AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (Re: Interests in Estuaries Cable Limited Partnership) Dated January 19, 2010 between TCI/US WEST CABLE COMMUNICATIONS GROUP THESEUS NO. 1 LIMITED and THESEUS NO. 2 LIMITED as Pledgors and DEUTSCHE...Pledge and Security Agreement • June 30th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone) • Colorado
This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), is made and entered into as of January 19, 2010 by and among TCI/US WEST CABLE COMMUNICATIONS GROUP, a Colorado general partnership, THESEUS NO. 1 LIMITED, a limited company incorporated in England and Wales and THESEUS NO. 2 LIMITED, a limited company incorporated in England and Wales (each of foregoing being referred to individually as a “Pledgor” and collectively as the “Pledgors”), and Deutsche Bank AG, London Branch, in its capacity as Security Trustee for the Beneficiaries (the “Security Trustee” which expression includes any person which is for the time being the Security Trustee for the Beneficiaries).
Dated 17 May 2010 COMPOSITE DEBENTURE Between THE COMPANIES LISTED IN SCHEDULE 1 as Chargors and DEUTSCHE BANK AG, LONDON BRANCH as Security TrusteeComposite Debenture • June 30th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone)
Dated 17 May 2010 and DEUTSCHE BANK AG, LONDON BRANCH as Security Trustee ASSIGNMENT OF LOANSAssignment of Loans • June 30th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone)
January 19, 2010 AMENDED AND RESTATED PLEDGE AGREEMENT between NTL VICTORIA LIMITED as Pledgor and DEUTSCHE BANK AG, LONDON BRANCH as Security Trustee and PledgeePledge Agreement • June 30th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of March 3, 2006 and amended and restated as of January 19, 2010, among NTL Victoria Limited (the “Pledgor”) and Deutsche Bank AG, London Branch, as Security Trustee (together with any successor Security Trustee, (the “Pledgee”), for the benefit of the Beneficiaries (as defined below)). Except as otherwise defined herein, all capitalized terms used herein and defined in the Senior Facilities Agreement or the Group Intercreditor Deed shall be used herein as therein defined.
RELEASE OF NOTE GUARANTEERelease of Note Guarantee • June 15th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone) • New York
RELEASE OF NOTE GUARANTEE (this “Release”), dated as of June 10, 2010, entered into by and among Virgin Media Secured Finance PLC, a company incorporated in England and Wales (the “Issuer”); Virgin Media Television Rights Limited, a company incorporated in England and Wales (“VMTVR”); Virgin Media Television Limited, a company incorporated in England and Wales (“VMTV”); Challenge TV, a company registered in England and Wales (“Challenge”); Bravo TV Limited, a company registered in England and Wales (“Bravo”); Living TV Limited, a company registered in England and Wales (“Living”); Trouble TV Limited, a company registered in England and Wales (“Trouble”, and together with VMTVR, VMTV, Challenge, Bravo and Living, 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).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • June 15th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone) • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of May 17, 2010 (this “Supplemental Indenture”), by and among General Cable Investments Limited, a company organized under the laws of England and Wales, NTL Funding Limited, a company organized under the laws of England and Wales, Telewest Communications Holdco Limited, a company organized under the laws of England and Wales, and VM Sundial Limited, a company organized under the laws of England and Wales (each, a “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.
Dated 9 February 2010 BLOCKED ACCOUNT CHARGE between VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED as Chargor and DEUTSCHE BANK AG, LONDON BRANCH as Security Trustee White & Case LLP 5 Old Broad Street London EC2N 1DWBlocked Account Charge • June 30th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone)
RANKING AGREEMENT among CABLETEL (UK) LIMITED andRanking Agreement • June 30th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone) • Edinburgh
BIRMINGHAM CABLE LIMITED (BCL) and DEUTSCHE BANK AG, LONDON BRANCH (as Security Trustee) SECURITY AGREEMENT in respect of shares in Birmingham Cable Finance Limited Date: 19 January 2010Security Agreement • June 30th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone) • Jersey
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • June 15th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone) • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of April 19, 2010 (this “Supplemental Indenture”), by and among Virgin Media SFA Finance Limited, a 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.
January 19, 2010 AMENDED AND RESTATED PLEDGE AGREEMENT between THE PARTIES LISTED ON THE SIGNATURE PAGES HERETO, as Pledgors and DEUTSCHE BANK AG, LONDON BRANCH as Security Trustee and PledgeePledge Agreement • June 30th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of March 3, 2006 and amended and restated as of January 19, 2010, among the parties listed on the signature pages hereto (each a “Pledgor” and collectively the “Pledgors”) and Deutsche Bank AG, London Branch, as Security Trustee (together with any successor Security Trustee, (the “Pledgee”), for the benefit of the Beneficiaries (as defined below)). Except as otherwise defined herein, all capitalized terms used herein and defined in the Senior Facilities Agreement or the Group Intercreditor Deed shall be used herein as therein defined.
SHARE PLEDGE AGREEMENT dated January 19, 2010 BETWEEN Virgin Media Investments Limited as the Pledgor AND Deutsche Bank AG, London Branch as the Pledgee AND Future Entertainment S.à r.l. as the Company 18-20, rue Edward SteichenShare Pledge Agreement • June 30th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone) • Luxembourg
AMENDMENT AND RESTATEMENT AGREEMENTAccounts Pledge Agreement • June 30th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone) • Luxembourg
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • June 30th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone) • New York
NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each Debtor, the receipt and sufficiency of which are hereby acknowledged, each Debtor hereby makes the following representations and warranties to the Security Trustee for the benefit of the Beneficiaries and hereby covenants and agrees with the Security Trustee for the benefit of the Beneficiaries as follows:
RELEASE OF NOTE GUARANTEERelease of Note Guarantee • June 15th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone) • New York
RELEASE OF NOTE GUARANTEE (this “Release”), dated as of April 29, 2010, entered into by and among Virgin Media Secured Finance PLC, a company incorporated in England and Wales (the “Issuer”), Virgin Media Dover LLC (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).
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • June 15th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone) • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of June 10, 2010 (this “Supplemental Indenture”), by and among Telewest Communications (Cumbernauld) Limited, a private limited company organized under the laws of Scotland, Telewest Communications (Dumbarton) Limited, a private limited company organized under the laws of Scotland, Telewest Communications (Falkirk) Limited, a private limited company organized under the laws of Scotland, Telewest Communications (Glenrothes) Limited, a private limited company organized under the laws of Scotland, Barnsley Cable Communications Limited, a private limited company organized under the laws of England and Wales, Doncaster Cable Communications Limited, a private limited company organized under the laws of England and Wales, Halifax Cable Communications Limited, a private limited company organized under the laws of England and Wales, and Wakefield Cable Communications Limited, a private limited company organized under the laws of England and Wales (each, a
Dated 15 April 2010 CHARGE OVER SHARES between VIRGIN MEDIA FINANCE PLC as Chargor and DEUTSCHE BANK AG, LONDON BRANCH as Security TrusteeCharge Over Shares • June 30th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone)
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (Re: Interests in Avon Cable Limited Partnership) Dated January 19, 2010 between TCI/US WEST CABLE COMMUNICATIONS GROUP THESEUS NO. 1 LIMITED and THESEUS NO. 2 LIMITED as Pledgors and DEUTSCHE BANK...Pledge and Security Agreement • June 30th, 2010 • Wakefield Cable Communications LTD • Telephone communications (no radiotelephone) • Colorado
This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), is made and entered into as of January 19, 2010 by and among TCI/US WEST CABLE COMMUNICATIONS GROUP, a Colorado general partnership, THESEUS NO. 1 LIMITED, a limited company incorporated in England and Wales and THESEUS NO. 2 LIMITED, a limited company incorporated in England and Wales (each of foregoing being referred to individually as a “Pledgor” and collectively as the “Pledgors”), and Deutsche Bank AG, London Branch, in its capacity as Security Trustee for the Beneficiaries (the “Security Trustee” which expression includes any person which is for the time being the Security Trustee for the Beneficiaries).
