Supplementing the Indenture dated as of December 22, 1999 between NTL Incorporated and The Chase Manhattan Bank, as TrusteeFirst Supplemental Indenture • July 14th, 2000 • NTL Inc/De/ • Blank checks • New York
and THE CHASE MANHATTAN BANK, as TrusteeSupplemental Indenture • August 30th, 2000 • NTL Inc/De/ • Blank checks • New York
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2003 • NTL Europe Inc • Telephone communications (no radiotelephone) • New York
1 Exhibit 4.33 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of this 30th day of May, 2000, between NTL Incorporated, a Delaware corporation, f/k/a NTL Holdings Incorporated (the "Company"), and...Registration Rights Agreement • March 30th, 2001 • NTL Inc/De/ • Blank checks • New York
NTL (DELAWARE) INC. AS PARENT NTL CABLECOM HOLDING GmbH AS SHAREHOLDER CABLECOM GmbH AS PRINCIPAL BORROWER J.P. MORGAN PLC AND MORGAN STANLEY SENIOR FUNDING, INC. AS ARRANGERS AND JOINT BOOK MANAGERS J.P. MORGAN EUROPE LIMITED AS AGENT AND OTHERS...Credit Agreement • January 10th, 2003 • NTL Europe Inc • Telephone communications (no radiotelephone) • England
EXHIBIT 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of October 15, 2002 (the "Employment Agreement"), by and between NTL INCORPORATED (to be known as NTL Europe, Inc., from and after the Effective...Employment Agreement • January 10th, 2003 • NTL Europe Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 4.2 - AMENDMENT NO. 4 TO THE RIGHTS AGREEMENTRights Agreement • May 30th, 2000 • NTL Inc/De/ • Blank checks • Delaware
EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Agreement is made as of October 16, 2000 by and between NTL Incorporated (the "Company"), and Bruno Claude (the "Executive"). 1. Duties and Scope of Employment. (a) Positions; Duties. During the Employment Term...Employment Agreement • April 30th, 2002 • NTL Inc/De/ • Telephone communications (no radiotelephone) • New York
7% CONVERTIBLE SUBORDINATED NOTES DUE 2008Second Supplemental Indenture • August 30th, 2000 • NTL Inc/De/ • Blank checks • New York
EXHIBIT 3 RIGHTS AGREEMENT Dated as of January 10, 2003 By and between NTL EUROPE, INC.Rights Agreement • January 10th, 2003 • NTL Inc/De/ • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Agreement is made as of December 6, 2000 by and between NTL Incorporated (the "Company"), and Stephen Carter (the "Executive"). 1. Duties and Scope of Employment. (a) Positions; Duties. During the Employment Term...Employment Agreement • April 30th, 2002 • NTL Inc/De/ • Telephone communications (no radiotelephone) • England and Wales
W I T N E S S E T H: -------------------- WHEREAS, Verizon and the Company are Parties to a Registration Rights Agreement dated as of February 2, 2000, as amended as of November 30, 2000, (the "Registration Rights Agreement"); WHEREAS, the Parties to...Registration Rights Agreement • July 24th, 2001 • NTL Inc/De/ • Blank checks • New York
Date: 28 March 2002 CREDIT AGREEMENT, ORIGINALLY FOR L1,300,000,000, DATED 30 MAY 2000 (AS FROM TIME TO TIME AMENDED, VARIED, SUPPLEMENTED OR NOVATED) AND MADE BETWEEN (AMONGST OTHERS) NTL COMMUNICATIONS CORP. AS PARENT, NTL (UK) GROUP INC. AS...Credit Agreement • April 16th, 2002 • NTL Inc/De/ • Telephone communications (no radiotelephone)
1 Exhibit 4.39(d) AMENDMENT NO. 4 TO THE RIGHTS AGREEMENT AMENDMENT NO. 4 TO THE RIGHTS AGREEMENT (this "Amendment"), dated as of May 17, 2000, by and among NTL INCORPORATED, a Delaware corporation (the "Company"), NTL HOLDINGS INCORPORATED, a...Rights Agreement • March 30th, 2001 • NTL Inc/De/ • Blank checks • Delaware
and SFG VI INC. 2 This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of June 22, 2001 by and among NTL Incorporated, a Delaware corporation ("NTL INCORPORATED" or the "COMPANY"), NTL (Delaware), Inc., a Delaware...Registration Rights Agreement • July 24th, 2001 • NTL Inc/De/ • Blank checks • New York
Exhibit 10.9 TAX SHARING AGREEMENTTax Sharing Agreement • January 10th, 2003 • NTL Europe Inc • Telephone communications (no radiotelephone) • New York
NATIONAL TRANSCOMMUNICATIONS SPAIN S.L. (NTL SPAIN) NTL AUSTRALIA SPV, INC. (SPV)Share Sale Agreement • April 16th, 2002 • NTL Inc/De/ • Telephone communications (no radiotelephone) • New South Wales
EXHIBIT 10.6 EMPLOYMENT AGREEMENT This Agreement is made as of October 15, 2002 by and between Cablecom GmbH (the "Company"), and Bruno Claude (the "Executive"). 1. Duties and Scope of Employment. (a) Positions; Duties. During the Employment Term (as...Employment Agreement • January 10th, 2003 • NTL Europe Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.12 [GRAPHIC] TRAVERS SMITH BRAITHWAITE Dated January 9, 2003 (1) NTL COMMUNICATIONS CORP. (2) NTL INCORPORATED (3) NTL (DELAWARE), INC. (4-9) VARIOUS SUBSIDIARIES OF NTL INCORPORATED (10) CABLE & WIRELESS PUBLIC LIMITED COMPANY (11-12)...Novation Agreement • January 10th, 2003 • NTL Europe Inc • Telephone communications (no radiotelephone) • New York
1) NTL INCORPORATED (FORMERLY NAMED NTL COMMUNICATIONS CORP.) (2) NTL EUROPE, INC. (FORMERLY NAMED NTL INCORPORATED)Transitional Services Agreement • January 10th, 2003 • NTL Europe Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.5 CONTRACT OF EMPLOYMENT (THE "AGREEMENT")Contract of Employment • January 10th, 2003 • NTL Europe Inc • Telephone communications (no radiotelephone)
EXECUTION COPY THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AMENDMENT (this "Amendment") dated as of June __, 2001, is by and between Verizon Communications Inc., a Delaware corporation formerly known as Bell Atlantic Corporation ("Verizon"), and...Registration Rights Agreement • July 24th, 2001 • NTL Inc/De/ • Blank checks • New York
EXHIBIT 10.3 ------------ EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of October 15, 2002 (the "Employment Agreement"), by and between NTL INCORPORATED (to be known as NTL Europe, Inc., from and after the Effective Date (as defined below),...Employment Agreement • January 10th, 2003 • NTL Europe Inc • Telephone communications (no radiotelephone) • New York
Date: 8 March 2002 To: NTL Communications Corp. 110 East 59th Street New York NY 10022 U.S.A. NTL Communications Limited and NTL (UK) Group, Inc. NTL House Bartley Wood Business Park Hook Hampshire RG27 9UP CREDIT AGREEMENT DATED 30 MAY 2000...Credit Agreement • April 16th, 2002 • NTL Inc/De/ • Telephone communications (no radiotelephone)
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2003 • NTL Europe Inc • Telephone communications (no radiotelephone) • New York
WITNESSETHPut and Call Option Agreement • September 20th, 2001 • NTL Inc/De/ • Blank checks • New York
WITNESSETH:Deposit Agreement • August 16th, 2001 • NTL Inc/De/ • Blank checks • New York
1 Exhibit 4.39(e) AMENDMENT NO. 5 TO THE RIGHTS AGREEMENT AMENDMENT NO. 5 TO THE RIGHTS AGREEMENT (this "Amendment"), dated as of May 25, 2000, by and between NTL INCORPORATED, a Delaware corporation (the "Company"), and CONTINENTAL STOCK TRANSFER &...Rights Agreement • March 30th, 2001 • NTL Inc/De/ • Blank checks • Delaware
Date: 8 March 2002 To: NTL (Delaware), Inc. 110 East 59th Street New York NY 10022 U.S.A. NTL Cablecom Holding GmbH c/o ATAG Ernst & Young AG Bundesstrasse 3 6304 Zug Switzerland Cablecom GmbH Neumuhlestrasse 42 8406 Winterthur Switzerland The...Credit Agreement • April 16th, 2002 • NTL Inc/De/ • Telephone communications (no radiotelephone)
SCHEDULE 4 RESTATED CREDIT AGREEMENT NTL COMMUNICATIONS LIMITED AS PARENTCredit Agreement • April 16th, 2002 • NTL Inc/De/ • Telephone communications (no radiotelephone)
DATED 5 APRIL 2002 (1) NTL GROUP LIMITED (2) IBM UNITED KINGDOM LIMITED (3) IBM UNITED KINGDOM FINANCIAL SERVICES LIMITED CHANGE AUTHORISATION FORM RELATING TO AMENDMENT OF THE FRAMEWORK AGREEMENT FOR THE PROVISION OF IT OUTSOURCING SERVICES DATED 23...Framework Agreement for the Provision of It Outsourcing Services • April 16th, 2002 • NTL Inc/De/ • Telephone communications (no radiotelephone)
Exhibit 10.11 [TRAVERS SMITH BRAITHWAITE} logo Dated January 10, 2003 (1) NTL INCORPORATED (TO BE RENAMED NTL EUROPE, INC.) (2) NTL COMMUNICATIONS CORP. (TO BE RENAMED NTL INCORPORATED) DEMERGER AGREEMENT THIS AGREEMENT is made on January 10, 2003...Demerger Agreement • January 10th, 2003 • NTL Europe Inc • Telephone communications (no radiotelephone)
1 3 shares have been designated 5% Cumulative Participating Convertible Preferred Stock, Series A, par value $.01 per share ("NTL 5% Series A Preferred Stock"), (K) 5,000 shares have been designated 5% Cumulative Participating Convertible Preferred...Merger Agreement • July 14th, 2000 • NTL Inc/De/ • Blank checks • Delaware
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 18th, 2003 • NTL Europe Inc • Telephone communications (no radiotelephone)
AMENDMENT NO. 2 TO REGISTRTION RIGHTS AGREEMENT, dated as of June 15, 2003 (this “Amendment No. 2”), by and among NTL Europe, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature page hereto (the “Stockholders”).
OTHERS RESTATEMENT AMENDMENT AGREEMENTRestatement Amendment Agreement • April 16th, 2002 • NTL Inc/De/ • Telephone communications (no radiotelephone)
