Virgin Media 2006 Annual Report Download - page 185

2.9 Share Sale Agreement relating to ntl Communications (Ireland) Limited and ntl Irish Networks
Limited, dated as of May 9, 2005, among ntl Group Limited, ntl Irish Holdings Limited, ntl
(Chichester) Limited and MS Irish Cable Holdings B.V. (Incorporated by reference to Exhibit 2.1
to the Quarterly Report on Form 10−Q of NTL Incorporated (now known as Virgin Media
Holdings Inc.) as filed with the Securities and Exchange Commission on May 10, 2005).
2.10 Deed of Tax Covenant relating to ntl Communications (Ireland) Limited, ntl Irish Networks
Limited and their subsidiaries, dated as of May 9, 2005, among ntl Irish Holdings Limited, ntl
(Chichester) Limited and MS Irish Cable Holdings B.V. (Incorporated by reference to Exhibit 2.2
to the Quarterly Report on Form 10−Q of NTL Incorporated (now known as Virgin Media
Holdings Inc.) as filed with the Securities and Exchange Commission on May 10, 2005).
2.11 Asset Transfer Agreement, dated as of May 9, 2005, between ntl Group Limited and MS Irish
Cable Holdings B.V. (Incorporated by reference to Exhibit 2.3 to the Quarterly Report on
Form 10−Q of NTL Incorporated (now known as Virgin Media Holdings Inc.) as filed with the
Securities and Exchange Commission on May 10, 2005).
3.1* Second Restated Articles of Incorporation of Virgin Media Inc., as amended on February 6, 2007.
3.2* Restated by−laws of Virgin Media Inc., as amended on February 6, 2007.
4.1 High Yield Intercreditor Deed among NTL Cable PLC as Issuer, NTL Investment Holdings
Limited as Borrower and as High Yield Guarantor, Credit Suisse First Boston as Facility Agent
and Bank Group Security Trustee, The Bank of New York as High Yield Trustee, the Senior
Lenders named therein, the Intergroup Debtor named therein and the Intergroup Creditor named
therein (Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8−K of NTL
Incorporated (now known as Virgin Media Holdings Inc.) as filed with the Securities and
Exchange Commission on April 20, 2004).
4.2 Group Intercreditor Deed dated 3 March 2006 as amended and restated on 13 June 2006 and 10
July 2006 between, among others, Deutsche Bank AG, London Branch as Facility Agent and
Security Trustee and the Seniors Lenders, the Intergroup Debtors and the Intergroup Creditors
named therein (excluding schedules) (Incorporated by reference to Exhibit 99.2 to the Current
Report on Form 8−K of NTL Incorporated (now known as Virgin Media Inc.) as filed with the
Securities and Exchange Commission on July 13, 2006).
4.3 * Barclays Intercreditor Agreement dated 3 March 2006 between, among others, Yorkshire Cable
Communications Limited, Sheffield Cable Communications Limited, Yorkshire Cable Properties
Limited, Cable London Limited, Barclays Bank PLC and Deutsche Bank AG, London Branch as
Security Trustee.
4.4 Registration Rights Agreement, dated as of September 26, 2003, between NTL Incorporated and
W.R. Huff Asset Management Co., L.L.C. (Incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S−1 of NTL Incorporated (now known as Virgin Media Holdings
Inc.) as filed with the Securities and Exchange Commission on September 26, 2003).
4.5 Amendment No. 2, dated as of March 3, 2006, to the Rights Agreement between Telewest
Global, Inc. and The Bank of New York, as Rights Agent (Incorporated by reference to
Exhibit 10.3 to the Current Report on Form 8−A/A of NTL Incorporated (now known as Virgin
Media Inc.) as filed with the Securities and Exchange Commission on March 6, 2006).
Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007