RELEASE OF NOTE GUARANTEE
Exhibit 4.27
Execution Version
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).
RECITALS
WHEREAS, the Issuer and the Note Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture dated as of January 19, 2010 (as amended and supplemented, the “Indenture”), providing for the issuance of $1,000,000,000 aggregate principal amount of 6.50% Senior Secured Notes due 2018 and £875,000,000 aggregate principal amount of 7.00% Senior Secured Notes due 2018 (collectively, the “Notes”);
WHEREAS, under the terms of the Indenture each of the Note Guarantors (which term includes each of the Released Guarantors) unconditionally guaranteed the obligations of the Issuer under the Indenture and the Notes on the terms and conditions set forth therein (each, a “Note Guarantee”);
WHEREAS, Section 11.08(b)(4)(B) of the Indenture provides that the Note Guarantee of a Subsidiary Guarantor (which term includes each of the Released Guarantors) shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor and its obligations under the Note Guarantee, the Indenture, the Collateral Documents and the Intercreditor Deeds will be released and discharged upon the release or discharge of such Subsidiary Guarantor from its applicable guarantee obligations under the Existing Credit Facility;
WHEREAS, the Released Guarantors have been released and discharged from the relevant guarantee obligations under the Existing Credit Facility pursuant to a Deed of Release (the “Credit Facility Release”), dated as of February 15, 2011 between, inter alia, the Security Trustee and the Released Guarantors, which is attached hereto as Exhibit A;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer and the Released Guarantors mutually covenant and agree, and the Trustee acknowledges as follows:
| 1. | Pursuant to Section 11.08(b)(4)(B) of the Indenture, upon the release of the Released Guarantors’ guarantee obligations under the Existing Credit Facility pursuant to the Credit Facility Release, the Note Guarantee of each of the Released Guarantors is released and discharged, and each of the Released Guarantors is released and discharged from its obligations under its Note Guarantee and the Indenture. |
| 2. | The Trustee shall not be responsible or liable in any manner whatsoever for or in respect of, and makes no representation as to, the validity, adequacy or sufficiency of this Release or for or in respect of the recitals contained herein, all of which recitals are made solely by the Released Guarantors and the Issuer. |
| 3. | THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. |
| 4. | The parties may sign any number of copies of this Release. Each signed copy shall be an original, but all of them together represent the same agreement. |
(signature pages follow)
- 2 -
IN WITNESS WHEREOF, the parties hereto have caused this Release to be duly executed and attested, all as of the date first above written.
| VIRGIN MEDIA SECURED FINANCE PLC | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 3 -
| ANGLIA CABLE COMMUNICATIONS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| BIRMINGHAM CABLE CORPORATION LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| CABLE LONDON LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| CABLETEL (UK) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| CABLETEL HERTS AND BEDS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 4 -
| CABLETEL SURREY AND HAMPSHIRE LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| CABLETEL WEST GLAMORGAN LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| CABLETEL WEST RIDIND LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| CAMBRIDGE CABLE SERVICES LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| CAMBRIDGE HOLDING COMPANY LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| CCL CORPORATE COMMUNICATIONS SERVICES LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 5 -
| CENTRAL CABLE HOLDINGS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| CONTINENTAL SHELF 16 LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| CREDIT TRACK DEBIT RECOVERY LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| CRYSTAL PALACE RADIO LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| DIAMOND CABLE COMMUNICATIONS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| EAST COAST CABLE LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 6 -
| XX XXXXX LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| EMS INVESTMENTS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| EUROBELL (HOLDINGS) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| EUROBELL (XXX) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| EUROBELL (NO. 2) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| EUROBELL (NO. 3) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 7 -
| EUROBELL (NO. 4) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| EUROBELL CPE LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| EUROBELL LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| FILEGALE LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| FLEXMEDIA LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| FLEXTECH (1992) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 8 -
| FLEXTECH (KINDERNET INVESTMENT) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| FLEXTECH (TRAVEL CHANNEL) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| FLEXTECH BROADBAND LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| FLEXTECH BROADCASTING LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| FLEXTECH CHILDRENS CHANNEL LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| FLEXTECH COMMUNICATIONS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 9 -
| FLEXTECH DIGITAL BROADCASTING LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| FLEXTECH DISTRIBUTION LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| FLEXTECH FAMILY CHANNEL LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| FLEXTECH IVS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| FLEXTECH LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| FLEXTECH MEDIA HOLDINGS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 10 -
| FLEXTECH VIDEO GAMES LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| GENERAL CABLE GROUP LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| GENERAL CABLE HOLDINGS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| GENERAL CABLE INVESTMENTS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| GENERAL CABLE LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| INTERACTIVE DIGITAL SALES LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 11 -
| JEWEL HOLDINGS | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| LANBASE EUROPEAN HOLDINGS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| LANBASE LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| M&NW NETWORK LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| M&NW NETWORK LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (AYLESBURY AND CHILTERN) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 12 -
| NTL (B) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (BROADBAND) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (CITY & WESTMINSTER) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (COUNTRY DURHAM) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (CRUK) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (CWC HOLDINGS) | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 13 -
| NTL (CWC) CORPORATION LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (CWC) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (CWC) PROGRAMMING LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (CWC) UK | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (EALING) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (FENLAND) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 14 -
| NTL (GREENWICH AND LEWISHAM) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (HAMPSHIRE) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (HARROGATE) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (HARROW) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (HARROW) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (KENT) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 15 -
| NTL (LAMBETH AND SOUTHWARK) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (LEEDS) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (NORWICH) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (PETERBOROUGH) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (SOUTH EAST) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (SOUTH LONDON) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 16 -
| NTL (SOUTHAMPTON AND EASTLEIGH) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (SUNDERLAND) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (THAMESMEAD) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (V) | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (WANDSWORTH) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (WEARSIDE) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 17 -
| NTL (WEST LONDON) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (YORCAN) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL (YORK) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL ACQUISITION COMPANY LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL XXXXXX CABLEVISION HOLDING COMPANY | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL BUSINESS (IRELAND) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 18 -
| NTL CABLECOMMS EAST LANCASHIRE | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL CABLECOMMS GROUP LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL CABLECOMMS HOLDINGS NO. 1 LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL CABLECOMMS HOLDINGS NO. 2 LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL CABLECOMMS LANCASHIRE NO. 1 | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL CABLECOMMS LANCASHIRE NO. 2 | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 19 -
| NTL CABLECOMMS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL CABLECOMMS MANCHESTER LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL CABLECOMMS WEST SURRY LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL CHARTWELL HOLDINGS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL COMMUNICATIONS SERVICES LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL DARLINGTON LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 20 -
| NTL DERBY CABLEVISION HOLDING COMPANY | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL FINANCE LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL FUNDING LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL GLASGOW HOLDINGS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL HOLDINGS (BROADLAND) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL HOLDINGS (EAST LONDON) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 21 -
| NTL HOLDINGS (FENLAND) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL HOLDINGS (LEEDS) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL HOLDINGS (NORWICH) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL HOLDINGS (PETERBOROUGH) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL INTERNET SERVICES LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL IRISH HOLDINGS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 22 -
| NTL KIRKLEES HOLDINGS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL MANCHESTER CABLEVISION HOLDING COMPANY | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL MICROLOCK SERVICES LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL NATIONAL NETWORKS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL PARTCHEER COMPANY LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL RECTANGLE LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 23 -
| NTL SIDEOFFER LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL SOLENT TELEPHONE AND CABLE TV COMPANY LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL SOUTH CENTRAL LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL SOUTH WALES LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL STREETUNIQUE PROJECTS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL STREETUNIT PROJECTS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 24 -
| NTL STREETUSUAL SERVICES LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL STREETVISION SERVICES LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL STREETVITAL SERVICES LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL STREETWARM SERVICES LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL STREETWIDE SERVICES LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL STRIKEAGENT TRADING LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 25 -
| NTL STRIKEAMOUNT TRADING LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL STRIKEPART TRADING LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL TECHNICAL SUPPORT COMPANY LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL TEESSIDE LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL TELECOM SERVICES LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL UK TELEPHONE AND CABLE TV HOLDING COMPANY LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 26 -
| NTL XXXXXXXX XX LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL VICTORIA LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| NTL WINSTON HOLDINGS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| SCREENSHOP LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| SOUTHERN EAST ANGLIA CABLE LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| SOUTHWESTERN XXXX INTERNATIONAL HOLDINGS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 27 -
| TELEWEST COMMUNICATIONS (CENTRAL LANCASHIRE) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| TELEWEST COMMUNICATIONS (COSTSWOLD) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| TELEWEST COMMUNICATIONS (LIVERPOOL) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| TELEWEST COMMUNICATIONS (LONDON SOUTH) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| TELEWEST COMMUNICATIONS (NOMINEES) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 28 -
| TELEWEST COMMUNICATIONS (NORTH EAST) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| TELEWEST COMMUNICATIONS (NORTH WEST) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| TELEWEST COMMUNICATIONS (SOUTH EAST) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| TELEWEST COMMUNICATIONS (SOUTH THAMES ESTUARY) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| TELEWEST COMMUNICATIONS (SOUTH WEST) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 29 -
| TELEWEST COMMUNICATIONS (ST. HELENS & KNOWSLEY) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| TELEWEST COMMUNICATIONS (TYNESIDE) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| TELEWEST COMMUNICATIONS CABLE LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| TELEWEST COMMUNICATIONS HOLDCO LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| TELEWEST LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 30 -
| TELEWEST PARLIAMENTARY HOLDINGS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| THE CABLE CORPORATION LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| THE YORKSHIRE CABLE GROUP LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| THESEUS NO. 1 LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| THESEUS NO. 2 LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| TVS TELEVISION 1LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 31 -
| UNITED ARTISTS INVESTMENTS 1LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| VM SUNDIAL 1LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| WINDSOR TELEVISION 1LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| XL DEBT RECOVERY AGENCY LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| YORKSHIRE CABLE COMMUNICATIONS LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| BIRMINGHAM CABLE FINANCE LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
- 32 -
| TELEWEST COMMUNICATIONS (COTSWOLDS) VENTURE, by its partners: | ||
| Cotswolds Cable Limited Partnership | ||
| By: Theseus No. 1 Limited, Cotswolds Cable Limited Partnership’s general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 1 Limited | ||
| By: Theseus No. 2 Limited, Cotswolds Cable Limited Partnership’s general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 2 Limited | ||
| Telewest Communications (Cotswolds) Limited | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Telewest Communications (Cotswolds) Limited | ||
- 33 -
| TELEWEST COMMUNICATIONS (SCOTLAND) VENTURE, by its partners: | ||
| Edinburgh Cable Limited Partnership | ||
| By: Theseus No. 1 Limited, Edinburgh Cable Limited Partnership’s general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 1 Limited | ||
| By: Theseus Xx. 0 Xxxxxxx, Xxxxxxxxx Cable Limited Partnership’s general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 2 Limited | ||
| Telewest Communications (Scotland) Limited | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Telewest Communications (Scotland) Limited | ||
- 34 -
| TELEWEST COMMUNICATIONS (SOUTH EAST) PARTNERSHIP, by its partners: | ||
| Estuaries Cable Limited Partnership | ||
| By: Theseus No. 1 Limited, Estuaries Cable Limited Partnership’s general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 1 Limited | ||
| By: Theseus No. 2 Limited, Estuaries Cable Limited Partnership’s general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 2 Limited | ||
| Telewest Communications (South East) Limited | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Telewest Communications (South East) Limited | ||
| Telewest Communications (South Thames Estuary) Limited | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Telewest Communications (South Thames Estuary) Limited | ||
- 35 -
| CABLETEL SCOTLAND LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| In the presence of: | ||
| Witness: | /s/ XXXX XXXXX | |
| Full name: | Xxxx Xxxxx | |
| Address: | 00 Xxxx Xxxx, XX0X 0XX | |
| All together on | 15/2/2011 | |
| TELEWEST COMMUNICATIONS (SCOTLAND HOLDINGS) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| In the presence of: | ||
| Witness: | /s/ XXXX XXXXX | |
| Full name: | Xxxx Xxxxx | |
| Address: | 00 Xxxx Xxxx, XX0X 0XX | |
| All together on | 15/2/2011 | |
| TELEWEST COMMUNICATIONS (SCOTLAND) LIMITED | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director | ||
| In the presence of: | ||
| Witness: | /s/ XXXX XXXXX | |
| Full name: | Xxxx Xxxxx | |
| Address: | 00 Xxxx Xxxx, XX0X 0XX | |
| All together on | 15/2/2011 | |
- 36 -
| NNS U.K. HOLDINGS 2, INC. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NNS U.K. HOLDINGS 1 INC. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Manager | ||
| NORTH CABLECOMMS HOLDINGS, INC. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NORTH CABLECOMMS L.L.C. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Manager | ||
| NORTH CABLECOMMS MANAGEMENT, INC. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NTL (TRIANGLE) LLC | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Manager | ||
- 37 -
| NTL BROMLEY COMPANY | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NTL CABLECOMMS GROUP, INC. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NTL CHARTWELL HOLDINGS 2, INC. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NTL CHARTWELL HOLDINGS, INC. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NTL NORTH CABLECOMMS HOLDINGS, INC. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NTL NORTH CABLECOMMS MANAGEMENT, INC. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
- 38 -
| NTL NORTH CABLECOMMS HOLDINGS, INC. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NTL PROGRAMMING SUBSIDIARY COMPANY | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NTL SOLENT COMPANY | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NTL SOUTH CABLECOMMS HOLDINGS, INC. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NTL NORTH CABLECOMMS MANAGEMENT, INC. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NTL SURREY COMPANY | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
- 39 -
| NTL SUSSEX COMPANY | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NTL UK CABLECOMMS HOLDINGS, INC | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NTL WESSEX COMPANY | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NTL WINSTON HOLDINGS, INC. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| NTL WIRRAL COMPANY | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| SOUTH CABLECOMMS HOLDINGS, INC. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
- 40 -
| SOUTH CABLECOMMS L.L.C. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Manager | ||
| SOUTH CABLECOMMS MANAGEMENT, INC. | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: President | ||
| WINSTON INVESTORS L.L.C | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Manager | ||
| CHARTWELL INVESTORS L.P. | ||
| By: NTL Chartwell Holdings Limited, its general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of NTL Chartwell Holdings Limited | ||
- 41 -
| AVON CABLE LIMITED PARTNERSHIP | ||
| By: Theseus No. 1 Limited, its general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 1 Limited | ||
| By: Theseus No. 2 Limited, its general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 2 Limited | ||
| COTSWOLDS CABLE LIMITED PARTNERSHIP | ||
| By: Theseus No. 1 Limited, its general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 1 Limited | ||
| By: Theseus No. 2 Limited, its general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 2 Limited | ||
- 42 -
| EDINBURGH CABLE LIMITED PARTNERSHIP | ||
| By: Theseus No. 1 Limited, its general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 1 Limited | ||
| By: Theseus No. 2 Limited, its general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 2 Limited | ||
| ESTUARIES CABLE LIMITED PARTNERSHIP | ||
| By: Theseus No. 1 Limited, its general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 1 Limited | ||
| By: Theseus No. 2 Limited, its general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 2 Limited | ||
- 43 -
| TCI/US WEST CABLE COMMUNICATIONS GROUP | ||
| By: Theseus No. 1 Limited, its general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 1 Limited | ||
| By: Theseus No. 2 Limited, its general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 2 Limited | ||
| TYNESIDE CABLE LIMITED PARTNERSHIP | ||
| By: Theseus No. 1 Limited, its general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 1 Limited | ||
| By: Theseus No. 2 Limited, its general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 2 Limited | ||
- 44 -
| UNITED CABLE (LONDON SOUTH) LIMITED PARTNERSHIP | ||
| By: Theseus No. 1 Limited, its general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 1 Limited | ||
| By: Theseus No. 2 Limited, its general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 2 Limited | ||
| LONDON SOUTH CABLE PARTNERSHIP | ||
| By: United Cable (London) South Limited Partnership, its managing partner | ||
| By: Theseus No. 1 Limited, United Cable (London) South Limited Partnership’s general partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Theseus No. 1 Limited | ||
| By: Crystal Palace Radio Limited, its partner | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Director of Crystal Palace Radio Limited | ||
- 45 -
| FUTURE ENTERTAINMENT S.À X.X. | ||
| By: | /s/ XXXX XXXXX | |
| Name: Xxxx Xxxxx | ||
| Title: General Manager | ||
- 46 -
| THE BANK OF NEW YORK MELLON, | ||
| as Trustee | ||
| By: | /s/ XXXXXXX XXX | |
| Name: Xxxxxxx Xxx | ||
| Title: Senior Associate | ||
- 47 -
SCHEDULE 1
THE RELEASED GUARANTORS
| Entity Name | ||
| 1. | Anglia Cable Communications Limited | |
| 2. | Avon Cable Limited Partnership | |
| 3. | Birmingham Cable Corporation Limited | |
| 4. | Birmingham Cable Finance Limited | |
| 5. | Cable London Limited | |
| 6. | Cabletel (UK) Limited | |
| 7. | CableTel Herts and Beds Limited | |
| 8. | CableTel Scotland Limited | |
| 9. | CableTel Surrey and Hampshire Limited | |
| 10. | CableTel West Glamorgan Limited | |
| 11. | CableTel West Riding Limited | |
| 12. | Cambridge Cable Services Limited | |
| 13. | Cambridge Holding Company Limited | |
| 14. | CCL Corporate Communications Services Limited | |
| 15. | Central Cable Holdings Limited | |
| 16. | Chartwell Investors L.P. | |
| 17. | Continental Shelf 16 Limited | |
| 18. | Cotswolds Cable Limited Partnership | |
| 19. | Credit-Track Debt Recovery Limited | |
| 20. | Crystal Palace Radio Limited | |
| 21. | Diamond Cable Communications Limited | |
| 22. | East Coast Cable Limited |
- 48 -
| Entity Name | ||
| 23. |
Xx Xxxxx Limited | |
| 24. |
Edinburgh Cable Limited Partnership | |
| 25. |
EMS Investments Limited | |
| 26. |
Estuaries Cable Limited Partnership | |
| 27. |
EuroBell (Holdings) Limited | |
| 28. |
EuroBell (XXX) Limited | |
| 29. |
EuroBell (No. 2) Limited | |
| 30. |
EuroBell (No. 3) Limited | |
| 31. |
EuroBell (No. 4) Limited | |
| 32. |
EuroBell CPE Limited | |
| 33. |
EuroBell Limited | |
| 34. |
Filegale Limited | |
| 35. |
Fleximedia Limited | |
| 36. |
Flextech (1992) Limited | |
| 37. |
Flextech (Kindernet Investment) Limited | |
| 38. |
Flextech (Travel Channel) Limited | |
| 39. |
Flextech Broadband Limited | |
| 40. |
Flextech Broadcasting Limited | |
| 41. |
Flextech Childrens Channel Limited | |
| 42. |
Flextech Communications Limited | |
| 43. |
Flextech Digital Broadcasting Limited | |
| 44. |
Flextech Distribution Limited | |
| 45. |
Flextech Family Channel Limited |
- 49 -
| Entity Name | ||
| 46. |
Flextech IVS Limited | |
| 47. |
Flextech Limited | |
| 48. |
Flextech Media Holdings Limited | |
| 49. |
Flextech Video Games Limited | |
| 50. |
Future Entertainment S.à x.x. | |
| 51. |
General Cable Group Limited | |
| 52. |
General Cable Holdings Limited | |
| 53. |
General Cable Investments Limited | |
| 54. |
General Cable Limited | |
| 55. |
Interactive Digital Sales Limited | |
| 56. |
Jewel Holdings | |
| 57. |
Lanbase European Holdings Limited | |
| 58. |
Lanbase Limited | |
| 59. |
London South Cable Partnership | |
| 60. |
M&NW II Network Limited | |
| 61. |
M&NW Network Limited | |
| 62. |
NNS U.K. Holdings 2, Inc. | |
| 63. |
NNS UK Holdings 1 LLC | |
| 64. |
North CableComms Holdings, Inc. | |
| 65. |
North CableComms L.L.C. | |
| 66. |
North CableComms Management, Inc. | |
| 67. |
NTL (Aylesbury and Chiltern) Limited | |
| 68. |
NTL (B) Limited |
- 50 -
| Entity Name | ||
| 69. |
NTL (Broadland) Limited | |
| 70. |
NTL (City & Westminster) Limited | |
| 71. |
NTL (County Durham) Limited | |
| 72. |
NTL (CRUK) | |
| 73. |
NTL (CWC Holdings) | |
| 74. |
NTL (CWC) Corporation Limited | |
| 75. |
NTL (CWC) Limited | |
| 76. |
NTL (CWC) Programming Limited | |
| 77. |
NTL (CWC) UK | |
| 78. |
NTL (Ealing) Limited | |
| 79. |
NTL (Fenland) Limited | |
| 80. |
NTL (Greenwich and Lewisham) Limited | |
| 81. |
NTL (Hampshire) Limited | |
| 82. |
NTL (Harrogate) Limited | |
| 83. |
NTL (Harrow) Limited | |
| 84. |
NTL (Kent) Limited | |
| 85. |
NTL (Lambeth and Southwark) Limited | |
| 86. |
NTL (Leeds) Limited | |
| 87. |
NTL (Norwich) Limited | |
| 88. |
NTL (Peterborough) Limited | |
| 89. |
NTL (South East) Limited | |
| 90. |
NTL (South London) Limited | |
| 91. |
NTL (Southampton and Eastleigh) Limited |
- 51 -
| Entity Name | ||
| 92. |
NTL (Sunderland) Limited | |
| 93. |
NTL (Thamesmead) Limited | |
| 94. |
NTL (Triangle) LLC | |
| 95. |
NTL (V) | |
| 96. |
NTL (Wandsworth) Limited | |
| 97. |
NTL (Wearside) Limited | |
| 98. |
NTL (West London) Limited | |
| 99. |
NTL (Yorcan) Limited | |
| 100. |
NTL (York) Limited | |
| 101. |
NTL Acquisition Company Limited | |
| 102. |
NTL Xxxxxx Cablevision Holding Company | |
| 103. |
NTL Bromley Company | |
| 104. |
NTL Business (Ireland) Limited | |
| 105. |
NTL Cablecomms East Lancashire | |
| 106. |
NTL Cablecomms Group Limited | |
| 107. |
NTL CableComms Group, Inc. | |
| 108. |
NTL Cablecomms Holdings No. 1 Limited | |
| 109. |
NTL Cablecomms Holdings No. 2 Limited | |
| 110. |
NTL Cablecomms Lancashire No. 1 | |
| 111. |
NTL Cablecomms Lancashire No. 2 | |
| 112. |
NTL Cablecomms Limited | |
| 113. |
NTL Cablecomms Manchester Limited | |
| 114. |
NTL Cablecomms West Surrey Limited |
- 52 -
| Entity Name | ||
| 115. |
NTL Chartwell Holdings 2, Inc. | |
| 116. |
NTL Chartwell Holdings Limited | |
| 117. |
NTL Chartwell Holdings, Inc. | |
| 118. |
NTL Communications Services Limited | |
| 119. |
NTL Darlington Limited | |
| 120. |
NTL Derby Cablevision Holding Company | |
| 121. |
NTL Finance Limited | |
| 122. |
NTL Funding Limited | |
| 123. |
NTL Glasgow Holdings Limited | |
| 124. |
NTL Holdings (Broadland) Limited | |
| 125. |
NTL Holdings (East London) Limited | |
| 126. |
NTL Holdings (Fenland) Limited | |
| 127. |
NTL Holdings (Leeds) Limited | |
| 128. |
NTL Holdings (Norwich) Limited | |
| 129. |
NTL Holdings (Peterborough) Limited | |
| 130. |
NTL Internet Services Limited | |
| 131. |
NTL Irish Holdings Limited | |
| 132. |
NTL Kirklees Holdings Limited | |
| 133. |
NTL Manchester Cablevision Holding Company | |
| 134. |
NTL Microclock Services Limited | |
| 135. |
NTL National Networks Limited | |
| 136. |
NTL North CableComms Holdings, Inc. | |
| 137. |
NTL North CableComms Management, Inc. |
- 53 -
| Entity Name | ||
| 138. |
NTL Partcheer Company Limited | |
| 139. |
NTL Programming Subsidiary Company | |
| 140. |
NTL Rectangle Limited | |
| 141. |
NTL Sideoffer Limited | |
| 142. |
NTL Solent Company | |
| 143. |
NTL Solent Telephone and Cable TV Company Limited | |
| 144. |
NTL South CableComms Holdings, Inc. | |
| 145. |
NTL South CableComms Management, Inc. | |
| 146. |
NTL South Central Limited | |
| 147. |
NTL South Wales Limited | |
| 148. |
NTL Streetunique Projects Limited | |
| 149. |
NTL Streetunit Projects Limited | |
| 150. |
NTL Streetusual Services Limited | |
| 151. |
NTL Streetvision Services Limited | |
| 152. |
NTL Streetvital Services Limited | |
| 153. |
NTL Streetwarm Services Limited | |
| 154. |
NTL Streetwide Services Limited | |
| 155. |
NTL Strikeagent Trading Limited | |
| 156. |
NTL Strikeamount Trading Limited | |
| 157. |
NTL Strikeapart Trading Limited | |
| 158. |
NTL Surrey Company | |
| 159. |
NTL Sussex Company | |
| 160. |
NTL Technical Support Company Limited |
- 54 -
| Entity Name | ||
| 161. |
NTL Teesside Limited | |
| 162. |
NTL Telecom Services Limited | |
| 163. |
NTL UK CableComms Holdings, Inc. | |
| 164. |
NTL UK Telephone and Cable TV Holding Company Limited | |
| 165. |
NTL Xxxxxxxx XX Limited | |
| 166. |
NTL Victoria Limited | |
| 167. |
NTL Wessex Company | |
| 168. |
NTL Winston Holdings Limited | |
| 169. |
NTL Winston Holdings, Inc. | |
| 170. |
NTL Wirral Company | |
| 171. |
Screenshop Limited | |
| 172. |
South CableComms Holdings, Inc. | |
| 173. |
South CableComms L.L.C. | |
| 174. |
South CableComms Management, Inc. | |
| 175. |
Southern East Anglia Cable Limited | |
| 176. |
Southwestern Xxxx International Holdings Limited | |
| 177. |
TCI/US West Cable Communications Group | |
| 178. |
Telewest Communications (Central Lancashire) Limited | |
| 179. |
Telewest Communications (Cotswolds) Limited | |
| 180. |
Telewest Communications (Cotswolds) Venture | |
| 181. |
Telewest Communications (Liverpool) Limited | |
| 182. |
Telewest Communications (London South) Limited | |
| 183. |
Telewest Communications (Nominees) Limited |
- 55 -
| Entity Name | ||
| 184. |
Telewest Communications (North East) Limited | |
| 185. |
Telewest Communications (North West) Limited | |
| 186. |
Telewest Communications (Scotland Holdings) Limited | |
| 187. |
Telewest Communications (Scotland) Limited | |
| 188. |
Telewest Communications (Scotland) Venture | |
| 189. |
Telewest Communications (South East) Limited | |
| 190. |
Telewest Communications (South East) Partnership | |
| 191. |
Telewest Communications (South Thames Estuary) Limited | |
| 192. |
Telewest Communications (South West) Limited | |
| 193. |
Telewest Communications (St. Helens & Knowsley) Limited | |
| 194. |
Telewest Communications (Tyneside) Limited | |
| 195. |
Telewest Communications (Wigan) Limited | |
| 196. |
Telewest Communications Cable Limited | |
| 197. |
Telewest Communications Holdco Limited | |
| 198. |
Telewest Limited | |
| 199. |
Telewest Parliamentary Holdings Limited | |
| 200. |
The Cable Corporation Limited | |
| 201. |
The Yorkshire Cable Group Limited | |
| 202. |
Theseus No. 1 Limited | |
| 203. |
Theseus No. 2 Limited | |
| 204. |
TVS Television Limited | |
| 205. |
Tyneside Cable Limited Partnership | |
| 206. |
United Artists Investments Limited |
- 56 -
| Entity Name | ||
| 207. |
United Cable (London South) Limited Partnership | |
| 208. |
VM Sundial Limited | |
| 209. |
Windsor Television Limited | |
| 210. |
Winston Investors L.L.C. | |
| 211. |
XL Debt Recovery Agency Limited | |
| 212. |
Yorkshire Cable Communications Limited |
- 57 -
Exhibit A
Deed of Release
between
Deutsche Bank AG, London Branch
and
Virgin Media Investment Holdings Limited
and
The Companies listed in Schedule 1
(as Released Obligors)
15 February 2011
- 58 -
THIS DEED is dated 15 February 2011
BETWEEN
| (1) | DEUTSCHE BANK AG, LONDON BRANCH in its capacity as security trustee under and for the purposes of the Security Documents referred to below (the “Security Trustee”); |
| (2) | VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED, a company incorporated in England and Wales with company number 03173552 whose registered office is at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx X0X 0XX (“VMIH”); and |
| (3) | THE COMPANIES whose respective registered names and registered numbers are set out in Schedule 1 (the “Released Obligors”). |
WHEREAS
| (A) | Pursuant to a senior facilities agreement dated 16 March 2010 (as from time to time amended, varied, novated or supplemented) (the “Senior Facilities Agreement”), and made between, inter alia, Virgin Media Inc. as Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH Sub Limited and Virgin Media SFA Finance Limited as Original Borrowers, BNP Paribas London Branch and Deutsche Bank AG, London Branch as Global Coordinators and Physical Bookrunners, BNP Paribas London Branch, Deutsche Bank AG, London Branch, Crèdit Agricole Corporate and Investment Bank, GE Corporate Finance Bank SAS, Xxxxxxx Xxxxx International, X.X. Xxxxxx PLC, Lloyds TSB Corporate Markets, Xxxxxxx Xxxxx International, The Royal Bank of Scotland plc and UBS Limited as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent (the “Facility Agent”), Deutsche Bank AG, London Branch as Security Trustee, Deutsche Bank AG, London Branch as Original L/C Bank, and the financial and other institutions named in it as Lenders (each such term as defined therein), the Lenders made available certain loan facilities for the account of the Original Borrowers (each as defined therein). |
| (B) | Pursuant to the terms of a group intercreditor deed originally dated 3 March 2006 (as amended and restated on 13 June 2006, 10 July 2006, 15 May 2008, 30 October 2009 and 8 January 2010 and as from time to time further amended, varied, novated or supplemented) (the “Group Intercreditor Deed”) between, amongst others, Deutsche Bank AG, London Branch as Facility Agent and Security Trustee, the Original Senior Borrowers, the Original Senior Guarantors, the Senior Lenders, the Hedge Counterparties, the Intergroup Debtors and the Intergroup Creditors (each such term as defined therein), the parties thereto agreed to regulate their relationship as creditors on the terms set out therein. |
| (C) | Pursuant to the terms of the Group Intercreditor Deed, the Released Obligors and the Security Trustee have entered into the documents listed in Schedule 2 (the “Released Documents”). |
| (D) | The Secured Obligations secured by the charges created in favour of the Security Trustee by the Released Documents include amongst others: (i) all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any capacity whatsoever) of the obligors under the Senior Facilities Agreement; and (ii) all present and future |
- 59 -
| obligations and liabilities of Virgin Media Secured Finance PLC (the “Issuer”) in respect of certain (A) U.S. Dollar denominated 6.50% senior secured notes due 2018 (the “Dollar Notes”); and (B) pound sterling denominated 7.00% senior secured notes due 2018 (the “Sterling Notes” and, together with the Dollar Notes, the “Notes”) issued pursuant to the terms of an indenture dated 19 January 2010 (as from time to time amended, varied, novated or supplemented) (the “Notes Indenture”) between, amongst others, the Issuer, Virgin Media Inc., as parent, Virgin Media Finance plc, as VM Finance Co, Virgin Media Investment Holdings Limited (“VMIH”), the subsidiary guarantors party thereto, The Bank of New York Mellon as trustee (the “Notes Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg paying agent. |
| (E) | Pursuant to Section 11 (Guarantees) of the Notes Indenture, amongst others, each Released Obligor agreed to provide joint and several, irrevocable and unconditional guarantees to each holder of the Notes and the Notes Trustee in respect thereof (each such guarantee, a “Notes Guarantee”). |
| (F) | Pursuant to the terms of the Senior Facilities Agreement, the Security Trustee shall (and is authorised by the other Relevant Finance Parties to), at the request and cost of VMIH, execute such documents as may be required to release the Released Obligors from any guarantees, indemnities and/or Security Documents to which they are party and to release them from their other obligations under any Relevant Finance Documents, provided that VMIH has delivered a certificate to the Facility Agent in accordance with Clause 44.5(c) of the Senior Facilities Agreement (the “Certificate”) certifying that upon release of the Released Obligors from their obligations under the Senior Facilities Agreement, the 80% Security Test will continue to be satisfied. |
| (G) | The Certificate has been delivered to the Facility Agent by VMIH on or before the date hereof. Accordingly, the Security Trustee has agreed to release certain guarantees and security as specified below. |
| (H) | For the avoidance of doubt, the Notes Guarantees will, pursuant to the terms of Section 11.08 (Release of Guarantees) of the Notes Indenture, be automatically and unconditionally released and discharged upon the release of the guarantees and security granted pursuant to the Senior Facilities Agreement and/or the Debentures and/or the Confirmation Deed as described below. |
NOW THIS DEED WITNESSETH as follows:
1. DEFINITIONS
Unless the context otherwise requires or unless otherwise defined in this Deed, words and expressions defined in the Group Intercreditor Deed and (unless otherwise defined in the Group Intercreditor Deed) the Senior Facilities Agreement shall have the same meanings when used in this Deed (including the recitals);
“Charged Assets” means those assets, including where relevant present and future properties, revenues and rights of every description, of each Released Obligor which are the subject of security created pursuant to the Released documents to which such Released Obligor is a party; and
“Released Obligors” means the entities detailed at Schedule 1 to this Deed, and “Released Obligor” means any one of them.
- 60 -
2. RELEASE AND DISCHARGE
2.1 With effect from the date hereof, the Security Trustee and the Facility Agent (as applicable) hereby irrevocably and unconditionally release and discharge each of the Released Obligors from their respective obligations under:
(a) the Senior Facilities Agreement, including, but not limited to, any guarantee and indemnity obligations under Clause 29 thereof; and
(b) any other Relevant Finance Document to which any Released Obligor is a party.
2.2 With effect from the date hereof, the Security Trustee hereby irrevocably and unconditionally:
(a) releases to each Released Obligor all of their respective rights, title and interests in and to the Charged Assets charged in favour of the Security Trustee pursuant to the terms of the Released Documents, and releases all Encumbrances created or purported to be created by each Released Obligor pursuant to the Security Documents;
(b) reassigns to each Released Obligor all Charged Assets assigned by way of security under the Released Documents; and
(c) discharges and releases each Released Obligor from their respective obligations to the Security Trustee under the Released Documents in respect of such Charged Assets.
3. NON-CRYSTALLISATION
The Security Trustee hereby certifies that:
(a) it is not aware of any event or matter which may have caused any floating charge created by the Released Documents automatically to crystallise into a fixed charge;
(b) it is not aware of any matter which would entitle it to crystallise any floating charge created by the Released Documents into a fixed charge; and
(c) it has not taken any steps to crystallise any floating charge created by the Released Documents into a fixed charge.
4. REPRESENTATIONS AND WARRANTIES
4.1 VMIH hereby represents and warrants to the Security Trustee that:
(i) the release and discharge of all of the obligations of the Released Obligors under the Senior Facilities Agreement (including any guarantee and indemnity obligations thereunder) and any other Relevant Finance Documents to which they are party pursuant to Clause 2 of this Deed; and
- 61 -
(ii) the release, reassignment and discharge of the security over the Charged Assets pursuant to Clause 2.2 of this Deed and the giving of a certificate of non-crystallisation in Clause 3 of this Deed,
are each in accordance with paragraph (c) of Clause 44.5 of the Senior Facilities Agreement.
4.2 Each Released Obligor represents and warrants to the Security Trustee that the release, reassignment and discharge of the security over the Released Obligors’ Charged Assets pursuant to Clause 2.2 of this Deed and the giving of the certificate of non-crystallisation in Clause 3 of this Deed is in accordance with paragraph (c) of Clause 44.5 of the Senior Facilities Agreement.
4.3 VMIH and each Released Obligor hereby represents and warrants to the Security Trustee that the releases, reassignments and discharges effected by Clause 2 of this Deed are permitted by the terms of the Notes Indenture.
5. CONTINUING SECURITY
Nothing in this Deed shall prejudice or affect the Security of the Security Trustee under the Security Documents in respect of the remaining property and assets (for the avoidance of doubt, excluding the Charged Assets in respect of only the Released Obligors, released or reassigned in accordance with Clause 2 above) charged therein or the rights of the Security Trustee thereunder.
6. FURTHER ASSURANCE
6.1 The Security Trustee and the Facility Agent agree, at the cost of any Released Obligor and upon the request of such Released Obligor to execute all such documents and do all such acts and things as such Released Obligor may at any time after the date of this Deed reasonably require to give effect to the provisions of this Deed.
6.2 Without limiting the generality of the foregoing, the Security Trustee, at the cost of VMIH or any Released Obligor, shall:
(i) return to such Released Obligor any stock transfer forms and share certificates in respect of such Released Obligor and any shares owned by such Released Obligor; and
(ii) return to such Released Obligor and VMIH (as applicable) all other documents that were delivered by any of them to the Security Trustee pursuant to the terms of the Security Documents and which such Released Obligor reasonably requests are returned.
7. COSTS AND EXPENSES
Each Released Obligor shall promptly on demand, and on full indemnity basis, pay to the Security Trustee and the Facility Agent all of the reasonable costs and expenses (including reasonable legal and out of pocket expenses and any VAT on such costs and expenses) which the Security Trustee and the Facility Agent incur in connection with the preparation, delivery, negotiation and execution of this Deed and any related documents.
- 62 -
8. PARTIAL INVALIDITY
If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Deed nor of such provision under the laws of any other jurisdiction shall in any way be affected or impaired thereby.
9. THIRD PARTY RIGHTS
A person who is not a party to this Deed has no right by reason of the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Deed.
10. COUNTERPARTS
This Deed may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.
11. GOVERNING LAW
This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and each of VMIH and each Released Obligor irrevocably submits to the non-exclusive jurisdiction of the English courts.
- 63 -
IN WITNESS whereof the parties hereto have executed this Deed on the date stated at the beginning of this Deed.
THE SECURITY TRUSTEE
Executed as a deed on behalf of
| DEUTSCHE BANK AG, LONDON BRANCH | ||
| By: |
| |
| By: |
| |
- 64 -
VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
Executed as a deed by VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
ANGLIA CABLE COMMUNICATIONS LIMITED
Executed as a deed by ANGLIA CABLE COMMUNICATIONS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
BIRMINGHAM CABLE CORPORATION LIMITED
Executed as a deed by BIRMINGHAM CABLE CORPORATION LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
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CABLE LONDON LIMITED
Executed as a deed by CABLE LONDON LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
CABLETEL (UK) LIMITED
Executed as a deed by CABLETEL (UK) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
CABLETEL HERTS AND BEDS LIMITED
Executed as a deed by CABLETEL HERTS AND BEDS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
- 66 -
CABLETEL SURREY AND HAMPSHIRE LIMITED
Executed as a deed by CABLETEL SURREY AND HAMPSHIRE LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
CABLETEL WEST GLAMORGAN LIMITED
Executed as a deed by CABLETEL WEST GLAMORGAN LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
CABLETEL WEST RIDING LIMITED
Executed as a deed by CABLETEL WEST RIDING LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
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CAMBRIDGE CABLE SERVICES LIMITED
Executed as a deed by CAMBRIDGE CABLE SERVICES LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
CAMBRIDGE HOLDING COMPANY LIMITED
Executed as a deed by CAMBRIDGE HOLDING COMPANY LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
CCL CORPORATE COMMUNICATIONS SERVICES LIMITED
Executed as a deed by CCL CORPORATE COMMUNICATIONS SERVICES LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
- 68 -
CENTRAL CABLE HOLDINGS LIMITED
Executed as a deed by CENTRAL CABLE HOLDINGS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
CONTINENTAL SHELF 16 LIMITED
Executed as a deed by CONTINENTAL SHELF 16 LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
CREDIT-TRACK DEBT RECOVERY LIMITED
Executed as a deed by CREDIT-TRACK DEBT RECOVERY LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
- 69 -
CRYSTAL PALACE RADIO LIMITED
Executed as a deed by CRYSTAL PALACE RADIO LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
DIAMOND CABLE COMMUNICATIONS LIMITED
Executed as a deed by DIAMOND CABLE COMMUNICATIONS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
EAST COAST CABLE LIMITED
Executed as a deed by EAST COAST CABLE LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
- 70 -
XX XXXXX LIMITED
Executed as a deed by XX XXXXX LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
EMS INVESTMENTS LIMITED
Executed as a deed by EMS INVESTMENTS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
EUROBELL (HOLDINGS) LIMITED
Executed as a deed by EUROBELL (HOLDINGS) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
- 71 -
EUROBELL (XXX) LIMITED
Executed as a deed by EUROBELL (XXX) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
EUROBELL (NO. 2) LIMITED
Executed as a deed by EUROBELL (NO. 2) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
EUROBELL (NO. 3) LIMITED
Executed as a deed by EUROBELL (NO. 3) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
- 72 -
EUROBELL (NO. 4) LIMITED
Executed as a deed by EUROBELL (NO. 4) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
EUROBELL CPE LIMITED
Executed as a deed by EUROBELL CPE LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
EUROBELL LIMITED
Executed as a deed by EUROBELL LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
- 73 -
FILEGALE LIMITED
Executed as a deed by FILEGALE LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
FLEXIMEDIA LIMITED
Executed as a deed by FLEXIMEDIA LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
FLEXTECH (1992) LIMITED
Executed as a deed by FLEXTECH (1992) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
- 74 -
FLEXTECH (KINDERNET INVESTMENT) LIMITED
Executed as a deed by FLEXTECH (KINDERNET INVESTMENT) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
FLEXTECH (TRAVEL CHANNEL) LIMITED
Executed as a deed by FLEXTECH (TRAVEL CHANNEL) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
FLEXTECH BROADBAND LIMITED
Executed as a deed by FLEXTECH BROADBAND LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
- 75 -
FLEXTECH BROADCASTING LIMITED
Executed as a deed by FLEXTECH BROADCASTING LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
FLEXTECH CHILDRENS CHANNEL LIMITED
Executed as a deed by FLEXTECH CHILDRENS CHANNEL LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
FLEXTECH COMMUNICATIONS LIMITED
Executed as a deed by FLEXTECH COMMUNICATIONS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
- 76 -
FLEXTECH DIGITAL BROADCASTING LIMITED
Executed as a deed by FLEXTECH DIGITAL BROADCASTING LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
FLEXTECH DISTRIBUTION LIMITED
Executed as a deed by FLEXTECH DISTRIBUTION LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
FLEXTECH FAMILY CHANNEL LIMITED
Executed as a deed by FLEXTECH FAMILY CHANNEL LIMITED acting by:
|
Director |
||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
- 77 -
FLEXTECH IVS LIMITED
Executed as a deed by FLEXTECH IVS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
FLEXTECH LIMITED
Executed as a deed by FLEXTECH LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
FLEXTECH MEDIA HOLDINGS LIMITED
Executed as a deed by FLEXTECH MEDIA HOLDINGS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
- 78 -
FLEXTECH VIDEO GAMES LIMITED
Executed as a deed by FLEXTECH VIDEO GAMES LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
GENERAL CABLE GROUP LIMITED
Executed as a deed by GENERAL CABLE GROUP LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
GENERAL CABLE INVESTMENTS LIMITED
Executed as a deed by GENERAL CABLE INVESTMENTS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 00 Xxxx Xxxx, Xxxxxx, | ||
| XX0X 0XX | ||
- 79 -
GENERAL CABLE HOLDINGS LIMITED
Executed as a deed by GENERAL CABLE HOLDINGS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Xxxx Xxxxx | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
GENERAL CABLE LIMITED
Executed as a deed by GENERAL CABLE LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
INTERACTIVE DIGITAL SALES LIMITED
Executed as a deed by INTERACTIVE DIGITAL SALES LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 80 -
JEWEL HOLDINGS
Executed as a deed by JEWEL HOLDINGS acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
LANBASE EUROPEAN HOLDINGS LIMITED
Executed as a deed by LANBASE EUROPEAN HOLDINGS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
LANBASE LIMITED
Executed as a deed by LANBASE LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 81 -
M&NW II NETWORK LIMITED
Executed as a deed by M&NW II NETWORK LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
M&NW NETWORK LIMITED
Executed as a deed by M&NW NETWORK LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (AYLESBURY AND CHILTERN) LIMITED
Executed as a deed by NTL (AYLESBURY AND CHILTERN) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 82 -
NTL (B) LIMITED
Executed as a deed by NTL (B) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (BROADBAND) LIMITED
Executed as a deed by NTL (BROADBAND) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (CITY & WESTMINSTER) LIMITED
Executed as a deed by NTL (CITY & WESTMINSTER) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 83 -
NTL (COUNTY DURHAM) LIMITED
Executed as a deed by NTL (COUNTY DURHAM) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (CRUK)
Executed as a deed by NTL (CRUK) acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (CWC HOLDINGS)
Executed as a deed by NTL (CWC HOLDINGS) acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 84 -
NTL (CWC) CORPORATION LIMITED
Executed as a deed by NTL (CWC) CORPORATION LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (CWC) LIMITED
Executed as a deed by NTL (CWC) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (CWC) PROGRAMMING LIMITED
Executed as a deed by NTL (CWC) PROGRAMMING LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 85 -
NTL (CWC) UK
Executed as a deed by NTL (CWC) UK acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (EALING) LIMITED
Executed as a deed by NTL (EALING) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (FENLAND) LIMITED
Executed as a deed by NTL (FENLAND) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 86 -
NTL (GREENWICH AND LEWISHAM) LIMITED
Executed as a deed by NTL (GREENWICH AND LEWISHAM) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (HAMPSHIRE) LIMITED
Executed as a deed by NTL (HAMPSHIRE) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (HARROGATE) LIMITED
Executed as a deed by NTL (HARROGATE) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 87 -
NTL (HARROW) LIMITED
Executed as a deed by NTL (HARROW) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (KENT) LIMITED
Executed as a deed by NTL (KENT) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (LAMBETH AND SOUTHWARK) LIMITED
Executed as a deed by NTL (LAMBETH AND SOUTHWARK) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 88 -
NTL (LEEDS) LIMITED
Executed as a deed by NTL (LEEDS) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (NORWICH) LIMITED
Executed as a deed by NTL (NORWICH) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (PETERBOROUGH) LIMITED
Executed as a deed by NTL (PETERBOROUGH) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 89 -
NTL (SOUTH EAST) LIMITED
Executed as a deed by NTL (SOUTH EAST) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (SOUTH LONDON) LIMITED
Executed as a deed by NTL (SOUTH LONDON) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (SOUTHAMPTON AND EASTLEIGH) LIMITED
Executed as a deed by NTL (SOUTHAMPTON AND EASTLEIGH) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 90 -
NTL (SUNDERLAND) LIMITED
Executed as a deed by NTL (SUNDERLAND) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (THAMESMEAD) LIMITED
Executed as a deed by NTL (THAMESMEAD) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (V)
Executed as a deed by NTL (V) acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 91 -
NTL (WANDSWORTH) LIMITED
Executed as a deed by NTL (WANDSWORTH) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (WEARSIDE) LIMITED
Executed as a deed by NTL (WEARSIDE) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (WEST LONDON) LIMITED
Executed as a deed by NTL (WEST LONDON) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 92 -
NTL (YORCAN) LIMITED
Executed as a deed by NTL (YORCAN) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (YORK) LIMITED
Executed as a deed by NTL (YORK) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL ACQUISITION COMPANY LIMITED
Executed as a deed by NTL ACQUISITION COMPANY LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 93 -
NTL BOLTON CABLEVISION HOLDING COMPANY
Executed as a deed by NTL BOLTON CABLEVISION HOLDING COMPANY acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL BUSINESS (IRELAND) LIMITED
Executed as a deed by NTL BUSINESS (IRELAND) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL CABLECOMMS EAST LANCASHIRE
Executed as a deed by NTL CABLECOMMS EAST LANCASHIRE acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 94 -
NTL CABLECOMMS GROUP LIMITED
Executed as a deed by NTL CABLECOMMS GROUP LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL CABLECOMMS HOLDINGS NO. 1 LIMITED
Executed as a deed by NTL CABLECOMMS HOLDINGS NO. 1 LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL CABLECOMMS HOLDINGS NO. 2 LIMITED
Executed as a deed by NTL CABLECOMMS HOLDINGS NO. 2 LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 95 -
NTL CABLECOMMS LANCASHIRE NO. 1
Executed as a deed by NTL CABLECOMMS LANCASHIRE NO. 1 acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL CABLECOMMS LANCASHIRE NO. 2
Executed as a deed by NTL CABLECOMMS LANCASHIRE NO. 2 acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL CABLECOMMS LIMITED
Executed as a deed by NTL CABLECOMMS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 96 -
NTL CABLECOMMS MANCHESTER LIMITED
Executed as a deed by NTL CABLECOMMS MANCHESTER LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL CABLECOMMS WEST SURREY LIMITED
Executed as a deed by NTL CABLECOMMS WEST SURREY LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL CHARTWELL HOLDINGS LIMITED
Executed as a deed by NTL CHARTWELL HOLDINGS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 97 -
NTL COMMUNICATIONS SERVICES LIMITED
Executed as a deed by NTL COMMUNICATIONS SERVICES LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL DARLINGTON LIMITED
Executed as a deed by NTL DARLINGTON LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL DERBY CABLEVISION HOLDING COMPANY
Executed as a deed by NTL DERBY CABLEVISION HOLDING COMPANY acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 98 -
NTL FINANCE LIMITED
Executed as a deed by NTL FINANCE LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL FUNDING LIMITED
Executed as a deed by NTL FUNDING LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL GLASGOW HOLDINGS LIMITED
Executed as a deed by NTL GLASGOW HOLDINGS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 99 -
NTL HOLDINGS (BROADLAND) LIMITED
Executed as a deed by NTL HOLDINGS (BROADLAND) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL HOLDINGS (EAST LONDON) LIMITED
Executed as a deed by NTL HOLDINGS (EAST LONDON) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL HOLDINGS (FENLAND) LIMITED
Executed as a deed by NTL HOLDINGS (FENLAND) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 100 -
NTL HOLDINGS (LEEDS) LIMITED
Executed as a deed by NTL HOLDINGS (LEEDS) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL HOLDINGS (NORWICH) LIMITED
Executed as a deed by NTL HOLDINGS (NORWICH) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL HOLDINGS (PETERBOROUGH) LIMITED
Executed as a deed by NTL HOLDINGS (PETERBOROUGH) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 101 -
NTL INTERNET SERVICES LIMITED
Executed as a deed by NTL INTERNET SERVICES LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL IRISH HOLDINGS LIMITED
Executed as a deed by NTL IRISH HOLDINGS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL KIRKLEES HOLDINGS LIMITED
Executed as a deed by NTL KIRKLEES HOLDINGS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 102 -
NTL MANCHESTER CABLEVISION HOLDING COMPANY
Executed as a deed by NTL MANCHESTER CABLEVISION HOLDING COMPANY acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL MICROCLOCK SERVICES LIMITED
Executed as a deed by NTL MICROCLOCK SERVICES LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL NATIONAL NETWORKS LIMITED
Executed as a deed by NTL NATIONAL NETWORKS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 103 -
NTL PARTCHEER COMPANY LIMITED
Executed as a deed by NTL PARTCHEER COMPANY LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL RECTANGLE LIMITED
Executed as a deed by NTL RECTANGLE LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL SIDEOFFER LIMITED
Executed as a deed by NTL SIDEOFFER LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 104 -
NTL SOLENT TELEPHONE AND CABLE TV COMPANY LIMITED
Executed as a deed by NTL SOLENT TELEPHONE AND CABLE TV COMPANY LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL SOUTH CENTRAL LIMITED
Executed as a deed by NTL SOUTH CENTRAL LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL SOUTH WALES LIMITED
Executed as a deed by NTL SOUTH WALES LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 105 -
NTL STREETUNIQUE PROJECTS LIMITED
Executed as a deed by NTL STREETUNIQUE PROJECTS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL STREETUNIT PROJECTS LIMITED
Executed as a deed by NTL STREETUNIT PROJECTS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL STREETUSUAL SERVICES LIMITED
Executed as a deed by NTL STREETUSUAL SERVICES LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 106 -
NTL STREETVISION SERVICES LIMITED
Executed as a deed by NTL STREETVISION SERVICES LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL STREETVITAL SERVICES LIMITED
Executed as a deed by NTL STREETVITAL SERVICES LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL STREEWARM SERVICES LIMITED
Executed as a deed by NTL STREETWARM SERVICES LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 107 -
NTL STREEWIDE SERVICES LIMITED
Executed as a deed by NTL STREEWIDE SERVICES LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL STRIKEAGENT TRADING LIMITED
Executed as a deed by NTL STRIKEAGENT TRADING LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL STRIKEAMOUNT TRADING LIMITED
Executed as a deed by NTL STRIKEAMOUNT TRADING LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 108 -
NTL STRIKEAPART TRADING LIMITED
Executed as a deed by NTL STRIKEAPART TRADING LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL TECHNICAL SUPPORT COMPANY LIMITED
Executed as a deed by NTL TECHNICAL SUPPORT COMPANY LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL TEESSIDE LIMITED
Executed as a deed by NTL TEESSIDE LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 109 -
NTL TELECOM SERVICES LIMITED
Executed as a deed by NTL TELECOM SERVICES LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL UK TELEPHONE AND CABLE TV HOLDING COMPANY LIMITED
Executed as a deed by NTL UK TELEPHONE AND CABLE TV HOLDING COMPANY LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL VICTORIA II LIMITED
Executed as a deed by NTL VICTORIA II LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 110 -
NTL VICTORIA LIMITED
Executed as a deed by NTL VICTORIA LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL WINSTON HOLDINGS LIMITED
Executed as a deed by NTL WINSTON HOLDINGS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
SCREENSHOP LIMITED
Executed as a deed by SCREENSHOP LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 111 -
SOUTHERN EAST ANGLIA CABLE LIMITED
Executed as a deed by SOUTHERN EAST ANGLIA CABLE LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
SOUTHWESTERN BELL INTERNATIONAL HOLDINGS LIMITED
Executed as a deed by SOUTHWESTERN BELL INTERNATIONAL HOLDINGS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
TELEWEST COMMUNICATIONS (CENTRAL LANCASHIRE) LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS (CENTRAL LANCASHIRE) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 112 -
TELEWEST COMMUNICATIONS (COTSWOLDS) LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS (COTSWOLDS) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
TELEWEST COMMUNICATIONS (LIVERPOOL) LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS (LIVERPOOL) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
TELEWEST COMMUNICATIONS (LONDON SOUTH) LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS (LONDON SOUTH) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 113 -
TELEWEST COMMUNICATIONS (NOMINEES) LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS (NOMINEES) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
TELEWEST COMMUNICATIONS (NORTH EAST) LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS (NORTH EAST) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
TELEWEST COMMUNICATIONS (NORTH WEST) LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS (NORTH WEST) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 114 -
TELEWEST COMMUNICATIONS (SOUTH EAST) LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS (SOUTH EAST) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
TELEWEST COMMUNICATIONS (SOUTH THAMES ESTUARY) LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS (SOUTH THAMES ESTUARY) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
TELEWEST COMMUNICATIONS (SOUTH WEST) LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS (SOUTH WEST) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 115 -
TELEWEST COMMUNICATIONS (ST. HELENS & KNOWSLEY) LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS (ST. HELENS & KNOWSLEY) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
TELEWEST COMMUNICATIONS (TYNESIDE) LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS (TYNESIDE) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
TELEWEST COMMUNICATIONS (WIGAN) LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS (WIGAN) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 116 -
TELEWEST COMMUNICATIONS CABLE LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS CABLE LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
TELEWEST COMMUNICATIONS HOLDCO LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS HOLDCO LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
TELEWEST COMMUNICATIONS HOLDINGS LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS HOLDINGS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 117 -
TELEWEST LIMITED
Executed as a deed by TELEWEST LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
TELEWEST PARLIAMENTARY HOLDINGS LIMITED
Executed as a deed by TELEWEST PARLIAMENTARY HOLDINGS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
THE CABLE CORPORATION LIMITED
Executed as a deed by THE CABLE CORPORATION LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 118 -
THE YORKSHIRE CABLE GROUP LIMITED
Executed as a deed by THE YORKSHIRE CABLE GROUP LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
THESEUS NO. 1 LIMITED
Executed as a deed by THESEUS NO. 1 LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
THESEUS NO. 2 LIMITED
Executed as a deed by THESEUS NO. 2 LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 119 -
TVS TELEVISION LIMITED
Executed as a deed by TVS TELEVISION LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
UNITED ARTISTS INVESTMENTS LIMITED
Executed as a deed by UNITED ARTISTS INVESTMENTS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
VM SUNDIAL LIMITED
Executed as a deed by VM SUNDIAL LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 120 -
WINDSOR TELEVISION LIMITED
Executed as a deed by WINDSOR TELEVISION LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
XL DEBT RECOVERY AGENCY LIMITED
Executed as a deed by XL DEBT RECOVERY AGENCY LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
YORKSHIRE CABLE COMMUNICATIONS LIMITED
Executed as a deed by YORKSHIRE CABLE COMMUNICATIONS LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 121 -
CABLETEL SCOTLAND LIMITED
Executed as a deed by CABLETEL SCOTLAND LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
TELEWEST COMMUNICATIONS (SCOTLAND HOLDINGS) LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS (SCOTLAND HOLDINGS) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
TELEWEST COMMUNICATIONS (SCOTLAND) LIMITED
Executed as a deed by TELEWEST COMMUNICATIONS (SCOTLAND) LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 122 -
BIRMINGHAM CABLE FINANCE LIMITED
Executed as a deed by BIRMINGHAM CABLE FINANCE LIMITED acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
CHARTWELL INVESTORS L.P.
Executed as a deed by CHARTWELL INVESTORS L.P. acting by:
NTL Chartwell Holdings Limited, its general partner acting by:
|
|
||
| Director | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NNS U.K. HOLDINGS 2, INC.
Executed as a deed by NNS U.K. HOLDINGS 2, INC. acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 123 -
NNS UK HOLDINGS 1 LLC
Executed as a deed by NNS UK HOLDINGS 1 LLC acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NORTH CABLECOMMS HOLDINGS, INC.
Executed as a deed by NORTH CABLECOMMS HOLDINGS, INC. acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NORTH CABLECOMMS L.L.C.
Executed as a deed by NORTH CABLECOMMS L.L.C. acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 124 -
NORTH CABLECOMMS MANAGEMENT, INC.
Executed as a deed by NORTH CABLECOMMS MANAGEMENT, INC. acting by:
|
|
||
| Vice President
in the presence of:
| ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL (TRIANGLE) LLC
Executed as a deed by NTL (TRIANGLE) LLC acting by:
|
|
||
| Vice President
in the presence of: |
||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
NTL BROMLEY COMPANY
Executed as a deed by NTL BROMLEY COMPANY acting by:
|
|
||
| Vice President
in the presence of: |
||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 125 -
NTL CABLECOMMS GROUP, INC.
Executed as a deed by NTL CABLECOMMS GROUP, INC. acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL CHARTWELL HOLDINGS 2, INC.
Executed as a deed by NTL CHARTWELL HOLDINGS 2, INC. acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL CHARTWELL HOLDINGS, INC.
Executed as a deed by NTL CHARTWELL HOLDINGS, INC. acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 126 -
NTL NORTH CABLECOMMS HOLDINGS, INC.
Executed as a deed by NTL NORTH CABLECOMMS HOLDINGS, INC. acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL NORTH CABLECOMMS MANAGEMENT, INC.
Executed as a deed by NTL NORTH CABLECOMMS MANAGEMENT, INC. acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL PROGRAMMING SUBSIDIARY COMPANY
Executed as a deed by NTL PROGRAMMING SUBSIDIARY COMPANY acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 127 -
NTL SOLENT COMPANY
Executed as a deed by NTL SOLENT COMPANY acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL SOUTH CABLECOMMS HOLDINGS, INC.
Executed as a deed by NTL SOUTH CABLECOMMS HOLDINGS, INC. acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL SOUTH CABLECOMMS MANAGEMENT, INC.
Executed as a deed by NTL SOUTH CABLECOMMS MANAGEMENT, INC. acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 128 -
NTL SURREY COMPANY
Executed as a deed by NTL SURREY COMPANY acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL SUSSEX COMPANY
Executed as a deed by NTL SUSSEX COMPANY acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL UK CABLECOMMS HOLDINGS, INC.
Executed as a deed by NTL UK CABLECOMMS HOLDINGS, INC. acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 129 -
NTL WESSEX COMPANY
Executed as a deed by NTL WESSEX COMPANY acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL WINSTON HOLDINGS, INC.
Executed as a deed by NTL WINSTON HOLDINGS, INC. acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
NTL WIRRAL COMPANY
Executed as a deed by NTL WIRRAL COMPANY acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 130 -
SOUTH CABLECOMMS HOLDINGS, INC.
Executed as a deed by SOUTH CABLECOMMS HOLDINGS, INC. acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
SOUTH CABLECOMMS L.L.C.
Executed as a deed by SOUTH CABLECOMMS L.L.C. acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
SOUTH CABLECOMMS MANAGEMENT, INC.
Executed as a deed by SOUTH CABLECOMMS MANAGEMENT, INC. acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
- 131 -
WINSTON INVESTORS L.L.C.
Executed as a deed by WINSTON INVESTORS L.L.C. acting by:
|
|
||
| Vice President | ||
| in the presence of: | ||
|
| ||
| Omar Nasar 99 City Road, London, EC1Y 1AX | ||
AVON CABLE LIMITED PARTNERSHIP
Executed as a deed by AVON CABLE LIMITED PARTNERSHIP acting by:
1. Theseus No. 1 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
2. Theseus No. 2 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
| ||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 132 -
COTSWOLDS CABLE LIMITED PARTNERSHIP
Executed as a deed by COTSWOLDS CABLE LIMITED PARTNERSHIP acting by:
1. Theseus No. 1 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
2. Theseus No. 2 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 133 -
EDINBURGH CABLE LIMITED PARTNERSHIP
Executed as a deed by EDINBURGH CABLE LIMITED PARTNERSHIP acting by:
1. Theseus No. 1 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
2. Theseus No. 2 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 134 -
ESTUARIES CABLE LIMITED PARTNERSHIP
Executed as a deed by ESTUARIES CABLE LIMITED PARTNERSHIP acting by:
1. Theseus No. 1 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
2. Theseus No. 2 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 135 -
TCI/US WEST CABLE COMMUNICATIONS GROUP
Executed as a deed by TCI/US WEST CABLE COMMUNICATIONS GROUP acting by:
1. Theseus No. 1 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
2. Theseus No. 2 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 136 -
TYNESIDE CABLE LIMITED PARTNERSHIP
Executed as a deed by TYNESIDE CABLE LIMITED PARTNERSHIP acting by:
1. Theseus No. 1 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
2. Theseus No. 2 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 137 -
UNITED CABLE (LONDON SOUTH) LIMITED PARTNERSHIP
Executed as a deed by UNITED CABLE (LONDON SOUTH) LIMITED PARTNERSHIP acting by:
1. Theseus No. 1 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
2. Theseus No. 2 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 138 -
LONDON SOUTH CABLE PARTNERSHIP
Executed as a deed by LONDON SOUTH CABLE PARTNERSHIP acting by:
1. United Cable (London) South Limited Partnership, its managing partner, acting by
Theseus No. 1 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
Theseus No. 2 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
2. Crystal Palace Radio Limited partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 139 -
TELEWEST COMMUNICATIONS (COTSWOLDS) VENTURE
Executed as a deed by TELEWEST COMMUNICATIONS (COTSWOLDS) VENTURE acting by its partners:
1. Cotswolds Cable Limited Partnership, acting by
Theseus No. 1 Limited, its general partner, acting by
|
|
||
| Director
in the presence of:
| ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
Theseus No. 2 Limited, its general partner, acting by
|
|
||
| Director
in the presence of:
| ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
2. Telewest Communications (Cotswolds) Limited
|
|
||
| Director
in the presence of:
| ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 140 -
TELEWEST COMMUNICATIONS (SCOTLAND) VENTURE
Executed as a deed by TELEWEST COMMUNICATIONS (SCOTLAND) VENTURE acting by its partners:
1. Edinburgh Cable Limited Partnership, acting by
Theseus No. 1 Limited, its general partner, acting by
|
|
||
| Director
in the presence of:
| ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
Theseus No. 2 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
2. Telewest Communications (Scotland) Limited
|
|
||
| Director
in the presence of:
| ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 141 -
TELEWEST COMMUNICATIONS (SOUTH EAST) PARTNERSHIP
Executed as a deed by TELEWEST COMMUNICATIONS (SOUTH EAST) PARTNERSHIP acting by its partners:
1. Estuaries Cable Limited Partnership, acting by
Theseus No. 1 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: | ||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
Theseus No. 2 Limited, its general partner, acting by
|
|
||
| Director
in the presence of: |
||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
2. Telewest Communications (South East) Limited
|
|
||
| Director
in the presence of: |
||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 142 -
3. Telewest Communications (South Thames Estuary) Limited
|
|
||
| Director
in the presence of: |
||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 143 -
FUTURE ENTERTAINMENT S.Á R.L.
Executed as a deed by FUTURE ENTERTAINMENT S.Á R.L. acting by:
|
|
||
| General Manager in the presence of: |
||
|
|
||
| Omar Nasar | ||
| 99 City Road, London, | ||
| EC1Y 1AX | ||
- 144 -
SCHEDULE 1
THE RELEASED OBLIGORS
| Entity Name | ||
| 213. | Anglia Cable Communications Limited | |
| 214. | Avon Cable Limited Partnership | |
| 215. | Birmingham Cable Corporation Limited | |
| 216. | Birmingham Cable Finance Limited | |
| 217. | Cable London Limited | |
| 218. | Cabletel (UK) Limited | |
| 219. | CableTel Herts and Beds Limited | |
| 220. | CableTel Scotland Limited | |
| 221. | CableTel Surrey and Hampshire Limited | |
| 222. | CableTel West Glamorgan Limited | |
| 223. | CableTel West Riding Limited | |
| 224. | Cambridge Cable Services Limited | |
| 225. | Cambridge Holding Company Limited | |
| 226. | CCL Corporate Communications Services Limited | |
| 227. | Central Cable Holdings Limited | |
| 228. | Chartwell Investors L.P. | |
| 229. | Continental Shelf 16 Limited | |
| 230. | Cotswolds Cable Limited Partnership | |
| 231. | Credit-Track Debt Recovery Limited |
- 145 -
| Entity Name | ||
| 232. | Crystal Palace Radio Limited | |
| 233. | Diamond Cable Communications Limited | |
| 234. | East Coast Cable Limited | |
| 235. | Ed Stone Limited | |
| 236. | Edinburgh Cable Limited Partnership | |
| 237. | EMS Investments Limited | |
| 238. | Estuaries Cable Limited Partnership | |
| 239. | EuroBell (Holdings) Limited | |
| 240. | EuroBell (IDA) Limited | |
| 241. | EuroBell (No. 2) Limited | |
| 242. | EuroBell (No. 3) Limited | |
| 243. | EuroBell (No. 4) Limited | |
| 244. | EuroBell CPE Limited | |
| 245. | EuroBell Limited | |
| 246. | Filegale Limited | |
| 247. | Fleximedia Limited | |
| 248. | Flextech (1992) Limited | |
| 249. | Flextech (Kindernet Investment) Limited | |
| 250. | Flextech (Travel Channel) Limited | |
| 251. | Flextech Broadband Limited | |
| 252. | Flextech Broadcasting Limited |
- 146 -
| Entity Name | ||
| 253. | Flextech Childrens Channel Limited | |
| 254. | Flextech Communications Limited | |
| 255. | Flextech Digital Broadcasting Limited | |
| 256. | Flextech Distribution Limited | |
| 257. | Flextech Family Channel Limited | |
| 258. | Flextech IVS Limited | |
| 259. | Flextech Limited | |
| 260. | Flextech Media Holdings Limited | |
| 261. | Flextech Video Games Limited | |
| 262. | Future Entertainment S.à r.l. | |
| 263. | General Cable Group Limited | |
| 264. | General Cable Holdings Limited | |
| 265. | General Cable Investments Limited | |
| 266. | General Cable Limited | |
| 267. | Interactive Digital Sales Limited | |
| 268. | Jewel Holdings | |
| 269. | Lanbase European Holdings Limited | |
| 270. | Lanbase Limited | |
| 271. | London South Cable Partnership | |
| 272. | M&NW II Network Limited | |
| 273. | M&NW Network Limited |
- 147 -
| Entity Name | ||
| 274. | NNS U.K. Holdings 2, Inc. | |
| 275. | NNS UK Holdings 1 LLC | |
| 276. | North CableComms Holdings, Inc. | |
| 277. | North CableComms L.L.C. | |
| 278. | North CableComms Management, Inc. | |
| 279. | NTL (Aylesbury and Chiltern) Limited | |
| 280. | NTL (B) Limited | |
| 281. | NTL (Broadland) Limited | |
| 282. | NTL (City & Westminster) Limited | |
| 283. | NTL (County Durham) Limited | |
| 284. | NTL (CRUK) | |
| 285. | NTL (CWC Holdings) | |
| 286. | NTL (CWC) Corporation Limited | |
| 287. | NTL (CWC) Limited | |
| 288. | NTL (CWC) Programming Limited | |
| 289. | NTL (CWC) UK | |
| 290. | NTL (Ealing) Limited | |
| 291. | NTL (Fenland) Limited | |
| 292. | NTL (Greenwich and Lewisham) Limited | |
| 293. | NTL (Hampshire) Limited | |
| 294. | NTL (Harrogate) Limited |
- 148 -
| Entity Name | ||
| 295. | NTL (Harrow) Limited | |
| 296. | NTL (Kent) Limited | |
| 297. | NTL (Lambeth and Southwark) Limited | |
| 298. | NTL (Leeds) Limited | |
| 299. | NTL (Norwich) Limited | |
| 300. | NTL (Peterborough) Limited | |
| 301. | NTL (South East) Limited | |
| 302. | NTL (South London) Limited | |
| 303. | NTL (Southampton and Eastleigh) Limited | |
| 304. | NTL (Sunderland) Limited | |
| 305. | NTL (Thamesmead) Limited | |
| 306. | NTL (Triangle) LLC | |
| 307. | NTL (V) | |
| 308. | NTL (Wandsworth) Limited | |
| 309. | NTL (Wearside) Limited | |
| 310. | NTL (West London) Limited | |
| 311. | NTL (Yorcan) Limited | |
| 312. | NTL (York) Limited | |
| 313. | NTL Acquisition Company Limited | |
| 314. | NTL Bolton Cablevision Holding Company | |
| 315. | NTL Bromley Company |
- 149 -
| Entity Name | ||
| 316. | NTL Business (Ireland) Limited | |
| 317. | NTL Cablecomms East Lancashire | |
| 318. | NTL Cablecomms Group Limited | |
| 319. | NTL CableComms Group, Inc. | |
| 320. | NTL Cablecomms Holdings No. 1 Limited | |
| 321. | NTL Cablecomms Holdings No. 2 Limited | |
| 322. | NTL Cablecomms Lancashire No. 1 | |
| 323. | NTL Cablecomms Lancashire No. 2 | |
| 324. | NTL Cablecomms Limited | |
| 325. | NTL Cablecomms Manchester Limited | |
| 326. | NTL Cablecomms West Surrey Limited | |
| 327. | NTL Chartwell Holdings 2, Inc. | |
| 328. | NTL Chartwell Holdings Limited | |
| 329. | NTL Chartwell Holdings, Inc. | |
| 330. | NTL Communications Services Limited | |
| 331. | NTL Darlington Limited | |
| 332. | NTL Derby Cablevision Holding Company | |
| 333. | NTL Finance Limited | |
| 334. | NTL Funding Limited | |
| 335. | NTL Glasgow Holdings Limited | |
| 336. | NTL Holdings (Broadland) Limited |
- 150 -
| Entity Name | ||
| 337. | NTL Holdings (East London) Limited | |
| 338. | NTL Holdings (Fenland) Limited | |
| 339. | NTL Holdings (Leeds) Limited | |
| 340. | NTL Holdings (Norwich) Limited | |
| 341. | NTL Holdings (Peterborough) Limited | |
| 342. | NTL Internet Services Limited | |
| 343. | NTL Irish Holdings Limited | |
| 344. | NTL Kirklees Holdings Limited | |
| 345. | NTL Manchester Cablevision Holding Company | |
| 346. | NTL Microclock Services Limited | |
| 347. | NTL National Networks Limited | |
| 348. | NTL North CableComms Holdings, Inc. | |
| 349. | NTL North CableComms Management, Inc. | |
| 350. | NTL Partcheer Company Limited | |
| 351. | NTL Programming Subsidiary Company | |
| 352. | NTL Rectangle Limited | |
| 353. | NTL Sideoffer Limited | |
| 354. | NTL Solent Company | |
| 355. | NTL Solent Telephone and Cable TV Company Limited | |
| 356. | NTL South CableComms Holdings, Inc. | |
| 357. | NTL South CableComms Management, Inc. |
- 151 -
| Entity Name | ||
| 358. | NTL South Central Limited | |
| 359. | NTL South Wales Limited | |
| 360. | NTL Streetunique Projects Limited | |
| 361. | NTL Streetunit Projects Limited | |
| 362. | NTL Streetusual Services Limited | |
| 363. | NTL Streetvision Services Limited | |
| 364. | NTL Streetvital Services Limited | |
| 365. | NTL Streetwarm Services Limited | |
| 366. | NTL Streetwide Services Limited | |
| 367. | NTL Strikeagent Trading Limited | |
| 368. | NTL Strikeamount Trading Limited | |
| 369. | NTL Strikeapart Trading Limited | |
| 370. | NTL Surrey Company | |
| 371. | NTL Sussex Company | |
| 372. | NTL Technical Support Company Limited | |
| 373. | NTL Teesside Limited | |
| 374. | NTL Telecom Services Limited | |
| 375. | NTL UK CableComms Holdings, Inc. | |
| 376. | NTL UK Telephone and Cable TV Holding Company Limited | |
| 377. | NTL Victoria II Limited | |
| 378. | NTL Victoria Limited |
- 152 -
| Entity Name | ||
| 379. | NTL Wessex Company | |
| 380. | NTL Winston Holdings Limited | |
| 381. | NTL Winston Holdings, Inc. | |
| 382. | NTL Wirral Company | |
| 383. | Screenshop Limited | |
| 384. | South CableComms Holdings, Inc. | |
| 385. | South CableComms L.L.C. | |
| 386. | South CableComms Management, Inc. | |
| 387. | Southern East Anglia Cable Limited | |
| 388. | Southwestern Bell International Holdings Limited | |
| 389. | TCI/US West Cable Communications Group | |
| 390. | Telewest Communications (Central Lancashire) Limited | |
| 391. | Telewest Communications (Cotswolds) Limited | |
| 392. | Telewest Communications (Cotswolds) Venture | |
| 393. | Telewest Communications (Liverpool) Limited | |
| 394. | Telewest Communications (London South) Limited | |
| 395. | Telewest Communications (Nominees) Limited | |
| 396. | Telewest Communications (North East) Limited | |
| 397. | Telewest Communications (North West) Limited | |
| 398. | Telewest Communications (Scotland Holdings) Limited | |
| 399. | Telewest Communications (Scotland) Limited |
- 153 -
| Entity Name | ||
| 400. | Telewest Communications (Scotland) Venture | |
| 401. | Telewest Communications (South East) Limited | |
| 402. | Telewest Communications (South East) Partnership | |
| 403. | Telewest Communications (South Thames Estuary) Limited | |
| 404. | Telewest Communications (South West) Limited | |
| 405. | Telewest Communications (St. Helens & Knowsley) Limited | |
| 406. | Telewest Communications (Tyneside) Limited | |
| 407. | Telewest Communications (Wigan) Limited | |
| 408. | Telewest Communications Cable Limited | |
| 409. | Telewest Communications Holdco Limited | |
| 410. | Telewest Limited | |
| 411. | Telewest Parliamentary Holdings Limited | |
| 412. | The Cable Corporation Limited | |
| 413. | The Yorkshire Cable Group Limited | |
| 414. | Theseus No. 1 Limited | |
| 415. | Theseus No. 2 Limited | |
| 416. | TVS Television Limited | |
| 417. | Tyneside Cable Limited Partnership | |
| 418. | United Artists Investments Limited | |
| 419. | United Cable (London South) Limited Partnership | |
| 420. | VM Sundial Limited |
- 154 -
| Entity Name | ||
| 421. | Windsor Television Limited | |
| 422. | Winston Investors L.L.C. | |
| 423. | XL Debt Recovery Agency Limited | |
| 424. | Yorkshire Cable Communications Limited |
- 155 -
SCHEDULE 2
Released Documents
| SECURITY DOCUMENTS | ||
| 1. | Composite Debenture dated 19 January 2010 between amongst others, the Released Obligors listed therein, and Deutsche Bank AG, London Branch as Security Trustee. | |
| 2. | Composite Debenture dated 17 May 2010 between the Released Obligors listed therein, and Deutsche Bank AG, London Branch as Security Trustee. | |
| 3. | Composite Debenture dated 29 June 2010 between amongst others, the Released Obligors listed therein, and Deutsche Bank AG, London Branch as Security Trustee. | |
| 4. | Charge over Shares dated 19 January 2010 granted by certain Obligors incorporated in the United States of America as Chargors in favour of Deutsche Bank AG, London Branch as Security Trustee. | |
| 5. | Confirmation Deed dated 15 April 2010 between amongst others, the Released Obligors and the Security Trustee. | |
- 156 -
