total commitments under the Bridge Facility (with respect to any matter relating to the Bridge Facility), as applicable, and any such amendment or waiver will be binding on all parties hereto.

(b)                                 Any amendment, waiver, variation or modification shall require the consent of each of the Mandated Lead Arrangers and Underwriters affected thereby, if it results in:

(i)            any increase in, or extension of maturity of, any commitment;

(ii)                                  any reduction in the Interest Margin, any changes to the margin ratchet grid or any reduction in the fees payable to the Mandated Lead Arrangers and the Underwriters or any other amounts payable under the Commitment Documents;

(iii)                               any change in the currency of any payment to be made to the Mandated Lead Arrangers and the Underwriters under the Commitment Documents;

(iv)                              any amendments, waivers, variations or modifications to paragraph 13 or to the Steps Paper, unless such amendments, waivers, variations or modifications do not, in the reasonable opinion of the Initial MLAs, materially prejudice the interests of the Mandated Lead Arrangers and Underwriters; or

(v)                                 any amendment, variation or modification to this paragraph.

21.          General

The offer contained in this Commitment Letter shall remain in effect until close of business in New York on 3 March 2006 at which time it will expire, unless written acceptance of each of the Commitment Documents has been received by each of the Initial MLAs (marked for the attention of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (in the case of Deutsche Bank AG, London Branch), ▇▇▇▇ ▇▇▇▇▇ (in the case of ▇.▇. ▇▇▇▇▇▇ Plc), ▇▇▇▇▇ ▇▇▇▇▇▇▇ (in the case of The Royal Bank of Scotland plc) and ▇▇▇▇▇▇ ▇▇▇▇ (in the case of ▇▇▇▇▇▇▇ ▇▇▇▇▇ International)) from you in accordance with the instructions set out above.

This Commitment Letter may be signed in any number of counterparts, which shall have the same effect as if the signatures on the counterparts were signatures on a single copy of this Commitment Letter.

The provisions of this Commitment Letter supersede all prior oral and/or written understandings and agreements related to the Financing and together with the other Commitment Documents shall (until the execution and delivery of the Financing Documentation), comprise the entire agreement (in respect of the matters referred therein) between us.

Please indicate your acceptance of this Commitment Letter by countersigning this Commitment Letter in the space indicated below, whereupon it shall constitute a binding agreement between us and return it together with the other signed Commitment Documents to each of the Initial MLAs (marked in each case for the attention of the relevant person specified above).

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We look forward to your favourable response to our proposal and to your mandate to us to proceed with this transaction.

Yours faithfully,

The Initial MLAs

For and on behalf of

DEUTSCHE BANK AG, LONDON BRANCH

For and on behalf of

▇.▇. ▇▇▇▇▇▇ PLC

Name:

Title:

For and on behalf of

THE ROYAL BANK OF SCOTLAND PLC

Name:

Title:

For and on behalf of

▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL

Name:

Title:

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The Initial Underwriters

For and on behalf of

DEUTSCHE BANK AG, LONDON BRANCH

For and on behalf of

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

Name:

Title:

For and on behalf of

THE ROYAL BANK OF SCOTLAND PLC

Name:

Title:

For and on behalf of

▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P.

Name:

Title:

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We accept and agree the terms of the foregoing letter.

For and on behalf of
NTL INCORPORATED

Name:

Title:

Date:

For and on behalf of
NTL INVESTMENT HOLDINGS LIMITED

Name:

Title:

Date:

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ANNEX 1

Indemnification

1.                                       In the event that any of the Mandated Lead Arrangers, the Underwriters or any of their respective affiliates or any of their respective partners, directors, agents, advisers or employees (each a “Relevant Person”) becomes involved in any capacity in any action, proceeding, or investigation brought by or against any person, including without limitation shareholders of the NTL Inc., the Borrowers or any of their respective subsidiaries arising out of, in connection with or as a result of either the commitment or any matter referred to in the Commitment Documents, you agree promptly on request to reimburse the Relevant Person for its reasonable legal and other expenses (including the reasonable cost of any investigation and preparation of any defence) arising out of or incurred in connection therewith. You also agree (provided that in doing so, you and your subsidiaries’ respective positions are not prejudiced (including by acting contrary to any confidentiality undertaking or so as to prejudice any legal privilege to which they are entitled)) to afford reasonable cooperation to each Relevant Person and to give, so far as you are able to procure the giving of, all such information and render all such assistance to the Relevant Persons as they may reasonably request in connection with any such action, proceeding or investigation and not to take any action which might reasonably be expected to prejudice the position of a Relevant Person in relation to any such action, proceeding or investigation without the consent of the Relevant Person concerned (such consent not to be unreasonably withheld). Notwithstanding the aforesaid, you shall not be liable for any reimbursement or obliged to give any information or render any assistance or be precluded from taking any action pursuant to this paragraph, to the extent that any action, proceeding or investigation arises from the gross negligence or wilful misconduct of the Relevant Person in performing the services that are the subject of the Commitment Documents.

2.                                       You also agree to indemnify and hold harmless each Relevant Person from and against any and all losses, liabilities, claims, damages, and reasonable costs or expenses incurred by such Relevant Person in connection with or as a result of any action, claim, investigation or proceeding commenced in relation to its appointments or commitments or any matter referred to in the Commitment Documents and in particular (without limitation to the generality of the foregoing) arising out of or in relation to or in connection with any untrue statement (or alleged untrue statement) of a material fact contained in any preliminary or final offering materials or information memorandum prepared in connection with the Debt Financing (including, without limitation, any preliminary summary of the Debt Financing prepared by the Mandated Lead Arrangers) or any filings with or submissions to any governmental or self regulatory authority or agency or securities exchange, in each case, approved by you or your professional advisers on your behalf, or caused by an omission (or alleged omission) to state therein a material fact necessary to make the statements therein in the light of the circumstances under which they are made, not misleading, except to the extent that any such losses, liabilities, claims, damages, costs or expenses are the result of gross negligence or wilful misconduct of the Relevant Person in performing the services that are the subject of the Commitment Documents.

3.                                       You also agree that the Relevant Persons shall not have any liability including, but not limited to, any direct, indirect, incidental or consequential damages to you or any person asserting  claims on your behalf arising out of or in connection with or as a result of performing the services that are the subject of the Commitment Documents, except (i) to the extent such liability is the result of gross negligence or wilful misconduct of the Relevant Person in performing the services that are the subject of the Commitment Documents or (ii) liability of the Relevant Person to you resulting from a breach of such Relevant Person’s obligations under the Commitment Documents.

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4.                                       Each Relevant Person may rely on the terms of this Commitment Letter.

5.                                       No provision of this Commitment Letter shall apply so as to exclude any liability of the Relevant Persons which by the Handbook or other applicable law or regulations cannot be excluded by agreement with you.

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ANNEX 2

FORM OF ACCESSION NOTICE

This accession notice is entered into on [•] by [name of Institution] (the “Additional Underwriter”) in favour of each of the parties (as at the date hereof) to the commitment letter dated [•] February 2006 (which amends and restates a commitment letter dated 14 December 2005) originally addressed to NTL Inc. and NTLIH by the Initial MLAs and the Initial Underwriters (the “Commitment Letter”).

1.                                      Terms defined in the Commitment Letter shall, subject to any contrary indication, have the same meanings in this accession notice.

2.                                      The Additional Underwriter shall be conferred the title of  [Mandated Lead Arranger] [Joint Lead Arranger][other] in relation to the Senior Facilities [and [•] in relation to the Bridge Facility] [and accepts its appointment as [•] under the Engagement Letter] (1)

3.                                      [Name of Institution] agrees to commit:

(a)           £[•] of the Senior Facilities to be allocated as follows: (2)            [•]

(b)           £[•] of the Bridge Facility] (3).

Such underwriting shall reduce pro rata the commitments of the Initial Underwriters.

4.                                      The Additional Underwriter confirms that it has received a copy of the Commitment Letter together with such other information as it has required in connection with this transaction and that it has not relied and will not rely on the Initial MLAs or the Initial Underwriters to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such information and further agrees that it has not relied and will not rely on the Initial MLAs or the Initial Underwriters to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Group.

5.                                      The Additional Underwriter undertakes, upon its becoming party to the Commitment Letter, to perform in accordance with their terms all those obligations expressed to be undertaken under the Commitment Letter by a [Mandated Lead Arranger and Underwriter], and agrees that it shall be bound by the Commitment Letter as if it had been an original party thereto as a [Mandated Lead Arranger and Underwriter], provided that notwithstanding the provisions of paragraph 5(a)(i) of the Commitment Letter, the Additional Underwriter agrees to maintain its commitments under paragraph 3 above until close of primary syndication unless otherwise agreed with the Initial MLAs.

6.                                      None of the Initial MLAs and the Initial Underwriters make any representation or warranty and assume no responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of the Commitment Letter, any other Commitment Document or other document relating to it and assume no responsibility for the financial condition of the Group or for the performance and observance by any member of the Group of any of its obligations under the Commitment Letter, any Commitment Document or any other document relating to it and any and all such conditions and warranties, whether express or implied by Law or otherwise, are excluded.

(1) Delete and complete as applicable.

(2) Insert details of allocation.

(3) Complete as applicable.

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7.                                      Each of the Initial MLAs and the Initial Underwriters gives notice that nothing in this accession notice or in the Commitment Letter (or any Commitment Document or other document relating to it) shall oblige such Initial MLA or such Initial Underwriter (a) to accept a re-transfer from the Additional Underwriter of the whole or any part of its rights, benefits and/or obligations under the Commitment Documents transferred pursuant to this accession notice or (b) to support any losses directly or indirectly sustained or incurred by the  Additional Underwriter for any reason whatsoever (including the failure by any member of the Group or any other party to the Commitment Documents (or any document relating to them) to perform its obligations under any such document) and the  Additional Underwriter acknowledges the absence of any such obligation as is referred to in (a) and (b) above.

8.                                      In consideration of execution of this accession notice by the Additional Underwriter, the Initial MLAs and the Initial Underwriters agree to pay to the Additional Underwriter the fees as set out in the additional fees letter made between the Additional Underwriter, the Initial MLAs and the Initial Underwriters on or about the date hereof.

This accession notice may be signed in any number of counterparts, which shall have the same effect as if the signatures of the counterparts were signatures on a single copy of this accession notice.

This accession notice and the rights, benefits and obligations of the parties hereunder shall be governed by and construed in accordance with English Law.

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The Additional Underwriter

For and on behalf of

[Name of Additional Underwriter]

Name:

Title:

Acknowledged and agreed:

The Initial MLAs

For and on behalf of

DEUTSCHE BANK AG, LONDON BRANCH

For and on behalf of

▇.▇. ▇▇▇▇▇▇ PLC

Name:

Title:

For and on behalf of

THE ROYAL BANK OF SCOTLAND PLC

Name:

Title:

For and on behalf of

▇▇▇▇▇▇▇ SACHS INTERNATIONAL

Name:

Title:

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The Initial Underwriters

For and on behalf of

DEUTSCHE BANK AG, LONDON BRANCH

For and on behalf of

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

Name:

Title:

For and on behalf of

THE ROYAL BANK OF SCOTLAND PLC

Name:

Title:

For and on behalf of

▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P.

Name:

Title:

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Acknowledged and agreed:

For and on behalf of

NTL INCORPORATED

Name:

Title:

For and on behalf of

NTL INVESTMENTS HOLDINGS LIMITED

Name:

Title:

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APPENDIX A-1

PROJECT VANILLA

Commercial Terms of Proposed Senior Bridge Facility

All capitalized terms used herein but not defined herein shall have the meanings provided in the Commitment Letter.

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3

4

5

6

7

8

9

10

ANNEX I

Senior Bridge Facility
Interest Rates

APPENDIX A-2

CONFIDENTIAL

To:          NTL Incorporated
                NTL Investment Holdings Limited
                ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
                ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attn :      ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman

3 March 2006

Project Vanilla - Notes Engagement Letter

Dear Sirs:

NTL Incorporated (“NTL Inc.”) and NTL Investment Holdings Limited (“NTL IH” and, together with NTL Inc. and its other subsidiaries, the “NTL Group”) have advised Deutsche Bank AG, London Branch, JPMorgan Chase Bank, National Association, The Royal Bank of Scotland plc and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P. and/or their respective designated affiliates (the “Arrangers”) that NTL Inc., through an affiliated company, including Telewest Group, wishes to issue and sell the Notes, as defined in the Note Term Sheet attached as Exhibit A hereto and incorporated herein (the “Term Sheet”), either (a) to fund consideration required to effect the merger, under an amended and restated agreement and plan of merger, dated 14 December 2005 (as amended by Amendment No. 1 dated 30 January 2006), among Telewest Global, Inc., a Delaware corporation, (“Telewest” and, together with its subsidiaries, the “Telewest Group”), Neptune Bridge Borrower LLC, a Delaware limited liability company (“Merger Sub”), and NTL Inc., of NTL, Inc. with Merger Sub (the “Merger”) and/or (b) refinance a senior bridge facility incurred in connection with the Merger, as well as to pay fees and expenses, in each case on substantially the terms, and subject to the conditions, set forth in the Term Sheet.  Capitalized terms used but not defined herein have the meanings assigned to them in the Term Sheet.  In this Engagement Letter the term “you” shall refer to NTL Inc. and NTL IH collectively.

This letter amends and replaces in its entirety the Notes Engagement Letter dated 14 December 2005 (the “Original Notes Engagement Letter”) (which amended and replaced the Notes Engagement Letter dated 2 October 2005) but without prejudice to any Accession Notice entered into in connection with the Original Notes Engagement Letter (each, an “Existing Accession Notice”), which shall remain in full force and effect as if entered into in connection with this letter.  The Arrangers confirm that each of the Underwriters who have executed an Existing Accession Notice has consented to the amendment and replacement of the Original Notes Engagement Letter by this letter.

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Accordingly, the parties hereto agree as follows:

1.             Engagement

(a)           NTL Inc. and NTL IH hereby retain the Arrangers, and the Arrangers agree to act, subject to the terms and conditions of this letter (the “Engagement Letter”) and as further set forth in the Term Sheet, as the exclusive book-running lead managing underwriters (the “Book-Running Lead Managers”) as detailed in the Term Sheet, in connection with the issuance, sale or resale of the Notes (the “Offering”), with (except as otherwise agreed by the Arrangers) economic participation commensurate with each Arranger’s participation in the Bridge Facility (as defined in the Appendix A-1 of the Commitment Letter to which this Engagement Letter is attached (such Appendix, the “Bridge Term Sheet”)).  ▇.▇. ▇▇▇▇▇▇ Securities Ltd. is authorized and appointed by NTL Inc. and NTL IH to organize the book building process in consultation with, and subject to the approval (not to be unreasonably withheld) of, NTL Group, in connection with the issuance, sale or resale of the Notes.

(b)           NTL Inc. and NTL IH has or will retain BNP Paribas and HSBC Bank plc or their respective affiliates as co-lead managers and Calyon and Fortis Bank S.A./N.V. or their respective affiliates as co-managers pursuant to the terms of the Commitment Letter. Such co-managers shall agree to act, subject to the terms and conditions of this Engagement Letter and in a form agreed with the Arrangers, as co-managers (in such capacity, the “Co Managers” and, together with the Book-Running Lead Managers, the “Underwriters”), in connection with the Offering.

Any co-manager or other title awarded in connection with the Offering shall be subject to the consent of the Arrangers, such consent not to be unreasonably withheld.  Each of the Arrangers reserves the right not to participate in any Offering, and the foregoing is not an agreement by any of the Arrangers to underwrite, place or purchase any Notes or otherwise provide any financing.  In connection with any Offering in which any Arranger elects to participate, the issuer of the Notes shall enter into an underwriting agreement, placement agency agreement or purchase agreement, as applicable, with the Arrangers, which agreement shall be consistent with this letter agreement and otherwise in a mutually acceptable form not less favorable to NTL Inc. than the equivalent provisions in similar agreements most recently entered into by NTL Inc..

(c)           In connection with any offering of the Notes, (i) ▇.▇. ▇▇▇▇▇▇ Securities Ltd. or its designated affiliate will appear on the left on the cover of any offering circular or prospectus and (ii) will (A) act as the stabilization manager of such offering, (B) establish the schedule for investor meetings, (C) assist NTL Inc. and NTL IH with the rating agency process and (D) coordinate pre marketing activity.

(d)           In consideration of the entry by the Arrangers into this letter, each of NTL Inc. and NTL IH agrees that during the period from 2 October 2005 to the termination of this Engagement Letter in accordance with its terms it will not, and will cause its affiliates, including the Telewest Group, not to, initiate, solicit or enter into any discussions or negotiations looking toward the issuance, offering or sale of the Notes to any third parties, except through the Arrangers.  In addition, each of NTL Inc. and NTL IH agrees that from 2 October 2005 until the earlier of the termination of this letter agreement or the closing of the sale of the Notes, it will not offer, sell, contract to sell or otherwise dispose of any securities substantially similar to the Notes without the Arrangers’ prior written consent.

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(e)           None of NTL Inc., NTL IH or any of their respective affiliates, including the Telewest Group, will, directly or indirectly (except through the Arrangers or as otherwise approved by them), sell or offer to sell any of the Notes or any other high-yield debt instrument (whether in the form of securities or loans or otherwise), during the term of this Engagement Letter.  Any such offer, sale or other disposition of Notes or other high-yield debt instrument during the term of this Engagement Letter will be treated for purposes of Section 4 hereof as if such sale or disposition were undertaken by the Arrangers directly (and the Arrangers will be entitled to a cash fee equal to the amount that would have been payable to them under Section 4 hereof in such circumstances).

(f)            The timing and terms of any Offering of the Notes (other than any Offering of Demand Securities) will be determined by NTL Inc. acting in consultation with the Arrangers.  In connection with such an Offering NTL Inc.  and NTL IH will (and will cause their respective subsidiaries or affiliates to) (i) prepare a Registration Statement on Form S-3 or similar form, or, at the option of NTL Inc., prepare an offering memorandum relating to the Notes in customary form for European high yield bond offerings pursuant to Rule 144A/Regulation S, with U.S. SEC registration rights (including, in each case, all historical, pro forma and other financial and other information required under applicable securities laws giving due regard to the financial condition and prospects of the Group and to the type of information and level of detail of such information that is reasonably required to market the Notes and specify whether any holders of Notes are selling Notes pursuant to such offering memorandum), (ii) satisfy (to the extent applicable) customary closing conditions and other requirements for such bond offerings, including delivery of legal opinions and auditors’ comfort letters, (iii) prepare, participate in and complete the appropriate ratings agency presentations, (iv) to the extent reasonably requested by the Arranger, list the Notes on the Irish Stock Exchange, Luxembourg Stock Exchange or another acceptable Western European stock exchange chosen by NTL Inc. and (v) prepare, participate in and complete a “road show” and meetings with research analysts.  In connection with any Offering of the Notes, NTL Inc., NTL IH or the issuer of the Notes, as applicable, will also enter into an underwriting agreement on terms not less favorable to NTL Inc. than similar agreements most recently entered into by NTL Inc..

(g)           In the event that NTL Inc. elects to proceed with an Alternative Financing Structure (as described in the Commitment Letter) then this Engagement Letter shall be construed to refer to the refinancing of the Alternative Bridge Facility set forth in Appendix A-5 of the Commitment Letter, with modifications described under “Alternative Structure” in the Term Sheet.

2.             Termination

This Engagement Letter agreement may be terminated at any time by any of the Arrangers (with respect to itself) upon written notice thereof to that effect and by you at any time after the earliest of (i) the first anniversary of the closing date of the Merger, (ii) receipt by NTL Group of aggregate proceeds of not less than an amount sufficient to repay in full the Bridge Facility and the application of such proceeds to repay the Bridge Facility in full (or at the time of any other repayment in full of the Bridge Facility), and (iii) termination of the Commitment Letter in accordance with

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its terms prior to any borrowing under the Debt Financing, in each case upon prior written notice to that effect to the relevant Underwriter(s).

Section 3 (Indemnification) shall terminate and be superseded by the applicable provisions of the Purchase Agreement (or other definitive documentation), if any, with respect to claims and other causes of action arising out of the sale of the Notes purchased pursuant to such Purchase Agreement (or other definitive documentation) provided that, in the event that a Purchase Agreement with respect to the Offering of the Notes is entered into, the indemnity provisions of that agreement shall supersede these in all respects.

Upon any termination of this Engagement Letter, the obligations of the parties hereunder shall terminate, except for their obligations under Section 3 (Indemnification), Section 4 (Fees and Expenses), Section 5 (Confidentiality), Section 6 (Governing Law) and Section 7 (Method and Manner of Payments) below.

3.             Indemnification

In consideration of the engagement hereunder, NTL Inc. and NTL IH shall jointly and severally indemnify, hold harmless and contribute to any losses of each Underwriter to the extent set forth in Annex A hereto, which provisions are incorporated by reference herein and constitute a part hereof.

4.             Fees and Expenses

In consideration of the engagement hereunder, NTL Inc. and NTL IH shall pay the fees and expenses as set forth in the Term Sheet, which fees and expenses shall be distributed among the Underwriters, at the sole discretion of the Book-Running Lead Managers.

5.             Confidentiality

Each of the Underwriters agrees that it shall use all non-public information provided to it by or on behalf of you hereunder solely for the purpose of providing the services that are the subject of this letter agreement and shall treat confidentially all such information, provided that nothing herein shall prevent any Underwriter from disclosing any such information  (i) to rating agencies, (ii) to purchasers or prospective purchasers of the Notes in connection with an Offering of Notes, (iii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding (in which case we agree to promptly notify you to the extent lawfully permitted to do so), (iv) upon the request or demand of any regulatory authority having jurisdiction over such Arranger or any of its affiliates, (v) to the extent that such information becomes publicly available other than by reason of disclosure by such Underwriter in violation of this letter agreement or becomes available to such Underwriter or its affiliates from a source that is not known by such Underwriter to be subject to a confidentiality obligation to you, (vi) to such Underwriter’s employees, legal counsel, independent auditors and other experts or agents who need to know such information and are informed of the confidential nature of such information or (vii) to any of its affiliates (with such Underwriter being responsible for such affiliate’s compliance with this paragraph).   This undertaking by

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each Underwriter shall automatically terminate one year following the termination of such Underwriter’s engagement hereunder.

You agree that you will not disclose this letter agreement, the contents hereof or the activities of any Underwriter pursuant hereto to any person without the prior approval of such Underwriter, except that you may disclose this letter agreement and the contents hereof (i) to your shareholders, directors, employees, advisors and agents or (ii) as required by law or to comply with the rules of any regulatory body or applicable securities exchange to which you are or we are subject.

The provisions contained in this paragraph shall remain in full force and effect notwithstanding the termination of this Engagement Letter.

6.             Governing Law and Submission to Jurisdiction

This letter agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York.  EACH OF NTL INC. AND NTL IH AND EACH OF THE UNDERWRITERS IRREVOCABLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS ENGAGEMENT LETTER OR THE PERFORMANCE OF SERVICES OR OBLIGATIONS HEREUNDER.

Each of NTL Inc. and NTL IH and each of the Underwriters irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the County of New York over any suit, action or proceeding arising out of or relating to this letter agreement.  Service of any process, summons, notice or document by registered mail addressed to NTL Inc. shall be effective service of process against NTL Inc. and NTL IH for any suit, action or proceeding brought in any such court.  Service of process upon NTL Inc. at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ shall be deemed effective service of process against NTL Inc. and NTL IH for any such action or proceeding.  Each of NTL Inc. and NTL IH irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.  A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction NTL Inc. or NTL IH is or may be subject, by suit upon judgment.

7.             Method and Manner of Payments

All amounts payable hereunder shall be paid to the Arrangers and the Underwriters at their respective addresses in London, in each case, free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made or where the payor is located unless such deduction or withholding is required by applicable law, in which event, NTL Inc. and NTL IH will pay additional amounts so that each such party receives the amount that it would otherwise have received but for such deduction or withholding.  Each of NTL Inc. and NTL IH hereby agrees jointly and severally to

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indemnify each such party from and against the full amount of any such taxes, levies, imposts, duties, charges or other deductions or withholdings paid by them and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto, whether or not such taxes, levies, imposts, duties, charges or other deductions or withholdings were correctly or legally asserted.

Without limiting the foregoing, all amounts payable to each such party under the terms of this Engagement Letter will be exclusive of value added tax or any similar taxes (“VAT”) and all amounts charged by such party or for which any of them is to be reimbursed will be invoiced together with VAT, where appropriate.

8.             Disclosure

In connection with their engagement hereunder, the Arrangers shall assist you in preparing a prospectus, offering memorandum, private placement memorandum or other document to be used in connection with the Offering.  You shall furnish the Arrangers with all financial and other information concerning the NTL Group and the Telewest Group, the Merger, the financing thereof and related matters (the “Information”) that the Arrangers may reasonably request for inclusion in any offering document or otherwise.  You represent that (i) the Information, other than projections, taken as a whole, and the offering document will be complete and correct in all material respects and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) all historical financial data provided to the Arrangers will be prepared in accordance with Regulation S-X and with generally accepted accounting principles and practices then in effect in the United States  and will fairly present in all material respects the financial condition and operations of the NTL Group and the Telewest Group and (iii) any projections, financial or otherwise, provided to the Arrangers will be prepared in good faith with a reasonable basis for the assumptions and the conclusions reached therein and on a basis consistent with the NTL Group’s or the Telewest Group’s historical financial data, as applicable; it being understood that actual results may vary from such projections.  You agree to notify the Arrangers promptly of any material adverse change, or development that may lead to any material adverse change, in the business, properties, operations, financial condition or prospects of the NTL Group or the Telewest Group or concerning any statement contained in any offering document or in any historical financial data provided to the Arrangers which is not accurate or which is incomplete or misleading in any material respect.  Each of the Arrangers may rely, without independent verification, upon the accuracy and completeness of the Information and any offering document, and none of the Arrangers assumes any responsibility therefor.

9.             Miscellaneous

This Engagement Letter (including the Term Sheet), contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto.  This Engagement Letter may not be amended or modified except by a writing executed by each of the parties hereto.  Section headings herein are for convenience only and are not a part of this Engagement Letter.  This Engagement Letter agreement is solely for the benefit of NTL Inc., NTL IH and the Arrangers and Underwriters and, except as set forth in the

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sixth paragraph of this Section 9 and Annex A, no other person shall acquire or have any rights under or by virtue of this Engagement Letter.

If any term, provision, covenant or restriction in this Engagement Letter is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  NTL Inc. and NTL IH and the other parties hereto shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

Each of NTL Inc. and NTL IH further represents and agrees that no offers or sales of securities of the same or a similar class as the Notes have been made or will be made by NTL Inc. or NTL IH or any of their affiliates, including the Telewest Group, or on its or their behalf which would be integrated with the offer and sale of the Notes under the doctrine of integration referred to in Regulation D under the Securities Act of 1933, as amended.  Each of NTL Inc. and NTL IH acknowledges that each of the Underwriters has been retained solely to provide the services set forth in this letter agreement.  In rendering such services, each such Underwriter shall act as an independent contractor, and any duties of such Underwriter arising out of its engagement hereunder shall be owed solely to NTL Inc. and NTL IH.

NTL Inc. and NTL IH acknowledge that each of the Underwriters is a securities firm that is engaged in securities trading and brokerage activities, as well as providing investment banking and financial advisory services.  In the ordinary course of trading and brokerage activities, each of the Underwriters and their respective affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity securities of entities that may be involved in the transactions contemplated hereby.  Each of the Underwriters recognizes its responsibility for compliance with federal securities laws in connection with such activities.

In addition, each of the Underwriters and its respective affiliates may from time to time perform various investment banking, commercial banking and financial advisory services for other clients and customers who may have conflicting interests with respect to you or the Offering.  None of the Underwriters or their respective affiliates will use confidential information obtained from you pursuant to this engagement or their other relationships with you in connection with the performance by the Underwriters and their respective affiliates of services for other companies.  You also acknowledge that the Underwriters and their respective affiliates have no obligation to use in connection with this engagement, or to furnish to you, confidential information obtained from other companies.

Furthermore, you acknowledge that each of the Underwriters and its respective affiliates may have fiduciary or other relationships whereby such Underwriter and its affiliates may exercise voting power over securities of various persons, which securities may from time to time include securities of you, potential purchasers of the Notes or others with interests in respect of the Offering.  You acknowledge that each of the Underwriters and its respective affiliates may exercise such powers and otherwise perform their functions in connection with such fiduciary

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or other relationships without regard to such Underwriter’s relationship to you hereunder.

You acknowledge that none of the Underwriters is an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction.  You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated hereby, and none of the Underwriters shall have any responsibility or liability to you with respect thereto.

Each of the Arrangers and the Underwriters reserves the right to employ the services of certain affiliates (the “Investment Services Affiliates”) in providing services incidental to the offer and sale of the Notes, and each of NTL Inc. and NTL IH agrees that, in connection with the provision of such services, each of the Arrangers and the Underwriters and the Investment Services Affiliates may share with each other any confidential or other information relating to NTL Inc. and its subsidiaries and affiliates as from time to time they may possess; provided that each Investment Services Affiliate agrees in writing to be bound to the provisions of Section 5 (Confidentiality) hereof.

This Engagement Letter may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.

Telewest Global, Inc. will accede to this Engagement Letter upon completion of the Merger.

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If the foregoing correctly sets forth our understanding, please indicate NTL Inc.’s and NTL IH’s acceptance of the terms hereof by signing in the appropriate space below and returning to us the enclosed duplicate originals hereof, whereupon this letter shall become a binding agreement between us.

Very truly yours,

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Annex A:  Indemnification Provisions

Each of NTL Inc. and NTL IH shall jointly and severally indemnify and hold harmless each of the Arrangers and the Underwriters, their affiliates and their respective officers, directors, employees, agents, advisors and controlling persons (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with the transactions contemplated by the letter agreement to which this Annex A is attached (the “Engagement Letter”), the Notes described therein, the use of any proceeds of such Notes, or any related transaction, or any claim, litigation, investigation or proceedings relating to any of the foregoing (“Proceedings”) regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any reasonable legal or other expenses as they are incurred in connection with investigating or defending any of the foregoing; provided, however, that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are finally judicially determined by a court of competent jurisdiction not subject to further appeal to have resulted from the gross negligence or willful misconduct of such Indemnified Person.  By executing the Engagement Letter, each of NTL Inc. and NTL IH also (a) agrees not to, directly or through an affiliate, make any claim against any Indemnified Person for any special, indirect or consequential damages in respect of any breach or wrongful conduct (whether the claim therefor is based on contract, tort or duty imposed by law) in connection with, arising out of or in any way related to the omission or event occurring in connection therewith, except to the extent such claims or damages result from the gross negligence or willful misconduct of an Indemnified Person, and (b) waives, releases, and agrees not to, directly or through an affiliate, ▇▇▇ upon, any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in NTL Inc.’s or NTL IH’s favor.

If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then each of NTL Inc. and NTL IH shall contribute jointly and severally to the amount paid or payable to such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by NTL Inc. and NTL IH, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations; provided, however, that to the extent permitted by applicable law, each Indemnified Person shall not be responsible for amounts in the aggregate which are in excess of all fees received by such person in connection with this engagement.  It is hereby agreed that the relative benefits to NTL Inc. and NTL IH on the one hand and all Indemnified Persons on the other hand shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by NTL Inc. and NTL IH pursuant to the transactions contemplated by the Engagement Letter (whether or not consummated) bears to (ii) the fee actually paid to Indemnified Persons in connection with such sale.  The indemnity, reimbursement and contribution obligations of NTL Inc. and NTL IH under this Annex A shall be in addition to any liability which NTL Inc. and NTL IH may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heir and personal representatives of NTL Inc. and NTL IH and any Indemnified Person.

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Promptly after receipt by an Indemnified Person of notices of the commencement of any Proceedings, such Indemnified Person will, if a claim in respect thereof is to be made against an Indemnifying Party, notify NTL Inc. or NTL IH in writing of the commencement thereof; provided, however, that the omission to so notify NTL Inc. or NTL IH will not relieve it from any liability which it may have hereunder except to the extent it has been materially prejudiced by such failure.  In case any such Proceedings are brought against any Indemnified Person and it notifies NTL Inc. or NTL IH of the commencement thereof, NTL Inc. and NTL IH will be entitled to participate therein, and, to the extent that it may elect by prior written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person; provided, however, that if the defendants in any such Proceedings include both such Indemnified Person and NTL Inc. or NTL IH and such Indemnified Person shall have concluded that there may be legal defenses available to it which are different from or additional to those available to NTL Inc. or NTL IH, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Proceedings on behalf of such Indemnified Person.  Upon receipt of notice from NTL Inc. or NTL IH to such Indemnified Person of its election so to assume the defense of such Proceedings and approval by such Indemnified Person of counsel, NTL Inc. and NTL IH shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the preceding sentence, (ii) NTL Inc. or NTL IH shall not have employed counsel reasonably satisfactory to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement of the Proceedings or (iii) NTL Inc. or NTL IH shall have authorized in writing the employment of counsel for such Indemnified Person.

Capitalized terms used but not defined in this Annex A have the meanings assigned to such terms in the Engagement Letter to which this Annex A is attached.

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Exhibit A – Note Term Sheet

Indicative Term of the Notes

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APPENDIX A-3

SUMMARY OF PRINCIPAL TERMS & CONDITIONS

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