Dated 18 February 2011 COMPOSITE DEBENTURE Between VMWH LIMITED as Chargor and DEUTSCHE BANK AG, LONDON BRANCH as Security TrusteeVirgin Media Investments LTD • May 5th, 2011 • Telephone communications (no radiotelephone)
VIRGIN MEDIA INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of [GRANT DATE] (“Grant Date”) by and between Virgin Media Inc., a Delaware Company (the “Company”), and [NAME] (the Employee”).
VIRGIN MEDIA INC. AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee TRUST JOINT OWNERSHIP AGREEMENT RELATING TO THE VIRGIN MEDIA INC 2010 STOCK INCENTIVE PLANJoint Ownership Agreement • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • Delaware
VIRGIN MEDIA INC.Your Employment Agreement • November 8th, 2010 • Virgin Media Investments LTD • Telephone communications (no radiotelephone)
Reference is made to the employment agreement, dated as of September 18, 2007, between you and Virgin Media Inc., and as amended by letter agreement, dated as of November 28, 2008, July 31, 2009 December 10, 2009 and February 4, 2010 between you and Virgin Media Inc. (the “Employment Agreement”).
VIRGIN MEDIA INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 7th, 2013 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of January 25, 2013 (“Grant Date”) by and between Virgin Media Inc., a Delaware Company (the “Company”), and «First_Name» «Last_Name» (the Employee”).
RELEASE OF NOTE GUARANTEERelease of Note Guarantee • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • New York
RELEASE OF NOTE GUARANTEE (this “Release”), dated as of February 18, 2011, entered into by and among Virgin Media Secured Finance PLC, a company incorporated in England and Wales (the “Issuer”); Telewest Communications Holdings Limited, a company incorporated in England and Wales (the “Released Guarantor”) and The Bank of New York Mellon as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (referred to below).
VIRGIN MEDIA INC. PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • February 21st, 2012 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of January 27, 2012 (“Grant Date”) by and between Virgin Media Inc., a Delaware Company (the “Company”), and [NAME] (the “Employee”).
VIRGIN MEDIA INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 21st, 2012 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of January 27, 2012 (“Grant Date”) by and between Virgin Media Inc., a Delaware Company (the “Company”), and [NAME] (the Employee”).
RELEASE OF NOTE GUARANTEERelease of Note Guarantee • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • New York
RELEASE OF NOTE GUARANTEE (this “Release”), dated as of September 20, 2010, entered into by and among Virgin Media Secured Finance PLC, a company incorporated in England and Wales (the “Issuer”); each of those entities set out in Schedule 1 (the “Released Guarantors”) and The Bank of New York Mellon as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (referred to below).
DATED 21 December, 2010 VIRGIN MEDIA LIMITED and SCOTT G. DRESSER SERVICE AGREEMENT Virgin Media Limited 160 Great Portland Street London W1W 5QAService Agreement • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • England and Wales
As of the date hereof, Virgin Media Inc. (“VMI”), the Company’s parent, employs the Executive, pursuant to the DGC Employment Agreement (defined below), as its Deputy General Counsel. The parties intend that the Executive become the General Counsel of the Company and VMI on 1 January 2011. As agreed in the Letter Agreement (defined below), the terms of the DGC Employment Agreement shall continue to govern the Executive’s employment until 1 January 2011.
Release AgreementRelease Agreement • May 5th, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • New York
WHEREAS, Mr Bryan Hall (the “Executive”) was employed by Virgin Media Inc. (the “Company”) as its General Counsel and Company Secretary pursuant to a Third Restated and Amended Employment Agreement, dated as of September 15, 2009 (the “Employment Agreement”);
REAFFIRMATION AGREEMENTReaffirmation Agreement • May 5th, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • New York
This REAFFIRMATION AGREEMENT, dated as of 3 March, 2011 (this “Agreement”), is entered into by and among Virgin Media Inc., a Delaware corporation (the “Ultimate Parent”), each of the subsidiaries of the Ultimate Parent listed on the signature pages hereto (each such subsidiary and the Ultimate Parent, collectively, the “Reaffirming Parties”), Deutsche Bank AG, London Branch, as Security Trustee (the “Security Trustee”) (such term and each other capitalized term, unless otherwise specified herein, shall have the meanings ascribed to them in the Group Intercreditor Agreement described below), and The Bank of New York Mellon, in its capacity as trustee (the “Notes Trustee”) for and on behalf of itself and the holders of the notes from time to time, under the New Indenture (as referred below).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of February 18, 2011 (this “Supplemental Indenture”), by and among VMWH Limited, a private limited company organized under the laws of England and Wales, (the “New Senior Secured Guarantor”), Virgin Media Secured Finance PLC, a public limited company organized under the laws of England and Wales (the “Issuer”) and The Bank of New York Mellon, a New York banking company, as trustee (the “Trustee”). All capitalized terms used but not defined herein shall have the meanings specified in the Indenture referred to below.
RELEASE OF NOTE GUARANTEERelease of Note Guarantee • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • New York
RELEASE OF NOTE GUARANTEE (this “Release”), dated as of February 15, 2011, entered into by and among Virgin Media Secured Finance PLC, a company incorporated in England and Wales (the “Issuer”); each of those entities set out in Schedule 1 (the “Released Guarantors”) and The Bank of New York Mellon as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (referred to below).
VIRGIN MEDIA INC. AND THE EMPLOYEE NAMED HEREIN EMPLOYEE JOINT OWNERSHIP AGREEMENT RELATING TO THE VIRGIN MEDIA INC 2010 STOCK INCENTIVE PLANEmployee Joint Ownership Agreement • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • Delaware
GRANTOR TRUST under Virgin Media Inc.Jsop Trust Agreement • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • Delaware
This Trust Agreement is made this 28th day of January, 2011, by and between Virgin Media Inc., a Delaware corporation (the “Company”), the grantor, and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”).
VIRGIN MEDIA INC. FORM OF RESTRICTED STOCK UNIT AGREEMENT JSOP SUPPLEMENTARY AWARDRestricted Stock Unit Agreement • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of 28 January 2011 (“Grant Date”) by and between Virgin Media Inc., a Delaware corporation (the “Company”), and [NAME] (the Employee”). Unless the context otherwise requires, terms used but not defined herein shall have the same meaning as in the Virgin Media Inc. 2010 Stock Incentive Plan, as amended by Schedule B – the Joint Stock Ownership Plan Sub-Plan (the “Plan”) or in the Employee Joint Ownership Agreement relating to the Plan between the Company and the Employee dated 28 January 2011 (the “EJOA”).
Agreement Flextech Broadband Limited and Virgin Media Investment Holdings Limited and Southbank Media Ltd and Scripps Networks Interactive, Inc. relating to the sale and purchase of 50 per cent. of the issued ordinary share capital of each of UK...Agreement • November 4th, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • England
of £1.00 each of which 950 ordinary shares of £1.00 each, 25 A ordinary shares of £1.00 each, 25 B ordinary shares of £1.00 each and 25 D ordinary shares of £1.00 each are in issue and fully paid.
VIRGIN MEDIA INC. PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • February 7th, 2013 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of January 25, 2013 (“Grant Date”) by and between Virgin Media Inc., a Delaware Company (the “Company”), and «First_Name» «Last_Name» (the "Employee”).
VIRGIN MEDIA INC. FORM OF PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of January 28, 2011 (“Grant Date”) by and between Virgin Media Inc., a Delaware Company (the “Company”), and [NAME] (the “Employee”).
