INDENTURE Dated as of May 15, 2001 THE CHASE MANHATTAN BANK TrusteeIndenture • June 8th, 2001 • NTL Communications Corp • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.25Severance Agreement • September 26th, 2003 • NTL Inc • Telephone communications (no radiotelephone) • New York
3 4 any indenture, material agreement or material instrument to which the Company or any of its Material Subsidiaries is a party or by which it or any of its Material Subsidiaries is bound or any of their respective properties is subject, or violate...Purchase Agreement • May 5th, 1999 • NTL Communications Corp • Cable & other pay television services • New York
INTERNATIONAL CABLETEL INCORPORATED SHARE PURCHASE AGREEMENT ________________________________ SHARE PURCHASE AGREEMENT ------------------------Share Purchase Agreement • November 25th, 1996 • International Cabletel Inc • Cable & other pay television services
INDENTUREIndenture • February 9th, 2001 • NTL Communications Corp • Cable & other pay television services • New York
1) This Table of Contents does not constitute a part of this Agreement or have any bearing upon the interpretation of any of its terms or provisions. i 3Warrant Agreement • October 14th, 1998 • NTL Inc /De/ • Cable & other pay television services • New York
EXHIBIT 3 SERIES A WARRANT AGREEMENT Dated as of January 10, 2003 by and between NTL INCORPORATEDWarrant Agreement • January 10th, 2003 • NTL Inc • Telephone communications (no radiotelephone) • New York
by and amongRegistration Rights Agreement • February 9th, 2001 • NTL Communications Corp • Cable & other pay television services • New York
Exhibit 10.1 NTL INCORPORATED (formerly NTL Communications Corp.) $558,249,000 Aggregate Principal Amount at Maturity (Exclusive of PIK Notes) 19% Senior Secured Notes due 2010 500,000 shares of Common Stock, $0.01 par value P U R C H A S E A G R E E...Purchase Agreement • January 10th, 2003 • NTL Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.17 EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the 19th day of March, 2003, by and between NTL Incorporated, a Delaware corporation (the "Company"), and Simon Duffy (the "Executive"). WHEREAS, the Company wishes to...Employment Agreement • September 26th, 2003 • NTL Inc • Telephone communications (no radiotelephone) • England
NTL COMMUNICATIONS CORP. (to be renamed NTL INCORPORATED on the Plan Effective Date) as New NTL COMMUNICATIONS CABLE FUNDING CORP. as ParentCredit Agreement • January 10th, 2003 • NTL Inc • Telephone communications (no radiotelephone)
AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 23rd, 1998 • NTL Inc /De/ • Cable & other pay television services • New York
EXHIBIT 10.18 EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the 4th day of March, 2003, by and between NTL Incorporated, a Delaware corporation (the "Company"), and Howard Kalika (the "Executive"). WHEREAS, the Company wishes to...Employment Agreement • September 26th, 2003 • NTL Inc • Telephone communications (no radiotelephone) • New York
INDENTUREIndenture • January 24th, 2000 • NTL Communications Corp • Cable & other pay television services • New York
Exhibit 10.1 EMPLOYMENT AGREEMENT AGREEMENT dated as of December 15, 2005, by and between NTL Incorporated, a Delaware corporation (the "Company"), and Stephen Burch (the "Executive"). WHEREAS, the Company wishes to employ the Executive as President...Employment Agreement • December 21st, 2005 • NTL Inc • Telephone communications (no radiotelephone) • England and Wales
EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2003 • NTL Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.22 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...Employment Agreement • October 31st, 2003 • NTL Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.27Severance Agreement • September 26th, 2003 • NTL Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2003 • NTL Inc • Telephone communications (no radiotelephone) • New York
CREDIT AGREEMENT MADE ON 30 MAY 2000, AS AMENDED OR WAIVED PURSUANT TO LETTERS DATED 6 JUNE 2000 AND 28 JULY 2000, AMENDMENT AGREEMENTS DATED 8 JUNE 2000, 30 JUNE 2000 AND 4 SEPTEMBER 2000, A NOVATION AGREEMENT DATED 21 FEBRUARY 2001, LETTERS OF...Credit Agreement • January 10th, 2003 • NTL Inc • Telephone communications (no radiotelephone)
AMENDMENT TO RIGHTS AGREEMENT Amendment, dated as of September 26, 2003, between NTL Incorporated, a Delaware corporation ("NTL" or the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Rights Agent"). W I T N E...Rights Agreement • September 26th, 2003 • NTL Inc • Telephone communications (no radiotelephone)
Exhibit 4.2 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • January 10th, 2003 • NTL Inc • Telephone communications (no radiotelephone) • New York
600,000,000 7% CONVERTIBLE SUBORDINATED NOTES DUE 2008 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 1999 • NTL Inc /De/ • Cable & other pay television services • New York
1 AGREEMENT FOR THE SALE AND PURCHASE OF THE VISION NETWORKS UK GROUP This sale and purchase agreement, hereinafter referred to as the "Agreement", is entered into on this 16th day of June 1998 by and between VISION NETWORKS III B.V., a private...Sale and Purchase Agreement • October 5th, 1998 • NTL Inc /De/ • Cable & other pay television services • England and Wales
Exhibit 4.8 $1,150,000,000 6 3/4% CONVERTIBLE SENIOR NOTES DUE 2008 REGISTRATION RIGHTS AGREEMENT Dated as of May 15, 2001Registration Rights Agreement • June 8th, 2001 • NTL Communications Corp • Telephone communications (no radiotelephone) • New York
NTL INCORPORATEDMerger Agreement • March 26th, 1997 • International Cabletel Inc • Cable & other pay television services
SECOND: The Corporation owns 100% of the outstanding shares of each class of the capital stock of NTL Incorporated, a Delaware corporation (the "Subsidiary").
1 SUPPLEMENTAL AGREEMENT TO A SALE AND PURCHASE AGREEMENT DATED 16TH JUNE 1998 ENTERED INTO BETWEEN INTER ALIA VISION NETWORKS III BV, COMTEL UK FINANCE B.V. AND NTL GROUP LIMITED IN RESPECT OF THE SALE AND PURCHASE OF THE VISION NETWORKS UK GROUP...Supplemental Agreement • October 5th, 1998 • NTL Inc /De/ • Cable & other pay television services
Exhibit 10.4 TAX SHARING AGREEMENTTax Sharing Agreement • January 10th, 2003 • NTL Inc • Telephone communications (no radiotelephone) • New York
INDENTUREIndenture • January 24th, 2000 • NTL Communications Corp • Cable & other pay television services • New York
625,000,000 11 1/2% SENIOR NOTES DUE 2008 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 1999 • NTL Inc /De/ • Cable & other pay television services • New York
1. Representations and Warranties. The Company represents and ------------------------------ warrants to each Initial Purchaser as set forth below in this Section 1.Purchase Agreement • June 5th, 1998 • NTL Inc /De/ • Cable & other pay television services • New York
EXHIBIT 4 RIGHTS AGREEMENT Dated as of January 10, 2003 By and between NTL INCORPORATEDRights Agreement • January 10th, 2003 • NTL Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.7 [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 Inc • Telephone communications (no radiotelephone) • New York
625,000,000 11-1/2% SENIOR NOTES DUE 2008 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 1999 • NTL Inc /De/ • Cable & other pay television services • New York
Exhibit 5 Dated January 10, 2003 -------------------------------------------------- (1) NTL INCORPORATED (FORMERLY NAMED NTL COMMUNICATIONS CORP.) (2) NTL EUROPE, INC. (FORMERLY NAMED NTL INCORPORATED) TRANSITIONAL SERVICES AGREEMENT...Transitional Services Agreement • January 10th, 2003 • NTL Inc • Telephone communications (no radiotelephone) • New York
