Virgin Media 2006 Annual Report Download - page 256

Amendment No. 1A to Indemnity Agreement
Dated , 2006.
To: Persons Listed on Exhibit A
Dear Sir/Madam,
The company then known as NTL Incorporated (and now known as NTL Holdings, Inc.)(“NTL Holdings”) entered into an
Indemnity Agreement with you dated as of January 10, 2003 in your capacity as a director or officer of NTL Holdings (the “prior
Indemnity Agreement”).
You recently entered into a new Indemnity Agreement with NTL Incorporated (“NTL Inc.”) dated as of , 2006
(the “new Indemnity Agreement”), which was intended to replace the prior Indemnity Agreement. However, the prior Indemnity
Agreement was broader in one respect, in that it specifically covered actions taken in connection with the reorganization of NTL
Holdings, including actions taken as a prospective director. NTL Inc. did not intend to narrow the scope of the new Indemnity
Agreement in respect of such matters.
Consequently, you and we agree that the new Indemnity Agreement with you is hereby amended as follows:
1. The definition of “Indemnifiable Event” in Section 1.0(d) of the new Indemnity Agreement is hereby amended by inserting
“(i)” after the word “is” in the first line of that definition and adding the following at the end of that definition:
“and (ii) any event or occurrence related to the Indemnitee’s actions or inaction undertaken in connection with the steps of the
Company’s subsidiary, NTL Holdings, Inc. (“NTL Holdings”), relating to the POS Regulations, or the fact that prior to the January
10, 2003 consummation of NTL Holdings’ plan of reorganization (the “Plan”) the Indemnitee was a prospective director of NTL
Holdings or any affiliate thereof or by reason of anything done or not done by Indemnitee or NTL Holdings in any such capacity,
including, but not limited to, any action taken in any such capacity in connection with the consummation of the Plan.”
2. Section 1.0 is hereby amended by adding new sub−section “(h)” as follows:
“(h) POS Regulations: shall mean the UK Public Offer of Securities Regulations 1995.”
Please confirm your agreement to the foregoing by signing this Amendment No. 1 and returning it to us.
Best regards.
Sincerely,
NTL Incorporated
By:
Name:
Title:
Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007