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                                                                     EXHIBIT 4.2


                          REGISTRATION RIGHTS AGREEMENT

                                  by and among

                                NTL EUROPE, INC.

                                       and

              THE STOCKHOLDERS LISTED ON THE SIGNATURE PAGES HERETO

                                   dated as of

                                January 10, 2003






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         REGISTRATION RIGHTS AGREEMENT, dated as of January 10, 2003, by and
among NTL Europe, Inc., a Delaware corporation (the "Company") and the
stockholders listed on the signatures pages hereto.

         WHEREAS, the Company proposes to issue and deliver shares of Common
Stock (as defined below) to certain entities pursuant to the Company's Second
Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code
(the "Plan"), confirmed by order of the United States Bankruptcy Court for the
Southern District of New York, entered on September 5, 2002; and

         WHEREAS, in connection with and pursuant to the Plan, the Company has
agreed to grant the registration rights described in this Agreement to the
holders of shares of Common Stock issued pursuant to Article IV.C.2. of the
Plan. All capitalized terms used and not otherwise defined herein shall have the
meanings assigned them in the Plan.

         Accordingly, the parties hereto agree as follows:

         1. Definitions. As used herein, unless the context otherwise requires,
the following terms have the following respective meanings:

         "Certificate of Incorporation" means the Certificate of Incorporation
of the Company, as it may be amended or restated hereafter from time to time.

         "Commission" means the Securities and Exchange Commission or any other
United States federal agency at the time administering the Securities Act.

         "Common Stock" means any shares of common stock, par value $0.01 per
share, of the Company, now or hereafter authorized to be issued and any and all
securities of any kind whatsoever of the Company which may be exchanged for or
converted into Common Stock.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any similar United States federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Exchange Act shall include a reference
to the comparable section, if any, of any such similar United States federal
statute.

         "Holder" means a registered holder of Registrable Securities.

         "Majority Participating Holders" means, subject to the subsequent
sentence, Participating Holders holding at least a majority of the Registrable
Securities proposed to be included in any offering of Registrable Securities by
such Participating Holders pursuant to Section 3.1 or Section 3.2 hereto. The
previous sentence notwithstanding, if both Common Stock and Preferred Stock are
proposed to be offered pursuant to a single registration statement, then
"Majority Participating Holders" shall mean in that instance, holders of (i) a
majority of the shares of Common Stock proposed to be included in such offering
and (ii) a majority of the shares of Preferred Stock proposed to be included in
such offering.

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         "Participating Holders" means any Holder participating in any offering
of Registrable Securities pursuant to Section 3.1 or Section 3.2 hereto.

         "Person" means a corporation, an association, a partnership, an
organization, a business, a trust, an individual, or any other entity or
organization, including a government or political subdivision or an
instrumentality or agency thereof.

         "Preferred Stock" means any shares of 10% Fixed Coupon Redeemable
Preferred Stock, Series A, par value $0.01 per share, of the Company, now or
hereafter authorized to be issued and any and all securities of any kind
whatsoever of the Company which may be exchanged for or converted into Preferred
Stock.

         "Registrable Securities" means (i) any shares of Common Stock issued
pursuant to the Plan, (ii) any Common Stock issued with respect to the Common
Stock referred to in clause (i) by way of a stock dividend, stock split or
reverse stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or otherwise, (iii) any shares of
Preferred Stock issued pursuant to the Plan, and (iv) any Preferred Stock issued
with respect to the Preferred Stock referred to in clause (iii) by way of a
stock dividend, stock split or reverse stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or otherwise. As
to any particular Registrable Securities, such securities shall cease to be
Registrable Securities when (i) a registration statement with respect to the
sale of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of in accordance with such registration
statement or (ii) such securities shall have been disposed of pursuant to Rule
144 or Rule 145 under the Securities Act.

         "Registration Expenses" means all expenses incident to the registration
and disposition of the Registrable Securities pursuant to Section 3 hereof,
including, without limitation, all registration, filing and applicable national
securities exchange fees, all fees and expenses of complying with state
securities or blue sky laws (including reasonable fees and disbursements of
counsel to the underwriters and the Holders in connection with "blue sky"
qualification of the Registrable Securities and determination of their
eligibility for investment under the laws of the various jurisdictions), all
word processing, duplicating and printing expenses, all messenger and delivery
expenses, the fees and disbursements of counsel for the Company and of its
independent public accountants, including the expenses of "cold comfort" letters
or any special audits required by, or incident to, such registration, all
transfer taxes, and the reasonable fees and expenses of one counsel to the
Holders; provided, however, that Registration Expenses shall exclude, and the
Holders shall pay, underwriting discounts and commissions in respect of the
Registrable Securities being registered for such Person.

         "Required Filing Date" means the first to occur of (i) the forty-fifth
(45th) day following the date on which the Company files its Annual Report on
Form 10-K for the year ended December 31, 2002 with the Commission, and (ii) May
15, 2003.

         "Securities Act" means the Securities Act of 1933, as amended, or any
similar United States federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
References to a particular section of the Securities Act shall include a
reference to the comparable section, if any, of any such similar United States
federal statute.


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         2. Shelf Registration.

                           (a) No later than the Required Filing Date, the
Company shall file with the Commission a registration statement (the "Shelf
Registration Statement") relating to the offer and sale of Registrable
Securities by the Holders to the public, from time to time, on a delayed or
continuous basis (but not involving any underwriting); provided, however, that
the Shelf Registration Statement shall only cover Registrable Securities of
Holders who (1) beneficially (within the meaning of Rule 13d-3 under the
Exchange Act) own 10% or more of the Common Stock or Preferred Stock of the
Company or (2) provide to the Company a written statement indicating that such
Holder is deemed, or might reasonably be considered to be, an "underwriter"
under Section 1145(b)(1) of the Bankruptcy Code. The Company shall use its
reasonable best efforts to cause the Shelf Registration Statement to be declared
effective by the Commission as soon as practicable thereafter.

                           (b) The Company agrees to use its reasonable best
efforts to keep the Shelf Registration Statement continuously effective and not
to suspend use of the prospectus included therein in order to permit the
prospectus included therein to be usable by the Holders until the earlier of :
(1) the date all Holders call sell shares free of any volume limitations imposed
by Rule 144 of the Securities Act; (2) the date all Holders have disposed of all
Registrable Securities; or (3) three years from the date on which such Shelf
Registration Statement was declared effective; provided, that the Company shall
be deemed not to have used its reasonable best efforts to keep the Shelf
Registration Statement effective during the requisite period if it voluntarily
takes any action that would result in Holders of the Registrable Securities
covered thereby not being able to offer and sell such Registrable Securities
during that period, unless such action is required by applicable law, and
provided, further, that the foregoing shall not apply to actions if the Company
determines, in its reasonable judgment, as authorized by a resolution of its
Board of Directors, that the filing of such Shelf Registration Statement or the
maintenance of effectiveness of such Shelf Registration Statement or prospectus
included therein would materially interfere with any material financing,
corporate reorganization or other material transaction involving the Company or
any subsidiary, or would require premature disclosure thereof, and the Company
promptly gives the Participating Holders written notice of such determination,
containing a general statement of the reasons for such postponement or
suspension and an approximation of the anticipated delay; provided, however,
that the failure to keep the Shelf Registration Statement effective and usable
for offers and sales of Registrable Securities for such reasons shall last no
longer than 120 days in the aggregate in any 12-month period.

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         3. Registration Under Securities Act, etc.

                  3.1 Registration on Request.

                           (a) Request. At any time or from time to time, a
Holder or Holders holding Registrable Securities, shall have the right to
require the Company to effect the registration under the Securities Act of all
or part of their respective Registrable Securities, by delivering a written
request (a "Holder Request") therefor to the Company specifying the number of
shares of Registrable Securities and the intended method of distribution. The
party or parties delivering a Holder Request shall be referred to as the
"Initiating Holder." As promptly as practicable, but no later than ten days
after receipt of a Holder Request, the Company shall given written notice of the
Holder Request to all Holders (the "Demand Exercise Notice"). The Company shall
as expeditiously as possible (but in any event within 120 days of receipt of a
Holder Request) use its best efforts to effect the registration under the
Securities Act of the Registrable Securities which the Company has been so
requested to register by the Initiating Holder and any other Holders which have
made a written request to the Company for inclusion in such registration (which
request shall specify the maximum number of Registrable Securities intended to
be disposed of by such Holder) within 30 days after the receipt of the Demand
Exercise Notice (or, 15 days if, at the request of the Initiating Holder
participating in such registration, the Company states in such written notice or
gives telephonic notice to all Holders, with written confirmation to follow
promptly thereafter, that such registration will be on a Form S-3 under the
Securities Act). The Company shall (i) use its best efforts to effect the
registration of Registrable Securities for distribution in accordance with the
intended method of distribution set forth in a written request delivered by the
Majority Participating Holders, and (ii) if requested by the Majority
Participating Holders, obtain acceleration of the effective date of the
registration statement relating to such registration.

                           (b) Registration of Other Securities. Whenever the
Company shall effect a registration pursuant to this Section 3.1 in connection
with an underwritten offering by Holders, no securities other than Registrable
Securities shall be included among the securities covered by such registration
unless the Majority Participating Holders shall have consented in writing to the
inclusion therein of such other securities, which consent may be subject to
terms and conditions determined by the Majority Participating Holders in their
sole discretion.

                           (c) Registration Statement Form. Registrations under
this Section 3.1 shall be on the registration form of the Commission as shall be
selected by the Company which form shall be reasonably acceptable to the
Majority Participating Holders. The Company agrees to include in any such
registration statement all information which, in the reasonable opinion of
counsel to the Participating Holders and counsel to the Company, is necessary or
desirable to be included therein.

                           (d) Expenses. The Company shall pay, and shall be
responsible for, all Registration Expenses in connection with any registration
requested pursuant to this Section 3.1. Notwithstanding the foregoing, the
provisions of this Section 3.1(d) shall be deemed amended to the extent
necessary to cause these expense provisions to comply with "blue sky" laws of
each state or the securities laws of any other jurisdiction in the United States
and its territories in which the offering is made.

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                           (e) Effective Registration Statement. A registration
requested pursuant to this Section 3.1 shall not be deemed to have been effected
(including for purposes of paragraph (h) of this Section 3.1) (i) unless a
registration statement with respect thereto has become effective and has been
kept continuously effective for a period of at least 120 days (or such shorter
period which shall terminate when all the Registrable Securities covered by such
registration statement have been sold pursuant thereto), (ii) if after it has
become effective, such registration is interfered with by any stop order,
injunction or other order or requirement of the Commission or other governmental
agency or court for any reason not attributable to the Participating Holder and
has not thereafter become effective, or (iii) if the conditions to closing
specified in the underwriting agreement, if any, entered into in connection with
such registration are not satisfied or waived.

                           (f) Selection of Underwriters. The underwriters of
each underwritten offering of the Registrable Securities so to be registered
shall be selected by the Majority Participating Holders and shall be reasonably
acceptable to the Company, taking into account any contractual obligations of
the Company with respect to the engagement of underwriters by the Company for
such transactions.

                           (g) Right to Withdraw. If the managing underwriter of
any underwritten offering shall advise the Participating Holders that the
Registrable Securities covered by the registration statement cannot be sold in
such offering within a price range acceptable to the Majority Participating
Holders, then the Majority Participating Holders shall have the right to notify
the Company in writing that it has determined that the registration statement be
abandoned or withdrawn, in which event the Company shall abandon or withdraw
such registration statement. In the event of such abandonment or withdrawal at
the request of the Majority Participating Holders, the Initiating Holder's
request for registration pursuant to this Section 3.1 shall not be counted for
purposes of the requests for registration to which the Holders are entitled
pursuant to this Section 3.1.

                           (h) Limitations on Registration on Request. The
Holders shall be entitled to require the Company to effect, and the Company
shall be required to effect, four registrations in the aggregate pursuant to
this Section 3.1 with respect to shares of Common Stock and four registrations
in the aggregate pursuant to this Section 3.1 with respect to shares of
Preferred Stock, provided, however, that (x) the aggregate offering value of the
shares to be registered pursuant to any such registration shall be at least
$5,000,000 (based on the market price on the date the demand is made) and (y)
and that only one such demand registration with respect to Common Stock and only
one such demand registration with respect to Preferred Stock shall be required
to become effective in any 180-day period.

                           (i) Priority in Registrations on Request. If any
registration pursuant to a Holder Request involves an underwritten offering and
the managing underwriter of such offering shall inform the Company in writing of
its belief that the number of Registrable Securities requested to be included in
such registration pursuant to this Section 3.1, when added to the number of any
other securities to be offered in such registration, would materially adversely
affect such offering, then the Participating Holders shall be entitled to
participate on a pro rata basis based on the number of shares of Registrable
Securities requested to be included in the offering by each such Participating
Holder. The Company and any other Company stockholders that have not expressly
been given pari passu or senior rights of participation in accordance with
Section 3.1(b) hereof shall have no right to participate in this event, without
the consent of the Majority Participating Holders.


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                           (j) Postponement. The Company shall be entitled once
in any twelve-month period to postpone for a reasonable period of time (but not
exceeding 90 days) (the "Postponement Period") the filing of any registration
statement required to be prepared and filed by it pursuant to this Section 3.1
if the Company determines, in its reasonable judgment, as authorized by a
resolution of its Board of Directors, that such registration and offering would
materially interfere with any material financing, corporate reorganization or
other material transaction involving the Company or any subsidiary, or would
require premature disclosure thereof, and promptly gives the Participating
Holders written notice of such determination, containing a general statement of
the reasons for such postponement and an approximation of the anticipated delay.
If the Company shall so postpone the filing of a registration statement, the
Majority Participating Holders shall have the right to withdraw the request for
registration by giving written notice to the Company at any time during such
Postponement Period and, in the event of such withdrawal, such request shall not
be counted for purposes of the requests for registration to which the Holders
are entitled pursuant to this Section 3.1.

                  3.2 Incidental Registration.

                           (a) Right to Include Registrable Securities. If the
Company at any time proposes to register any of its equity securities under the
Securities Act by registration on Form S-1, S-2 or S-3 or any successor or
similar form(s) (except registrations on any such Form or similar form(s) solely
for registration of securities in connection with an employee benefit plan or
dividend reinvestment plan or a merger or consolidation), whether or not for
sale for its own account, it will each such time give prompt written notice to
each of the Holders of its intention to do so and of the Holders' rights under
this Section 3.2. Upon the written request of any of the Holders (which request
shall specify the maximum number of Registrable Securities intended to be
disposed of by such Holder), made as promptly as practicable and in any event
within 30 days after the receipt of any such notice (15 days if the Company
states in such written notice or gives telephonic notice to each Holder, with
written confirmation to follow promptly thereafter, stating that (i) such
registration will be on Form S-3 under the Securities Act and (ii) such shorter
period of time is required because of a planned filing date), the Company shall
use its best efforts to effect the registration under the Securities Act of all
Registrable Securities which the Company has been so requested to register by
each Holder; provided, however, that if, at any time after giving written notice
of its intention to register any equity securities and prior to the effective
date of the registration statement filed in connection with such registration,
the Company shall determine for any reason not to register or to delay
registration of such equity securities, the Company shall give written notice of
such determination and its reasons therefor to the Holders and in the case of a
determination not to register, shall be relieved of its obligation to register
any Registrable Securities in connection with such registration (but not from
any obligation of the Company to pay the Registration Expenses in connection
therewith), without prejudice, however, to the rights of the Holders to request
that such registration be effected as a registration under Section 3.1. No
registration effected under this Section 3.2 shall relieve the Company of its
obligation to effect any registration upon request under Section 3.1. The
Company will pay all Registration Expenses in connection with any registration
of Registrable Securities requested pursuant to this Section 3.2.

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                           (b) Right to Withdraw. Any Holder shall have the
right to withdraw its request for inclusion of Registrable Securities in any
registration statement pursuant to this Section 3.2 at any time prior to the
execution of an underwriting agreement with respect thereto by giving written
notice to the Company of its request to withdraw.

                           (c) Priority in Incidental Registrations. If any
registration pursuant to this Section 3.2 involves an underwritten offering and
the managing underwriter of such offering shall inform the Company in writing of
its belief that the number of Registrable Securities requested to be included in
such registration, when added to the number of other equity securities to be
offered in such registration, would materially adversely affect such offering,
then the Company shall include in such registration, to the extent of the number
and type which the Company is so advised can be sold in (or during the time of)
such offering without so materially adversely affecting such offering (the
"Section 3.2 Sale Amount"), (i) all of the equity securities proposed by the
Company to be sold for its own account; (ii) thereafter, to the extent the
Section 3.2 Sale Amount is not exceeded, the Registrable Securities requested by
the Participating Holders (provided that if all of the Registrable Securities
requested by the Participating Holders may not be included, the Participating
Holders shall be entitled to participate on a pro rata basis based on the
aggregate number of shares of Registrable Securities requested by the
Participating Holders to be registered); and (iii) thereafter, to the extent the
Section 3.2 Sale Amount is not exceeded, any other equity securities of the
Company requested to be included by Company stockholders holding other such
registration rights.

                           (d) Plan of Distribution. Any participation by
Holders in a registration by the Company shall be in accordance with the
Company's plan of distribution, provided that the Majority Participating Holders
shall have the right to select a co-managing underwriter, taking into account
any contractual obligations of the Company with respect to the engagement of
underwriters by the Company for such transactions.

                  3.3 Registration Procedures. If and whenever the Company is
required to use its best efforts to effect the registration of any Registrable
Securities under the Securities Act as provided in Sections 2, 3.1 and 3.2
hereof, the Company shall as expeditiously as possible:

                           (a) prepare and file with the Commission as soon as
practicable the requisite registration statement to effect such registration
(and shall include all financial statements required by the Commission to be
filed therewith) and thereafter use its best efforts to cause such registration
statement to become effective; provided, however, that before filing such
registration statement (including all exhibits) or any amendment or supplement
thereto or comparable statements under securities or blue sky laws of any
jurisdiction, the Company shall furnish such documents to each Participating
Holder and each underwriter, and counsel to the Participating Holders, which
documents will be subject to the review and comments of each Participating
Holder, each underwriter and their respective counsel; and provided, further,
however, that the Company may discontinue any registration of its securities
which are not Registrable Securities at any time prior to the effective date of
the registration statement relating thereto;



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                           (b) notify the Participating Holders of the
Commission's requests for amending or supplementing the registration statement
and the prospectus, and prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and
to comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by such registration statement
for such period as shall be required for the disposition of all of such
Registrable Securities in accordance with the intended method of distribution
thereof; provided, that except with respect to any such registration statement
filed pursuant to Rule 415 under the Securities Act, such period need not exceed
90 days;

                           (c) furnish, without charge, to each Participating
Holder and each underwriter such number of conformed copies of such registration
statement and of each such amendment and supplement thereto (in each case
including all exhibits), such number of copies of the prospectus contained in
such registration statement (including each preliminary prospectus and any
summary prospectus) and any other prospectus filed under Rule 424 under the
Securities Act, in conformity with the requirements of the Securities Act, and
such other documents, as the Participating Holders and such underwriters may
reasonably request;

                           (d) use its best efforts (i) to register or qualify
all Registrable Securities and other securities covered by such registration
statement under such securities or blue sky laws of such States of the United
States of America where an exemption is not available and as the Participating
Holders or any managing underwriter shall reasonably request, (ii) to keep such
registration or qualification in effect for so long as such registration
statement remains in effect, and (iii) to take any other action which may be
reasonably necessary or advisable to enable the Participating Holders to
consummate the disposition in such jurisdictions of the securities to be sold by
the Participating Holders, except that the Company shall not for any such
purpose be required to qualify generally to do business as a foreign corporation
in any jurisdiction wherein it would not but for the requirements of this
subsection (d) (i) be obligated to be so qualified or to consent to general
service of process in any such jurisdiction or (ii) be subject to additional
taxes (other than de minimus amounts);

                           (e) use its best efforts to cause all Registrable
Securities covered by such registration statement to be registered with or
approved by such other federal or state governmental agencies or authorities as
may be necessary in the opinion of counsel to the Company and counsel to each of
the Participating Holders to consummate the disposition of such Registrable
Securities;



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                           (f) if requested by the lead underwriter, furnish to
each Participating Holder and each underwriter, if any, participating in the
offering of the securities covered by such registration statement, a signed
counterpart of (i) an opinion of counsel for the Company, and (ii) a "comfort"
letter signed by the independent public accountants who have certified the
Company's financial statements included or incorporated by reference in such
registration statement, covering substantially the same matters with respect to
such registration statement (and the prospectus included therein) and, in the
case of the accountants' comfort letter, with respect to events subsequent to
the date of such financial statements, as are customarily covered in opinions of
issuer's counsel and in accountants' comfort letters delivered to the
underwriters in underwritten public offerings of securities (and dated the dates
such opinions and comfort letters are customarily dated) and, in the case of the
legal opinion, such other legal matters, and, in the case of the accountants'
comfort letter, such other financial matters as the underwriters may reasonably
request;

                           (g) promptly notify each Participating Holder and
each managing underwriter, if any, participating in the offering of the
securities covered by such registration statement (i) when such registration
statement, any pre-effective amendment, the prospectus or any prospectus
supplement related thereto or post-effective amendment to such registration
statement has been filed, and, with respect to such registration statement or
any post-effective amendment, when the same has become effective; (ii) of any
request by the Commission for amendments or supplements to such registration
statement or the prospectus related thereto or for additional information; (iii)
of the issuance by the Commission of any stop order suspending the effectiveness
of such registration statement or the initiation of any proceedings for that
purpose; (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification of any of the Registrable Securities for
sale under the securities or blue sky laws of any jurisdiction or the initiation
of any proceeding for such purpose; (v) at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, upon discovery
that, or upon the happening of any event as a result of which, the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, in
the light of the circumstances under which they were made, and in the case of
this clause (v), at the request of a Participating Holder promptly prepare and
furnish to each Participating Holder and each managing underwriter, if any,
participating in the offering of the Registrable Securities, a reasonable number
of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such securities,
such prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances under which
they were made; and (vi) at any time when the representations and warranties of
the Company contemplated by Section 3.4(a) or (b) hereof cease to be true and
correct;

                           (h) otherwise comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable, an earnings statement covering the period of at
least twelve months beginning with the first full calendar month after the
effective date of such registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
promulgated thereunder, and promptly furnish to each Participating Holder a copy
of any amendment or supplement to such registration statement or prospectus;

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<PAGE>

                           (i) provide and cause to be maintained a transfer
agent and registrar (which, in each case, may be the Company) for all
Registrable Securities covered by such registration statement from and after a
date not later than the effective date of such registration statement;

                           (j) (i) use its best efforts to cause all Registrable
Securities covered by such registration statement to be listed on the principal
securities exchange on which similar securities issued by the Company are then
listed (if any), if the listing of such Registrable Securities is then permitted
under the rules of such exchange, or (ii) if no similar securities are then so
listed, use its reasonable best efforts to (x) cause all such Registrable
Securities to be listed on a national securities exchange or (y) failing that,
secure designation of all such Registrable Securities as a National Association
of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") "national
market system security" within the meaning of Rule 11Aa2-1 of the Commission or
(z) failing that, to secure NASDAQ authorization for such shares and, without
limiting the generality of the foregoing, to arrange for at least two market
makers to register as such with respect to such shares with the National
Association of Securities Dealers, Inc.;

                           (k) deliver promptly to counsel to the Participating
Holders and each underwriter, if any, participating in the offering of the
Registrable Securities, copies of all correspondence between the Commission and
the Company with respect to such registration statement;

                           (l) use its best efforts to obtain the withdrawal of
any order suspending the effectiveness of the registration statement;

                           (m) provide a CUSIP number for all Registrable
Securities, no later than the effective date of the registration statement; and

                           (n) make available its employees and personnel and
otherwise provide reasonable assistance to the underwriters (taking into account
the needs of the Company's business) in their marketing of Registrable
Securities.

         The Company may require the Participating Holders to furnish the
Company such information regarding such Participating Holders and the
distribution of the Registrable Securities as the Company may from time to time
reasonably request in writing and the Company shall not be obligated to effect
the registration of any Registrable Securities of a particular Participating
Holder unless such information regarding such Participating Holder is provided
to the Company.


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         Each Participating Holder agrees that upon receipt of any notice from
the Company of the happening of any event of the kind described in paragraph
(g)(iii) or (v) of this Section 3.3, each Participating Holder will, to the
extent appropriate, discontinue its disposition of Registrable Securities
pursuant to the registration statement relating to such Registrable Securities
until, in the case of paragraph (g)(v) of this Section 3.3, its receipt of the
copies of the supplemented or amended prospectus contemplated by paragraph
(g)(v) of this Section 3.3 and, if so directed by the Company, will deliver to
the Company (at the Company's expense) all copies, other than permanent file
copies, then in its possession, of the prospectus relating to such Registrable
Securities current at the time of receipt of such notice. If the disposition by
a Participating Holder of its securities is discontinued pursuant to the
foregoing sentence, the Company shall extend the period of effectiveness of the
registration statement by the number of days during the period from and
including the date of the giving of notice to and including the date when the
Participating Holder shall have received copies of the supplemented or amended
prospectus contemplated by paragraph (g)(v) of this Section 3.3; and, if the
Company shall not so extend such period, the Participating Holder's request
pursuant to which such registration statement was filed shall not be counted for
purposes of the requests for registration to which the Participating Holder is
entitled pursuant to Section 3.1 hereof.

                  3.4 Underwritten Offerings.

                           (a) Requested Underwritten Offerings. If requested by
the underwriters for any underwritten offering by the Participating Holders
pursuant to a registration requested under Section 3.1, the Company shall enter
into a customary underwriting agreement with a managing underwriter or
underwriters selected by the Majority Participating Holders (in accordance with
Section 3.1(f) hereto). Such underwriting agreement shall be satisfactory in
form and substance to the Majority Participating Holders and shall contain such
representations and warranties by, and such other agreements on the part of, the
Company and such other terms as are generally prevailing in agreements of that
type, including, without limitation, customary provisions relating to
indemnification and contribution. Each Participating Holder shall be a party to
such underwriting agreement and may, at their option, require that any or all of
the conditions precedent to the obligations of such underwriters under such
underwriting agreement be conditions precedent to the obligations of each
Participating Holder. No Participating Holder shall be required to make any
representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding such
Participating Holder, its ownership of and title to the Registrable Securities,
and its intended method of distribution; and any liability of any Participating
Holder to any underwriter or other person under such underwriting agreement
shall be limited to liability arising from breach of its representations and
warranties and shall be limited to an amount equal to the proceeds (net of
expenses and underwriting discounts and commissions) that it derives from such
registration.

                           (b) Incidental Underwritten Offerings. In the case of
a registration pursuant to Section 3.2 hereof, if the Company shall have
determined to enter into any underwriting agreements in connection therewith,
all of the Registrable Securities to be included in such registration shall be
subject to such underwriting agreements. The Participating Holders may, at their
option, require that any or all of the conditions precedent to the obligations
of such underwriters under such underwriting agreement be conditions precedent
to the obligations of the Participating Holders. None of the Participating
Holders shall be required to make any representations or warranties to or
agreements with the Company or the underwriters other than representations,
warranties or agreements regarding such Participating Holder, its ownership of
and title to the Registrable Securities, and its intended method of
distribution; and any liability of any Participating Holder to any underwriter
or other Person under such underwriting agreement shall be limited to liability
arising from breach of its representations and warranties and shall be limited
to an amount equal to the proceeds (net of expenses and underwriting discounts
and commissions) that it derives from such registration.

                                       11
<PAGE>

                  3.5 Preparation; Reasonable Investigation. In connection with
the preparation and filing of each registration statement under the Securities
Act pursuant to this Agreement, the Company will give the Participating Holders,
their underwriters, if any, and their respective counsel, accountants and other
representatives and agents the opportunity to participate in the preparation of
such registration statement, each prospectus included therein or filed with the
Commission, and each amendment thereof or supplement thereto, and give each of
them such access to its books and records and such opportunities to discuss the
business of the Company with its officers and employees and the independent
public accountants who have certified its financial statements, and supply all
other information reasonably requested by each of them, as shall be necessary or
appropriate, in the opinion of the Participating Holders and such underwriters'
respective counsel, to conduct a reasonable investigation within the meaning of
the Securities Act provided that the foregoing investigation shall be
coordinated by one counsel to the Participating Holders.

                  3.6 Indemnification.

                           (a) Indemnification by the Company. The Company
agrees that in the event of any registration of any securities of the Company
under the Securities Act, the Company shall, and hereby does, indemnify and hold
harmless each of the Participating Holders, and their respective directors,
officers, partners, agents and affiliates and each other Person who participates
as an underwriter in the offering or sale of such securities and each other
Person, if any, who controls such Participating Holder or any such underwriter
within the meaning of the Securities Act (collectively, the "Indemnitees"),
against any losses, claims, damages, costs and reasonable expenses (including,
without limitation, reasonable attorney's fees) or liabilities, joint or several
(or actions or proceedings, whether commenced or threatened, in respect thereof)
("Losses"), to which such Indemnitee may become subject under the Securities Act
or otherwise, insofar as such Losses arise out of or are based upon (i) any
untrue statement or alleged untrue statement of any material fact contained in
any registration statement under which such securities were registered under the
Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto or (ii) any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein in light of the
circumstances in which they were made not misleading, and the Company shall
reimburse such Indemnitee for any reasonable legal or any other expenses
reasonably incurred by them in connection with investigating or defending any
such Loss; provided that the Company shall not be liable in any such case to an
Indemnitee to the extent that any such Loss arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by or on behalf of such Indemnitee; and provided,


                                       12
<PAGE>
further, that the Company shall not be liable to any Person who participates as
an underwriter in the offering or sale of Registrable Securities or any other
Person, if any, who controls such underwriter within the meaning of the
Securities Act, in any such case to the extent that any such Loss (i) arises out
of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in such registration statement, any such preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company through an instrument duly executed by or on behalf of such Person or
(ii) arises out of such Person's failure to send or give a copy of the final
prospectus, as the same may be then supplemented or amended, to the Person
asserting an untrue statement or alleged untrue statement or omission or alleged
omission at or prior to the written confirmation of the sale of Registrable
Securities to such Person if such statement or omission was corrected in such
final prospectus. Such indemnity shall remain in full force regardless of any
investigation made by or on behalf of any Indemnitee and shall survive the
transfer of such securities by such seller.

                           (b) Indemnification by Participating Holders. As a
condition to including any Registrable Securities in any registration statement,
the Company shall have received an undertaking reasonably satisfactory to it
from each Participating Holder so including any Registrable Securities to,
severally and not jointly, indemnify and hold harmless (in the same manner and
to the same extent as set forth in paragraph (a) of this Section 3.6) the
Company, and each director of the Company, each officer of the Company and each
other Person, if any, who controls the Company within the meaning of the
Securities Act, with respect to any statement or alleged statement in or
omission or alleged omission from such registration statement, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, but only to the extent such statement or
alleged statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Company through an
instrument duly executed by such Participating Holder specifically stating that
it is for use in the preparation of such registration statement, preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement;
provided, however, that the liability of such indemnifying party under this
Section 3.6(b) shall be limited to the amount of proceeds (net of expenses and
underwriting discounts and commissions) received by such indemnifying party in
the offering giving rise to such liability. Such indemnity shall remain in full
force and effect, regardless of any investigation made by or on behalf of the
Company or any such director, officer or controlling Person and shall survive
the transfer of such securities by such Participating Holder.


                                       13
<PAGE>

                           (c) Notices of Claims, etc. Promptly after receipt by
an indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subsections of this Section 3.6,
such indemnified party shall, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the latter of the
commencement of such action or proceeding; provided, however, that the failure
of any indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding subsections of this
Section 3.6, except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice, and shall not relieve the
indemnifying party from any liability which it may have to the indemnified party
otherwise than under this Section 3.6. In case any such action or proceeding is
brought against an indemnified party, the indemnifying party shall be entitled
to participate therein and, unless in the opinion of outside counsel to the
indemnified party a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, to assume the defense
thereof, jointly with any other indemnifying party similarly notified to the
extent that it may wish, with counsel reasonably satisfactory to such
indemnified party; provided, however, that if the defendants in any such action
or proceeding include both the indemnified party and the indemnifying party and
if in the opinion of outside counsel to the indemnified party there may be legal
defenses available to such indemnified party and/or other indemnified parties
which are different from or in addition to those available to the indemnifying
party, the indemnified party or parties shall have the right to select separate
counsel to defend such action or proceeding on behalf of such indemnified party
or parties, provided, however, that the indemnifying party shall be obligated to
pay for only one counsel for all indemnified parties. After notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof and approval by the indemnified party of such counsel, the
indemnifying party shall not be liable to such indemnified party for any legal
expenses subsequently incurred by the latter in connection with the defense
thereof other than reasonable costs of investigation (unless the first proviso
in the preceding sentence shall be applicable). No indemnifying party shall be
liable for any settlement of any action or proceeding effected without its
written consent. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation.

                           (d) Contribution. If the indemnification provided for
in this Section 3.6 shall for any reason be held by a court to be unavailable to
an indemnified party under subsection (a) or (b) hereof in respect of any Loss,
then, in lieu of the amount paid or payable under subsection (a) or (b) hereof,
the indemnified party and the indemnifying party under subsection (a) or (b)
hereof shall contribute to the aggregate Losses (i) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand, and the indemnified party on the other, which resulted in such Loss, with
respect to the statements or omissions which resulted in such Loss, as well as
any other relevant equitable considerations, or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law or if the allocation
provided in this clause (ii) provides a greater amount to the indemnified party
than clause (i) above, in such proportion as shall be appropriate to reflect not
only the relative fault but also the relative benefits received by the
indemnifying party and the indemnified party from the offering of the securities
covered by such registration statement as well as any other relevant equitable
considerations. The parties hereto agree that it would not be just and equitable
if contributions pursuant to this Section 3.6(d) were to be determined by pro
rata allocation or by any other method of allocation which does not take into
account the equitable considerations referred to in the preceding sentence of
this Section 3.6(d). No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. The Participating Holders' obligations to contribute as
provided in this subsection (d) are several and not joint and shall be in
proportion to the relative value of their respective Registrable Securities
covered by such registration statement. In addition, no Person shall be
obligated to contribute hereunder any amounts in payment for any settlement of
any action or claim effected without such Person's consent, which consent shall
not be unreasonably withheld. Notwithstanding anything in this subsection (d) to
the contrary, no indemnifying party (other than the Company) shall be required
to contribute any amount in excess of the proceeds (net of expenses and
underwriting discounts and commissions) received by such party from the sale of
the Registrable Securities in the offering to which the Losses of the
indemnified parties relate.

                                       14
<PAGE>

                           (e) Other Indemnification. Indemnification and
contribution similar to that specified in the preceding subsections of this
Section 3.6 (with appropriate modifications) shall be given by the Company and
the Participating Holders with respect to any required registration or other
qualification of securities under any federal, state or blue sky law or
regulation of any governmental authority other than the Securities Act. The
indemnification agreements contained in this Section 3.6 shall be in addition to
any other rights to indemnification or contribution which any indemnified party
may have pursuant to law or contract and shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of any
indemnified party and shall survive the transfer of any of the Registrable
Securities by any such party.

                           (f) Indemnification Payments. The indemnification and
contribution required by this Section 3.6 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and
when bills with reasonably sufficient detail thereof are received or a Loss is
incurred.

                  3.7 Unlegended Certificates. In connection with the offering
of any Registrable Securities registered pursuant to this Section 3, the Company
shall (i) facilitate the timely preparation and delivery to the Participating
Holders and the underwriters, if any, participating in such offering, of
unlegended certificates representing ownership of such Registrable Securities
being sold in such denominations and registered in such names as requested by
the Participating Holders or such underwriters and (ii) instruct any transfer
agent and registrar of such Registrable Securities to release any stop transfer
orders with respect to any such Registrable Securities.

                  3.8 Limitation on Sale of Securities. The Company hereby
agrees that if it shall previously have received a request for registration
pursuant to Sections 3.1 or 3.2 hereof, and if such previous registration shall
not have been withdrawn or abandoned, the Company shall not effect any public or
private offer, sale or distribution of its equity securities or effect any
registration of any of its equity securities under the Securities Act (other
than a registration on Form S-8 or any successor or similar form which is then
in effect), whether or not for sale for its own account, until a period of 180
days (or such shorter period as the Holders shall be advised by their managing
underwriter) shall have elapsed from the effective date of such previous
registration, and the Company shall so provide in any registration rights
agreements hereafter entered into with respect to any of its equity securities.

                  3.9 No Required Sale. Nothing in this Agreement shall be
deemed to create an independent obligation on the part of any of the Holders to
sell any Registrable Securities pursuant to any effective registration
statement.


                                       15
<PAGE>

         4. Rule 144. The Company shall take all actions reasonably necessary to
enable holders of Registrable Securities to sell such securities without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144 under the Securities Act, or (b) any similar rule or
regulation hereafter adopted by the Commission including, without limiting the
generality of the foregoing, filing on a timely basis all reports required to be
filed by the Exchange Act. Upon the request of a Holder, the Company will
promptly deliver to such holder a written statement as to whether it has
complied with such requirements.

         5. Amendments and Waivers. This Agreement may be amended, waived,
modified or supplemented only by written agreement of the Company and the
holders of (i) a majority of the shares of Common Stock then outstanding which
are also Registrable Securities and (ii) a majority of the shares of Preferred
Stock then outstanding which are also Registrable Securities; provided, however,
that any amendment, waiver, modification or supplement of Section 3.6 hereto
shall require the written agreement of the Company and all Holders.

         6. Limitations on Subsequent Registration Rights. From and after the
date hereof until the Holders shall no longer hold any Registrable Securities,
the Company shall not, without the prior written consent of the holders of (i) a
majority of the shares of Common Stock then outstanding which are also
Registrable Securities and (ii) a majority of the shares of Preferred Stock then
outstanding which are also Registrable Securities, enter into any agreement with
any holder or prospective holder of any equity securities of the Company giving
such holder or prospective holder demand or incidental registration rights
containing cut-back provisions that are by their terms not subordinate to the
registration rights granted in this Agreement.

         7. Notice. All notices and other communications hereunder shall be in
writing or via facsimile and, unless otherwise provided herein, shall be deemed
to have been given when received by the party to whom such notice is to be given
at its address set forth below, or such other address for the party as shall be
specified by notice given pursuant hereto:

         (a) If to any of the Holders, at its last address as it appears upon
the Company's registry books.


         (b) If to the Company:

                 NTL Europe, Inc.
                 37 Purchase Street
                 Rye, New York  10580
                 Attention:  Chief Executive Officer
                 Facsimile: 914-921-1800

         8. Assignment; Third Party Beneficiaries. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors and permitted assigns. This Agreement may
not be assigned by the Company without the prior written consent of the holders
of (i) a majority of the shares of Common Stock then outstanding which are also
Registrable Securities and (ii) a majority of the shares of Preferred Stock then
outstanding which are also Registrable Securities. Any Holder may, at its
election, at any time or from time to time, assign its rights under this
Agreement, in whole or in part, to any purchaser of shares of Registrable
Securities held by it.

                                       16
<PAGE>

         9. Remedies. The parties hereto agree that money damages or other
remedy at law would not be sufficient or adequate remedy for any breach or
violation of, or a default under, this Agreement by them and that, in addition
to all other remedies available to them, each of them shall be entitled to an
injunction restraining such breach, violation or default or threatened breach,
violation or default and to any other equitable relief, including without
limitation specific performance, without bond or other security being required.
In any action or proceeding brought to enforce any provision of this Agreement
(including the indemnification provisions thereof), the successful party shall
be entitled to recover reasonable attorneys' fees in addition to its costs and
expenses and any other available remedy.

         10. No Inconsistent Agreements. The Company will not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holders in this Agreement
or otherwise conflicts with the provisions hereof, other than any customary
lock-up agreement with the underwriters in connection with any offering effected
hereunder, pursuant to which the Company shall agree not to register for sale,
and the Company shall agree not to sell or otherwise dispose of, Common Stock,
Preferred Stock, any securities convertible into or exercisable or exchangeable
for Common Stock, or any securities convertible into or exercisable or
exchangeable for Preferred Stock, for a specified period (not to exceed 180
days) following such offering. The Company represents and warrants that the
rights granted to the Holders hereunder do not in any way conflict with and are
not inconsistent with any other agreements to which the Company is a party or by
which it is bound after the effective date of the Plan.

         11. Descriptive Headings. The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for reference only and
shall not control or otherwise affect the meaning hereof.

         12. Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights and obligations of the parties hereto shall be
governed by, the laws of the State of New York, without giving effect to the
conflicts of law principles thereof. Each of the parties hereto hereby
irrevocably and unconditionally consents to submit to the exclusive jurisdiction
of the courts of the State of New York and the United States of America located
in the State of New York for any action or proceeding arising out of or relating
to this Agreement and the transactions contemplated hereby (and agrees not to
commence any action or proceeding relating thereto except in such courts), and
further agrees that service of any process, summons, notice or document by U.S.
registered mail to its respective address set forth in Section 7 hereof shall be
effective service of process for any action or proceeding brought against it in
any such court. Each of the parties hereto hereby irrevocably and
unconditionally waives any objection to the laying of venue of any action or
proceeding arising out of this Agreement or the transactions contemplated hereby
in the courts of the State of New York or the United States of America located
in the State of New York, and hereby further irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that any such action
or proceeding brought in any such court has been brought in an inconvenient
forum.

                                       17
<PAGE>

         13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

         14. Invalidity of Provision. The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in any
other jurisdiction. If any restriction or provision of this Agreement is held
unreasonable, unlawful or unenforceable in any respect, such restriction or
provision shall be interpreted, revised or applied in a manner that renders it
lawful and enforceable to the fullest extent possible under law.

         15. Further Assurances. Each party hereto shall do and perform or cause
to be done and performed all further acts and things and shall execute and
deliver all other agreements, certificates, instruments, and documents as any
other party hereto reasonably may request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

         16. Entire Agreement; Effectiveness. This Agreement constitutes the
entire agreement, and supersedes all prior agreements and understandings, oral
and written, between the parties hereto with respect to the subject matter
hereof.




                                       18
<PAGE>



         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized.

                                     NTL  EUROPE, INC.



                                     By:     _________________________
                                             Name:
                                             Title:

                                     [STOCKHOLDER]

                                     By:


                                     By:     _________________________
                                             Name:
                                             Title:




<PAGE>



                                                                      Schedule A




            Schedule of Signatories to Registration Rights Agreement
            --------------------------------------------------------



Angelo Gordon & Co. LP
Appaloosa Management, LP