Exhibit 10.1 AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT THIS AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT (the "Amendment"), dated as of , 2005, by and between Telewest Global, Inc., a Delaware corporation (the "Company"), and (the...Nonqualified Stock Option Agreement • October 6th, 2005 • Telewest Global Inc • Telephone communications (no radiotelephone)
Exhibit 10.3 NTL INCORPORATED RESTRICTED STOCK AGREEMENT RESTRICTED STOCK AGREEMENT, dated as of December 8, 2006, between NTL Incorporated, a Delaware corporation (the "Company"), and Bryan H. Hall (the "Executive"). WHEREAS, the Company wishes to...Restricted Stock Agreement • December 14th, 2006 • NTL Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.1 AMENDED & RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made as of December 8, 2006 (the "Effective Date"), by and between NTL Incorporated, a Delaware corporation (the "Company"), and...Employment Agreement • December 14th, 2006 • NTL Inc • Telephone communications (no radiotelephone) • New York
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of July 19, 2004 (the "Effective Date"), by and between Telewest Global, Inc., a Delaware corporation (the "Company"), and Eric J. Tveter (the...Employment Agreement • November 12th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • Delaware
Exhibit 10.3 NTL INCORPORATED Restricted Stock Unit Agreement This AGREEMENT (this "Agreement") is made and entered into as of __________ ("Grant Date") by and between NTL Incorporated, a Delaware corporation (the "Corporation"), and __________ (the...Restricted Stock Unit Agreement • July 12th, 2006 • NTL Inc • Telephone communications (no radiotelephone) • Delaware
Exhibit 10.3 RESTRICTED STOCK AGREEMENT THIS AGREEMENT (this "Agreement"), made as of the __th day of _____, 200_ (the "Grant Date"), between Telewest Global, Inc., a Delaware corporation (the "Company"), and _________ (the "Grantee"). WHEREAS, the...Restricted Stock Agreement • November 12th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • Delaware
Exhibit 10.1 [ON THE LETTERHEAD OF DEUTSCHE BANK AG, LONDON BRANCH] AMENDMENT LETTER To: NTL Investment Holdings Limited NTL Inc. NTL Dover LLC c/o NTL House Bartley Wood Business Park Hook Hampshire RG27 9UP Date: [o] May 2006 Dear Sirs, AMENDMENT...Facilities Agreement • May 23rd, 2006 • NTL Inc • Telephone communications (no radiotelephone)
Exhibit ____ NONQUALIFIED STOCK OPTION AGREEMENT ----------------------------------- THIS AGREEMENT (this "Agreement"), made as of the __th day of _____, 200_ (the "Grant Date"), between Telewest Global, Inc., a Delaware corporation (the "Company"),...Nonqualified Stock Option Agreement • November 12th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • Delaware
VIRGIN MEDIA INC. and THE BANK OF NEW YORK, as TrusteeIndenture • April 16th, 2008 • Virgin Media Inc. • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of April 16, 2008, between Virgin Media Inc., a Delaware corporation (the “Company”), having its principal office at 909 Third Avenue, Suite 2863, New York, New York 10022 and The Bank of New York, a New York banking corporation, as Trustee (herein called the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2011 • Virgin Media Inc. • Telephone communications (no radiotelephone) • New York
This REGISTRATION RIGHTS AGREEMENT dated March 3, 2011 (the “Agreement”) is entered into by and among Virgin Media Secured Finance PLC, a public limited company organized under the laws of England and Wales (the “Company”), Virgin Media Inc., a Delaware Corporation (the “Parent”), Virgin Media Finance PLC, a public limited company organized under the laws of England and Wales (“VM FinanceCo”), Virgin Media Investment Holdings Limited, a limited company incorporated under the laws of England and Wales (“VMIH”), the Initial Purchasers named in Schedule I-A hereto (the “Dollar Purchasers”) and the Initial Purchasers named in Schedule I-B hereto (the “Sterling Purchasers” and together with the Dollar Purchasers, the “Initial Purchasers”).
VIRGIN MEDIA LIMITED and EAMONN O’HAREService Agreement • September 18th, 2009 • Virgin Media Inc. • Telephone communications (no radiotelephone) • England and Wales
The Company shall employ the Executive and the Executive shall serve the Company as Chief Financial Officer on the following terms and subject to the following conditions (the “Agreement”):
Senior Facilities Agreement Virgin Media Inc. as Ultimate Parent Virgin Media Finance PLC as Parent Virgin Media Investment Holdings Limited Virgin Media Limited Virgin Media Wholesale Limited VMIH Sub Limited Virgin Media SFA Finance Limited as...Senior Facilities Agreement • May 23rd, 2011 • Virgin Media Inc. • Telephone communications (no radiotelephone)
FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • January 13th, 2010 • Virgin Media Inc. • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of January 7, 2010 (“Grant Date”) by and between Virgin Media Inc., a Delaware Company (the “Company”), and [Name] (the Employee”).
VIRGIN MEDIA FINANCE PLC, as Issuer VIRGIN MEDIA INC., as Parent VIRGIN MEDIA GROUP LLC, VIRGIN MEDIA HOLDINGS INC., VIRGIN MEDIA (UK) GROUP, INC., VIRGIN MEDIA COMMUNICATIONS LIMITED, as Intermediate Guarantors VIRGIN MEDIA INVESTMENT HOLDINGS...Indenture • March 13th, 2012 • Virgin Media Inc. • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of March 13, 2012, among Virgin Media Finance PLC (f/k/a/ NTL Cable PLC), a public limited company organized under the laws of England and Wales (the “Issuer”), Virgin Media Inc. (f/k/a/ NTL Incorporated), a Delaware corporation (“Parent”), Virgin Media Group LLC (f/k/a/ NTL: Telewest LLC), a Delaware limited liability company (the “Company”), Virgin Media Holdings Inc. (f/k/a/ NTL Holdings Inc.), a Delaware corporation (“Holdings”), Virgin Media (UK) Group, Inc. (f/k/a/ NTL (UK) Group, Inc.), a Delaware corporation (“UK Holdco”), Virgin Media Communications Limited (f/k/a/ NTL Communications Limited), a limited company organized under the laws of England and Wales (“Communications” and, together with Company, Holdings and UK Holdco, the “Intermediate Guarantors”), Virgin Media Investments Limited, a limited company organized under the laws of England and Wales (“VMIL”), Virgin Media Investment Holdings Limited (f/k/a/ NTL Investment Holdings Limited), a limited com
SCHEDULE 2 SENIOR FACILITIES AGREEMENT dated 3 March 2006, as amended and restated on 22 May 2006, between VIRGIN MEDIA INC. (formerly known as NTL Incorporated) as Ultimate Parent VIRGIN MEDIA FINANCE PLC (formerly known as NTL Cable PLC) as Parent...Senior Facilities Agreement • November 2nd, 2009 • Virgin Media Inc. • Telephone communications (no radiotelephone) • New York
RIGHTS AGREEMENTRights Agreement • April 28th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York
This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of March 25, 2004 (the “Rights Agreement”), between Telewest Global, Inc., a Delaware corporation (the “Corporation”), and The Bank of New York, a New York trust company (the “Rights Agent”), to purchase from the Corporation at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York time, on March 2, 2014, unless the Rights evidenced hereby shall have been previously redeemed by the Corporation, at the office or offices of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, of par value $.01 per share (the “Preferred Shares”), of the Corporation
RESTRICTED STOCK AGREEMENT -------------------------- THIS AGREEMENT (this "Agreement"), made as of the 20th day of January, 2005 (the "Grant Date"), between Telewest Global, Inc., a Delaware corporation (the "Company"), and _________ (the "Grantee")....Restricted Stock Agreement • January 26th, 2005 • Telewest Global Inc • Telephone communications (no radiotelephone) • Delaware
REGISTRATION RIGHTS AGREEMENT by and among TELEWEST GLOBAL, INC. and THE HOLDERS LISTED ON THE SIGNATURE PAGES HERETO dated as of June 24, 2004Registration Rights Agreement • January 30th, 2006 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT, dated as of June 24, 2004, by and among Telewest Global, Inc., a Delaware corporation (the "Company"), and the Holders listed on the signature pages hereto.
TELEWEST COMMUNICATIONS PLC TELEWEST FINANCE (JERSEY) LIMITED IDT CORPORATION FORM OF VOTING AGREEMENTVoting Agreement • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York
This Agreement (as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”) is entered into by (i) Telewest Communications plc (“Telewest” or the “Company”), (ii) Telewest Finance (Jersey) Limited (“Telewest Jersey”) and (iii) IDT Corporation on behalf of itself and each of its subsidiaries (as defined in section 736 of the Companies Act 1985, as amended (the “1985 Act”)) (“IDT”). IDT shall procure that the registered owners of certain shares in the Company vote in connection with a proposed financial restructuring of the Company and Telewest Jersey, the principal terms of which are described in Appendix 1 attached hereto (the “Financial Restructuring”).
Variation of terms of employmentVariation of Terms of Employment • March 22nd, 2005 • Telewest Global Inc • Telephone communications (no radiotelephone) • England
Telewest Communications Group Limited a company incorporated in England and Wales (company number 2514287) whose registered office is at Export House, Cawsey Way, Woking, Surrey GU21 6QX (the "Employer"); and
AMENDMENT NO. 2 TO THE RIGHTS AGREEMENTRights Agreement • March 6th, 2006 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York
This Amendment No. 2, dated as of March 3, 2006 (this “Amendment”), between Telewest Global, Inc., a Delaware corporation (the “Corporation”), and The Bank of New York, a New York trust company, as Rights Agent (the “Rights Agent”) to the Rights Agreement, dated as of March 25, 2004, and as amended by Amendment No. 1 dated as of October 2, 2005 (the “Rights Agreement”); all capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
COMMITMENT LETTERCommitment Letter • June 14th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone)
Loan agreement dated 16 March 2001 made between TCN as Facility A Borrower (1), TCN as Facility B Borrower (2), TCN as Facility C Borrower (3), TCN and Telewest Finance Corporation as Facility D Borrowers (4), the Subsidiaries of TCN set out in part A of schedule 1, thereto (5), the Associated Partnerships of TCN set out in part C of schedule 1 thereto (6), BNY Markets Limited, Canadian Imperial Bank of Commerce, London branch, TD Bank Europe Limited, Barclays Capital, Bayerische Hypo-und Vereinsbank AG, Credit Suisse First Boston, Deutsche Bank AG London, The Fuji Bank, Limited, JPMorgan Chase Bank, The Royal Bank of Scotland plc, Salomon Brothers International Limited, West LB AG London branch (formerly Westdeutsche Landesbank Girozentrale), Fortis Bank S.A./N.V. and Bank of America International Limited as Lead Arrangers (7), certain banks and financial institutions described therein as Lenders (8), CIBC World Markets plc and Canadian Imperial Bank of Commerce as Agents (9) and CIBC
FORM OF WAIVER AND AGREEMENT LETTERWaiver and Agreement Letter • April 28th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • England
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • June 12th, 2013 • Virgin Media Inc. • Telephone communications (no radiotelephone) • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of June 7, 2013 (this “Supplemental Indenture”), by and among Virgin Media Inc. (formerly known as Viper US MergerCo 1 LLC), a Delaware Corporation (the “Successor Parent”), Virgin Media Finance PLC, a public limited company organized under the laws of England and Wales (the “Issuer”) and The Bank of New York Mellon, as trustee (the “Trustee”). All capitalized terms used but not defined herein shall have the meanings specified in the Indenture referred to below.
TRANSFER AGREEMENTTransfer Agreement • July 16th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • England
THIRD AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2009 • Virgin Media Inc. • Telephone communications (no radiotelephone) • New York
THIS THIRD AMENDED & RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of September 15, 2009 (the “Effective Date”), by and between Virgin Media Inc., a Delaware corporation (the “Company”), and Bryan H. Hall (the “Executive”).
THE ROYAL BANK OF SCOTLAND PLC AND TELEWEST COMMUNICATIONS PLC AND TELEWEST COMMUNICATIONS NETWORKS LIMITEDSettlement Deed • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • Surrey
THE ESCROW AGENT AGREEMENT TELEWEST COMMUNICATIONS PLC TELEWEST FINANCE (JERSEY) LIMITED TELEWEST UK LIMITED TELEWEST GLOBAL, INC. THE BANK OF NEW YORKEscrow Agent Agreement • June 14th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • England
INVESTMENT AGREEMENTInvestment Agreement • August 9th, 2006 • NTL Inc • Telephone communications (no radiotelephone) • Delaware
INVESTMENT AGREEMENT (this “Agreement”), dated as of April 3, 2006, between NTL Incorporated, a Delaware corporation formerly known as Telewest Global, Inc. (the “Company”), each of the parties from time to time specified on Exhibit A, including, for the avoidance of doubt, each Permitted Transferee (each, a “Holder,” and collectively, the “Holders”), and, for purposes of Article IV, Article VII, and Article VIII only, Sir Richard Branson (“Branson”), who shall be deemed to be a Holder for purposes of those Articles.
TELEWEST COMMUNICATIONS PLC TELEWEST FINANCE (JERSEY) LIMITED TELEWEST GLOBAL, INC. LIBERTY MEDIA INTERNATIONAL HOLDINGS, LLC (FORMERLY LIBERTY MEDIA INTERNATIONAL, INC.) VOTING AGREEMENTVoting Agreement • April 28th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York
This Agreement (as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”) is entered into by (i) Telewest Communications plc (“Telewest” or the “Company”), (ii) Telewest Finance (Jersey) Limited (“Telewest Jersey”), (iii) Telewest Global, Inc. (“New Telewest”) and (iv) Liberty Media International Holdings, LLC. on behalf of itself and each of its affiliates (“Liberty”) which is a beneficial owner of, or has the right to vote and direct the disposition of, certain high yield notes issued under one or more of (a) the Indenture dated as of October 3, 1995 between Telewest and The Bank of New York as trustee relating to the 9.625% Senior Debentures due 2006 of Telewest; (b) the Indenture dated as of February 19, 1999 between Telewest and The Bank of New York as trustee relating to the 5.25% Senior Convertible Notes due 2007 of Telewest; (c) the Indenture dated as of October 3, 1995 between Telewest and The Bank of New York
EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2008 • Virgin Media Inc. • Telephone communications (no radiotelephone) • New York
THIS AGREEMENT (the “Agreement”) is made as of December 18, 2008, by and between Virgin Media Inc., a Delaware corporation (the “Company”), and Jerry V. Elliott (the “Executive”).
TERMINATION AGREEMENTTermination Agreement • April 28th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone)
VIRGIN MEDIA INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 7th, 2009 • Virgin Media Inc. • Telephone communications (no radiotelephone) • New York
RESTRICTED STOCK AGREEMENT, dated as of July 3, 2009, between Virgin Media Inc., a Delaware corporation (the “Company”), and Neil Berkett (the “Executive”).
INDEMNITY AGREEMENTIndemnification Agreement • March 1st, 2007 • Virgin Media Inc. • Telephone communications (no radiotelephone) • New York
AGREEMENT, dated as of •, 2006, between NTL Incorporated, a Delaware corporation and its affiliated entities (the “Company”), and • (the “Indemnitee”).
TELEWEST COMMUNICATIONS PLC TELEWEST FINANCE (JERSEY) LIMITED FORM OF NOTEHOLDER VOTING AGREEMENTNoteholder Voting Agreement • March 30th, 2004 • Telewest Global Inc • Telephone communications (no radiotelephone) • New York
This Agreement (as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”) is entered into by (i) Telewest Communications plc (“Telewest” or the “Company”), (ii) Telewest Finance (Jersey) Limited (“Telewest Jersey”) and (iii) the undersigned noteholder (the “Consenting Noteholder”), which is a beneficial owner of, or has the right to vote and direct the disposition of, certain high yield notes issued under one or more of (a) the Indenture dated as of October 3, 1995 between Telewest and The Bank of New York as trustee relating to the 9.625% Senior Debentures due 2006 of Telewest; (b) the Indenture dated as of February 19, 1999 between Telewest and The Bank of New York as trustee relating to the 5.25% Senior Convertible Notes due 2007 of Telewest; (c) the Indenture dated as of October 3, 1995 between Telewest and The Bank of New York as trustee relating to the 11% Senior Discount Debentures due 2007 of Telewest; (d) the
