Virgin Media 2009 Annual Report Download - page 219

EXHIBIT INDEX
Exhibit
No.
2.1 Amended and Restated Agreement and Plan of Merger, dated as of December 14, 2005,
among NTL Incorporated, Telewest Global, Inc., Neptune Bridge Borrower LLC and Merger
Sub Inc. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of
Virgin Media Inc. as filed with the Securities and Exchange Commission on December 20,
2005).
2.2 Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, dated as of
January 30, 2006, among NTL Incorporated, Telewest Global, Inc., Neptune Bridge
Borrower LLC and Merger Sub Inc. (Incorporated by reference to Exhibit 2.2. to Amendment
No. 1 to the Registration Statement on Form S-4 of Virgin Media Inc. as filed with the
Securities and Exchange Commission on January 30, 2006).
2.3 Second Amended Joint Reorganization Plan of NTL Incorporated and Certain Subsidiaries,
dated July 15, 2002 (as subsequently modified) (Incorporated by reference to Exhibit 2.8 to the
Registration Statement on Form S-1 of Virgin Media Holdings Inc. as filed with the Securities
and Exchange Commission on February 12, 2003).
3.1 Second Restated Articles of Incorporation of Virgin Media Inc. (Incorporated by reference to
Exhibit 3.1 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the
Securities and Exchange Commission on March 1, 2007).
3.2 Restated by-laws of Virgin Media Inc. (Incorporated by reference to Exhibit 3.2 to the Annual
Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange
Commission on March 1, 2007).
3.3* Memorandum and Articles of Association of Virgin Media Investment Holdings Limited.
4.1* High Yield Intercreditor Deed, dated April 13, 2004, as amended and restated on
December 30, 2009, among Virgin Media Finance PLC as Issuer, Virgin Media Investment
Holdings Limited as Borrower and as High Yield Guarantor, Deutsche Bank AG, London
Branch 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.
4.2 Group Intercreditor Deed, dated March 3, 2006, as amended and restated on October 30,
2009, 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 10.2 to the Current
Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange
Commission on November 2, 2009).
4.3 Barclays Intercreditor Agreement, dated March 3, 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. (Incorporated by reference to Exhibit 4.3 to the Annual
Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange
Commission on March 1, 2007).
4.4 Equity Registration Rights Agreement, dated as of January 10, 2003, by and among NTL
Incorporated and the stockholders listed on the signature pages thereto (Incorporated by
reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Holdings Inc. as
filed with the Securities and Exchange Commission on January 10, 2003).
4.5 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 Virgin Media Holdings Inc. as filed with the Securities
and Exchange Commission on September 26, 2003).