NTL Reaches Comprehensive Agreement To Implement Consensual Recapitalization

Business Wire, May 2, 2002

Business Editors

NEW YORK--(BUSINESS WIRE)--May 2, 2002

NTL Incorporated (OTCBB:NTLD; NASDAQ Europe:NTLI), announced today that the Company, a steering committee of its lending banks and an unofficial committee of its public bondholders have reached an agreement in principle on implementing the recapitalization plan announced last month.

The members of the bondholder committee hold in the aggregate over 50% of the face value of NTL and its subsidiaries' public bonds. In addition, France Telecom and certain other holders of the Company's preferred stock have also agreed to the plan.

As previously announced, under the recapitalization, approximately $10.6 billion in debt will be converted to equity of two newly formed companies -- NTL UK and Ireland which will hold primarily all of the Company's main UK and Ireland assets, and NTL Euroco which will hold primarily all of the Company's assets in continental Europe. In addition, the recapitalization plan contemplates the receipt from certain members of the unofficial committee of bondholders of a $500 million liquidity facility for the Company's UK and Ireland operations during the recapitalization process and post-recapitalization.

Separately, the steering committee for the banking syndicate for Cablecom, the Company's Swiss cable subsidiary, has implemented a plan for continued funding of Cablecom later this week. By providing for funding of Cablecom, this agreement has allowed the financing arrangements for NTL Euroco to be finalized as part of the overall recapitalization plan.

During the recapitalization process, NTL's operations will continue uninterrupted, customer service will be unaffected, suppliers will be paid in the ordinary course, and NTL's management will remain in place.

Commenting on the agreement, the Company's President and CEO, Barclay Knapp, said: "We are very pleased that the Company and all representative groups have reached an agreement in principal on an extremely complex recapitalization in record time. Although there is still work to do to implement the agreed upon plan, we are optimistic that we will be able to complete the recapitalization in an expeditious manner, with a final consummation to occur by the end of the third quarter of this year.

"Our plan will achieve virtually all of the objectives we set for ourselves in January. First and foremost, company operations will continue to be unaffected by the process and we will have sufficient capital resources to see us through end-to-end.

We now expect to emerge late this summer with a strong balance sheet and committed funding which is more than adequate to meet our business plan and any contingencies. Finally, we will emerge a much stronger competitor, having put in place not only a new balance sheet, but also a clearer and tighter operational focus as a result of these events."

The next step in implementing the recapitalization will be for the Company and certain of its U.S. and UK holding companies that have issued publicly traded bonds to file prearranged Chapter 11 cases under U.S. law. The agreement in principle contemplates that the filings will occur by May 6. None of NTL's operating companies will be affected.

Credit Suisse First Boston Corporation has served as lead financial advisor to NTL on the recapitalization. JP Morgan and Morgan Stanley have also advised the Company on the recapitalization.

Summary of the Recapitalization Plan:

-- The Company announced on April 16 that it had reached an agreement in
principle with an unofficial committee of a majority of its public bondholders,
to convert approximately $10.6 billion in debt and receive $500 million in new
financing.

-- NTL offers a wide range of communications services to homes and business
customers throughout the UK, Ireland, Switzerland, France, Germany and Sweden.

-- In the UK, over 11 million homes are located within NTL's fibre-optic
broadband network, which covers nearly 50% of the UK including, London,
Manchester, Nottingham, Oxford, Cambridge, Cardiff, Glasgow and Belfast. NTL
Home now serves around 3 million residential customers.

-- NTL Business is a (pound)600 million operation and customers include Royal
Bank of Scotland, Tesco, Comet, AT&T and Orange. NTL offers a broad range of
technologies and resources to provide complete multi-service solutions for
businesses from large corporations to local companies.

-- NTL Broadcast has a 47-year history in broadcast TV and radio transmission
and helped pioneer the technologies of the digital age. 22 million homes watch
ITV, C4 and C5 thanks to NTL's broadcast transmitters. With over 2300 towers
and other radio sites across the UK, NTL also provides a full range of wireless
solutions for the mobile communications industry.

More on NTL:

-- The Company announced on April 16 that it had reached an agreement in
principle with an unofficial committee of a majority of its public bondholders,
to convert approximately $10.6 billion in debt and receive $500 million in new
financing.

-- NTL offers a wide range of communications services to homes and business
customers throughout the UK, Ireland, Switzerland, France, Germany and Sweden.

-- In the UK, over 11 million homes are located within NTL's fibre-optic
broadband network, which covers nearly 50% of the UK including, London,
Manchester, Nottingham, Oxford, Cambridge, Cardiff, Glasgow and Belfast. NTL
Home now serves around 3 million residential customers.

-- NTL Business is a (pound)600 million operation and customers include Royal
Bank of Scotland, Tesco, Comet, AT&T and Orange. NTL offers a broad range of
technologies and resources to provide complete multi-service solutions for
businesses from large corporations to local companies.

-- NTL Broadcast has a 47-year history in broadcast TV and radio transmission
and helped pioneer the technologies of the digital age. 22 million homes watch
ITV, C4 and C5 thanks to NTL's broadcast transmitters. With over 2300 towers
and other radio sites across the UK, NTL also provides a full range of wireless
solutions for the mobile communications industry.