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
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)
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)
Exhibit 4.2 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • January 10th, 2003 • NTL Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.4 TAX SHARING AGREEMENTTax Sharing 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
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
by and amongEquity Registration Rights Agreement • January 10th, 2003 • NTL Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.6 [TRAVERS SMITH BRAITHWAITE} logo Dated January 9, 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 Inc • Telephone communications (no radiotelephone)
