VIRGIN MEDIA INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of [GRANT DATE] (“Grant Date”) by and between Virgin Media Inc., a Delaware Company (the “Company”), and [NAME] (the Employee”).
VIRGIN MEDIA INC. AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee TRUST JOINT OWNERSHIP AGREEMENT RELATING TO THE VIRGIN MEDIA INC 2010 STOCK INCENTIVE PLANJoint Ownership Agreement • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • Delaware
RELEASE OF NOTE GUARANTEERelease of Note Guarantee • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • New York
RELEASE OF NOTE GUARANTEE (this “Release”), dated as of February 18, 2011, entered into by and among Virgin Media Secured Finance PLC, a company incorporated in England and Wales (the “Issuer”); Telewest Communications Holdings Limited, a company incorporated in England and Wales (the “Released Guarantor”) and The Bank of New York Mellon as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (referred to below).
RELEASE OF NOTE GUARANTEERelease of Note Guarantee • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • New York
RELEASE OF NOTE GUARANTEE (this “Release”), dated as of September 20, 2010, entered into by and among Virgin Media Secured Finance PLC, a company incorporated in England and Wales (the “Issuer”); each of those entities set out in Schedule 1 (the “Released Guarantors”) and The Bank of New York Mellon as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (referred to below).
DATED 21 December, 2010 VIRGIN MEDIA LIMITED and SCOTT G. DRESSER SERVICE AGREEMENT Virgin Media Limited 160 Great Portland Street London W1W 5QAService Agreement • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • England and Wales
As of the date hereof, Virgin Media Inc. (“VMI”), the Company’s parent, employs the Executive, pursuant to the DGC Employment Agreement (defined below), as its Deputy General Counsel. The parties intend that the Executive become the General Counsel of the Company and VMI on 1 January 2011. As agreed in the Letter Agreement (defined below), the terms of the DGC Employment Agreement shall continue to govern the Executive’s employment until 1 January 2011.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of February 18, 2011 (this “Supplemental Indenture”), by and among VMWH Limited, a private limited company organized under the laws of England and Wales, (the “New Senior Secured Guarantor”), Virgin Media Secured Finance PLC, a public limited company organized under the laws of England and Wales (the “Issuer”) and The Bank of New York Mellon, a New York banking company, as trustee (the “Trustee”). All capitalized terms used but not defined herein shall have the meanings specified in the Indenture referred to below.
RELEASE OF NOTE GUARANTEERelease of Note Guarantee • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • New York
RELEASE OF NOTE GUARANTEE (this “Release”), dated as of February 15, 2011, entered into by and among Virgin Media Secured Finance PLC, a company incorporated in England and Wales (the “Issuer”); each of those entities set out in Schedule 1 (the “Released Guarantors”) and The Bank of New York Mellon as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (referred to below).
VIRGIN MEDIA INC. AND THE EMPLOYEE NAMED HEREIN EMPLOYEE JOINT OWNERSHIP AGREEMENT RELATING TO THE VIRGIN MEDIA INC 2010 STOCK INCENTIVE PLANEmployee Joint Ownership Agreement • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • Delaware
GRANTOR TRUST under Virgin Media Inc.Jsop Trust Agreement • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • Delaware
This Trust Agreement is made this 28th day of January, 2011, by and between Virgin Media Inc., a Delaware corporation (the “Company”), the grantor, and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”).
VIRGIN MEDIA INC. FORM OF RESTRICTED STOCK UNIT AGREEMENT JSOP SUPPLEMENTARY AWARDRestricted Stock Unit Agreement • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of 28 January 2011 (“Grant Date”) by and between Virgin Media Inc., a Delaware corporation (the “Company”), and [NAME] (the Employee”). Unless the context otherwise requires, terms used but not defined herein shall have the same meaning as in the Virgin Media Inc. 2010 Stock Incentive Plan, as amended by Schedule B – the Joint Stock Ownership Plan Sub-Plan (the “Plan”) or in the Employee Joint Ownership Agreement relating to the Plan between the Company and the Employee dated 28 January 2011 (the “EJOA”).
VIRGIN MEDIA INC. FORM OF PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • February 22nd, 2011 • Virgin Media Investments LTD • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of January 28, 2011 (“Grant Date”) by and between Virgin Media Inc., a Delaware Company (the “Company”), and [NAME] (the “Employee”).
