Virgin Media 2010 Annual Report Download - page 230

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
(Incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K of Virgin Media Inc. as
filed with the Securities and Exchange Commission on February 26, 2010).
3.4* Memorandum and Articles of Association of Virgin Media Investments 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, The Bank of
New York Mellon 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 4.1 to
the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange
Commission on February 26, 2010).
4.2 Group Intercreditor Deed, dated March 3, 2006, as amended and restated on January 8, 2010 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 (Incorporated by
reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the
Securities and Exchange Commission on May 6, 2010).
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).