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 10.9 TAX SHARING AGREEMENTTax Sharing 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 10.3 ------------ 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
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2003 • NTL Europe Inc • Telephone communications (no radiotelephone) • New York
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...NTL Europe Inc • January 10th, 2003 • Telephone communications (no radiotelephone)
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 10.5 CONTRACT OF EMPLOYMENT (THE "AGREEMENT")NTL Europe 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)...NTL Europe Inc • January 10th, 2003 • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.8 DIRECTOR AND OFFICER INDEMNITY AGREEMENT AGREEMENT, dated as of January 10, 2003, between NTL Europe, Inc., a Delaware corporation and its affiliated entities (collectively, the "Company"), and separately with each director and officer of...Director and Officer Indemnity Agreement • January 10th, 2003 • NTL Europe Inc • Telephone communications (no radiotelephone) • Delaware
