Virgin Media 2012 Annual Report Download - page 190

F-119
EXHIBIT INDEX
Exhibit
Number
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 3.1 to the Current Report on
Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on October 5, 2012).
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. (Incorporated by reference to
Exhibit 3.4 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange
Commission on February 22, 2011).
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).
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).
4.6 Registration Rights Agreement, dated June 24, 2004, among Telewest Global, Inc., and Holders listed on the
Signature pages thereto (Incorporated by reference to Exhibit 4.4 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).
4.7 Rights Agreement, dated March 25, 2004, between Telewest Global, Inc. and The Bank of New York, as
Rights Agent (Incorporated by reference to Exhibit 4.36 to Amendment No. 2 to the Registration Statement on
Form S-4 of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 30, 2004).
4.8 Amendment No. 1, dated as of October 2, 2005, to the Rights Agreement, dated as of March 25, 2004,
among Telewest Global, Inc. and The Bank of New York, as Rights Agent (Incorporated by reference to
Amendment No. 1 to the Registration Statement on Form 8-A of Virgin Media Inc. as filed with the Securities
and Exchange Commission on October 3, 2005).
4.9 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 Amendment No. 2 to the
Registration Statement on Form 8-A of Virgin Media Inc. as filed with the Securities and Exchange
Commission on March 6, 2006).
4.10 Amendment No. 3, dated as of October 27, 2010, to the Rights Agreement, dated as of March 25, 2004,
between Virgin Media Inc. and The Bank of New York Mellon (Incorporated by reference to Exhibit 4.1 to the
Current Report on Form 8-K of Virgin Media Inc., as filed with the Securities and Exchange Commission on
October 27, 2010).
4.11 Indenture for 6.50% Convertible Senior Notes due 2016, dated as of April 16, 2008, between Virgin
Media Inc. and The Bank of New York, as trustee (including form of 6.50% Convertible Senior Note due 2016)
(Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with
the Securities and Exchange Commission on April 16, 2008).
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